Common use of Closing Clause in Contracts

Closing. The closing for the purchase and sale of the Equity Interest (the “Closing”) shall be October , 2006 (the “Closing Date”) at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7.

Closing. The closing for the purchase and sale consummation of the Equity Interest sale and purchase pursuant to this Agreement (the “Closing”) shall be October is contemplated to occur on or before April __, 2006 2007 (the “Closing Date”) at the offices upon satisfaction of the Purchaser at ▇▇▇ all conditions to Closing. As a condition precedent to Closing, Gunnerman agrees to cause to be delivered to Grushko & ▇▇▇▇▇▇▇, P.C. on behalf of the Buyers new stock certificates issued to each Buyer in its Allocated Portion (each a “Reissued Certificate”). Upon receipt of the Reissued Certificates by Grushko & ▇▇▇▇▇▇▇, P.C., each Buyer agrees to wire transfer to Gunnerman its Allocated Portion of the Purchase Price in accordance with wiring instructions set forth below. Upon confirmation of delivery by a Buyer of its Allocated Portion of the Purchase Price, Grushko & ▇▇▇▇▇▇▇, P.C. will deliver a Reissued Certificate to such Buyer. In the event Grushko & ▇▇▇▇▇▇▇, P.C. is not reasonably satisfied that a Buyer has transmitted its proportionate amount of the Purchase Price (as provided in Schedule A hereto (“Proportionate Amount”) to Gunnerman on or before April ___, 2007, then such Buyer’s Reissued Certificate shall be promptly delivered to Gunnerman for reissuance by Borrower to Gunnerman, and such Buyer shall no longer have the right to purchase any portion of the Purchased Stock. The address for deliveries and notices to Grushko & ▇▇▇▇▇▇▇, P.C. is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇, ▇▇ ▇▇▇▇, or (if not such date) as soon as possible thereafter▇▇ ▇▇▇▇▇, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree tofax: (i▇▇▇) sell, transfer, convey, assign ▇▇▇-▇▇▇▇. Gunnerman and deliver each Buyer may terminate this Agreement if the Equity Interest Closing has not occurred by the Closing Date. Buyer shall pay the Purchase Price by wire transfer in immediately available United States funds to the Purchaser; and following account (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7.“Seller Account”):

Closing. The closing for the purchase and sale obligation of the Equity Interest (Company to issue, sell and deliver the “Closing”) shall be October , 2006 (the “Closing Date”) Series D Units at the offices of Closing is subject to the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after fulfillment to the reasonable satisfaction of the conditions set forth in Section 7 and 8, Company at or some other time, date and place as prior to the Parties may agree. At Closing of each of the Closingfollowing conditions: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery Each of the Equity Interest representations and warranties of the Investors contained in Article VIII shall convey good be true, correct and marketable title to complete on and as of the Equity Interest held by Closing Date as though then made, except for such Sellerrepresentations and warranties which expressly speak as of a certain date, free which representations and clear warranties shall be true, correct and complete in all material respects as of any and all Liens;the date specified; and (b) the Sellers The Investors shall deliver have delivered to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping Company each of the transfers in respect of following: (i) the conveyance of the Equity Interest to the Purchaser Purchase Price in accordance with Section 2.4(b); (ii) its executed counterpart signature page to this Agreement; (iii) its executed counterpart signature page to the Company’s Constitution;A&R Registration Rights Agreement; and (iv) its executed counterpart signature page to the Second A&R Securityholders’ Agreement, duly executed by each Investor. (c) the Sellers and the The Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) have received each of the Sellersfollowing: (i) executed counterparts to the Second A&R Securityholders’ due performance Agreement from the holders of at least a majority of the covenants herein; and outstanding shares of Common Stock on a fully-diluted basis (b) the execution including a majority of the other Transaction Documents; Other Preferred Stock voting as a separate class and on a fully-diluted and as converted basis); (dii) each executed counterparts to the A&R Registration Rights Agreement from the holders of a majority of the other conditions precedent set out Registrable Securities (as defined in this Section 2 the Registration Rights Agreement); (iii) executed counterparts to the A&R Series B Warrant Agreement from at least a majority of the holders of the Series B Warrants; (iv) executed counterparts to the A&R Series C Warrant Agreement from at least a majority of the holders of the Series C Warrants; and (v) approval of the Second Amended Series A Designation, the Amended Series B Designation, the Amended Series C Designation and Section 7the Series D Designation from a majority of the stockholders of the Company.

Closing. (a) Unless another date or time is mutually agreed upon by the Parties in writing, the closing of the transactions contemplated herein (the “Closing”) will take place at 10:00 a.m. Eastern Time on the last day of the calendar quarter on which all of the conditions set forth in Article VIII and Article IX hereof (other than those to be satisfied at the Closing) have been satisfied or waived; provided, however, that if all of such conditions have not been satisfied or waived at least ten days prior to such date, then the Closing shall be deferred until the last day of the subsequent calendar quarter that is at least ten days after the date on which all of such conditions have been satisfied or waived. The closing for Closing will take place remotely by the exchange of documents and signatures in “.pdf” format. The delivery of the original documents which, on the Closing Date, are delivered in “.pdf” format shall be made promptly after the Closing Date. The Parties agree that the actual date of the Closing is referred to herein as the “Closing Date,” and that the purchase and sale of the Equity Interest Shares shall be effective as of the Closing Effective Time. (b) No later than three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement setting forth its calculation of the estimated Surplus Amount as of the Closing Date (the “ClosingEstimated Surplus Amount”) shall be October , 2006 (the “Closing Date”) at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree). At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and the Parties shall deliver the Equity Interest documents and certificates required to the Purchaserbe delivered by Article VIII and Article IX hereof; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuanceSeller shall deliver, saleor cause to be delivered, transferto Buyer, conveyance, assignment and delivery all of the Equity Interest shall Shares, together with executed consents, terminations and assignments, including, without limitation, assignments of the certificates representing the Shares and other instruments of consent and conveyance in form and substance reasonably satisfactory to Buyer, sufficient to convey to Buyer good and marketable title to the Equity Interest held by such Seller, free Shares and clear of any to preserve the Assets and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping Properties of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (biii) Buyer shall pay Seller, in cash, an amount (the “Closing Cash Payment”) equal to the sum of (A) One Hundred Seventy-Five Thousand Dollars ($175,000) multiplied by the number of Authorized States, excluding any Authorized State as to which there is a Deficiency as of the Closing Date, and (B) the execution Estimated Surplus Amount. The Closing Cash Payment shall be remitted by Buyer to Seller by wire transfer of immediately available funds to an account designated by Seller to Buyer, which designation will occur at least two (2) Business Days prior to the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Closing Date.

Closing. (a) The closing for (the "Closing") of the purchase and sale of the Equity Interest (the “Closing”) Purchased Rights hereunder shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser at Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York, on ▇▇▇ ▇▇▇▇ of ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, er ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ditions set forth in Section 7 and 812, or some at such other time, date and time or place as VF and the DC Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sellVF shall deliver to DC & Co. $38,000,000 in immediately available funds by wire transfer to one or more accounts designated by DC& Co., transferby notice to VF, convey, assign and deliver the Equity Interest which notice shall be delivered not later than two Business Days prior to the Purchaser; and Closing Date (or if not so designated, then by one or more certified or official bank checks payable in immediately available funds to the order of DC & Co. aggregating such amount). (ii) give DC & Co. and VF shall enter into an Assignment Agreement substantially in the undertakings form attached hereto as Exhibit A, and make the covenants set forth in this Agreement. Such issuance, DC & Co. shall deliver to VF such bills of sale, transferendorsements, conveyanceconsents, assignment assignments and delivery of the Equity Interest shall convey other good and marketable sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in VF all right, title and interest in, to and under the Equity Interest held by such Seller, free and clear of any and all Liens;Purchased Rights. (b) The portion of the Sellers Fixed Amount not payable at the Closing shall deliver be paid by VF to DC & Co. as follows: (i) $33,000,000 on the third anniversary of the Closing Date (or if such day is not a Business Day, on the next succeeding Business Day); and (ii) $33,000,000 on the fourth anniversary of the Closing Date (or if such day is not a Business Day, on the next succeeding Business Day), in each case, in immediately available funds by wire transfer to one or more accounts designated by DC& Co., by notice to VF, which notice shall be delivered not later than two Business Days prior to the Purchaser share transfers and certificate(s) due date for payment (or if not so designated, then by one or more certified or official bank checks payable in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest immediately available funds to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment order of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7DC & Co. aggregating such amount).

Closing. The closing for (a) Subject to the purchase and sale satisfaction or, when permissible, waiver of the Equity Interest conditions set forth in Article VII, the closing of the transactions contemplated by this Agreement (the “Closing”) shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (or remotely via the electronic exchange of closing deliveries), ▇▇▇, or commencing at 10:00 a.m. local time (if not such datea) as soon as possible thereafter, but in no event later than ten on the day that is two (102) Business Days after satisfaction the date on which the last of the conditions set forth in Section 7 and 8Article VII (other than any such conditions which by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived, or some (b) on such other time, date and or at such other time or place as the Parties may agreemutually agree upon in writing. At The Closing shall be effective for all purposes at 11:59 p.m. local time on the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens;Closing Date. (b) At the Sellers Closing, Seller shall deliver deliver, or cause to be delivered, to Buyer the following: (i) a signature page counterpart to the Purchaser share transfers Assignment and certificate(sAssumption Agreement, duly executed by Seller; (ii) evidence of resignations or removals, effective as of the Closing, of each of the directors, managers and officers of the Company Entities appointed or designated to such positions by Seller or its Affiliates with respect to whom Buyer has delivered written notice requesting resignation or removal at least ten (10) Business Day prior to the Closing; (iii) a duly executed FIRPTA Certificate and any additional certification of non-foreign status required pursuant to Code Section 1446(f) in the form prescribed by Notice 2018-29; provided, that Buyer’s sole right if Seller fails to provide such certificates shall be to make appropriate withholding under Sections 1445 and 1446 of the Code; (iv) a registrable form evidencing signature page counterpart to the Equity Interest duly endorsed in blank or with stock powers Transition Services Agreement, duly executed together with all duly executed documents and forms required for by Seller; (v) the stamping certificate referred to in Section 7.3(c); (vi) certificates, dated as of the transfers Closing Date, of an officer of Seller and each Affiliate of Seller that is party to a Transaction Document certifying, in respect each case, (A) that appended to such certificate is a true and correct copy of the conveyance resolutions of the Equity Interest management committee or other authorizing body, as appropriate, of such entity, authorizing the execution, delivery and performance of each Transaction Document to be executed, delivered and performed by such entity pursuant hereto; (B) the names and signatures of the duly elected or appointed officer(s) of such entity who are authorized to execute and deliver the Transaction Documents to which such entity is a party; (C) true and complete copies of the organizational documents of such entity; and (D) a certificate of the relevant Governmental Authority of its jurisdiction of formation as to the Purchaser in accordance with good standing of such entity as of a date as close to the Company’s Constitution;Closing Date as reasonably practicable; and (vii) a copy of the certificate of formation or equivalent formation document of each of Seller and its Affiliates party to a Transaction Document certified by the relevant Governmental Authority of its jurisdiction of formation as of a date as close to the Closing Date as is reasonably practicable. (c) At the Sellers and Closing, Buyer shall deliver, or cause to be delivered, to Seller the Company shall also deliver following: (i) a signature page counterpart to the Purchaser Transition Services Agreement, duly executed by Buyer; (ii) A signature page counterpart to the opinionsAssignment and Assumption Agreement; (iii) the certificate referred to in Section 7.2(d); (iv) certificates, certificates and further assurances dated as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing Date, of an officer of Buyer and shall be made promptly after receipt by the Purchaser of each Affiliate of Buyer that is party to a Transaction Document certifying, in each case, (A) that attached or appended to such certificate is a true and correct copy of the Equity Interest. The payment of any resolutions of the Total Consideration board of directors or other authorizing body, as appropriate, of such entity, authorizing the execution, delivery and performance of each Transaction Document to be executed, delivered and performed by such entity pursuant hereto; (B) the Purchaser shall be unequivocally conditioned upon: (a) each names and signatures of the Sellers’ due performance duly elected or appointed officer(s) of such entity who are authorized to execute and deliver the Transaction Documents to which such entity is a party; (C) true and complete copies of the covenants hereinorganizational documents of such entity; and (bD) the execution a certificate of the other Transaction Documentsrelevant Governmental Authority of its jurisdiction of formation as to the good standing of such entity as of a date as close to the Closing Date as reasonably practicable; and and (dv) a copy of the certificate of formation or equivalent formation document of each of Buyer and its Affiliates party to a Transaction Document certified by the other conditions precedent set out in this Section 2 and Section 7relevant Governmental Authority of its jurisdiction of formation as of a date as close to the Closing Date as is reasonably possible.

Closing. The (a) Subject to the terms and conditions of this Agreement, the closing for of the purchase and sale of the Equity Interest Shares to the Purchaser (the “Closing”) shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser Sidley Austin, LLP located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇, ▇ ▇▇▇▇▇ at 10:00 a.m. local time on December 8, or 2016 (the “Target Closing Date”), or, if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction any of the conditions to the Closing set forth in Section 7 and 8, or some Article 5 (other time, date and place as the Parties may agree. At than those which by their nature are to be satisfied at the Closing: (a) have not been satisfied or waived by the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest party entitled to the Purchaser; and benefit thereof by such date, then on the fifth (ii5th) give Business Day following satisfaction or waiver of all of the undertakings and make conditions to the covenants Closing set forth in this Agreement. Such issuanceArticle 5 (other than those which by their nature are to be satisfied at the Closing) or on such other date as is mutually agreeable to the Purchaser and the Selling Parties; provided, salehowever, transferthat if all such conditions are satisfied and all consents required to be obtained pursuant to Acquired Company Contracts have been obtained, conveyance, assignment and delivery then the Closing would take place on the fifth (5th) Business Day following the date on which all of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any conditions have been satisfied or waived and all Liens;such consents have been obtained. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” (b) At the Sellers shall deliver Closing, the Acquired Companies and the Selling Parties will deliver, or cause to be delivered, to the Purchaser share transfers and certificate(sPurchaser: (i) the Escrow Agreement, in a registrable the form evidencing attached hereto as Exhibit B, duly executed by the Equity Interest parties thereto; (ii) stock certificates representing the Shares, duly endorsed in blank or with stock powers accompanied by duly executed together with all in blank stock powers, and letters of transmittal in the form attached hereto as Exhibit F executed by each Selling Stockholder; (iii) a certificate (the “Closing Financial Certificate”), duly executed documents and forms required for the stamping on behalf of each of the transfers Acquired Companies by the chief financial officer of each such Acquired Company, containing, in each case as of the close of business on the day immediately prior to the Closing Date: (a) the amount of each Transaction Expense that is unpaid and the Person to whom it is owed and a final invoice from each such Person in such amount noting that such amount constitutes the entire amount payable to such Person in connection with the Transactions; (b) the amount of each Change of Control Payment and the Person to whom it is owed; (c) the aggregate amount of Closing Indebtedness and the Person to whom it is owed, and attaching a payoff letter from each such Person in such amount, which payoff letter specifies that promptly following payment of such amount, such Person will release all security interests and encumbrances with respect to such indebtedness and terminate the underlying loan agreements and any associated guarantees; (d) the amount of Cash on Hand; (e) the Adjustment Amount; and (f) the representation and warranty of each of the Acquired Companies that all of the information included in the Closing Financial Certificate is true and accurate as of the close of business on the day immediately prior to the Closing Date and, with respect to subclauses (a), (b) and (c), is also true and accurate as of the Closing; (iv) written resignations of all officers and directors of the Acquired Companies, effective as of the Closing; (v) IRS Form 8023 (and any state forms) as required to effect the Section 338(h)(10) Elections, completed and properly executed by each Selling Stockholder and, to the extent required by law, such Selling Stockholder’s spouse; (vi) (A) a statement with respect to the US Company (in such form as may be reasonably requested by counsel to the Purchaser) conforming to the requirements of Treasury Regulation Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3) that shall be dated as of the Closing Date; and (B) the notification required under Treasury Regulation Section 1.897-2(h)(2) (the “FIRPTA Notification”) with respect to the US Company, which shall be executed by the US Company; (vii) evidence reasonably satisfactory to the Purchaser that the guarantee by the US Company to Branch Banking and Trust Company in respect of the conveyance loan from Branch Banking and Trust Company to Ateb Properties, LLC has been released; and (viii) the documents and certificates required by Section 5.2(h). (c) At the Closing, promptly following receipt of the Equity Interest deliveries required pursuant to Section 1.4(b), the Purchaser will deliver or shall cause to be delivered by the Paying Agent (a) to the Selling Stockholders (in accordance with each Selling Stockholder’s Pro Rata Basis), (i) by wire transfer to their respective accounts as specified in their letters of transmittal, the amounts to be paid to the Selling Stockholders at Closing pursuant to Section 1.3 and (ii) IRS Form 8023 (and any state forms) as required to effect the Section 338(h)(10) Elections, completed and properly executed by Purchaser, (b) to the Escrow Agent, by wire transfer, the Escrow Amount, (c) to the Stockholders’ Agent, by wire transfer, the Stockholders’ Agent Expense Fund Amount, (d) to the Acquired Companies, (i) by wire transfer, the Option Consideration (to the extent then released and payable) for further distribution to the Optionholders and (ii) the documents required by Sections 5.1(f) and 5.1(g), (e) on behalf of the Acquired Companies, to such account or accounts as are specified in the applicable payoff letters, by wire transfer, the aggregate amount of the Closing Indebtedness, (f) on behalf of the Acquired Companies, to such account or accounts as are specified to Purchaser in the applicable invoices or other similar documentation, by wire transfer, the aggregate amount of the Transaction Expenses and (g) on behalf of the Acquired Companies, to such account or accounts as the Acquired Companies specify to the Purchaser in accordance with the Company’s Constitution; (c) Closing Financial Certificate, by wire transfer, the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment aggregate amount of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser Change of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Control Payments.

Closing. The closing for (a) Subject to the purchase terms and sale conditions of this Agreement, the consummation of the Equity Interest Transactions contemplated hereby (the “Closing”) shall be October deemed to take place immediately prior to the effectiveness of the Restated Certificate, 2006 (and the date and time of the completion of the foregoing shall be deemed the “Closing Date”. The Closing shall take place via the electronic exchange of documents and signatures. The parties hereto acknowledge and agree that (i) all proceedings at the Closing shall be deemed to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed or delivered, and (ii) that the Closing shall be deemed to have taken place at the offices of the Purchaser ▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇ LLP, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not at such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, other date or some at such other time, date and place as the Parties parties hereto may agreemutually agree upon in writing. The Closing shall be deemed effective as of 12:01 a.m., Eastern Time, on the Closing Date. (b) At the Closing: (a) , the Stockholders will deliver to the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable valid title to the Equity Interest held by such SellerShares, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and , together with a certificate(s) in for the Shares duly endorsed or accompanied by a registrable form evidencing the Equity Interest stock power(s) duly endorsed in blank blank, with any required transfer stamps affixed thereto, or with a lost stock powers duly affidavit executed together with all duly executed documents and forms required for by such Stockholder in a form reasonably acceptable to the stamping Purchaser, against payment of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution;Common Stock. (c) Notwithstanding the Sellers foregoing, no fractional shares of Purchaser Common Stock shall be issued as part of the Closing Stock Issuance. Fractional shares to be issued hereunder shall be rounded up to the next whole number. (d) All options, warrants and rights to purchase securities of the Company shall also deliver will be exercised or terminated prior to or effective upon the Purchaser the opinionsClosing Date, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7not assume or have any obligation with respect to such options, warrants or rights.

Closing. The (a) Subject to the terms and conditions of this Agreement, the closing for the purchase and sale of the Equity Interest Merger (the “Closing”) shall take place at 10:00 a.m., Philadelphia, Pennsylvania time, no later than two Business Days after the last of the conditions to Closing set forth in ARTICLE VII have been satisfied or waived (other than conditions which, by their nature, are to be October , 2006 (satisfied on the “Closing Date”) ), at the offices of the Purchaser at ▇▇▇ Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇Suite 2000, ▇▇▇▇▇▇▇Philadelphia, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇Pennsylvania 19103, or (if not at such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, other time or some on such other time, date and or at such other place as the Parties Company and Parent may agree. At mutually agree upon in writing (the date on which the Closing takes place is herein referred to as the “Closing Date”). (b) Section 2.3(b) of the Schedule of Exceptions sets forth payoff details, including wire instructions, for all amounts to be paid at Closing pursuant to Section 2.3(c) and all of the Company Expenses as of the Closing:. (ac) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest Subject to the Purchaser; terms and (ii) give the undertakings and make the covenants conditions set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest Parties shall convey good and marketable title consummate the following transactions on or prior to the Equity Interest held by such SellerClosing Date: (i) At least three (3) business days prior to the Closing, free the Company shall deliver the Estimated Closing Statement to Parent for Parent’s review and clear of any and all Liensapproval; (bii) The Company will deliver evidence of delivery of letters of transmittal, in the form attached hereto as Exhibit C (the “Letters of Transmittal”), to the Company Stockholders; (iii) The Company will obtain the Company Stockholder Approval and deliver to Parent and Merger Sub the executed Written Consent; (iv) The Parties will file the executed Certificate of Merger with the Secretary of State of the State of Delaware pursuant to which the Merger will become effective; (v) If not already satisfied by the Company prior to the Closing, Parent will, on behalf of and as directed by the Company, prepay in full in cash all of the Indebtedness (the “Closing Indebtedness”) and all of the Company Expenses at Closing as set forth in Section 2.3(b) of the Schedule of Exceptions; (vi) Parent will pay, or cause to be paid to the Stockholders’ Representative, the Stockholders’ Representative Expense Amount as set forth in Section 2.3(b) of the Schedule of Exceptions; (vii) Parent will pay or cause to be paid to the Stockholders’ Representative for the benefit of the Company Stockholders an amount (the “Closing Payment”) equal to (A) the Sellers shall Estimated Merger Consideration, less (B) the Holdback Amount, less (C) the Stockholders’ Representative Expense Amount, less (D) the Closing Indebtedness and the Company Expenses, each as set forth on the Estimated Closing Statement, by wire transfer of immediately available funds in accordance with instructions delivered to Parent by the Stockholders’ Representative prior to the date hereof; and (viii) Each Party will deliver to the Purchaser share transfers other Parties such certificates and certificate(s) other documents as set forth in a registrable form evidencing the Equity Interest duly endorsed in blank Section 2.11, or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest as may be reasonably requested by such other Parties to the Purchaser in accordance evidence compliance with the Company’s Constitution;terms hereof. (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each The Company will provide Parent and Merger Sub at the Closing with customary payoff letters from all holders of the Closing Indebtedness and will make arrangements reasonably satisfactory to Parent and Merger Sub for such holders to provide to Parent and Merger Sub recordable form lien releases and such other conditions precedent set out in this Section 2 documents reasonably requested by Parent and Section 7Merger Sub.

Closing. The closing for the purchase and sale of the Equity Interest Acquisition (the “Closing”) shall be October , 2006 take place on the date hereof (the “Closing Date”) at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, One ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, unless another place is agreed to in writing by the parties (it being understood that the Closing may be effected by the delivery of documents via e-mail, facsimile and/or overnight courier). The Closing and will be effective as of 12:01 AM Boston, Massachusetts local time on the Closing Date. (a) In connection with the execution and delivery of this Agreement, Purchaser shall deliver or cause to be delivered to Seller, at or before the Closing: (i) the Upfront Consideration; (ii) a reasonably current good standing or similar certificate of each of ▇▇▇▇▇ and ▇▇▇▇▇ Therapeutics, certified by the Secretary of State of the State of Delaware; (iii) a reasonably current copy of the certificate of incorporation of each of ▇▇▇▇▇ and ▇▇▇▇▇ Therapeutics, certified by the Secretary of State of the State of Delaware; (iv) certificates, duly executed by an authorized officer of each of ▇▇▇▇▇ Therapeutics and ▇▇▇▇▇, (A) certifying and attaching a copy of the certificate of incorporation or by-laws (or the comparable governing instruments) of ▇▇▇, ▇▇ or ▇▇▇▇▇ Therapeutics (if not such dateas the case may be); and (B) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction certifying and attaching all requisite resolutions or actions of the conditions set forth in Section 7 and 8board of directors and, if applicable, the stockholders of ▇▇▇▇▇ or some other time, date and place ▇▇▇▇▇ Therapeutics (as the Parties case may agree. At the Closing: (abe) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: approving (i) sell, transfer, convey, assign the execution and deliver delivery of this Agreement and the Equity Interest Other Transaction Documents to the Purchaser; which it is a party and (ii) give the undertakings consummation of the transactions contemplated thereby; and (v) a certified copy of the articles of association of Purchaser; attaching a copy of the resolutions and make minutes of the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment board of directors of Purchaser approving (i) the execution and delivery of this Agreement and the Equity Interest shall convey good relevant Other Transaction Documents and marketable title to (ii) the Equity Interest held by such Seller, free and clear consummation of any and all Liens;the transactions contemplated thereby. (b) In connection with the Sellers shall execution and delivery of this Agreement, Seller shall, at or before the Closing, deliver or cause to be delivered to Purchaser or, in the case of the items set out in paragraph (x) below, make available to Purchaser at the Maltese premises of the Company or such other location as Purchaser may reasonably request: (i) one share certificate for the Transferred Shares in the name of the Purchaser accompanied by a share transfer instrument relating to the Purchaser share transfers and certificate(s) in a registrable form evidencing Transferred Shares as signed by the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s ConstitutionSeller; (cii) the Sellers and the Company shall also deliver a signed statutory Form T relating to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7.Transferred Shares;

Closing. The closing for of the purchase and sale of the Equity Interest Subject Shares (the “Closing”) shall take place (i) at 10:00 a.m. (New York City time) on a date to be October specified by the parties hereto, 2006 which date shall be no later than the second business day after satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the “Closing Date”Closing, but subject to the satisfaction or waiver of those conditions at such time), and (ii) immediately prior to the closing of the Merger, at the offices of the Purchaser at Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other unless another time, date and or place as is agreed to in writing by the Parties may agreeparties hereto (such date upon which the Closing occurs, the “Closing Date”). At the Closing: (a) Parent shall pay the Purchaser agrees Cash Purchase Price by wire transfer in immediately available funds to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest an account designated by Shareholder in writing no less than two business days prior to the Purchaser; Closing; (b) Shareholder shall deliver to Parent one or more certificates representing the Subject Shares, with all necessary stock transfer stamps (to the extend they are required) affixed thereto, duly endorsed in blank or accompanied by stock transfer power duly endorsed in blank and (ii) give such other documents as may be necessary to effect the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery transfer of the Equity Interest shall convey good and marketable title Subject Shares to the Equity Interest held by such Seller, Parent free and clear of any and all Liens; (bc) the Sellers Merger Sub shall deliver to Shareholder each of the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers Notes, duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitutionby Merger Sub; (cd) the Sellers and the Company Shareholder shall also deliver to Parent the Purchaser certificate contemplated by Section 6.2; (e) Parent shall deliver to Shareholder the opinions, certificates and further assurances as certificate contemplated herein. The payment by Section 6.3; (f) Parent shall deliver to Shareholder evidence of the Tranche 1 Consideration wire transfer referenced in Section 2.3(a); and (g) Parent shall be deliver to Shareholder a receipt for the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Subject Shares.

Closing. The closing for the purchase and sale of the Equity Interest (the “Closing”) shall be October , 2006 take place remotely on the date hereof (the “Closing Date”) or at such other place, time or date as may be mutually agreed upon in writing by the offices parties. The Closing may take place by exchange of documents and signatures by email, facsimile and overnight mail, as appropriate. (a) At the Purchaser at ▇▇▇ ▇▇▇▇▇Closing, (i) GMAR will assign and transfer to the Company all of its right, title and interest in and to the Assets, and the Company will accept the Assets, by execution and delivery of a ▇▇▇▇ ▇▇▇▇▇▇▇, ▇of Sale substantially in the form of Exhibit E hereto (the “▇▇▇▇ ▇▇▇of Sale”); (ii) the Company will issue the Company GMAR Shares in uncertificated or book-entry form and deliver to GMAR a notice of issuance of uncertificated shares reflecting the issuance of the Company GMAR Shares, ▇▇▇▇▇▇▇, ▇▇▇(iii) EXPL will issue the EXPL Shares in uncertificated or book-entry form and deliver to the Company a notice of issuance of uncertificated shares reflecting the issuance of the EXPL Shares; (iv) the Company will issue the Company EXPL Shares in uncertificated or book-entry form and deliver to EXPL a notice of issuance of uncertificated shares reflecting the issuance of the Company EXPL Shares; (v) GMAR and EXPL will execute and deliver the Equipment Purchase Agreement and the ▇▇▇▇ ▇▇▇▇▇of sale contemplated thereby; (vi) GMAR, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, EXPL and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign Company will execute and deliver the Equity Interest to Voting Agreement; (vii) the PurchaserCompany and EXPL will execute and deliver the Registration Rights Agreement; and (iiviii) give the undertakings Company and make EXPL will execute and deliver the covenants set forth in this Support Services Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens;. (b) This Agreement, the Sellers shall deliver to Equipment Purchase Agreement, the Purchaser share transfers and certificate(s) in a registrable form evidencing Voting Agreement, the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for Registration Rights Agreement, the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers Support Services Agreement and the Company shall also deliver ▇▇▇▇ of Sale are referred to collectively as the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other “Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7”.

Closing. The closing for (a) Subject to the purchase Conditions to Closing set forth in Sections 6(e) and sale 6(f) below, the Seller’s lender Approval set forth in Section 6(g) below and the satisfaction or waiver of the Equity Interest other contingencies and conditions set forth herein, the closing under this Agreement (the “Closing”) shall be October occur on the date determined by Buyer provided such date is on or before August 30, 2006 2013 (the “Closing Date”) at the offices of the Purchaser at ▇▇▇▇▇▇▇ ▇▇▇▇▇ Boult ▇▇▇▇▇▇▇▇ LLP, Roundabout Plaza, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇or at such other location as the parties shall mutually agree; provided, or (if not such date) as soon as possible thereafterhowever, but that in no event later than ten (10) Business Days after satisfaction of addition to the conditions rights to extend Closing set forth in Section 7 6(e)(8) and 825 below, Seller or some Buyer may by written notice to the other time, date and place as no later than five (5) business days before the Parties may agree. Closing Date extend the Closing Date fifteen (15) business days. (b) At the time of Closing, Seller shall deliver the following: (a1) the Purchaser agrees Master Sublease and Purchase Agreement A and Master Sublease and Purchase Agreement B, each to purchase the Equity Interest from the Sellers, LGP Realty duly executed by Seller and the Sellers jointly and severally agree to: Affiliates of Seller. (2) (i) sellA Tennessee Special Warranty deed executed by the applicable Seller or Affiliate of Seller with respect to Store #29 in form and substance reasonably acceptable to Seller and Buyer, transfer, convey, assign conveying good and deliver the Equity Interest marketable title to Store #29 subject only to the PurchaserPermitted Encumbrances to LGP Realty; and (ii) give a ▇▇▇▇ of sale conveying Seller’s right, title and interest in and to the undertakings Fuel-Related Equipment located at Store #29 and make the covenants Leasehold Properties in the form attached hereto as Exhibit D to LGWS. (3) A duly executed Assignment and Assumption Agreement for the Assumed Tenant Leases in the form attached hereto as Exhibit B (the “Assignment and Assumption of Assumed Tenant Lease”) to LGP Realty. (4) A duly executed Assignment and Assumption Agreement for the Leasehold Properties and the Leases in the form attached hereto as Exhibit C (the “Assignment and Assumption of Lease”) to LGWS. (5) A duly executed Assignment and Assumption Agreement for the Intellectual Property in the form attached hereto as Exhibit E (the “Assignment and Assumption of Intellectual Property”) to LGWS. (6) A duly executed Assignment and Assumption Agreement for the Assumed Contracts in the form attached hereto as Exhibit F (the “Assignment and Assumption of Assumed Contracts”) to LGW. (7) A duly executed Assignment and Assumption Agreement for the Motiva Agreement in the form attached hereto as Exhibit G (the “Assignment and Assumption of Motiva Agreement”) to LGW. (8) As set forth in this Agreement. Such issuanceSection 18(d) below, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers Mortgages (as defined in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (cSection 18(d) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7.below)

Closing. (a) The closing for the purchase and sale of the Equity Interest transfer of the Shares contemplated hereunder (the “Closing”) shall be October , 2006 (the “Closing Date”) at take place on a Business Day in the offices of the Purchaser Proskauer Rose at ▇▇▇ ▇Suites 1701-1705, 17/F, Two ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ or (if not at such date) other location as may be mutually agreed by the Parties, as soon as possible thereafter, practicable but in no event later than ten (10) three Business Days after satisfaction following the date upon which all of the conditions set forth in Section 7 and 8Article VI, other than those that by their nature may only be satisfied or waived at the Closing, have been satisfied or waived as of the date of the Closing, or some such other time, date and place as the Parties may agree. mutually agree (the “Closing Date”). (b) At the Closing: (a) , Seller shall deliver the following documents to Purchaser agrees to purchase against payment of the Equity Interest from the Sellers, and the Sellers jointly and severally agree toPurchase Price by Purchaser: (i) selloriginals of one or more certificates evidencing the Shares, transferaccompanied by duly executed irrevocable stock powers in such form as required by the transfer agent, conveywith any required transfer stamps affixed thereto (the “Share Certificates and Stock Powers”), assign and deliver the Equity Interest to the Purchaser; and (ii) give a duly executed letter of instruction from Seller, in such form as required by the undertakings transfer agent, instructing the transfer agent to transfer the Shares to Purchaser (the “Transfer Instruction”), and make (iii) such other documents as may be required by the covenants set forth transfer agent in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery order to complete the transfer of the Equity Interest shall convey good and marketable title Shares from Seller to the Equity Interest held by such Seller, free and clear of any and all Liens; Purchaser (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents the Share Certificates and forms required for Stock Powers and the stamping of Transfer Instruction, the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution;“Seller Deliverables”). (c) At the Sellers Closing, Seller and Purchaser shall take the Company following actions in the sequence set out below: (i) upon Purchaser’s inspection of the Seller Deliverables to its satisfaction, Purchaser shall also deliver to Seller the Purchaser Purchase Price by initiating a wire transfer of immediately available funds to an account designated by Seller no later than five (5) Business Days prior to the opinionsClosing Date (the “Wire Transfer”); and (ii) immediately upon Purchaser’s presentation to Seller of the irrevocable instruction initiating the Wire Transfer, certificates Seller shall deliver the Seller Deliverables to Purchaser. For the avoidance of doubt, the provisions under this subsection (c) are intended to describe the agreed mechanics of the Closing only but Closing shall not be deemed to have consummated until all deliveries described in Section 2.2(b) shall have been made, including, without limitation, receipt of the Purchase Price by Seller, and further assurances as contemplated herein. The all such deliverables (including without limitation payment of the Tranche 1 Consideration Purchase Price) shall be the last action performed at Closing deemed to occur simultaneously and shall to be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) upon each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7other.

Closing. The closing for of the purchase and sale of the Equity Interest Property by Seller to Buyer (the “"Closing”") shall be October , 2006 occur upon the later of: (a) on or before the 10th business day after the expiration of the Inspection Period or (b) within ten (10) business days after the Tenant takes possession of the building and begins paying rent (the “"Closing Date”) at "). The parties may elect to close prior to the offices scheduled Closing Date upon mutual consent. An escrow officer of the Purchaser Title Company at ▇▇▇ ▇▇its office in Syracuse, New York shall close this transaction. Time is of the essence with regard to the Closing Date. At the Closing, the following, which are mutually concurrent conditions, shall occur; (a) Buyer, at its expense, shall deliver or cause to be delivered to Seller the following: (1) the Purchase Price in funds available for immediate value in Seller's accounts; (2) the Earnest Money shall be de▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or to Seller and credited against the Purchase Price; (if not such date3) as soon as possible thereafter, but an Assignment and Assumption of Lease in no event later than ten (10) Business Days after satisfaction the form to be mutually agreed upon by the parties prior to the expiration of the conditions set forth in Section 7 Inspection Period, fully executed and 8, or some other time, date and place as the Parties may agree. At the Closing:acknowledged by Buyer; (a4) evidence satisfactory to Seller and Title Company that the Purchaser agrees to purchase person executing the Equity Interest from the SellersClosing documents on behalf of Buyer has full right, power, and authority to do so; and (5) such other documents as may be reasonably requested by the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth Title Company or Seller in accordance with this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens;. (b) the Sellers Seller, at its expense, shall deliver or cause to be delivered to Buyer the following: (1) An Assignment and Assumption of Lease in the form to be mutually agreed upon by the parties prior to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping expiration of the transfers Inspection Period, fully executed and acknowledged by Seller, accompanied by the original Lease and original Amendments thereto, if any; (2) A New York statutory form of general warranty deed in respect the form to be mutually agreed upon by the parties prior to the expiration of the Review Period, fully executed and acknowledged by Seller, conveying to Buyer the Land and Improvements; (3) A tenant estoppel certificate in the form as shown on Exhibit B attached hereto, fully executed by Tenant; (4) Evidence reasonably satisfactory to Buyer and Title Company that the persons executing and delivering the Closing documents on behalf of Seller have full right, power and authority to do so; (5) A certificate meeting the requirements of Section 1445 of the Internal Revenue Code of 1986, executed and sworn to by Seller; (6) such other documents as may be reasonably requested by the Title Company or by Buyer in accordance with this Agreement, or as are customarily executed in New York to effectuate the conveyance of the Equity Interest property similar to the Purchaser Property; (7) Assignment of documents as required in accordance with the Company’s Constitution;paragraph 1 (c) hereof. (c) Seller shall pay the Sellers following costs of closing: escrow fees, recording costs, and any brokerage fees to third parties engaged by Seller. Each party shall pay one-half of all other closing costs, such as realty transfer tax (deed stamps), and fees to obtain the Company title insurance commitment and policy premiums; each party shall also deliver to pay its own attorney's fees. Buyer shall pay the Purchaser the opinionsmortgage tax due on any mortgage granted by Buyer at closing, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and if any. (d) each Rent due under the Lease shall be prorated as of the other conditions precedent set out in this Section 2 Closing Date, Seller being charged and Section 7credited for all of same up to the Closing Date and Buyer being charged and credited for all of same on and after the Closing Date; provided, however, that, if the wire payoff to Seller's mortgagee is received later than 1:00pm EST on the day of closing then the Seller, and not Buyer, shall be credited for the Rent paid under the Lease that is attributable to the day of closing. Utility charges and taxes are paid by the Tenant and shall not be prorated at Closing. All prorations made at Closing shall be considered a final settlement between the parties.

Closing. The closing for (i) If after giving effect to the provisions of this Section 9, the Demand Offerees shall have agreed to purchase all (and sale not less than all) of the Equity Interest Demanding Stockholder's Common Stock proposed to be registered, each Demand Offeree shall give written notice containing its offer within such 5 Business Day period, or such 3 Business Day period, as the case may be (the “Closing”"Section 9 Notice") to the Demanding Stockholder and the consummation of such purchase shall be October take place pursuant to this Section 9(c). (ii) Unless otherwise agreed to by the parties, 2006 the consummation of any disposition of the Demanding Stockholder's Common Stock (the “Closing Date”"Section 9 Closing") to each Demand Offeree pursuant to this Section 9 shall take place at the offices of the Purchaser at ▇▇▇ Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) ▇ within 3 Business Days after satisfaction the date of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree9 Notice. At the Section 9 Closing: (a) , each Demand Offeree shall deliver a certified or bank cashier's check or payment by wire transfer of federal funds in the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest appropriate amount to the Purchaser; and (ii) give Demanding Stockholder against the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and simultaneous delivery of certificates representing the Equity Interest shall convey good Common Stock being purchased, duly endorsed and marketable title to the Equity Interest held by such Sellerin proper form for transfer, free and clear of any all liens, claims and all Liens;encumbrances, except as provided by this Agreement. (biii) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping The obligation of the transfers in respect of parties hereto to consummate the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment closing of any of the Total Consideration by the Purchaser sales of Common Stock shall be unequivocally conditioned upon: subject to (aA) each the expiration or termination of any applicable waiting periods under the HSR Act, and (B) no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining the consummation of any such transaction then being in effect. (iv) Notwithstanding anything to the contrary contained herein, if (A) any waiting period under the HSR Act applicable to the consummation of any such transaction pursuant to this Section 9 shall not have expired or been terminated, or (B) any preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining the consummation of any such transaction shall be in effect, in any case, as of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out date specified in this Section 2 9 for the consummation of such transaction, such date shall be deemed to be 3 Business Days following the latest to occur of (x) the expiration or termination of the waiting period, (y) the expiration or termination of such order or injunction, and (z) the receipt of such material approvals; provided, however, that the closing for such transaction shall not be delayed more than 60 days after the date specified in this Section 79.

Closing. (a) The closing for the sale and purchase and sale of the Equity Interest Transferred Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the “Closing”) shall to be October , 2006 (the “Closing Date”) held at the offices of the Purchaser at ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇at 10:00 a.m. Pacific time on (i) the first (1st) Business Day of the month commencing at least two (2) Business Days following the date of the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date) (the “Satisfaction Date”), if not such date) as soon as possible thereafter, but in first Business Day of the month is no event later more than ten (10) Business Days after satisfaction following the Satisfaction Date, or otherwise (ii) the fifth (5th) Business Day following the Satisfaction Date, or at such other place or at such other time or on such other date as the Seller and the Buyer mutually may agree in writing, but in any event the Closing shall not occur earlier than September 1, 2014 unless the Buyer and the Seller so agree in writing. The Closing will be deemed effective as of 12:00:01 a.m. Eastern Daylight Time on the Closing Date. The day on which the Closing takes place is referred to as the “Closing Date.” (b) At the Closing, the Seller shall deliver or cause to be delivered to the Buyer (or, if indicated below, the Title Company) the following documents: (i) the ▇▇▇▇ of Sale, duly executed by the Seller; (ii) the Assumption Agreement, duly executed by the Seller; (iii) the Assignment of Intellectual Property, duly executed by the Seller; (iv) the Seller Parent Guaranty, duly executed by the Parent; (v) [Intentionally Blank]; (vi) the Transition Services Agreement, duly executed by the Seller; (vii) the Transition Lease, duly executed by the Seller; (viii) certified resolutions of the board of directors of the Seller authorizing the Transactions; (ix) an original of the Deed, duly executed by the Seller and acknowledged, which shall be delivered to the Title Company; (x) a duly completed and signed real estate transfer tax declaration(s) for the Owned Real Property, which shall be delivered to the Title Company; (xi) a Letter of Good Standing of the Seller issued by the Division of Taxation of the State of Rhode Island; (xii) such other documents as may be customarily or reasonably required by the Title Company (which shall be delivered to the Title Company) or as may be agreed upon by the Seller and the Buyer to consummate the purchase of the Owned Real Property and the delivery of the Title Policy as contemplated by this Agreement; (xiii) a duly executed certificate of an executive officer of the Seller certifying the fulfillment of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing:7.3(a); (axiv) the Purchaser agrees to purchase the Equity Interest a certificate of non-foreign status from the SellersSeller in compliance with Treasury Regulations Section 1.1445-2; (xv) fully executed consents to assignment and assumption of each Contract listed in Schedule 2.7(b), to the extent required in order to assign such Contract to the Buyer in form and substance reasonably satisfactory to the Sellers jointly Buyer; provided that Buyer has complied with Section 5.9, if applicable, with respect to such Contract; and (xvi) such other bills of sale, assignments and severally agree to: (i) sellother instruments of assignment, transfer or conveyance, as may be necessary or appropriate to evidence and effect the sale, assignment, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment conveyance and delivery of the Equity Interest shall convey good and marketable title Transferred Assets to the Equity Interest held by such SellerBuyer and to put the Buyer in actual possession or control of the Transferred Assets, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for by the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution;Seller. (c) At the Sellers Closing, the Buyer shall deliver or cause to be delivered to the Seller the following documents: (i) the ▇▇▇▇ of Sale, duly executed by the Buyer; (ii) the Assumption Agreement, duly executed by the Buyer; (iii) the Seller Parent Guaranty, duly executed by the Buyer; (iv) [Intentionally Blank]; (v) the Transition Services Agreement, duly executed by the Buyer; (vi) the Transition Lease, duly executed by the Buyer; (vii) such other documents as may be customarily or reasonably required by the Title Company or as may be agreed upon by the Seller and the Company shall also deliver Buyer to consummate the Purchaser purchase of the opinions, certificates Owned Real Property and further assurances the delivery of the Title Policy as contemplated herein. The payment by this Agreement; (viii) certified resolutions of the Tranche 1 Consideration shall Board of Directors of the Buyer authorizing the Transactions; (ix) a duly executed certificate of an executive officer of the Buyer certifying the fulfillment of the conditions set forth in Section 7.2(a); and (x) such other assumptions, documents and instruments, as may be necessary or appropriate to evidence and effect the last action performed at Closing and shall be made promptly after receipt assumption by the Purchaser Buyer of the Equity Interest. The payment of any of the Total Consideration Assumed Liabilities, duly executed by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Buyer.

Closing. (a) The closing for the purchase and sale of the Equity Interest transactions described in Section 1.01 (the “Closing”) shall be October take place by electronic exchange of documents concurrently with the execution and delivery of this Agreement, 2006 (or at such other time and place as the parties hereto may mutually agree. The date on which the Closing occurs is referred to herein as the “Closing Date.” (b) at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing: (a) the Purchaser agrees , PAG shall deliver, or cause to purchase the Equity Interest from the Sellersbe delivered, and the Sellers jointly and severally agree to: (i) sellto each of Quantum and TME a copy of an instrument of transfer in a form attached hereto as Exhibit A (the “Instrument of Transfer”) of all of PAG’s right, transfer, convey, assign title and deliver the Equity Interest interest in and to the PurchaserTransfer Shares duly executed by PAG; and (ii) give to TME its original share certificates evidencing the undertakings Transfer Shares. (c) At the Closing, Quantum shall deliver, or cause to be delivered, to each of PAG and make TME the covenants set forth Instrument of Transfer duly executed by Quantum. (d) At the Closing, TME shall (i) pay, or cause to be paid, to PAG a cash amount of US$161,916.00 by electronic transfer of immediately available funds to a bank account designated in this Agreement. Such issuance, sale, transfer, conveyance, assignment writing by PAG to TME no later than five (5) Business Days prior to the Closing Date; and delivery (ii) provide any instruction or other document as required by the registered office provider of TME to update the register of members of TME to reflect the transfer of the Equity Interest shall convey good and marketable title Transfer Shares from PAG to Quantum. TME will provide Quantum with a copy of an extract from the Equity Interest held by such Seller, free and clear register of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form members of TME evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping ownership by Quantum of the transfers Transfer Shares as soon as reasonably practicable after such extract becomes available after the Closing. TME will provide PAG with a copy of an extract from the register of members of TME and, if applicable, any replacement share certificate in respect of the conveyance share certificate delivered by PAG under Section 1.02(b)(ii) above, in each case evidencing PAG’s ownership of Ordinary Shares after taking into account the transfer of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Transferred Shares.

Closing. (a) The closing for the purchase and sale of the Equity Interest transactions contemplated hereby (the “Closing”) shall be October , 2006 (the “Closing Date”) occur at the New York offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇Godward Kronish LLP, ▇▇▇▇▇ ▇▇▇counsel to the Transferor, ▇▇▇▇▇▇▇at 10:00 am on the earlier of (i) the “Closing Deadline”, ▇▇▇▇▇▇▇ ▇▇▇▇▇which shall initially be December 15, ▇▇▇2008, or and (if not such dateii) as soon as possible thereaftera date designated by Transferee, but in by no event less than fifteen (15) days’ prior written notice to Transferor, which date must be a business day and must be no later than thirty (30) days after the date on which Transferee has received audited financial statements for the Company for the years 2005, 2006 and 2007 (the “Audited Statements”); provided, however, that, if Transferee has not received the Audited Statements at least fifteen (15) days prior to the Closing Deadline, then Transferee shall have the right to extend the Closing Deadline, from time to time but no more than four times, by at least ten (10) Business Days after satisfaction days prior written notice to Transferor, to a date that is a business day and is not later than June 26, 2009. TIME SHALL BE OF THE ESSENCE with respect to the obligation of each of Transferor, Transferee and the REIT to close the transactions contemplated hereby no later than June 26, 2009, regardless of whether or not the Transferee has received the Audited Statements. The date on which the Closing occurs is referred to herein as the “Closing Date”. (b) At the Closing, Transferor shall execute and deliver to Transferee and/or the REIT (as indicated below) the following (the “Transferor Closing Documents”): (i) An instrument of assignment of the conditions Interest, in the form annexed hereto as Exhibit A (the “Assignment”) (to Transferee); (ii) A representation letter and agreement, in the form annexed hereto as Exhibit B (the “Representation Letter and Agreement”) (to both Transferee and the REIT); (iii) A limited partner signature page to the Partnership Agreement (as defined below), in the form annexed hereto as Exhibit C (to Transferee); (iv) An exchange rights agreement, in the form annexed hereto as Exhibit D (the “Exchange Rights Agreement”) (to both Transferee and the REIT) (v) A mutual release agreement, in the form annexed hereto as Exhibit E (the “Release Agreement”) (to Transferee); (vi) A promissory note evidencing the Additional Loan, in the form annexed hereto as Exhibit F (the “Additional Promissory Note”) (to the REIT); (vii) A pledge agreement, in the form annexed hereto as Exhibit G (the “New Pledge Agreement”) (to the REIT); (viii) A certificate confirming the accuracy as of the Closing Date of the representations and warranties of Transferor set forth in Section 7 2(a) of this Agreement (to both Transferee and 8, or some other time, date and place as the Parties may agree. At the Closing:REIT); and (aix) A certified copy of Transferor’s resolutions approving the Purchaser agrees transactions contemplated hereby (to purchase the Equity Interest from the Sellers, both Transferee and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution;REIT). (c) At the Sellers Closing, the REIT shall advance to Transferor, in immediately available funds, the Additional Loan, and each of Transferee and the Company REIT (as applicable) shall also execute and deliver to Transferor the Purchaser following (together with the opinionsdocuments referred to in Section 3(d), certificates collectively the “Transferee Closing Documents”): (i) The Assignment; (ii) The Representation Letter and further assurances Agreement; (iii) An amended Exhibit A to the Partnership Agreement, naming Transferor as contemplated herein. The payment a limited partner of Transferee and indicating the number of Common Units and the number of Series A Units held by Transferor after the consummation of the Tranche 1 Consideration shall be the last transactions contemplated in this Agreement; (iv) A certificate evidencing action performed at Closing and shall be made promptly after receipt by the Purchaser general partner of Transferee to issue the Units to Transferee, in the form annexed hereto as Exhibit H; (v) Certificates representing the Series A Units required to be issued to Transferor at Closing; (vi) The Exchange Rights Agreement; (vii) The Release Agreement; (viii) The New Pledge Agreement; (ix) A certificate from each of the Equity Interest. The payment of any Transferee and the REIT confirming the accuracy as of the Total Consideration Closing Date of the representations and warranties set forth in Section 2(b) of this Agreement; and (x) A certified copy of the resolutions adopted by the Purchaser board of directors of the REIT approving, both for the REIT itself and in the REIT’s capacity as general partner of Transferee, the transactions contemplated hereby. (d) At the Closing, each of Transferee and the REIT shall be unequivocally conditioned upon: cause: (ai) Proskauer Rose LLP (or another nationally recognized tax counsel experienced in such matters and satisfactory to Transferor) to delivered to Transferor a tax opinion, addressed to Transferor, that, as of the Closing Date, the REIT qualifies as a real estate investment trust for U.S. federal income tax purposes; (ii) each of the Sellers’ due performance Company and Lightstone Prime, LLC, a Delaware limited liability company (“Lightstone Prime”), to execute and deliver the Release Agreement; and (iii) any direct or indirect transferee of Lightstone Prime’s membership interest in the covenants herein; Company to execute and (b) deliver a counterpart signature page to the execution of the other Transaction Documents; Consent to Transfer, Substitution and (d) each of the other conditions precedent set out in this Section 2 and Section 7.Withdrawal annexed hereto as Exhibit I.

Closing. (a) The closing for of the purchase and sale of the Equity Interest First Tranche Ordinary Shares and the First Tranche ADSs (the “First Closing”) shall be October will take place at 10:00 a.m. (Hong Kong time) on December 18, 2006 (the “Closing Date”) 2013 at the offices of the Purchaser at ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ ▇& ▇▇▇▇▇▇▇▇ ▇▇ 12th Floor, The Hong Kong Club ▇▇▇▇▇▇▇▇, ▇▇.▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ S.A.R., or at such other time, date and place as the parties hereto may agree (the “First Closing Date”). At the First Closing, each Seller will deliver to the Company share certificates representing the First Tranche Ordinary Shares and deliver electronically via DTC to the Company the First Tranche ADSs being sold by such Seller, against payment to such Seller of its portion of the Purchase Price as set forth on Schedule 1.01(a) hereto and in accordance with Section 1.02 of this Agreement. (b) The closing of the purchase and sale of the Second Tranche Ordinary Shares and the Second Tranche ADSs (the “Second Closing”) will take place at 10:00 a.m. (Hong Kong time) on January 15, 2014 or, provided the Delay Notice is timely provided by the Company to the Sellers, January 31, 2014, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇ 12th Floor, The Hong Kong Club ▇▇▇▇▇▇▇▇, ▇▇.▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ S.A.R., or (if not at such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties parties hereto may agreeagree (the “Second Closing Date”). At the Second Closing: (a) , each Seller will deliver to the Purchaser agrees to purchase Company share certificates representing the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign Second Tranche Ordinary Shares and deliver the Equity Interest electronically via DTC to the Purchaser; and (ii) give Company the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held Second Tranche ADSs being sold by such Seller, free and clear against payment to such Seller of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping its portion of the transfers in respect of the conveyance of the Equity Interest to the Purchaser Purchase Price as set forth on Schedule 1.01(b) hereto and in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment Section 1.02 of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Agreement.

Closing. The closing for (a) At the purchase Closing (i) the Insurer shall issue to the Plan and sale deliver to the Plan Trustee the Group Annuity Contract (the “Group Annuity Contract Issuance”); (ii) the Independent Fiduciary shall irrevocably direct the Plan Trustee to (A) assign, transfer and deliver to the Insurer the Transferred Assets as set forth on the Final Asset Statement (other than the assets of Contract 300 Portfolio P listed on the Final Asset Statement) in accordance with the procedures set forth in Appendix 2.1-A, in an amount up to the Closing Final Premium and (B) pay to the Insurer an amount of Cash (the “Cash Closing Payment”) equal to the excess, if any, of the Equity Interest Closing Final Premium over the aggregate Final Pre-Closing Asset Valuation of the assets in the Final Plan Portfolio (collectively, the “Closing Asset Transfers”); and (iii) Insurer Parent, together with the Company, shall issue a Joint Written Direction to the Escrow Agent directing the Escrow Agent to transfer all cash and other assets held in the Escrow Account to an account designated by the Company. As of the Closing Date, the Insurer shall, pursuant to the terms of the Group Annuity Contract, unconditionally and irrevocably guarantee the full payment of all Annuity Payments as set forth in the Group Annuity Contract in respect of each Covered Life, Contingent Life and any applicable Beneficiary, and will assume all investment risk associated with the Final Plan Portfolio. (b) On the terms and subject to the conditions set forth in this Agreement, the consummation of the Group Annuity Contract Issuance, issuance of the Joint Written Direction referenced in Section 2.1(a)(iii), and the Closing Asset Transfers (the “Closing”) shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser at Jone▇ ▇▇▇ located at 222 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇, ▇ ▇▇▇▇▇-▇▇▇▇ (▇▇ such other location as will be mutually agreed upon by the Company and the Insurer) on (i) November 1, or (2012, if not such date) as soon as possible thereafter, but in no event later than ten (10) at least three Business Days after satisfaction prior to November 1, 2012, all of the conditions set forth in Section 7 and 8, Article VIII have been satisfied or some waived (other time, date and place as the Parties may agree. At the Closing: than (a) the Purchaser agrees conditions that by their nature or pursuant to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest this Agreement are to be satisfied at or immediately prior to the Purchaser; and Closing, but subject to the satisfaction or, where permitted, waiver of those conditions, or (b) conditions with respect to the conclusion of the PBGC Review Period, which must conclude at or any time prior to Closing), (ii) give December 3, 2012, if at least one Business Day prior to December 3, 2012, all of the undertakings and make the covenants conditions set forth in Article VIII have been satisfied or waived (other than (a) conditions that by their nature or pursuant to this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title Agreement are to be satisfied at or immediately prior to the Equity Interest held by such SellerClosing, free and clear but subject to the satisfaction or, where permitted, waiver of any and all Liens; those conditions, or (b) the Sellers shall deliver conditions with respect to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping conclusion of the transfers in respect PBGC Review Period, which must conclude at or any time prior to Closing) or (iii) if the Closing has not occurred on or prior to December 3, 2012, three (3) Business Days following the first date that all of the conveyance of the Equity Interest to the Purchaser conditions set forth in accordance with the Company’s Constitution; Article VIII have been satisfied or waived (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: other than (a) each conditions that by their nature or pursuant to this Agreement are to be satisfied at or immediately prior to the Closing, but subject to the satisfaction or, where permitted, waiver of the Sellers’ due performance of the covenants herein; and those conditions, or (b) conditions with respect to the execution conclusion of the other Transaction Documents; and (d) each of PBGC Review Period, which must conclude at or any time prior to Closing). The date on which the other conditions precedent set out Closing occurs is referred to in this Section 2 and Section 7Agreement as the “Closing Date.”

Closing. 3.01. The closing for the purchase and sale of the Equity Interest transactions contemplated by this Agreement (the “Closing”) shall be October at 1:00 p.m. (New York time) on December 12, 2006 2013 (the “Scheduled Closing Date”) or such earlier date as both Purchaser and the Sellers shall agree, or with respect to any Suspended Facility, on such later date as may be designated in accordance with Article 15 hereof (as the same may be adjusted in accordance with the terms hereof, the “Closing Date”) ), time being of the essence. The Closing shall be held at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇& ▇▇▇▇▇▇ ▇▇▇▇▇LLP or at such other location as the parties may agree, ▇▇▇or by escrow arrangement acceptable to the parties. 3.02. It is a condition to Purchaser’s obligations to proceed to Closing that, as of the Closing Date (a) all of the representations of the Sellers hereunder, and the representations made in Section 17.21 hereof, are true and correct in all material respects as if made on and as of the Closing Date (excepting any changes (A) to Section 4.01(e) or Section 4.01(f) permitted or contemplated by the terms of this Agreement, or (if not such dateB) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction that Purchaser has actual knowledge of prior to the end of the conditions set forth Effective Date), (b) each Seller has performed all of its covenants and satisfied all of its obligations hereunder in Section 7 and 8all material respects, or some other time, date and place as the Parties may agree. At the Closing: (ac) the Purchaser agrees Title Insurance Company has irrevocably committed to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest issue one or more policies of title insurance with respect to the Facilities (subject to payment of premiums by Purchaser; and (ii) give the undertakings and make the covenants set forth with an aggregate liability in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title an amount equal to the Equity Interest held by such Seller, Purchase Price showing the Real Property vested in Purchaser (or Purchaser’s permitted assignee or nominee) free and clear of any occupants or rights to possession other than pursuant to the Leases and the Permitted Exceptions, and any additional title exceptions resulting from documents recorded by Purchaser at Closing, (collectively, the “Title Policy”), (d) each Seller has delivered all Liens;documents and made all other deliveries required in this Agreement and (e) all other conditions to Purchaser’s obligations to proceed to Closing which are expressly set forth in this Agreement are satisfied. If any condition to Purchaser’s obligations hereunder is not fulfilled in any material respect, including any condition not set forth in this Section 3.02, Purchaser shall have no obligation to proceed to Closing, but may do so at its option. If a condition precedent is not fulfilled in any material respect and Purchaser is not prepared to proceed to Closing, the Sellers shall have three (3) business days after the then scheduled Closing Date to cure the same. If the Sellers do not timely satisfy said condition precedent, Purchaser may notify the Sellers in writing that it elects to terminate this Agreement. Upon such termination, the Escrow Agent shall promptly return the Deposit to Purchaser and Purchaser shall return or cause to be returned to the Sellers all unreturned information regarding the Property provided to Purchaser by or on behalf of the Sellers (the “Property Materials”) and the parties shall have no further rights or obligations hereunder except as otherwise expressly provided herein. Purchaser acknowledges that if any of the representations made by any Seller hereunder as of the date hereof are not true and correct in all material respects as if made on and as of the Closing Date, and the cause of which is not the result of a wrongful act or omission of a Seller or default hereunder or breach of such representation when made by a Seller, Purchaser’s sole remedy shall be either to waive the condition described in clause (a) above with respect to such representation (in which event such representation shall be deemed amended to reflect the actual state of facts of which Purchaser has actual knowledge) or terminate this Agreement and receive a return of the Deposit as provided above for failure of a condition. Upon such termination, the Escrow Agent shall promptly return the Deposit to Purchaser and Purchaser shall return or cause to be returned to the Sellers all unreturned Property Materials and the parties shall have no further rights or obligations hereunder except as otherwise expressly provided herein. 3.03. It is a condition to the Sellers’ obligation to proceed to Closing that, as of the Closing Date (subject to any applicable extension periods expressly provided for hereunder) (a) all of Purchaser’s representations hereunder are true and correct in all material respects as if made on and as of the Closing Date, (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with has performed all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; its covenants hereunder, (c) the Sellers Purchaser has delivered all documents and the Company shall also deliver to the Purchaser the opinionsmade all other deliveries required in this Agreement, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the all other conditions precedent to the Sellers’ obligation to proceed to Closing which are set out forth in this Agreement are satisfied. If any condition to the Sellers’ obligation hereunder is not fulfilled in any material respect, including any condition not set forth in this Section 2 3.03, the Sellers shall have no obligation to proceed to Closing, but may do so at their option. If a condition precedent is not fulfilled in any material respect and the Sellers elect not to proceed to Closing, the Sellers may terminate this Agreement by sending written notice to Purchaser without limiting the rights of the Sellers in respect of any default by Purchaser hereunder, including, without limitation, the rights of the Sellers under Section 712.01 hereof.

Closing. 5.1 The closing for by delivery of Shares to the purchase and sale of the Equity Interest Purchaser (the “'Closing”') shall be October as soon as practicable after the satisfaction of all Conditions Precedent as set forth in Section 4 above but in any event after July 3, 2006 and no later than 120 (one hundred and twenty) days from the “date of execution of this Agreement (such date on which Closing occurs is hereinafter referred to as the 'Closing Date”') and at the offices of the Purchaser or at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) location as soon as possible thereafter, but is mutually agreed to in no event later than ten (10) Business Days after satisfaction of writing by the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. Parties. 5.2 At the Closing, the Vendor shall file form FCTRS with the Authorized Dealer, being Citibank N.A. and upon certification of the said Form FC-TRS by the Authorized Dealer and delivery thereof to the Company (with a copy thereof to the Purchaser and the Vendor), the following actions shall take place: (a) the Purchaser agrees shall transfer the Purchase Price to purchase such account of the Equity Interest from Vendor as the Sellers, Vendor may specify and shall provide evidence thereof to the Sellers jointly Escrow Agent and severally agree to: to the Vendor by way of (i) sell, transfer, convey, assign a confirmation from ICICI Bank Limited that a payment of the INR equivalent of USD 115,131,000 (US dollars One Hundred and deliver Fifteen Million One Hundred and Thirty One Thousand only) (converted at the Equity Interest Bombay Spot Rate and less any taxes required to be withheld under law) has been made to the Purchaser; Vendor and (ii) give an acknowledgment of receipt of such confirmation from the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all LiensVendor; (b) thereupon in accordance with the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping terms of the transfers Escrow Agreement, the Escrow Agent shall release the transfer instructions in respect of the conveyance of the Equity Interest to the Purchaser Shares in accordance with the Company’s Constitution; (c) Escrow Agreement so that the Sellers and the Company shall also deliver Shares are transferred to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt account maintained by the Purchaser of with the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Purchaser's DP.

Closing. The closing for the purchase and sale of the Equity Interest (the “Closing”) shall be October , 2006 (the “Closing Date”) will take place at the offices of the Purchaser at Lionel, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, 1700 Bank of America Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, or at such other place as Purchaser and Seller mutually agree, at 8:00 A.M. local time, on the Closing Date and shall be deemed to occur at 11:59 p.m., Las Vegas time, on the Closing Date (the "TRANSFER TIME"). At the Closing, Purchaser will pay the Purchase Price, by wire transfer of immediately available funds to such accounts as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two (2) Business Days before the Closing Date, PROVIDED that $1,500,000 of the Purchase Price shall be delivered by Purchaser by wire transfer of immediately available funds to Nevada Title Company, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, or Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, as escrow agent (if not such date) as soon as possible thereafterthe "ESCROW AGENT"), but in no event later than ten (10) Business Days after satisfaction to be held pursuant to the terms and conditions of the conditions set forth Escrow Agreement. Simultaneously, (a) Seller and Los Pueblos will, and Parent will cause Seller and Los Pueblos to, assign and transfer to Purchaser all of its right, title and interest in Section 7 and 8to the Assets (free and clear of all Liens, or some other timethan Permitted Liens) by delivery of (i) a General Assignment and ▇▇▇▇ of Sale substantially in the form of EXHIBIT B hereto (the "GENERAL ASSIGNMENT"), date duly executed by Seller, (ii) a General Assignment, duly executed by Los Pueblos, (iii) grant, bargain and place sale deeds in proper statutory form for recording and otherwise in form and substance reasonably satisfactory to Purchaser conveying title to the Real Property and (iv) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser's counsel, as shall be effective to vest in Purchaser good title to the Assets (the General Assignment and the other instruments referred to in clauses (iii) and (iv) being collectively referred to herein as the Parties may agree"ASSIGNMENT INSTRUMENTS"), and (b) Purchaser will assume from Seller and Los Pueblos the due payment, performance and discharge of the Assumed Liabilities by delivery of (i) an Assumption Agreement substantially in the form of EXHIBIT C hereto (the "ASSUMPTION AGREEMENT"), duly executed by Purchaser, and (ii) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller's and Los Pueblos' counsel, as shall be effective to cause Purchaser to assume the Assumed Liabilities as and to the extent provided in SECTION 1.02(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the "ASSUMPTION INSTRUMENTS"). At the Closing: (a) the Purchaser agrees , there shall also be delivered to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free Los Pueblos and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall other contracts, documents and instruments required to be the last action performed at Closing delivered under ARTICLES VI and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7VII.

Closing. 4.1 The closing for completion (the “Closing”) of the purchase and sale of the Equity Interest (the “Closing”) Property shall be October , 2006 (the “Closing Date”) at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not take place on such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, a date and place time as agreed to by the Parties may agree. parties hereto. 4.2 At the Closing, the Purchaser shall deliver to the Vendor: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liensa certified cheque or wire transfer for $25,000; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank certified cheque or with stock powers duly executed together with all duly executed documents and forms required wire transfer for the stamping $25,000 for payment of the transfers Option Fee, as defined in respect of the conveyance of Option Agreement, which will be effective only following that payment and the Equity Interest to the Purchaser in accordance with the Company’s ConstitutionClosing; (c) share certificate(s) or DRS receipts representing 21,000,000 Shares in the Sellers name of the Vendor or as directed by the Vendor (the “Consideration Shares”); and (d) such other instruments and documents as may be reasonably requested by the Vendor to evidence or give effect to the contemplated herein or hereby. 4.3 At the Closing, the Vendor shall effect the transfer of the 100% interest in Canoe and the Company shall also deliver 50% interest in Nine Mile to the Purchaser and deliver the opinionsfollowing to the Purchaser: (a) all Transfer Documents; (b) executed lock up Agreements, certificates as described in Sections 4.4 and further assurances 4.5 below; and, (c) such other instruments and documents as contemplated herein. The payment of the Tranche 1 Consideration shall may be the last action performed at Closing and shall be made promptly after receipt reasonably requested by the Purchaser to evidence the transfers to the Purchaser or give effect to the matters contemplated herein or hereby. If not already done so, the Vendor will also file with the requisite agencies and authorities an assessment report with respect to the Vendor’s past work and expenditures on the Properties, for purposes of recording the maximum work credits available from such work and expenditure on the Properties. The Vendor will also deliver the executed mineral property option to acquire the remaining 50% of the Equity Interest. The payment of any Vendor’s right, title and interest in Nine Mile. 4.4 It is a condition to Closing for the benefit of the Total Consideration by Purchaser that lock up agreements between all shareholders of the Vendor receiving 1,000,000 or more of the Shares and the Purchaser shall be unequivocally conditioned uponentered into, causing those Shares under lock up to be locked up and released as follows: (aA) each of 10% on the Sellers’ due performance of date that is four (4) months following the covenants herein; and Closing Date (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7.“First Release Date”);

Closing. The (a) In accordance with the terms and subject to the conditions of this Agreement, the closing for the purchase and sale of the Equity Interest transaction contemplated by Section 1 (the “Closing”) shall be October , 2006 (take place promptly following the “Closing Date”) at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agreeSecond Effective Time. At the Closing: (ai) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Purchaser agrees to purchase Aggregate Repurchase Price, minus (y) the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the PurchaserHolder Expense Amount; and and (ii) give the undertakings and make Holder shall deliver (or cause to be delivered): (1) the covenants set forth in this Agreement. Such issuance, sale, Repurchase Shares (along with any applicable instruments of transfer, conveyanceincluding stock powers and letters of transmittal, assignment and delivery as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Equity Interest shall convey good and marketable title to Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Equity Interest held by such Seller, free and clear of any and all Liens;Company’s transfer agent. (b) the Sellers The Closing shall deliver be subject to the Purchaser share transfers and certificate(sconditions that, on the Closing Date: (i) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers conditions set forth in respect Article VIII of the conveyance Merger Agreement (including the condition set forth in Section 8.2(g) of the Equity Interest Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the Purchaser satisfaction or waiver thereof in accordance with the Company’s Constitutionterms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects as of the Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects as of the Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Sellers Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the Company shall also deliver parties reasonably may deem to be practical and necessary in order to consummate the Purchaser transactions contemplated by this Agreement, on the opinions, certificates terms and further assurances as contemplated conditions set forth herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7.

Closing. The Subject to satisfaction of conditions to Closing set forth in Section 2.4, the closing for of the transactions contemplated hereby, including the purchase and sale of the Equity Interest Purchase Shares and the payment of the Purchase Price (the “Closing”), shall take place at the offices of Purchaser at any time prior to the End Date (as applicable) shall be October notified by Purchaser to Seller, 2006 or on such other date and at such other time and place as is mutually agreed by the Parties (such date, the “Closing Date”). At the Closing, the following actions and occurrences will take place, all of which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed and no document or certificate shall be deemed to have been delivered, until all actions are completed and all documents and certificates delivered: (a) at The Seller will deliver, or cause to be delivered, to the offices Purchaser the following: (i) A share transfer deed in respect of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇Purchase Shares, ▇▇▇▇▇ ▇▇▇validly executed by the Seller as transferor of the Purchase Shares, ▇▇▇▇▇▇▇in accordance with the Company's organisational documents (the "Share Transfer Deed"); (ii) Written letters of resignation executed by all existing directors of the Company (other than the Company's "outside directors," as defined in Part 6, ▇▇▇▇▇▇▇ ▇▇▇▇▇Chapter 1, ▇▇▇section 5 of the Israeli Companies Law – 1999 (the "Companies Law") and other than directors representing employees and the incumbent chairman) in respect of their position as directors of the Company and of their position as directors of any of the Company's Subsidiaries (such resigning directors, or the "Seller Directors"), effective as of the Closing Date, in the form attached hereto as Exhibit A; (if not such dateiii) A certificate signed on behalf of the Seller by a duly authorised officer of the Seller, dated as soon of the Closing Date, certifying as possible thereafter, but in no event later than ten (10) Business Days after to the satisfaction of the conditions set forth in Section 7 and 82.4(b); (iv) Written confirmation from the financing institutions that hold Security Interests with respect to the Purchase Shares that such Security Interests will be released upon payment of the Purchase Price in accordance with the provisions of Section 2.3(b)(ii) of this Agreement. (v) If applicable, instructions of assignment of rights to Distributions that have been declared but not yet paid, as further set forth in the second sentence of Section 2.2(b). (b) The Purchaser shall deliver, or some other timecause to be delivered, date and place as to the Parties may agree. At Seller the Closingfollowing: (ai) The Share Transfer Deed validly executed by the Purchaser agrees as transferee of the Purchase Shares; (ii) Payment of the Purchase Price by wire transfer of immediately available funds to purchase one or more bank account(s) designated by the Equity Interest from Seller in accordance with Section 2.2; (iii) A certificate signed on behalf of the SellersPurchaser by a duly authorised officer of the Purchaser, and dated as of the Sellers jointly and severally agree toClosing Date, certifying the satisfaction of the conditions set forth in Section 2.4(c). (c) No later than ninety (90) days after the date hereof, the Purchaser shall provide the Seller with the names of all persons recommended by the Purchaser to serve as the directors of the Company immediately following the Closing (the "Purchaser Directors"); provided, that: (i) sell, transfer, convey, assign and deliver in any case the Equity Interest number of the appointed Purchaser Directors shall not exceed the number of directors permitted to serve on the PurchaserCompany's Board under applicable law; and (ii) give the undertakings persons recommended by the Purchaser to serve as the Purchaser Directors comply in all respects with the requirements and make qualifications provided for in the covenants Company's organisational documents and under any applicable law, including any MoC regulations and internal resolutions of the MoC; and (iii) Purchaser shall have the right to change the list of Purchaser Directors from time to time until seven (7) days prior to the last date for the issuance of the notice convening the shareholders meeting described in the following sentence. Subject to the Purchaser providing the Seller with the details of the Purchaser Directors as set forth in this Agreement. Such issuanceabove, sale, transfer, conveyance, assignment and delivery the Seller shall convene a meeting of the Equity Interest Company's shareholders, to occur on the date of the Closing, whose agenda shall convey good include the resignation of the Seller Directors and marketable title the election of the Purchaser Directors. The Seller shall either vote the Purchase Shares in favor of the Purchaser Directors or provide the Purchaser an irrevocable proxy to vote the Purchase Shares at such meeting. (d) At the Closing, (i) the Seller and the Purchaser shall provide the Company with the fully executed Share Transfer Deed, accompanied by the share certificates representing the Purchase Shares issued by the Company on the name of the Seller, and (ii) the Parties shall procure that the Company will perform the following actions: (x) record the transfer of the Purchase Shares to the Equity Interest held by such Seller, free Purchaser in the shareholders' register of the Company; and clear of any and all Liens; (by) the Sellers shall deliver to the Purchaser a new share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers certificate in respect of the conveyance Purchase Shares under the name of the Equity Interest to the Purchaser in accordance lieu of the share certificates described in sub-section 2.3(d)(i) above. (e) It is acknowledged by the Seller, that performances by the Company of the actions specified under sub-sections 2.3(c), 2.3(d)(i) and 2.3(d)(ii) above, shall be made concurrently with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt Purchase Price by the Purchaser to the Seller and as an integral part of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Closing.

Closing. The (a) At the closing for on (i) the date of the closing of the purchase and sale by CHP or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of Montecito’s Interests which is the Equity Interest subject of a the right of first offer in accordance with Section 12.2 above (the “ClosingROFO Closing Date”), or (ii) shall be October the Buy-Sell Closing Date in accordance with Section 12.1 above, 2006 (as the case may be, the “Buy-Sell Closing Date”) at Montecito (on the offices ROFO Closing Date), or Buy-Sell Seller (on the Buy-Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy-Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇Seller’s Interest (or with respect to the ROFO Closing Date, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or such portion of such Seller’s Interest which is subject to the assignment) (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction which assignment shall warrant Seller’s ownership of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing: (a) the Purchaser agrees Interest being sold to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, be free and clear of any all liens and other encumbrances) and such other instruments as the Purchaser may reasonably require, to give it good and lien free title to all Liens;of the Seller’s right, title and interest in the Company, subject to the terms of this Agreement. If the Purchaser has elected to have the Seller convey the Seller’s Interest to a designee or nominee of the Purchaser, the Company shall thereafter continue. In such event, the Purchaser and the Company shall indemnify the Seller against claims and liabilities of the Company arising after the date of such conveyance. (b) On the Sellers shall deliver to Closing Date, if the Purchaser share transfers and certificate(sis the remaining Member, then the Purchaser shall, at its option, either (i) in obtain a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping full release of the transfers Seller (or a partial release in respect the event the Seller continues to be a Member after the Closing Date in connection with the sale of the conveyance of the Equity a partial Interest to the Purchaser Third Party Purchaser) from all liability, direct or contingent, by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in accordance with full on the Company’s Constitution;Closing Date. (c) In the Sellers event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date. (d) The Managing Member is hereby authorized to execute and deliver all documents, instruments and agreements deemed necessary or desirable by the Managing Member in its reasonable discretion to consummate the sale of the applicable Interest on the terms required by this Agreement to a Third Party Purchaser. If any Member is required to execute any such documents, instruments or agreements, such Member shall execute the same upon the request of the Managing Member so long as the same are on terms and conditions which are reasonable and customary and do not increase the liability of such Member in such Member’s reasonable discretion. (e) If the Facility is damaged by fire or other casualty or if any Person possessing the right of eminent domain shall give notice of an intention to take or acquire any part of the Facility or the underlying Property of such Facility, and such notice is given between the date of election or deemed election by the Purchaser, and the Closing Date (if any), the following shall apply: (i) If the Facility is not substantially damaged (which shall be deemed to mean damage, the repair of which is reasonably estimated to cost no greater than $500,000.00), then the Purchaser (if any) shall be required to complete the transaction and the insurance proceeds or the relevant part thereof shall be retained by the Company and the Seller (if any) shall not be entitled to any portion thereof and shall credit Purchaser for Seller’s pro rata share (based on the Seller’s Percentage Interest immediately prior to the Closing Date) of any deductible. (ii) If the Facility is substantially damaged (which shall mean a casualty the repair of which is reasonably estimated to cost more than $500,000.00), or if a taking of the Facility worth at least $500,000.00 shall occur, then the Purchaser shall have the option to either (a) accept the Facility in an “as is” condition in which event any insurance or condemnation proceeds, settlements and awards or the relevant part thereof shall be retained by the Company and the Seller shall not be entitled to any portion thereof and shall credit Purchaser for Seller’s pro rata share (based on the Seller’s Percentage Interest immediately prior to the Closing Date) of any deductible, or (b) cancel the purchase. (iii) From and after the determination of the Closing Date, but prior to such Closing Date, provided that the purchase has not been canceled by the Purchaser pursuant to Section 12.3(e)(ii), the Company shall also deliver not settle any claim relating to a casualty that damages the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment Facility or a taking or acquisition of the Tranche 1 Consideration shall be Facility without the last action performed at Closing and shall be made promptly after receipt prior consent of the Purchaser. (iv) In the event that the purchase is canceled by the Purchaser of pursuant to the Equity Interest. The payment of any of above provisions, this Agreement shall remain in effect and continue to be binding on the Total Consideration by parties and either Member shall thereafter have the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this right to continue to exercise its respective rights under Section 2 12.1 and Section 712.2 above.

Closing. (a) The closing for the purchase and sale of the Equity Interest transactions contemplated by this Agreement will take place in a series of separate closings, as set forth in this Article II. Subject to Section 2.1(b), Section 2.1(c) and Section 2.1(d), on or prior to the fifth (5th) Business Day following the satisfaction or waiver of the conditions set forth in Article VII (other than such conditions which, by their nature, are to be satisfied at Closing), or on such other date as the Company and Purchaser Sub may mutually agree in writing, the sale and purchase of the Purchased Assets and the assumption of the Assumed Liabilities contemplated by this Agreement with respect to which such conditions have been satisfied or waived as of such date shall take place at an initial closing (the “Closing”) shall that will be October , 2006 (the “Closing Date”) held at the offices of the Purchaser at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇at 9:00 a.m., New York City time, or such other time, place and date as the Company and Purchaser Sub may agree in writing or remotely via the exchange of executed documents or closing deliverables (the date on which the Closing takes place being the “Closing Date”), provided that, in any event, the Closing Date shall not occur prior to October 17, 2017. The Acquired Stores to be transferred at the Closing are set forth in Section 2.1(c) of the Company Disclosure Schedules. (b) Subject to Section 2.1(c) and Section 2.1(d), Purchaser Sub and the Company will complete the transactions contemplated by this Agreement and the purchase of any Purchased Assets and the assumption of any Assumed Liabilities (other than the Purchased Assets and Assumed Liabilities that were transferred on the Closing Date or any other Subsequent Closing Date) (each, a “Subsequent Closing”) on the second Business Day following (i) receipt by Purchaser Sub of a certificate of the Company signed by a duly authorized representative of the Company, with respect to the Acquired Stores to be transferred at such Subsequent Closing, certifying that the representations and warranties contained in Section 3.17 are true and correct in all respects as of such Subsequent Closing as if made on the applicable Subsequent Closing Date, except for breaches or inaccuracies, as the case may be, as to matters that, individually or in the aggregate, have not had a Material Adverse Effect, (ii) the satisfaction or waiver of (A) the conditions set forth in Section 7.2(b), Section 7.2(d) (solely with respect to the first Subsequent Closing) and Section 7.3(b), (B) solely with respect to the Closing, the condition that the Company shall have tested the Duplicate IT System (using the Developed Testing Procedures) and the Key IT Systems, in each case, with respect to the Acquired Stores to be transferred at the Closing, (C) solely with respect to the Closing and the first Subsequent Closing, the condition that the Company shall have based upon such datetests certified to Purchaser Sub as to the operational readiness of the Duplicate IT System, by having delivered to Purchaser Sub an Operational Duplicate IT System Certificate, and the operational readiness of the Key IT Systems, in each case applicable to the Acquired Stores to be transferred at such Closing or such first Subsequent Closing, as applicable, and (D) solely with respect to the first Subsequent Closing, the condition that Parent shall have had a reasonable opportunity to test the operational readiness of the Duplicate IT System with respect to the Acquired Stores transferred at the Closing using the Developed Testing Procedures and shall have reasonably determined that (i), with respect to the Duplicate IT System, the results of such test were consistent with the Operational Duplicate IT System Certificate and (ii), with respect to the Key IT Systems, the Key IT Systems with respect to the Acquired Stores transferred at the Closing operate in a manner that is substantially consistent with the Company’s past practice (except as soon as possible thereaftermay be otherwise contemplated by the Transition Services Agreement) and support the operation of all critical areas of the Company’s business (including pharmacy, but in no event later than ten front of store operations, employee scheduling and management, procurement, supply chain, finance and accounting and data warehousing); provided that, if Parent (10or the Company) Business Days after satisfaction shall have reasonably determined that any of the conditions set forth in Section 7 and 8this clause (D)(ii) have not been satisfied such that there is a material impact on the operation of the Acquired Stores to be transferred at the Closing, Parent (or some other timethe Company, date and place as the Parties case may agree. At be) shall promptly provide notice thereof to the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellersother party specifying any deficiencies in reasonable detail, and the Sellers jointly parties shall use reasonable best efforts to cooperate to promptly cure any such deficiencies; and severally agree to: (iii) the delivery to Purchaser Sub of the Inventory Statement and the report specified in Section 2.5(b) (the “Subsequent Closing Conditions”), pursuant to the terms and conditions of this Agreement. The date on which a Subsequent Closing occurs is hereinafter referred to as the “Subsequent Closing Date”; provided, however, that the sale and purchase of the Distribution Centers (and the assets in the Distribution Centers to the extent Purchased Assets) (the “Distribution Center Closing”) shall occur on the last day of the Transition Period (as defined in the Transition Service Agreement) or such earlier date as mutually agreed by the Parties (such date, the “Distribution Center Closing Date”), subject to receipt by Purchaser Sub of a certificate of the Company signed by a duly authorized representative of the Company, with respect to the Distribution Centers (and the Purchased Assets therein), certifying that the representations and warranties contained in Section 3.17 are true and correct in all respects as of the Distribution Center Closing as if made on the Distribution Center Closing Date, except for breaches or inaccuracies, as the case may be, as to matters that, individually or in the aggregate, have not had a Material Adverse Effect. Assuming the conditions applicable to the first Subsequent Closing described in this Section 2.1(b) are satisfied, the first Subsequent Closing shall occur within the later of the date that is (i) sell, transfer, convey, assign and deliver thirty (30) days after the Equity Interest to the Purchaser; Closing Date and (ii) give fourteen (14) days after the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery end of the Equity Interest shall convey good and marketable title to calendar month in which the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution;Closing occurred. (c) Notwithstanding anything herein to the Sellers contrary, with respect to any Acquired Store, (i) in no event shall the Parties complete, or be obligated to complete, the Closing or a Subsequent Closing with respect to such Acquired Store prior to the later of (A) the date set forth with respect to such Acquired Store on Section 2.1(c) of the Company Disclosure Schedules (the “Acquired Store Scheduled Closing Date”), (B) the Closing Date and (C) the earlier of (x) the date on which all required Pharmacy Approvals relating to such Acquired Store, if any, and all required consents under any Acquired Lease relating to such Acquired Store, if any, (collectively, the “Acquired Store Approvals”) have been obtained and (y) the date that is sixty (60) days after the Acquired Store Scheduled Closing Date (the later of (A), (B) and (C), the “Acquired Store Outside Date”), (ii) if any required Acquired Store Approvals have not been obtained with respect to such Acquired Store as of the applicable Acquired Store Outside Date and the Acquired Store Approvals outstanding with respect to such Acquired Store include any required consents under any Acquired Lease relating to such Acquired Store, then, at Parent’s election, (A) such Acquired Stores and all of the related assets and Liabilities shall be retained by the Company and the Purchase Price shall also deliver be reduced as set forth on Section 2.2 of the Company Disclosure Schedules (and the amounts payable pursuant to Section 2.7 shall be reduced accordingly) or (B) to the Purchaser extent mutually agreed among the opinionsParties, certificates and further assurances as contemplated herein. The payment such Acquired Store shall be replaced with one or more other stores of the Tranche 1 Consideration Company, and each such replacement store shall thereafter be the last action performed at Closing deemed an Acquired Store for purposes hereof and shall be made promptly after receipt by subject to an Acquired Store Scheduled Closing Date as the Purchaser Parties shall reasonably agree with respect to such replacement store and (iii) if the only Acquired Store Approval outstanding with respect to such Acquired Store is a Pharmacy Approval, then at the Company’s election, (A) Parent shall acquire the prescription and customer records related to such Acquired Store consistent with a “file buy” acquisition and all Inventory located at such Acquired Store and shall assume all obligations under the Acquired Lease relating to such Acquired Store, and Parent shall bear all costs and expenses (including severance, if applicable) in connection with the shutdown of such Acquired Store (and, for the avoidance of doubt, the Purchase Price shall not be reduced as a result thereof) or (B) to the extent mutually agreed among the Parties, such Acquired Store shall be replaced with one or more other stores of the Equity Interest. The payment of any of the Total Consideration by the Purchaser Company, and each such replacement store shall thereafter be deemed an Acquired Store for purposes hereof and shall be unequivocally conditioned upon: (a) each of subject to an Acquired Store Scheduled Closing Date as the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and Parties shall reasonably agree with respect to such replacement store. (d) each Notwithstanding anything herein to the contrary, in no event shall the Parties complete a Subsequent Closing, except as otherwise agreed upon by Purchaser Sub and the Company, with respect to less than fifty (50) Acquired Stores (other than the final Subsequent Closing) or more than seventy-five (75) Acquired Stores (it being acknowledged and agreed that in the event that the Subsequent Closing Conditions have been satisfied or waived with respect to less than fifty (50) Acquired Stores, the Parties shall complete the Subsequent Closing with respect to such Acquired Stores on the fifth (5th) Business Day following the satisfaction or waiver of the other conditions precedent set out Subsequent Closing Conditions with respect to fifty (50) or more Acquired Stores which have not yet been conveyed to Purchaser Sub, or, in this Section 2 the case of the final Subsequent Closing, any remaining Acquired Stores that have not previously been conveyed to Purchaser Sub). (e) The transfer of the Acquired Regional Offices (and Section 7the Purchased Assets located therein or exclusively related thereto) (each an “Acquired Regional Office Closing”) shall take place on one or more dates prior to the end of the Transition Services Period (as defined in the Transition Services Agreement), as such date or dates shall be reasonably agreed by the Parties, to the extent any lease for such Acquired Regional Office has not expired (provided the Company will use commercially reasonable efforts to renew) and, for the avoidance of doubt, no portion of the Purchase Price shall be payable upon the transfer of the Acquired Regional Offices (and the Purchased Assets located therein or exclusively related thereto).

Closing. (i) The closing for the sale and purchase and sale of the Equity Interest Transferred Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the “Closing”) shall to be October , 2006 (the “Closing Date”) held at the offices of the Purchaser at ▇▇▇ Fulbright & J▇▇▇▇▇▇▇ LLP, 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇Suite 2800, ▇▇▇▇▇▇▇Dallas, ▇▇▇▇▇▇▇ ▇▇▇▇▇Texas 75201, ▇▇▇on the second Business Day following the satisfaction or, or (if not such date) as soon as possible thereafterto the extent permitted by applicable Law, but in no event later than ten (10) Business Days after satisfaction waiver of all conditions to the obligations of the conditions parties set forth in Section 7 and 8(other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), or some at such other time, place or at such other time or on such other date and place as the Parties Seller and the Buyer mutually may agreeagree in writing. The day on which the Closing takes place is referred to as the “Closing Date.” The Closing shall be deemed to be effective as of 11:59 p.m. Dallas time on the Closing Date, and management control of the Transferred Assets will change effective as of that time. Subject to the provisions of Article 9, failure to consummate the purchase and sale provided for in this Agreement on the date, time or at the place determined pursuant to this Section 2(g) will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (ii) At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following documents: (aA) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery duly executed copies of each of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all LiensAncillary Agreements; (bB) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping certified resolutions of the transfers in respect board of directors (or analogous governing body) of each Enumerated Seller Entity authorizing the conveyance of transactions contemplated by this Agreement and the Equity Interest to the Purchaser in accordance with the Company’s ConstitutionAncillary Agreements; (cC) a duly executed certificate of the Sellers secretary (or a similar officer) of each Enumerated Seller Entity as to incumbency and specimen signatures of officers of the Enumerated Seller Entity executing this Agreement and the Company Ancillary Agreements; (D) a duly executed certificate of an executive officer of the Seller pursuant to Section 7(c)(i); (E) a duly executed and acknowledged affidavit of each Enumerated Seller Entity that is transferring Owned Real Property situated in the United States, substantially in the form attached hereto as Exhibit I, stating that such Enumerated Seller Entity is not a “foreign person” as defined in Section 1445 of the Code; (F) a certificate issued by the appropriate Belgian authorities certifying that Flowserve Belgium does not have any outstanding tax liabilities; (G) Certificates of title or ownership for each title vehicle that is a Transferred Asset and that is owned by a Seller Entity (each of which is set forth on Schedule 2(g)(ii)(G)), each of which certificates shall also be duly endorsed by the Seller Entity that owns such vehicle or accompanied by an executed copy of any legally required form of assignment; (H) a copy of the Assignment and Consent attached hereto as Exhibit K (the “Donlen Assignment”) duly executed by Seller and Donlen Trust; (I) a copy of a written lease agreement covering the Facility located in Hellevoetslius, Netherlands duly executed by Flowserve Netherlands and the landlord or owner of such Facility, which lease agreement’s terms and conditions are satisfactory to Buyer and which lease agreement is freely assignable to Furmanite GSG BV without the consent of the landlord or owner of such Facility. (iii) At the Closing, the Buyer shall deliver or cause to be delivered to the Purchaser Seller the opinions, certificates and further assurances as contemplated herein. The payment following documents: (A) duly executed copies of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance Ancillary Agreements; (B) certified resolutions of the covenants herein; and (b) the execution board of directors of the other Transaction Documents; Buyer authorizing the transactions contemplated by this Agreement and the Ancillary Agreements; (dC) each a duly executed certificate of the other conditions precedent set out in secretary of the Buyer as to incumbency and specimen signatures of officers of the Buyer executing this Agreement and the Ancillary Agreements; (D) a duly executed certificate of an executive officer of the Buyer pursuant to Section 2 and Section 7.7(b)(i); and (E) a copy of the Donlen Assignment duly executed by Furmanite Worldwide, Inc.

Closing. The closing for the sale and purchase and sale of $125,000,000 aggregate principal amount of the Equity Interest (the “Closing”) Series 2010-A Notes to be purchased by each Purchaser shall be October , 2006 (the “Closing Date”) occur at the offices of the Purchaser at ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. Chicago time, at a closing on the date hereof or on such other Business Day thereafter on or prior to October 7, 2010 as may be agreed upon by the Company and the Purchasers (the “Initial Closing”). The sale and purchase of the remaining aggregate principal amount of the Series 2010-A Notes to be purchased by each Purchaser shall occur on such day and at such time as requested by the Company at the offices of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (if not such datethe “Delayed Draw Closing,” and each of the Initial Closing and the Delayed Draw Closing, a “Closing”) as soon as possible thereafter, but in by written notice to the Purchasers (the “Delayed Draw Notice”); provided that the Company shall deliver the Delayed Draw Notice to the Purchasers no event later than December 21, 2010. The Delayed Draw Notice shall be delivered to the Purchasers either electronically, by facsimile transmission or overnight delivery service at least ten (10) Business Days after satisfaction days prior to the date that the Company has selected the Delayed Draw Closing to occur and shall specify the date for the Delayed Draw Closing. For the avoidance of doubt, the Delayed Draw Closing shall occur on or prior to December 31, 2010, and no Purchaser shall be obligated to purchase any Series 2010-A Note on any date thereafter. At each Closing the Company will deliver to each Purchaser the Series 2010-A Notes to be purchased by such Purchaser in the form of a single Series 2010-A Note (or such greater number of Series 2010-A Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of such Closing and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 323-265278 at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., New York, New York, ABA Routing Number: 021 000 021, for the benefit of Arch Chemicals, Inc., Account Officer: ▇▇▇▇▇▇▇ ▇▇▇▇, telephone number: ▇▇▇-▇▇▇-▇▇▇▇ option 2, fax number: ▇▇▇-▇▇▇-▇▇▇▇. If at any Closing the Company shall fail to tender such Series 2010-A Notes to any Purchaser as provided above in this Section 3, or any of the conditions set forth specified in Section 7 and 84 shall not have been fulfilled to any Purchaser’s satisfaction, or some other timesuch Purchaser shall, date and place as the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellersat such Purchaser’s election, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest be relieved of all further obligations under this Agreement with respect to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title Series 2010-A Notes to the Equity Interest held be acquired by such SellerPurchaser at such Closing, free and clear without thereby waiving any rights such Purchaser may have by reason of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank such failure or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7such nonfulfillment.

Closing. The closing for the purchase and sale DELIVERIES Seller shall have delivered to PRGI each of the Equity Interest (following, together with any additional items which PRGI may reasonably request to effect the “Closing”) shall be October , 2006 (the “Closing Date”) at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closingtransactions contemplated herein: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery possession of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all LiensPurchased Assets; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitutionintentionally omitted; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and intentionally omitted; (d) each the Bill ▇▇ Sale, the Assignment and Assumption Agreement and the other instruments of transfer as shall be reasonably required by PRGI for the transfer to PRGI of all of Seller's right, title and interest to the Purchased Assets free and clear of all claims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoever, including, without limitation, releases of any and all such claims, liens, encumbrances, security interests and similar interests with respect to the Purchased Assets; (e) the Indemnity Escrow Agreement, duly executed by the Seller and the Representative, as nominee and attorney-in-fact of Seller, together with blank stock powers, duly executed by the Representative with medallion level signature guarantee; (f) the Noncompetition and Nonsolicitation Agreements duly executed by Seller; (g) written Seller Consents from all parties, whose consent to the transactions contemplated herein is required; (h) an opinion of counsel to Seller substantially in the form of Exhibit 4.6(h) attached hereto; (i) the offer letter for employment of the Principal, duly executed by the Principal; (j) the Nonqualified Stock Option Agreement for the Principal, duly executed by the Principal; (k) the Lock-up Agreements, duly executed by Seller and the Representative; (l) intentionally omitted; (m) if applicable, the spousal consents, referred to in the RCI Agreement, duly executed by the spouse of Seller; (n) a release of RBA and the Other Sellers in substantially the form of Exhibit 4.6(o) attached hereto, duly executed by Seller; (o) if applicable, Forms UCC-3, duly executed by each secured lender of Seller, releasing all liens on the Purchased Assets; (p) a Closing Escrow Agreement, duly executed by Seller and the Representative; (q) a Closing Statement, duly executed by Seller; and (r) any other conditions precedent set out in this Section 2 and Section 7documents or agreements contemplated hereby and/or necessary or appropriate to consummate the transactions contemplated hereby.

Closing. The (a) Subject to the Conditions to Closing set forth in Section 7(e) below, the closing for the purchase and sale of the Equity Interest under this Agreement (the “Closing”) shall be October occur on or before December 28, 2006 2012 (the “Closing Date”) at the offices of the Purchaser at ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C., ▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇or at such other location as the parties shall mutually agree; provided, however, Seller or (if not such date) as soon as possible thereafter, but in Buyer may by written notice to the other no event later than ten five (105) Business Days after satisfaction days before the Closing Date extend the Closing Date fifteen (15) days provided further, however, if such notice from Buyer shall extend the Closing Date beyond December 31, 2012, Seller may decline the extension and terminate this Agreement effective December 31, 2012, in which event the Escrow Agent shall thereafter deliver the First Deposit to Seller and return the Second Deposit to Buyer and there shall be no further liability or obligation on any of the conditions set forth in Section 7 parties hereto and 8, or some other time, date this Agreement shall become null and place as the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens;void. (b) At the Sellers time of Closing, Seller shall deliver to Buyer the Purchaser share transfers and certificate(sfollowing: (1) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers A duly executed together with all and acknowledged Special Warranty Deed in recordable form and substantially in the form attached hereto as Exhibit J for each Fee Property (the “Deeds”). (2) A duly executed documents ▇▇▇▇ of Sale for each Fee Property and forms required each Leasehold Property conveying the Personal Property for each Fee Property and Leasehold Property to Buyer in substantially the stamping form attached hereto as Exhibit K (the “Personal Property ▇▇▇▇ of Sale”) and a duly executed ▇▇▇▇ of Sale for each Fee Property and each Leasehold Property conveying the transfers Inventory for each Fee Property and Leasehold Property to LGO in respect substantially the form attached hereto as Exhibit K-2 (the “Inventory ▇▇▇▇ of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution;Sale”). (c3) the Sellers A duly executed Assignment and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) Assumption Agreement for each of the Sellers’ due performance Leases substantially in the form attached hereto as Exhibit L (the “Assignment and Assumption of Lease”). (4) A duly executed Assignment and Assumption Agreement for the covenants herein; Dealer Contracts substantially in the form attached hereto as Exhibit M (the “Assignment and Assumption of Dealer Contracts”). (b5) A duly executed Assignment and Assumption Agreement for the execution Assumed Contracts substantially in the form attached hereto as Exhibit M-2 (the “Assignment and Assumption of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Assumed Contracts”).

Closing. (a) The closing for the purchase and sale of the Equity Interest transactions contemplated by this Agreement will take place in a series of separate closings, as set forth in this Article II. Subject to Section 2.1(b), Section 2.1(c) and Section 2.1(d), on or prior to the fifth (5th) Business Day following the satisfaction or waiver of the conditions set forth in Article VII (other than such conditions which, by their nature, are to be satisfied at Closing), or on such other date as the Company and Purchaser Sub may mutually agree in writing, the sale and purchase of the Purchased Assets and the assumption of the Assumed Liabilities contemplated by this Agreement with respect to which such conditions have been satisfied or waived as of such date shall take place at an initial closing (the “Closing”) shall that will be October , 2006 (the “Closing Date”) held at the offices of the Purchaser at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇at 9:00 a.m., New York City time, or such other time, place and date as the Company and Purchaser Sub may agree in writing or remotely via the exchange of executed documents or closing deliverables (the date on which the Closing takes place being the “Closing Date”). The Acquired Stores to be transferred at the Closing are set forth in Section 2.1(c) of the Company Disclosure Schedules. (b) Subject to Section 2.1(c) and Section 2.1(d), Purchaser Sub and the Company will complete the transactions contemplated by this Agreement and the purchase of any Purchased Assets and the assumption of any Assumed Liabilities (other than the Purchased Assets and Assumed Liabilities that were transferred on the Closing Date or any other Subsequent Closing Date) (each, a “Subsequent Closing”) on the second Business Day following (i) receipt by Purchaser Sub of a certificate of the Company signed by a duly authorized representative of the Company, with respect to the Acquired Stores to be transferred at such Subsequent Closing, certifying that the representations and warranties contained in Section 3.17 are true and correct in all respects as of such Subsequent Closing as if made on the applicable Subsequent Closing Date, except for breaches or inaccuracies, as the case may be, as to matters that, individually or in the aggregate, have not such datehad a Material Adverse Effect, (ii) as soon as possible thereafter, but in no event later than ten the satisfaction or waiver of (10A) Business Days after satisfaction of the conditions set forth in Section 7 7.2(b), Section 7.2(d) (solely with respect to the first Subsequent Closing) and 8Section 7.3(b), (B) solely with respect to the Closing, the condition that the Company shall have tested the Duplicate IT System with respect to the Acquired Stores to be transferred at the Closing using the Developed Testing Procedures, (C) solely with respect to the Closing and the first Subsequent Closing, the condition that the Company shall have based upon such test certified to Purchaser Sub as to the operational readiness of the Duplicate IT System by having delivered to Purchaser Sub an Operational Duplicate IT System Certificate, in each case applicable to the Acquired Stores to be transferred at such Closing or some other timesuch first Subsequent Closing, as applicable and (D) solely with respect to the first Subsequent Closing, the condition that Parent shall have had a reasonable opportunity to test the operational readiness of the Duplicate IT System with respect to the Acquired Stores transferred at the Closing using the Developed Testing Procedures and shall have reasonably determined that the results of such test were consistent with the Operational Duplicate IT System Certificate and (iii) the delivery to Purchaser Sub of the Inventory Statement and the report specified in Section 2.5(b) (the “Subsequent Closing Conditions”), pursuant to the terms and conditions of this Agreement. The date and place on which a Subsequent Closing occurs is hereinafter referred to as the Parties may agree. At “Subsequent Closing Date”; provided, however, that the Closing: sale and purchase of the Distribution Centers (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly assets in the Distribution Centers to the extent Purchased Assets) (the “Distribution Center Closing”) shall occur on the last day of the Transition Period (as defined in the Transition Service Agreement) or such earlier date as mutually agreed by the Parties (such date, the “Distribution Center Closing Date”), subject to receipt by Purchaser Sub of a certificate of the Company signed by a duly authorized representative of the Company, with respect to the Distribution Centers (and severally agree to: the Purchased Assets therein), certifying that the representations and warranties contained in Section 3.17 are true and correct in all respects as of the Distribution Center Closing as if made on the Distribution Center Closing Date, except for breaches or inaccuracies, as the case may be, as to matters that, individually or in the aggregate, have not had a Material Adverse Effect. Assuming the conditions applicable to the first Subsequent Closing described in this Section 2.1(b) are satisfied, the first Subsequent Closing shall occur within the later of the date that is (i) sell, transfer, convey, assign and deliver ninety (90) days of the Equity Interest to the Purchaser; date of this Agreement and (ii) give ten (10) days after the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery end of the Equity Interest shall convey good and marketable title to calendar month in which the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution;Closing occurred. (c) Notwithstanding anything herein to the Sellers contrary, with respect to any Acquired Store, (i) in no event shall the Parties complete, or be obligated to complete, the Closing or a Subsequent Closing with respect to such Acquired Store prior to the later of (A) the date set forth with respect to such Acquired Store on Section 2.1(c) of the Company Disclosure Schedules (the “Acquired Store Scheduled Closing Date”), (B) the Closing Date and (C) the earlier of (x) the date on which all required Pharmacy Approvals relating to such Acquired Store, if any, and all required consents under any Acquired Lease relating to such Acquired Store, if any, (collectively, the “Acquired Store Approvals”) have been obtained and (y) the date that is sixty (60) days after the Acquired Store Scheduled Closing Date (the later of (A), (B) and (C), the “Acquired Store Outside Date”), (ii) if any required Acquired Store Approvals have not been obtained with respect to such Acquired Store as of the applicable Acquired Store Outside Date and the Acquired Store Approvals outstanding with respect to such Acquired Store include any required consents under any Acquired Lease relating to such Acquired Store, then, at Parent’s election, (A) such Acquired Stores and all of the related assets and Liabilities shall be retained by the Company and the Purchase Price shall also deliver be reduced as set forth on Section 2.2 of the Company Disclosure Schedules (and the amounts payable pursuant to Section 2.7 shall be reduced accordingly) or (B) to the Purchaser extent mutually agreed among the opinionsParties, certificates and further assurances as contemplated herein. The payment such Acquired Store shall be replaced with one or more other stores of the Tranche 1 Consideration Company, and each such replacement store shall thereafter be the last action performed at Closing deemed an Acquired Store for purposes hereof and shall be made promptly after receipt by subject to an Acquired Store Scheduled Closing Date as the Purchaser Parties shall reasonably agree with respect to such replacement store and (iii) if the only Acquired Store Approval outstanding with respect to such Acquired Store is a Pharmacy Approval, then at the Company’s election, (A) Parent shall acquire the prescription and customer records related to such Acquired Store consistent with a “file buy” acquisition and all Inventory located at such Acquired Store and shall assume all obligations under the Acquired Lease relating to such Acquired Store, and Parent shall bear all costs and expenses (including severance, if applicable) in connection with the shutdown of such Acquired Store (and, for the avoidance of doubt, the Purchase Price shall not be reduced as a result thereof) or (B) to the extent mutually agreed among the Parties, such Acquired Store shall be replaced with one or more other stores of the Equity Interest. The payment of any of the Total Consideration by the Purchaser Company, and each such replacement store shall thereafter be deemed an Acquired Store for purposes hereof and shall be unequivocally conditioned upon: (a) each of subject to an Acquired Store Scheduled Closing Date as the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and Parties shall reasonably agree with respect to such replacement store. (d) each Notwithstanding anything herein to the contrary, in no event shall the Parties complete a Subsequent Closing, except as otherwise agreed upon by Purchaser Sub and the Company, with respect to less than fifty (50) Acquired Stores (other than the final Subsequent Closing) or more than seventy-five (75) Acquired Stores (it being acknowledged and agreed that in the event that the Subsequent Closing Conditions have been satisfied or waived with respect to less than fifty (50) Acquired Stores, the Parties shall complete the Subsequent Closing with respect to such Acquired Stores on the fifth (5th) Business Day following the satisfaction or waiver of the other conditions precedent set out Subsequent Closing Conditions with respect to fifty (50) or more Acquired Stores which have not yet been conveyed to Purchaser Sub, or, in this Section 2 the case of the final Subsequent Closing, any remaining Acquired Stores that have not previously been conveyed to Purchaser Sub). (e) The transfer of the Acquired Regional Offices (and Section 7the Purchased Assets located therein or exclusively related thereto) (each an “Acquired Regional Office Closing”) shall take place on one or more dates prior to the end of the Transition Services Period (as defined in the Transition Services Agreement), as such date or dates shall be reasonably agreed by the Parties, to the extent any lease for such Acquired Regional Office has not expired (provided the Company will use commercially reasonable efforts to renew) and, for the avoidance of doubt, no portion of the Purchase Price shall be payable upon the transfer of the Acquired Regional Offices (and the Purchased Assets located therein or exclusively related thereto).

Closing. The closing for the ("Closing") of any purchase and or sale of an Interest at the Equity Contract Price shall take place (a) in the case of an Interest being purchased and sold due to the death of a Member, within four (4) months following the “Closing”date of death and (b) in all other cases, within sixty (60) days following the date of the Triggering Event as defined in Section 8.9; provided, however, that if one or more appraisals are required to be obtained pursuant to Section 8.9, any such period of time shall be October , 2006 (the “extended as necessary to permit completion of such appraisal(s). The Closing Date”) shall be held at the offices principal office of the Purchaser Company or at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties Buyer and Seller may agreeagree upon. At the Closing: (a) , the Purchaser agrees to purchase Seller shall convey the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, Buyer free and clear of any all security interests, liens and all Liens; (b) the Sellers charges, and shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing Buyer an appropriate assignment document conveying the Equity Interest duly endorsed in blank or with stock powers duly executed Interest, together with all duly executed such other documents and forms required for as the stamping of Buyer may reasonably request. At the transfers in respect of Closing, the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company Buyer shall also deliver to the Purchaser Seller the opinionspurchase price for such Interest (including the Note and any security documents provided for herein), certificates together with such other documents as the Seller may reasonably request. If there is more than one Buyer, then each Buyer shall deliver cash and further assurances as contemplated herein. The payment a Note for the portion of the Tranche 1 Consideration Contract Price attributable to the portion of the Interest purchased by such Buyer, and if there is more than one Seller, then each Note shall be payable to the last action performed joint order of all Sellers, unless in either case all of the Sellers otherwise direct in writing. If there is more than one Seller, each Seller shall receive a pro rata amount of the cash paid at the Closing and shall or to be made promptly after receipt paid pursuant to the one or more Notes given by all Buyers, in proportion to the Percentage Interest represented by the Purchaser portion of the Equity Interest. The payment of any of the Total Consideration Interest being sold by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7such Seller.

Closing. (a) The closing for the purchase and sale of the Equity Interest Common Stock and the Warrant to the Investors shall be consummated in a series of three closings (collectively, the "Closing"), the first of which (the “"Initial Closing”") shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser at Safeguard, 800 The Safeguard Building, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, Pennsylvania, at 10:00 a.m., on March 22, 1994, or (if not at such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date time and place as the Parties may agreeCompany and Investors agree upon orally or in writing. At the Initial Closing the Company shall deliver to each Investor a certificate representing the Common Stock that such Investor is purchasing at the Initial Closing: (a) , against delivery to the Purchaser agrees Company by such Investor of the full purchase price therefor as set forth on Schedule I hereto, by cashier's or certified check payable to purchase the Equity Interest from Company's order or by wire transfer to such account as the SellersCompany shall designate or by conversion of notes issued by the Company to certain Investors, at the option of such Investor, and the Sellers jointly Company shall deliver to Safeguard the executed Warrant against delivery to the Company of an executed guarantee undertaking, in the form attached hereto as Exhibit C. No Investor shall be obligated to purchase any shares of Common Stock or the Warrant at the Initial Closing unless an aggregate of at least the minimum number of shares of Common Stock to be sold to the Management Group on such date pursuant to Schedule II hereto shall have been purchased or are concurrently purchased in accordance with Schedule II, or arrangements, satisfactory in all respects to the Investor, shall have been made for the purchase of such shares within 30 days after the Initial Closing. (b) Subject to the provisions set forth herein, the purchase and severally sale of the Common Stock remaining to be purchased by and sold to the Investors hereunder shall be consummated on each of the date that is 60 days after the Initial Closing (the "Second Closing") and the date that is 120 days after the Initial Closing (the "Third Closing"), in each case at the same time and place as the Initial Closing or at such time and place as the Company and the Investors shall agree to: upon orally or in writing. At each of the Second Closing and the Third Closing, the Company shall deliver to each Investor a certificate representing the Common Stock that such Investor is purchasing at the Closing against delivery to the Company by such Investor of the full purchase price therefor as set forth on Schedule I hereto, by cashier's or certified check payable to the Company's order or by wire transfer to such account as the Company shall designate or by conversion of notes issued by the Company to certain Investors, at the option of such Investor. No Investor shall be obligated to purchase any shares of Common Stock at the Second Closing or the Third Closing unless the Management Group (i) sell, transfer, convey, assign and deliver shall have purchased the Equity Interest minimum number of shares of Common Stock to the Purchaser; be sold to it prior thereto in accordance with Schedule II hereto and (ii) give concurrently purchases an aggregate of at least the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery minimum number of the Equity Interest shall convey good and marketable title shares of Common Stock to be sold to the Equity Interest held by Management Group on such Sellerdate pursuant to Schedule II, free and clear of any and or arrangements, satisfactory in all Liens; (b) the Sellers shall deliver respects to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required Investor, shall have been made for the stamping purchase of such shares within 30 days after the transfers in respect of Second Closing or the conveyance of Third Closing, as the Equity Interest to the Purchaser in accordance with the Company’s Constitution;case may be. (c) the Sellers and the Company The term "Closing" as hereinafter used in this Agreement shall also deliver refer only to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Initial Closing and shall be made promptly after receipt unless otherwise specified or required by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7context.

Closing. (i) The closing for the purchase and sale of the Equity Interest (Units being sold or otherwise transferred pursuant to any of the “Closing”) provisions of this Section 9.9 shall be October consummated within thirty (30) days after the delivery of the Purchase Election Notice, 2006 the exact time, place and manner of closing as may be agreed upon by the parties or, if they cannot agree, on the first business day which is twenty five (25) days following the “Closing Date”) delivery of the Purchase Election Notice, at the principal offices of the Purchaser Company at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇10:00 a.m. local time. (ii) At such closing and subject to the receipt of the Purchase Option Price, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇the Investing Member shall execute such assignments of Membership Interests and other documents and assurances as CVOP may reasonably request to consummate the purchase of the Units and to vest in CVOP, or (if not such date) as soon as possible thereafterits nominee, but in no event later than ten (10) Business Days after satisfaction the entire right, title and Membership Interest of the conditions set forth Investing Member in Section 7 the Company. Any and 8all instruments executed in connection with the closing shall be without recourse, representation or some other time, date and place as warranty whatsoever except that the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: Investing Member shall represent that (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held Units being sold by such Seller, it are free and clear of all liens, encumbrances and rights of others, (ii) it has full right and authority to sell such Units, (iii) the sale has been duly authorized, and (iv) the selling party has not taken any action in violation of this Agreement. Notwithstanding the foregoing and all Liens;provided the Managing Member complies with the requirements of this Section 9.9, the Investing Member’s Membership Interests/Units shall automatically transfer to CVOP upon payment in full for such interests as provided by Section 9.9(d)(iii) regardless of whether the Investing Member executes the documentation requested by CVOP and referred to in this Section 9.9(d)(ii). (biii) All consideration to be paid to Investing Member shall be paid by federal wire of immediately available funds at the Sellers closing. (iv) Pending the closing, the Property shall deliver be operated and maintained and the business of the Company conducted consistent with prior practices. Pending the closing, the Members shall cooperate with respect to the Purchaser share transfers negotiation and certificate(s) in a registrable form evidencing execution of any applications and commitments for financing to be secured by the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents Property, provided that the Investing Member shall have no liability thereunder and forms required for CVOP shall indemnify, defend and hold harmless the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers Investing Member and the Company from all claims, loss and damages in connection therewith. (v) Each Member shall also deliver pay the fees and expenses of its own counsel in connection with any transfer pursuant to the Purchaser the opinions, certificates and further assurances as contemplated hereinthis 9.9. The payment All other expenses of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt transactions contemplated by the Purchaser this Section 9.9 (including, without limitation, any real estate transfer taxes, documentary, recording tax or similar tax on a transfer of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (aUnits) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out shall, unless otherwise expressly provided in this Section 2 9.9, be paid by the Managing Member. (vi) At the closing, CVOP and Section 7the Investing Member shall deliver favorable opinions of their respective counsel to the effect that the transactions to occur at the closing have been duly authorized.

Closing. The closing for consummation of the purchase and sale of the Equity Interest Shares with Warrants (the “Closing”) shall be October , 2006 will take place no later than the second business day after the Company delivers to Purchaser a countersigned signature page copy of this Agreement (the “Closing Date”) at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing:). (a) On the Closing Date, Purchaser shall purchase all 4,000,000 Shares with 4,000,000 Warrants and shall pay to the Company, by wire transfer to an account designated by the Company, the full purchase price of $10,000,000. On the Closing Date, the Company will issue to the Purchaser agrees to purchase the Equity Interest from the Sellers, 4,000,000 Shares purchased and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens;4,000,000 Warrants. (b) The issue of the Sellers Shares purchased may be, at the election of the Company, by book entry of such Shares purchased, in the name of the Purchaser, on the records of the transfer agent of the Shares or by a stock certificate in the name of the Purchaser for the number of Shares purchased. The Warrants shall deliver be sent to the Purchaser share transfers and certificate(s) in by next business day delivery service or certified mail within two business days after the Closing Date, along with a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping copy of the transfers in respect of Warrant Agreement governing the conveyance of the Equity Interest to the Purchaser in accordance with Warrants executed by the Company’s Constitution;. (c) The Closing shall be subject to the Sellers following conditions: (i) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on the date of the Closing, and the Company shall also deliver have complied in all material respects with its covenants required to the Purchaser the opinions, certificates and further assurances have been performed as contemplated herein. The payment of the Tranche 1 Consideration date of Closing; and (ii) No litigation or other proceeding of any kind to enjoin, delay, prohibit or restrict the consummation of the sale of the Shares with Warrants under this Agreement shall be the last action performed at Closing pending, and there shall be made promptly after receipt by no judgment, order or writ of any court or government authority in effect prohibiting or restricting the Purchaser consummation of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each sale of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in Shares with Warrants under this Section 2 and Section 7Agreement.

Closing. The closing for the purchase and sale of the Equity Interest (the “Closing”) transactions contemplated by this Section 10.2 shall be October held at a location designated by the purchasing Member by Notice to the selling Member (or, 2006 (at either Member’s election, pursuant to escrow arrangement acceptable to each Member in the “Closing Date”) at exercise of their reasonable judgment). Such closing shall occur on a Business Day selected by the offices purchasing Member not less than 45 days after Offeror’s receipt of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if Offeree’s election pursuant to Section 10.2(c) and not such date) as soon as possible thereafter, but in no event later more than ten (10) Business Days 75 days after satisfaction the original delivery of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agreeOffer Notice. At the Closingclosing: (ai) the Purchaser agrees purchasing Member shall pay the Offeror Value or Offeree Value, as applicable, (less the Buy/Sell Deposit and any interest earned thereon) by wire transfer of immediately available federal funds to purchase an account designated in writing by the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and selling Member; (ii) give the undertakings and make selling Member shall deliver to the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, purchasing Member or its designee an assignment and delivery of all of the Equity Interest selling Member’s Company Interest, which such assignment shall convey good and marketable title to the Equity Interest held by such Seller, be free and clear of any all legal and equitable claims (other than the legal and equitable claims, if any, of the purchasing Member pursuant to this Agreement) and all Liensliens and encumbrances (other than liens and encumbrances under this Agreement and Financing Documents that shall remain in full force and effect following the closing); (biii) the Sellers purchasing Member shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping selling Member an assumption of the transfers selling Member’s obligations under this Agreement arising from and after the date of such assignment; (iv) the selling Member and the purchasing Member shall execute an agreement acceptable to each such Member in respect the exercise of their reasonable judgment whereby (x) each Member shall represent and warrant to the other that each is duly organized, validly existing, has the necessary power and authority to consummate the subject transactions and requires no consents which have not been obtained, and (y) the selling Member shall represent to the purchasing Member that the selling Member is the owner of its Company Interest free and clear of all liens and encumbrances (other than liens and encumbrances under this Agreement and Financing Documents that shall remain in full force and effect following the closing) and that the Transfer is being made free and clear of all legal and equitable claims (other than the legal and equitable claims of the conveyance purchasing Member pursuant to this Agreement); (v) the Company shall do an interim closing of the Equity Interest to books of the Purchaser in accordance with Company as of the closing date, and all items of the Company’s Constitutionincome and expense shall be apportioned in calculating Cash Flow (for the avoidance of doubt, the calculation of Cash Flow shall not include any expense treated as a liability in calculating the Offeree Value and Offeror Value) as of 11:59 p.m. local time in Hawaii of the day preceding the closing date, and any Cash Flow that would have been allocable to the seller had it been distributed on the closing date shall be paid to seller within 30 days after the books have been closed; (cvi) the Sellers Members shall execute all amendments to fictitious name, limited liability company or similar certificates necessary to effect and evidence the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment withdrawal of the Tranche 1 Consideration selling Member from the Company; and (vii) the purchasing Member shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser obtain a release of the Equity Interest. The payment selling Member from all liability, direct or contingent, by all holders of all Company debts, obligations or claims for which the selling Member may be personally liable (including any guarantees of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7non-recourse carve-outs).

Closing. The closing for Subject to the conditions set forth in this Agreement, the purchase and sale of the Equity Interest Purchased Assets pursuant to this Agreement (the “Closing”) shall be October take place, 2006 (to the “extent such Closing Date”) cannot take place through the electronic exchange of signatures, at the offices of the Purchaser at IPC The Hospitalist Company, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at 12:00 noon local time, or within two (if not such date2) as soon as possible thereafter, but in no event later than ten (10) Business Days business days after satisfaction of the conditions set forth in Section 7 and 8ARTICLE II have been satisfied, but no later than December 16, 2013, or some at such other time, place and date as shall be mutually agreed on in writing by Acquirors and place the Selling Group. The date on which the Closing occurs is identified as the Parties may agree. At “Closing Date” and the Closing:Closing shall be deemed to be effective as of 12:01 a.m. Eastern Daylight Time on the Closing Date. (a) At the Purchaser agrees to purchase the Equity Interest from the SellersClosing, and the Sellers jointly and severally agree to: (i) Seller shall sell, transferassign, convey, assign transfer and deliver to Buyer good and marketable title to all of the Acquired Assets; (B) Seller shall sell, assign, convey, transfer and deliver to PC Buyer good and marketable title to all of the PC Acquired Assets; (iii) Seller shall execute and deliver to Acquirors (A) the ▇▇▇▇ of Sale; and (B) the Seller Noncompetition Agreement (as defined in Section 2.1(c)) in favor of an Acquiror executed by Seller; and (iv) the Selling Group shall deliver such other assignments, certificates and other instruments and documents as may be required to be delivered by Seller at or prior to the Closing or as may be reasonably requested by Acquirors. (b) At the Closing, (i) each of the Acquirors shall accept and purchase the applicable Purchased Assets from Seller and in consideration therefor shall (A) pay the Closing Payment in Immediately Available Funds; (B) execute and deliver the Equity Interest ▇▇▇▇ of Sale; and (C) deliver to Seller all certificates and other instruments and documents as may be required to be delivered by any of the Acquirors hereunder at or prior to the PurchaserClosing or as may be reasonably requested by Seller; and (ii) give PC Buyer shall execute and deliver the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title Seller Noncompetition Agreement to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7.

Closing. 2.1 The closing for the purchase and sale of the Equity Interest transactions contemplated by this Agreement (the “Closing”) shall be October take place simultaneously with the execution of this Agreement by the parties hereto. 2.2 At the Closing, 2006 Seller shall deliver to Purchaser the following: (i) a signed counterpart to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Closing DateAssignment and Assumption Agreement”); (iv) at the offices copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇Amendment, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or the form of which is attached hereto as Exhibit B; and (if not such datevi) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction a certificate of the conditions set forth in Section 7 and 8, Secretary or some other time, date and place Assistant Secretary (or equivalent officer) of Seller certifying as the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sellthe resolutions of the board of directors (or equivalent managing body) of Seller, transferduly adopted and in effect, conveywhich authorize the execution, assign delivery and deliver performance of this Agreement and the Equity Interest to the Purchaser; transactions contemplated hereby, and (ii) give the undertakings names and make signatures of the covenants set forth in officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; (bii) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping signed counterpart of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s ConstitutionAssignment and Assumption Agreement; (ciii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the Sellers resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the Company shall also deliver to transactions contemplated hereby, and (ii) the Purchaser the opinions, certificates names and further assurances as contemplated herein. The payment signatures of the Tranche 1 Consideration shall officers of Purchaser authorized to sign this Agreement and the documents to be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7delivered hereunder.

Closing. The closing for the purchase assignment and sale transfer of the Equity Interest Interests, the conveyance of ▇▇▇▇▇▇▇, and the other transactions contemplated herein with respect to all Sellers except the NBP 135 Sellers and the Woodlands Sellers (the “"First Closing”") shall be October , 2006 consummated on the date (the “"First Closing Date”"), after the shareholders of the REIT have approved all of the transactions contemplated by this Agreement, specified by Buyer on not less than seven (7) days notice to Sellers (the "Buyer's Closing Notice"), provided that the First Closing Date shall not be sooner than September 14, 1998, unless mutually agreed upon by Sellers and Buyer, or later than forty-five (45) days after the shareholders of the REIT have approved all of the transactions contemplated by this Agreement. Sellers shall have the right to postpone the First Closing to a date that is up to five (5) days after the First Closing Date specified in Buyer's Closing Notice by giving Buyer notice of such postponement. If the shareholders of the REIT have not approved the transactions contemplated by this Agreement by October 30, 1998, this Agreement shall terminate and become null and void, the Letter of Credit shall be returned to the Buyer, and the parties shall be released from all liability or obligation to the other. The Closing shall take place at the offices of the Purchaser at Saul, Ewing, ▇▇▇▇▇▇ & ▇▇▇▇ LLP, Centre Square West, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not at such date) other place as soon as possible thereaftermay mutually agreed upon by the parties. 2. This First Amendment may be executed in counterparts, each of which shall constitute an original, but in no event later than ten (10) Business Days after satisfaction all of which together shall constitute one and the conditions set forth in Section 7 and 8, or some other time, date and place as same document. Delivery of executed copies of this First Amendment by facsimile transmission shall be deemed effective to amend the Parties may agreeAgreement. At the Closing: (a) the Purchaser Each party transmitting such facsimile agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and promptly deliver the Equity Interest an original executed copy of this First Amendment to the Purchaser; other party by recognized overnight courier. 3. As amended by this First Amendment, the Contribution Agreement shall remain in full force and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7effect.

Closing. The closing for the purchase and sale of the Equity Interest Sale II Shares will be completed at the closing (the “Closing”) ). The Closing shall be October , 2006 (take place remotely via the “Closing Date”) at the offices electronic exchange of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) documents and signatures as soon as possible thereafter, but in no event later than ten within one (101) Business Days Day following the Cosmo Divestiture Closing and after satisfaction or, to the extent permissible, waiver by the party or parties entitled to the benefit of the conditions set forth in Section 7 and 8Article 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing), or some at such other time, date and time or place as the Parties parties hereto may agree. At the Closing: (a) the Purchaser agrees shall deliver to purchase the Equity Interest from Seller the SellersPurchase Price by wire transfer in U.S. dollars of immediately available funds to an account maintained by the Seller at AMTD Global Markets Limited as notified by the Seller to the Purchaser in writing at least one (1) Business Day prior to the Closing Date, and the Sellers jointly Purchaser hereby agrees and severally agree to: (i) sell, transfer, convey, assign irrevocably authorizes AMTD Global Markets Limited and deliver the Equity Interest Seller to transfer the PurchaserPurchase Price from such account to one or more accounts designated by the Seller at its sole discretion; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens;and (b) the Sellers Seller shall deliver or cause to be delivered to the Purchaser: (i) a certified copy of the relevant page of the register of members of the Company reflecting the Purchaser as the owner of the Sale II Shares, and (ii) a copy of the share certificate representing the Sale II Shares duly executed on behalf of the Company and registered in the name of the Purchaser and certified by the Company’s registered agent/registered office provider; provided that the Purchaser hereby agrees and authorizes that the original of such share certificate shall be deposited with and held in the custody of the Seller or any other entity designated by the Seller, provided further that in any such case the Seller shall promptly return and deliver the original of such share certificate to the Purchaser share transfers and certificate(s) in a registrable form evidencing upon the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt written request by the Purchaser of Purchaser, at any time and at the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Purchaser’s sole discretion.

Closing. (a) The closing for the purchase and sale of the Equity Interest Sale and Purchase (as defined below) of the Securities pursuant to this Section 2.1 (the “Closing”) shall be October occur remotely by the electronic exchange of documents on the Trading Day on which (1) all of the Transaction Documents and other items set forth in Section 2.5 that are deliverable at the Closing have been executed and delivered by the applicable parties thereto, 2006 and (2) all conditions precedent to (i) Metaplanet’s obligations to pay the Closing Consideration and (ii) the Company’s obligations to deliver the Securities, including the covenants and conditions set forth in Section 2.5 and Section 2.6, in each case, have been satisfied or waived, or on such other date as the Company and Metaplanet may mutually agree (such date, the “Closing Date”). (b) at On the offices of Closing Date, upon the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of terms and subject to the conditions set forth in Section 7 and 8herein, or some other time, date and place as the Parties may agree. At the Closing: (a) the Purchaser Company agrees to purchase the Equity Interest from the Sellersissue and sell, and the Sellers jointly and severally agree to: Metaplanet agrees to purchase, (i) sell44,859,400 shares of Common Stock (the “Investment Shares”), transferat a price of $3.00 per share (the “Per Share Purchase Price”); (ii) one hundred (100) shares of strategic alliance convertible preferred stock, conveypar value $0.001 per share, assign of the Company (the “Strategic Alliance Preferred Stock”); and deliver (iii) four (4) Common Stock Warrants to purchase an aggregate of up to 381,000,000 shares of Common Stock (collectively, such transactions, the Equity Interest “Sale and Purchase”). On the Closing Date, following the delivery of the Closing Consideration to the Purchaser; Company, the Company shall deliver to Metaplanet the Investment Shares, the Strategic Alliance Preferred Stock and the Common Stock Warrants. (c) On or prior to the Closing Date, Metaplanet shall deliver, or cause to be delivered, (i) 2,100 Bitcoin in kind (the “BTC Consideration”) to a custodial account in the name of the Company (the “Custodial Account”) and (ii) give $2,500,000 in immediately available funds (the undertakings “Cash Consideration,” and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of BTC Consideration, the transfers in respect of the conveyance of the Equity Interest “Closing Consideration”) by wire transfer to the Purchaser in accordance with an account designated by the Company’s Constitution; (c) ; provided, that, the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Cash Consideration shall be used by the last action performed at Closing and Company to pay the Specified Transaction Expenses. The value of the BTC Consideration in U.S. dollars shall be made promptly after receipt measured as of the date of this Agreement, using the closing market price of Bitcoin on the Coinbase Exchange at 4:00 p.m. (New York City time) on August 14, 2026. The value of the BTC Consideration, together with the Cash Consideration, shall be used to determine the number of Investment Shares that will be issued, based on the Per Share Purchase Price, by the Purchaser Company to Metaplanet at the Closing; provided, that, the number of the Equity Interest. The payment of any of the Total Consideration by the Purchaser Investment Shares shall be unequivocally conditioned upon: rounded to the nearest one hundred (a100) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7shares.

Closing. The closing for If the purchase and sale minimum number of Shares required to be sold in the Offering on the basis of the Equity Interest most recently updated evaluation of the pro forma market value of PMMHC, on a consolidated basis (the “Appraisal”) are subscribed for at or before the termination of the Offering, and the other conditions to the completion of the Offering are satisfied, HoldCo agrees to issue the Shares at the Closing Time (as hereinafter defined) against payment therefor by the means authorized by the Plan and to deliver certificates evidencing ownership of the Shares in such authorized denominations and registered in such names as may be indicated on the subscription order forms directly to the purchasers thereof as promptly as practicable after the Closing Time. The Closing (the “Closing”) shall be October , 2006 (the “Closing Date”) held at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇& ▇▇▇ ▇▇▇in King of Prussia, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇Pennsylvania, or (if not at such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as shall be agreed upon among the Primary Parties may agreeand the Agent, at 10:00 a.m., prevailing Eastern Time, on the business day selected by HoldCo or PMMHC, which business day shall be no less than two business days following the giving of prior notice by HoldCo or PMMHC to the Agent or at such other time as shall be agreed upon by HoldCo or PMMHC and the Agent. At the Closing: (a) , HoldCo shall deliver to the Purchaser agrees to purchase Agent by wire transfer in same-day funds the Equity Interest from the Sellerscommissions, fees and expenses owing as set forth in Sections 4 and 9 hereof and the Sellers jointly opinions and severally agree to: other documents required hereby shall be executed and delivered to effect the sale of the Shares as contemplated hereby and pursuant to the terms of the Prospectus; provided, however, that all out-of-pocket expenses to which the Agent is entitled under Section 9 hereof shall be due and payable upon receipt by HoldCo of a written accounting therefor setting forth in reasonable detail the expenses incurred by the Agent. The hour and date upon which HoldCo shall release the Shares for delivery in accordance with the terms hereof is referred to herein as the “Closing Time.” The Agent shall have no liability to any party for the records or other information provided by the Primary Parties (or their agents) to the Agent for use in allocating the Shares. Subject to the limitations of Section 11 hereof, the Primary Parties shall indemnify and hold harmless the Agent for any liability arising out of the allocation of the Shares in accordance with (i) sellthe Plan generally, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title records or other information provided to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt Agent by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: Primary Parties (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7or their respective agents).

Closing. The closing for 5.1. Promptly after having: (i) received from the purchase Purchaser the communications foreseen in Section 3.3. and sale of (ii) verified that all other conditions precedent under Section 3 have occurred, the Equity Interest (Seller shall send to the “Closing”) shall be October Purchaser written notice thereof, 2006 (requesting the “Purchaser to proceed with the Closing and indicating the Closing Date”) . 5.2. Closing shall take place on the Closing Date, at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇Studio Carnelutti located in Rome, ▇▇▇▇▇ ▇▇▇Via Parigi, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇n. 11, or (if not in such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agreeagree upon in writing. 5.3. At On the ClosingClosing Date, the Parties shall perform the following actions, which, regardless of their time sequence, shall be deemed to occur simultaneously and to constitute one single transaction: A) The Seller shall: (ai) unless otherwise indicated by the Purchaser, deliver and/or cause to be delivered to the Purchaser agrees to purchase the Equity Interest from share certificates representing the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such SellerShares, free and clear of any and all LiensEncumbrances, duly endorsed in favour of the Purchaser; (bii) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing letters of resignation from the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping members of the transfers in respect board of directors of the conveyance Company as indicated in Schedule 5.3.A(ii) and use its best efforts to procure that letters of resignation from the members of the Equity Interest panel of the statutory auditors of the Company, with effect from the Closing Date, are obtained and delivered to the Purchaser; (iii) procure that shareholders meetings of ASI and of the Subsidiaries are held at the same time on such date to resolve on the appointment as directors and statutory auditors of ASI and of the Subsidiaries of those persons designated by the Purchaser in accordance with the Company’s Constitutionwriting prior to Closing; (civ) sign and deliver to Banca Popolare di Lodi the Sellers letter of instructions attached hereto as Schedule 5.3.A)(iv), concerning the escrow under Section 2.7.; (v) procure that Finmeccanica and ASI sign the Company shall also license agreement in the form set out in Schedule 5.3.A)(v); (vi) procure that Finmeccanica and ASI sign a lease agreement in the form set forth in Schedule 5.3.A)(vi) covering the offices of Genoa; (vii) deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment original document of the Tranche 1 Consideration shall be executed sale and purchase agreement ("contratto definitivo") between ASI and Finmeccanica related to the last action performed at Closing and shall be made promptly after receipt by real estate in Monfalcone; (viii) have delivered to the Purchaser of the Equity Interestnotice pursuant to Section 2.2.2. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 72.3.;

Closing. The (a) Unless this Agreement shall have been earlier terminated in accordance with the provisions of this Agreement, the closing for the purchase and sale of the Equity Interest transactions contemplated by this Agreement (the “Closing”) shall be October , 2006 consummated via electronic document exchange at 10:00 a.m. Eastern time (i) on the “Closing Date”date designated by T-Mobile that is not more than one hundred forty (140) at days after the offices satisfaction or T-Mobile’s waiver in writing of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or FCC Order Condition (if and on not such date) as soon as possible thereafter, but in no event later less than ten three (103) Business Days after prior written notice from T-Mobile to the Seller), but subject to the satisfaction or waiver of the conditions set forth in Section 7 and 8Article 6, or some (ii) at such other time, date and time or place as may be agreed upon in writing by T-Mobile and the Parties may agreeSeller. The date of the Closing is referred to herein as the “Closing Date”. (b) At the Closing: (a) , the Purchaser agrees Seller shall deliver to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree toT-Mobile Parties: (i) sell, transfer, convey, assign and deliver the Equity Interest with respect to the PurchaserSeller Licenses, an instrument of assignment in the form attached hereto as Exhibit A, executed by the Seller; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuanceclosing certificate required to be delivered pursuant to Section 6.1(d), sale, transfer, conveyance, assignment and delivery executed by an authorized representative of the Equity Interest shall convey good and marketable title Seller. (c) Subject to the Equity Interest held by such Sellerlast sentence of this Section 2.3(c), free and clear of any and all Liens; (b) at the Sellers Closing, the T-Mobile Parties shall deliver to the Purchaser share transfers and certificate(sSeller: (i) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser Seller Licenses, an instrument of assignment in accordance with the Company’s Constitution; form attached hereto as Exhibit A, executed by T-Mobile License (cor, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile); (ii) A CONFESSION OF JUDGMENT AFFIDAVIT, IN THE FORM ATTACHED HERETO AS EXHIBIT B-2, EXECUTED BY EACH OF THE T-MOBILE PARTIES (INCLUDING ANY ASSIGNEE OR AFFILIATES OF T-MOBILE THAT EXECUTES A JOINDER TO THIS AGREEMENT PURSUANT TO SECTION 9.1(b)); and (iii) the Sellers and the Company shall also deliver closing certificate required to the Purchaser the opinionsbe delivered pursuant to Section 6.2(d), certificates and further assurances as contemplated herein. The payment executed by an authorized officer of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance T-Mobile Parties. Notwithstanding the foregoing, to the extent that, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile is to receive assignment of the covenants herein; Seller Licenses, such designated Affiliate shall also be made a party (in addition to the T-Mobile Parties) and execute the deliverables set forth in clauses (bii)-(iii) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 72.3(c) as a condition to the Seller’s obligation to consummate the Closing.

Closing. The (a) Subject to the satisfaction or waiver of the conditions set forth in this Agreement, the closing for of the purchase and sale of the Equity Interest Securities referred to in Section 1.1 by Purchaser pursuant hereto (the “Closing”) shall occur at 9:30 a.m., New York time, on March 22, 2011, provided that if such conditions have not been so satisfied or waived on such date, the Closing shall occur on the first business day after the satisfaction or waiver (by the party entitled to grant such waiver) of the conditions to the Closing set forth in this Agreement (other than those conditions that by their nature are to be October satisfied at the Closing, 2006 (the “Closing Date”) but subject to fulfillment or waiver of those conditions), at the offices of the Purchaser ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ or such other date or location as agreed by the parties; and provided, ▇▇▇further, or (if not that upon written notice by the Purchaser to the Company, the Closing shall occur at 9:30 a.m. on the business day following the date of such date) written notice as soon long as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants Closing set forth in this AgreementAgreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to fulfillment or waiver of those conditions) shall have been satisfied or waived on the date of such notice. Such issuance, sale, transfer, conveyance, assignment and delivery The date of the Equity Interest shall convey good and marketable title Closing is referred to as the Equity Interest held by such Seller, free and clear of any and all Liens;“Closing Date.” (b) Subject to the Sellers shall satisfaction or waiver on the Closing Date of the applicable conditions to the Closing in Section 1.2(c), at the Closing, (1) the Company will deliver to Purchaser: (A) (i) certificates representing a number of shares of Voting Common Stock equal to (1) the dollar amount applicable to the shares of Voting Common Stock set forth on Schedule 1 divided by (2) the lower of (x) $1.90 and (y) the lowest purchase or conversion price of any share of Voting Common Stock or Convertible Preferred Stock sold, or committed to be sold, on the Closing Date pursuant to the transactions referred to in Section 1.2(c)(1)(B) (the lower of (x) and (y), the “Reference Purchase Price”), (ii) certificates representing a number of shares of Series F Convertible Preferred Stock equal to (1) the dollar amount applicable to the shares of Series F Convertible Preferred Stock set forth on Schedule 1 divided by (2) $1,000 and (iii) certificates representing a number of shares of Series G Convertible Preferred Stock equal to (1) the dollar amount applicable to the shares of Series F Convertible Preferred Stock set forth on Schedule 1 divided by (2) $1,000; and (B) A certificate signed on behalf of the Company by a senior officer certifying that the price per share of the Voting Common Stock being sold to the Purchaser is equal to the lowest purchase or conversion price of any share transfers and certificate(sof Voting Common Stock or Convertible Preferred Stock sold, or committed to be sold, on the Closing Date pursuant to the transactions referred to in Section 1.2(c)(1)(B). (2) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping Upon receipt of the transfers in respect of certificate contemplated by Section 1.2(b)(1)(B), Purchaser will deliver $122,850,447.00 (the conveyance of the Equity Interest “Purchase Price”) to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7.

Closing. The closing for (a) Subject to the purchase and sale satisfaction or waiver of the Equity Interest conditions precedent to Investor’s obligation to make the Loans to the Company set forth in Section 4.01 of the Credit Agreement, the closing (the “Closing”) of the transactions contemplated by this Agreement shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser at Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Los Angeles, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, ▇ (or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may parties mutually agree), at 9:00 a.m., California time, on March 13, 2009 (or such other time as the parties mutually agree). The date of the Closing is referred to as the “Closing Date”. (b) At the Closing: (a1) the Purchaser agrees Company will deliver to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: Investor: (A) (i) sella Note (as defined in the Credit Agreement), transferduly executed on behalf of the Company, conveydated the Closing Date, assign and deliver the Equity Interest payable to the Purchaser; order of Investor in an aggregate principal amount of $75,000,000 and (ii) give a Note (as defined in the undertakings and make the covenants set forth in this Credit Agreement. Such issuance), sale, transfer, conveyance, assignment and delivery duly executed on behalf of the Equity Interest shall convey good and marketable title Company, dated the Closing Date, payable to the Equity Interest held by such Seller, free and clear order of any and all LiensLion Capital LLP in an aggregate principal amount of $5,000,000; (bB) a Warrant to purchase 16,000,000 shares of Common Stock in the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitutionattached as Exhibit A hereto; (cC) the Sellers Credit Agreement, the Security Documents and the Company shall also deliver Intercreditor Agreement, each duly executed by the Company; (D) a payoff letter with respect to the Purchaser the opinionsExisting Second Lien Credit Agreement, certificates in form and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: substance reasonably satisfactory to Investor; (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (dE) each of the other conditions precedent set out deliverables required to be delivered by the Company at the Closing pursuant to the Credit Agreement; (F) an agreement, duly executed by ▇▇. ▇▇▇ ▇▇▇▇▇▇▇, the Company and Investor, extending through December 31, 2013 the time period applicable to the various non-competition and non-solicitation covenants contained in this Section 2 5.27(a) of the Amended and Section Restated Agreement and Plan of Reorganization, dated as of November 7, 2007, in the form attached as Exhibit B hereto, effective as of the Closing Date; (G) an agreement, duly executed by ▇▇. ▇▇▇ ▇▇▇▇▇▇▇, the Company and Investor, extending through December 31, 2013 the “Restricted Period” in the Lock-Up Agreement, dated as of December 12, 2007, in the form attached as Exhibit C hereto, effective as of the Closing Date; and (H) an agreement, duly executed by ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ and Investor, providing for each party thereto to vote for the election of certain designated individuals to the Board of Directors of the Company (the “Board”), in the form attached as Exhibit D hereto, effective as of the Closing Date. (2) Investor will fund to the Company Loans in an aggregate amount required in accordance with the Credit Agreement, Investor will deliver to the Company the Credit Agreement, duly executed by Investor, and Lion Capital LLP will deliver to the Company the Credit Agreement, the Security Documents (as defined in the Credit Agreement) and the Intercreditor Agreement (as defined in the Credit Agreement), each duly executed by Lion Capital LLP.

Closing. (a) The closing for the sale and purchase and sale of the Equity Interest Purchased Assets shall take place at a closing (the “Closing”) shall to be October held electronically at 11:59 p.m., 2006 Central Time on the fifth Business Day occurring when the closing conditions and deliveries have been satisfied or, to the extent permitted by applicable law, waiver of all conditions to the other obligations of the parties set forth in Article V (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), or at such other place or at such other time or on such other date as the Seller and the Buyer mutually may agree in writing (the “Closing Date”). (b) at At the offices Closing, the Seller shall deliver or cause to be delivered to the Buyer the following documents: (i) a counterpart of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇bill of sale for the Purchased Assets, ▇▇▇▇▇ ▇▇▇in the form of Exhibit B (the “Bill of Sale”), ▇▇▇▇▇▇▇duly executed by the Seller; (ii) a counterpart of the assumption agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇in the form of Exhibit C (the “Assumption Agreement”), ▇▇▇duly executed by the Seller; (iii) an instrument of assignment of Seller intellectual property, or in the form of Exhibit D (if not such datethe “Assignment of Intellectual Property” (iv) as soon as possible thereaftera counterpart of the lock-up agreement, but in no event later than ten the form of Exhibit E (10the “Lock-Up Agreement” and, together with the Bill of Sale, the Assumption Agreement, and the Assignment of Intellectual Property, the “Ancillary Agreements”); (v) Business Days after satisfaction RESERVED; (vi) execution copies of the resolutions of the board of directors and stockholders of the Seller authorizing the transactions contemplated by this Agreement and the Ancillary Agreements; (vii) a duly executed certificate of an executive officer of the Seller certifying the fulfillment of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing:6.1(a); and (aviii) the Purchaser agrees to purchase the Equity Interest from the Sellerssuch other bills of sale, assignments and the Sellers jointly and severally agree to: (i) sellother instruments of assignment, transfer, conveyor conveyance, assign in form and deliver the Equity Interest substance reasonably satisfactory to the Purchaser; Buyer, as the Buyer may reasonably request or as may be otherwise necessary or desirable to evidence and (ii) give effect the undertakings and make the covenants set forth in this Agreement. Such issuancesale, saleassignment, transfer, conveyance, assignment conveyance and delivery of the Equity Interest shall convey good and marketable title Purchased Assets to the Equity Interest held by such SellerBuyer and to put the Buyer in actual possession or control of the Purchased Assets, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for by the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution;Seller. (c) At the Sellers Closing, the Buyer shall deliver or cause to be delivered to the Seller the following documents: (i) a counterpart of the Bill of Sale, duly executed by the Buyer; (ii) a counterpart of the Assumption Agreement, duly executed by the Buyer; (iii) a counterpart of the Assignment of Intellectual Property, duly executed by the Buyer; (iv) a counterpart of the Lock-Up Agreement, duly executed by the Buyer Parent; (v) RESERVED; (vi) certified resolutions of the board of directors of the Buyer and Buyer Parent authorizing the transactions contemplated by this Agreement and the Company shall also deliver Ancillary Agreements; (vii) a duly executed certificate of an executive officer of the Buyer certifying the fulfillment of the conditions set forth in Section 6.2(a); and (viii) such other documents and instruments, in form and substance reasonably satisfactory to the Purchaser Seller, as the opinions, certificates Seller may reasonably request or as may be otherwise necessary or desirable to evidence and further assurances as contemplated herein. The payment effect the assumption by the Buyer of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt Assumed Liabilities, duly executed by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Buyer.

Closing. (a) On the terms set forth in this Agreement and subject to the satisfaction (or waiver) of the conditions set forth in Section 2 below, the Corporation shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Corporation at the Closing, at a price per share of $12.00, the number of shares of Class A Common Stock and the number of shares of Class B Common Stock indicated on such Purchaser’s signature page hereto as such Purchaser’s Funded Shares (the shares of Common Stock purchased by a Purchaser at the Closing, such Purchaser’s “Funded Shares”). (b) The closing for of the purchase and sale of the Equity Interest each Purchaser’s Funded Shares (the “Closing”) shall occur at 10:00 a.m., local time, on the date (or such later date) agreed to by the Corporation and the Purchasers after notification of satisfaction (or, where permissible, waiver) of the conditions to the Closing set forth in Section 2 below, other than those conditions that by their nature are to be October satisfied at the Closing, 2006 but subject to the satisfaction (the “Closing Date”or, where permissible, waiver) of those conditions, at the offices of the Purchaser at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or at such other location as mutually agreed upon by the parties hereto. The date of the Closing is referred to herein as the “Closing Date.” The Closing shall occur contemporaneously with the Closing (if not such dateor Initial Closing) as soon as possible thereafter, but in no event later than ten under each Other Investor’s Other Stock Purchase Agreement. (10c) Business Days after Subject to the satisfaction (or waiver) of the conditions to the Closing set forth in Section 7 and 82 below, or some other time, date and place as the Parties may agree. At at the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and each Purchaser shall deliver the Equity Interest to the Corporation by wire transfer of immediately available funds to the account set forth on Schedule 1.3(c) the amount set forth on such Purchaser; ’s signature page hereto as such Purchaser’s “Closing Amount” (such Purchaser’s “Closing Amount”) and (ii) give the undertakings Corporation shall deliver to each Purchaser one or more certificates bearing the appropriate legends herein provided for and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; liens (bother than restrictions on transfer imposed by applicable securities laws) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Companyrepresenting such Purchaser’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Funded Shares.

Closing. The (a) Unless this Agreement shall have been earlier terminated in accordance with the provisions of this Agreement, the closing for the purchase and sale of the Equity Interest transactions contemplated by this Agreement (the “Closing”) shall be October , 2006 consummated via electronic document exchange at 10:00 a.m. Eastern time (i) on the “Closing Date”date designated by T-Mobile that is not more than one hundred forty (140) at days after the offices satisfaction or T-Mobile’s waiver in writing of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or FCC Order Condition (if and on not such date) as soon as possible thereafter, but in no event later less than ten three (103) Business Days after prior written notice from T-Mobile to the Seller), but subject to the satisfaction or waiver of the conditions set forth in Section 7 and 8Article 6, or some (ii) at such other time, date and time or place as may be agreed upon in writing by T-Mobile and the Parties may agreeSeller. The date of the Closing is referred to herein as the “Closing Date”. (b) At the Closing: (a) , the Purchaser agrees Seller shall deliver to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree toT-Mobile Parties: (i) sell, transfer, convey, assign and deliver the Equity Interest with respect to the PurchaserSeller Licenses, an instrument of assignment in the form attached hereto as Exhibit A, executed by the Seller; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuanceclosing certificate required to be delivered pursuant to Section 6.1(d), sale, transfer, conveyance, assignment and delivery executed by an authorized representative of the Equity Interest shall convey good and marketable title Seller. (c) Subject to the Equity Interest held by such Sellerlast sentence of this Section 2.3(c), free and clear of any and all Liens; (b) at the Sellers Closing, the T-Mobile Parties shall deliver to the Purchaser share transfers and certificate(sSeller: (i) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser Seller Licenses, an instrument of assignment in accordance with the Company’s Constitution; form attached hereto as Exhibit A, executed by T-Mobile License and/or Nextel (cor, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable; (ii) A CONFESSION OF JUDGMENT AFFIDAVIT, IN THE FORM ATTACHED HERETO AS EXHIBIT B-2, EXECUTED BY EACH OF THE T-MOBILE PARTIES (INCLUDING ANY ASSIGNEE OR AFFILIATES OF T-MOBILE THAT EXECUTES A JOINDER TO THIS AGREEMENT PURSUANT TO SECTION 9.1(b)); and (iii) the Sellers and the Company shall also deliver closing certificate required to the Purchaser the opinionsbe delivered pursuant to Section 6.2(d), certificates and further assurances as contemplated herein. The payment executed by an authorized officer of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance T-Mobile Parties. Notwithstanding the foregoing, to the extent that, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile is to receive assignment of the covenants herein; Seller Licenses, such designated Affiliate shall also be made a party (in addition to the T-Mobile Parties) and execute the deliverables set forth in clauses (bii)-(iii) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 72.3(c) as a condition to the Seller’s obligation to consummate the Closing.

Closing. (a) The closing for the purchase and sale of the Equity Interest (the “Closing”) Closing shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser at ▇▇▇ Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or on the same day as the date on which the Rexam Transaction is consummated (but after the consummation of the Rexam Transaction); provided that if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction each of the conditions set forth in Section 7 and 8Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or waiver of those conditions) shall not have been satisfied as of such date, then the Closing shall occur on the first (1st) Business Day after such conditions shall have been satisfied or waived, or some at such other timetime or date as Purchaser and Seller may mutually agree in writing (the date on which the Closing occurs, the “Closing Date”). (b) The Parties acknowledge and agree that in order to comply with applicable Law in the jurisdictions where the Purchased Assets are located, the Closing may take place at a different date and place as time in different jurisdictions. In particular, the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, acknowledge and the Sellers jointly and severally agree to: that (i) sell, transfer, convey, assign and deliver the Equity Interest conditions to the Purchaser; transfer of (x) the French and Spanish Shares set forth in the French Offer Letter or (y) the Dutch Shares set forth in the Dutch Offer Letter may, in each case, be satisfied after the conditions to the transfer of other Purchased Assets set forth in Article VII have been satisfied and in any such case Closing shall take place with respect to all Purchased Assets other than the French and Spanish Shares and/or Dutch Shares, as applicable (the “First Closing”), and (ii) give (x) the undertakings consummation of the sale of the French and make Spanish Shares (the “France Closing”) shall occur in accordance with the terms of the French Offer Letter and (y) the consummation of the sale of the Dutch Shares (the “Dutch Closing”) shall occur in accordance with the terms of the Dutch Offer Letter. The Parties further acknowledge and agree that (1) subject to the subsequent clause (2) of this sentence, all actions and documents relating to the transfer of the French and Spanish Shares and/or the Dutch Shares, as applicable (including, for the avoidance of doubt, any Foreign Closing Documents relating to the French and Spanish Shares and/or the Dutch Shares, as applicable), shall not be required to be taken or delivered at the First Closing but only at the France Closing and/or the Dutch Closing, as applicable; (2) all references to Net Debt, Purchased Working Capital and any other items taken into account in the Purchase Price adjustment in accordance with this Agreement shall not be adjusted to reflect the exclusion of the French and Spanish Shares and the Dutch Shares, as applicable, at the First Closing but shall be reflected as if the France Closing and the Dutch Closing shall have occurred at the First Closing; and (3) unless otherwise indicated in this Section 1.11(b), all references to the Closing in this Agreement shall be deemed to refer to the First Closing. To the extent that the France Closing and/or the Dutch Closing shall not have occurred simultaneously with the First Closing, the covenants set forth in this Agreement. Such issuanceArticle IV (other than Sections 4.2, sale4.3(d), transfer4.4, conveyance4.5, assignment 4.9, 4.10, 4.12, 4.15, 4.16, 4.17, 4.18, 4.19 and delivery 4.20) shall apply with respect to the French and Spanish Entities or the Dutch Entities (as applicable) from the date of the Equity Interest shall convey good and marketable title to France Acceptance Notice or Dutch Acceptance Notice (as applicable) until the Equity Interest held by such SellerFrance Closing or Dutch Closing (as applicable); provided, free and clear of any and all Liens; however, that (b) the Sellers shall deliver to the Purchaser share transfers and certificate(sy) in no event shall any violation of such covenants during the period following the First Closing until the France Closing or Dutch Closing (as applicable) affect the requirement to effect the France Closing or Dutch Closing (as applicable) but shall only result, if applicable, in a registrable form evidencing the Equity Interest duly endorsed in blank claim for indemnification under Section 9.2(a)(i)(i)(B) or with stock powers duly executed together with all duly executed documents Section 9.2(b)(i)(B), as applicable, and forms required (z) for the stamping purposes of the transfers covenants set forth in respect Section 4.7 only, the French and Spanish Entities and Dutch Entities shall be deemed to be Purchased Entities only upon occurrence of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution;France closing and Dutch Closing (as applicable). (c) Subject to Section 1.11(b), for the Sellers purposes of this Agreement and unless Purchaser and Seller agree otherwise, the Company Closing shall also deliver be deemed to have occurred at 12:01 A.M. local time in each applicable jurisdiction on the Purchaser Closing Date, or, if the opinionsRexam Transaction shall have been consummated on the Closing Date, certificates and further assurances as contemplated herein. The payment one minute after consummation of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Rexam Transaction.

Closing. (a) The closing for the purchase and sale of the Equity Interest Share Exchange (the “Closing”) shall be October , 2006 (and the date on which the Closing occurs, the “Closing Date”) at shall take place via the offices remote exchange of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) documents and signatures on a date as soon as possible thereafter, but in any event no event later than ten the fifth (105th) Business Days Day after the satisfaction or valid waiver by the relevant Party of each of the conditions set forth in Section 7 5.1, Section 5.2 and 8Section 5.3 (except for the conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), or some at such other time, date time and place as collectively agreed by the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, Buyer and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens;. (b) At the Sellers Closing, the Buyer shall deliver or cause to be delivered to the Purchaser Seller: (i) all of the Consideration Shares and the scanned copy of share transfers and certificate(s) in a registrable form evidencing representing the Equity Interest duly endorsed in blank or with stock powers Consideration Shares, duly executed together with all duly executed documents and forms required for the stamping on behalf of the transfers Buyer and registered in respect the name of the conveyance Seller, the original copy of which shall be delivered to the Seller within five (5) Business Days following the Closing Date; (ii) a certified true copy of an excerpt of the Equity Interest register of members of the Buyer, reflecting the Seller’s ownership of the Consideration Shares; (iii) a scanned copy of the board of directors’ resolutions of the Buyer, approving and consenting to, among other things, the execution, delivery and performance of this Agreement and any other Transaction Document to which the Buyer is a party, and the transactions contemplated hereby and thereby; (iv) a receipt issued by the CSRC or other proof reasonably satisfactory to the Purchaser Seller, which shall evidence that, the CSRC Filling have been duly submitted by the Buyer and accepted by the CSRC on the Closing Date; and (v) a certificate executed by a duly authorized officer of the Buyer, certifying to the fulfillment of the conditions specified in accordance Section 5.1 and Section 5.2; (vi) to the extent not previously delivered, such documents, instruments and items required to be delivered in connection with the Company’s Constitution;fulfillment of the conditions specified in Section 5.1 and Section 5.2. (c) At the Sellers Closing, the Seller shall deliver or cause to be delivered to the Buyer: (i) all of the Sale Shares, and the Company scanned copy of share certificate(s) representing the Sale Shares, duly executed on behalf of Target Co. and registered in the name of the Buyer, the original copy of which shall also deliver be delivered to the Purchaser Buyer within five (5) Business Days following the opinions, certificates and further assurances as contemplated herein. The payment Closing Date; (ii) a certified true copy of the Tranche 1 Consideration register of members of Target Co., reflecting the Buyer’s ownership of the Sale Shares; (iii) a scanned copy of the resignation letters duly executed by such director(s) of Target Co. nominated by the Seller, the original copy of which shall be delivered to Target Co.’s registered agent within five (5) Business Days following the last action performed at Closing and Date; (iv) a scanned copy of the instrument of transfer evidencing the transfer of the Sale Shares to the Buyer, substantially in the form of Exhibit A, duly executed by the Seller, the original copy of which shall be made promptly after receipt by delivered to Target Co.’s registered agent within five (5) Business Days following the Purchaser Closing Date; (v) a scanned copy of the Equity Interest. The payment of any directors’ resolutions of the Total Consideration Seller, approving and consenting to, among other things, the execution, delivery and performance of this Agreement and any other Transaction Document to which the Seller is a party, and the transactions contemplated hereby and thereby; (vi) a certificate executed by the Purchaser shall be unequivocally conditioned upon: (a) each a duly authorized officer of the Sellers’ due performance Seller, certifying to the fulfillment of the covenants hereinconditions specified in Section 5.1 and Section 5.3; and (vii) to the extent not previously delivered, such documents, instruments and (b) items required to be delivered in connection with the execution fulfillment of the other Transaction Documents; conditions specified in Section 5.1 and Section 5.3. (d) each At the Closing, the Seller shall, and shall cause the relevant Target Co. Group Companies to, deliver (or cause to be delivered) to the Buyer (i) all chops and seals of the Target Co. Group Companies, including all company chops, financial chops, contract chops and other conditions precedent set out chops and seals (if any), (ii) all books, accounts records, tax files, tax reports and any other similar documents of the Target Co. Group Companies, (iii) all documents necessary to change the bank mandates of the Target Co. Group Companies in this Section 2 such manner as the Buyer requires and Section 7all online banking u-keys of the Target Co. Group Companies, and (iv) all licenses, Permits, physical assets and contracts of the Target Co. Group Companies.

Closing. The closing for Subject to the satisfaction or waiver of the conditions set forth in Section 5 of this Agreement, the purchase and sale of the Equity Interest Shares shall take place at an initial closing (the “"Initial Closing”") shall be October and, 2006 if necessary, one or more additional closings subsequent to the Initial Closing (each a "Subsequent Closing," and together with the “Closing Date”Initial Closing, each a "Closing") at the offices of the Purchaser at Company's counsel, ▇▇▇▇▇▇▇▇▇▇, Keen & ▇▇▇▇▇▇▇, Radnor Court, Suite 160, ▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇Radnor, ▇▇▇▇▇▇▇Pennsylvania, ▇▇▇▇▇▇▇ ▇▇▇▇▇19087, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction upon the acceptance by the Company of each Purchaser's purchase of the conditions set forth Shares; provided, however, that, at the Initial Closing, the Company shall be required to receive gross proceeds of a minimum of $17,500,000 from sales of the Shares to all Purchasers in Section 7 and 8connection with the Offering. On or prior to the applicable Closing, or some other time, date and place as the Parties may agree. At the Closing: each Purchaser shall (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, execute this Agreement and the Sellers jointly and severally agree to: (i) sellRegistration Rights Agreement, transfertogether with such other documents relating to the purchase of the Shares as the Company may reasonably request, convey, assign and deliver the Equity Interest same to EGE to be held in escrow pending the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuanceClosing, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) deliver, by wire transfer or other form of payment in same day funds the execution amount of such Purchaser's Aggregate Subscription Amount, to the escrow account established by EGE at Wachovia Bank as escrow agent (the "Escrow Agent") pursuant to the terms of that certain Escrow Agreement (the "Escrow Agreement"), dated as of July 9, 2003, by and among the Company, the Escrow Agent and the Placement Agents in the form attached as Exhibit A hereto. Upon each Closing, (i) the Company shall execute this Agreement and the Registration Rights Agreement, together with such other documents relating to the purchase of the Shares as the Purchasers may reasonably request, and deliver the same to each Purchaser in such Closing, (ii) Placement Agents shall release each such Purchaser's executed Agreement, Registration Rights Agreement and other Transaction Documents; documents to the Company and (diii) the Escrow Agent shall release the funds in the escrow account to the Company. Within three business days after the Closing, the Company shall deliver to each Purchaser a stock certificate registered in the name of the other conditions precedent set out in this Purchaser, representing the number of Shares purchased by the Purchaser, as computed pursuant to Section 2 and Section 72.1 hereof.

Closing. (a) The closing for the purchase and sale of the Equity Interest Closing shall take place (the “Closing”) shall be October , 2006 (the “Closing Date”i) at the offices of the Purchaser at ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ , ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇at 10:00 a.m., or (if not such date) as soon as possible thereafterNew York time, but in no event later than ten (10) on the first Business Days after satisfaction Day of the month following the month during which all of the conditions set forth in Section 7 and 8Article VIII (other than those conditions that by their nature are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver of those conditions) are satisfied or waived, provided that, if the date of such satisfaction or waiver is one of the last four (4) Business Days of any month, then either Parent or Purchaser may elect to defer the Closing to the first Business Day of the second month following the month during which such date occurs, or some (ii) at such other timeplace, time or date as may be mutually agreed upon in writing by Parent and place Purchaser. The date on which the Closing occurs is referred to as the Parties may agree. “Closing Date.” (b) At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sellParent shall, transferor shall cause the Seller to: (A) convey to Purchaser all of the Seller’s right, conveytitle and interest in the Shares, assign together with a duly executed Share Transfer Form therefor; (B) deliver to Purchaser the certificate required to be delivered pursuant to Section 8.2(c); and (C) deliver to Purchaser a duly executed counterpart to each of the Ancillary Agreements to which any member of the Parent Group or any Transferred Entity is a party, which was not executed and deliver delivered on the Equity Interest to the Purchaser; and date hereof. (ii) give Purchaser shall: (A) deliver to the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, Seller by wire transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to an account or accounts designated by Parent prior to the Equity Interest held by such SellerClosing, free and clear of any and all Liensimmediately available funds in an aggregate amount equal to the Closing Purchase Price; (bB) the Sellers shall deliver to Parent the Purchaser share transfers and certificate(scertificate required to be delivered pursuant to Section 8.3(c); and (C) in deliver to Parent on behalf of the Seller a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest counterpart to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance Ancillary Agreements to which Purchaser or any of its Subsidiaries is a party, which was not executed and delivered on the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7date hereof.

Closing. The closing for Subject to the conditions set forth in this Agreement, the purchase and sale of the Equity Interest Purchased Assets pursuant to this Agreement (the “Closing”) shall be October take place, 2006 (to the “extent such Closing Date”) cannot take place through the electronic exchange of signatures, at the offices of the Purchaser at IPC The Hospitalist Company, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at 12:00 noon local time, or within two (if not such date2) as soon as possible thereafter, but in no event later than ten (10) Business Days business days after satisfaction of the conditions set forth in Section 7 and 8ARTICLE II have been satisfied, but no later than December 16, 2013, or some at such other time, place and date as shall be mutually agreed on in writing by Acquirors and place the Selling Group. The date on which the Closing occurs is identified as the Parties may agree. At “Closing Date” and the Closing:Closing shall be deemed to be effective as of 12:01 a.m. Eastern Daylight Time on the Closing Date. (a) At the Purchaser agrees to purchase the Equity Interest from the SellersClosing, and the Sellers jointly and severally agree to: (i) Management Seller shall sell, transferassign, convey, assign transfer and deliver to Buyer good and marketable title to all of the Acquired Assets; (B) PC Seller shall sell, assign, convey, transfer and deliver to PC Buyer good and marketable title to all of the PC Acquired Assets; (iii) Sellers shall execute and deliver to Acquirors (A) the ▇▇▇▇ of Sale; and (B) the Seller Noncompetition Agreements (as defined in Section 2.1(c)) in favor of an Acquiror executed by each Seller; (iv) Owners shall execute and deliver to Acquirors the Owner Noncompetition Agreements (as defined in Section 2.1(d)) in favor of an Acquiror executed by each Owner; and (v) the Selling Group shall deliver such other assignments, certificates and other instruments and documents as may be required to be delivered by Sellers at or prior to the Closing or as may be reasonably requested by Acquirors. (b) At the Closing, (i) each of the Acquirors shall accept and purchase the applicable Purchased Assets from Sellers and in consideration therefor shall (A) pay the Closing Payment in Immediately Available Funds; (B) execute and deliver the Equity Interest ▇▇▇▇ of Sale; and (C) deliver to Sellers all certificates and other instruments and documents as may be required to be delivered by any of the Acquirors hereunder at or prior to the PurchaserClosing or as may be reasonably requested by Sellers; and (ii) give PC Buyer shall execute and deliver the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title Seller Noncompetition Agreements to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7.

Closing. The closing for (a) Subject to Section 2.06(b) and Section 2.06(c), on the purchase and sale second (2nd) Business Day following the satisfaction or waiver of the Equity Interest conditions set forth in Section 7.01 and Section 7.02 (other than such conditions which, by their nature, are to be satisfied at Closing), or on such other date as Seller and Buyer may mutually agree in writing, the sale and purchase of the Purchased Assets and the assumption of the Assumed Liabilities contemplated by this Agreement with respect to which such conditions have been satisfied or waived as of such date shall take place at a closing (the “Closing”) shall that will be October , 2006 (the “Closing Date”) held at the offices of the Purchaser at Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇or such other place as Seller and Buyer may agree in writing or remotely via the exchange of executed documents or closing deliverables (the date on which the Closing takes place being the “Closing Date”). (b) Buyer and Seller will consummate the sale and purchase of any Purchased Assets and the assumption of any Assumed Liabilities (other than the Purchased Assets and Assumed Liabilities that were transferred on the Closing Date or any other Subsequent Closing Date) (each, or a “Subsequent Closing”) on the second (if not such date) as soon as possible thereafter, but in no event later than ten (102nd) Business Days after Day following (i) receipt by Buyer of a certificate of Seller signed by a duly authorized representative of Seller, with respect to the Acquired Stores to be transferred at such Subsequent Closing, certifying that (A) the representations and warranties contained in the first sentence of Section 3.05, Section 3.09, the second and third sentences of Section 3.13, the final sentence of Section 3.15 and the final sentence of Section 3.18, are true and correct in all respects as of such Subsequent Closing as if made on the applicable Subsequent Closing Date, except for breaches or inaccuracies, as the case may be, as to matters that, individually or in the aggregate, have not had a Material Adverse Effect and (B) the covenants contained in the first sentence of Section 5.01 (with respect to Inventory and prescriptions) and Section 5.01(f) of this Agreement have been complied with in all material respects, (ii) the satisfaction or waiver of (A) the conditions set forth in Section 7 7.01(b) and 8, or some other time, date Section 7.02(b) and place as the Parties may agree. At the Closing: (aB) the Purchaser agrees condition that Parent shall have (1) tested the Duplicate IT System with respect to purchase the Equity Interest from Acquired Stores to be transferred at such Subsequent Closing using the SellersDeveloped Testing Procedures and (2) based upon such test certified to Buyer as to the operational readiness of the Duplicate IT System by having delivered to Buyer an Operational Duplicate IT System Certificate, in each case applicable to the Acquired Stores to be transferred at such Subsequent Closing and (iii) the delivery to Buyer of the Inventory Statement and the Sellers jointly and severally agree to: report specified in Section 2.10(b)(ii) (i) sellthe “Subsequent Closing Conditions”), transfer, convey, assign and deliver the Equity Interest pursuant to the Purchaser; terms and (ii) give the undertakings and make the covenants set forth in conditions of this Agreement. Such issuanceThe date on which a Subsequent Closing occurs is hereinafter referred to as the “Subsequent Closing Date”; provided, salehowever, transfer, conveyance, assignment that the sale and delivery purchase of the Equity Interest shall convey good Distribution Center and marketable title the assets therein to the Equity Interest held extent Purchased Assets (the “Distribution Center Closing”) shall occur on the last day of the Transition Period (as defined in the Transition Service Agreement) or such earlier date as mutually agreed by the parties (such date, the “Distribution Center Closing Date”), subject to receipt by Buyer of a certificate of Seller signed by a duly authorized representative of Seller, free and clear of any and all Liens; (b) the Sellers shall deliver with respect to the Purchaser share transfers Distribution Center, certifying that the representations and certificate(s) warranties contained in a registrable form evidencing the Equity Interest duly endorsed Section 3.09 are true and correct in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping respects as of the transfers Distribution Center Closing as if made on the Distribution Center Closing Date, except for breaches or inaccuracies, as the case may be, as to matters that, individually or in respect the aggregate, have not had a Material Adverse Effect. Upon the request of Parent, Buyer will provide commercially reasonable transition services related or arising out of the conveyance of the Equity Interest assets related to the Purchaser Distribution Center pursuant to an agreement to be mutually agreed upon in accordance with good faith by the Company’s Constitution;parties prior to the Distribution Center Closing Date. (c) the Sellers and the Company shall also deliver Notwithstanding anything herein to the Purchaser contrary, in no event shall the opinionsparties consummate the Closing or a Subsequent Closing, certificates except as otherwise agreed upon by Buyer and further assurances as contemplated herein. The payment Seller, with respect to less than fifty (50) Acquired Stores (other than the final Subsequent Closing) or more than seventy-five (75) Acquired Stores (it being acknowledged and agreed that in the event that the Subsequent Closing Conditions have been satisfied or waived with respect to less than fifty (50) Acquired Stores, the parties shall consummate the Subsequent Closing with respect to such Acquired Stores on the second Business Day following the satisfaction or waiver of the Tranche 1 Consideration shall be Subsequent Closing Conditions with respect to fifty (50) or more Acquired Stores which have not yet been conveyed to Buyer, or, in the last action performed at Closing and shall be made promptly after receipt by the Purchaser case of the Equity Interest. The payment of final Subsequent Closing, any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7remaining Acquired Stores that have not previously been conveyed to Buyer).

Closing. The purchase and sale of the Purchased Shares hereunder shall take place at a closing for (the "FIRST CLOSING"; the date on which the First Closing occurs is hereinafter referred to as the "FIRST CLOSING DATE"); provided that at least $2,000,000 of Purchased Shares are purchased. If less than all Purchased Shares are sold at the First Closing, the purchase and sale of additional Purchased Shares hereunder shall take place at one or more additional closings within 10 days after the Equity Interest First Closing (each an "ADDITIONAL CLOSING", and with the “First Closing”, a "CLOSING"). Each Closing shall take place concurrently with the execution and delivery of this Agreement by the Investors purchasing Purchased Shares at such Closing. At each Closing: (a) the Investors purchasing Purchased Shares at such Closing shall deliver to the Company or its designees by wire transfer, cashier's check or certified checks from a bank acceptable to the Company, or such other method of payment as the Company shall approve, an amount equal to the purchase price of the portion of the Purchased Securities, as set forth opposite its name on the signature pages hereof; (b) the Company shall issue and deliver to each Investor purchasing Purchased Shares at such Closing (i) a certificate or certificates for its portion of the Purchased Shares and (ii) warrants for the portion of the Purchased Warrants to be October issued by the Company and purchased by such Investor, 2006 as set forth opposite such Investor's name on the signature pages hereof; (c) the “Closing Date”Company and such Investors shall execute and deliver a Registration Rights Agreement in the form attached as Exhibit 8 with respect to the Underlying Shares (as hereafter defined); (d) at the offices of First Closing only, the Purchaser at ▇▇▇ ▇▇▇▇▇Company shall (i) execute and deliver an investment banking agreement with ▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) Inc. in the form attached as soon as possible thereafter, but Exhibit 9 providing for compensation of 500,000 warrants in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place same form as the Parties may agree. At Purchased Warrants (the Closing: (a"INVESTMENT BANKING WARRANTS") the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give deliver to the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery Investors purchasing Shares at such Closing copies of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens;agreements described on EXHIBIT 6; and (be) the Sellers Company shall deliver to the Purchaser share transfers and certificate(sInvestors an Opinion of Counsel with respect to the matters set forth on EXHIBIT 4. All certificates shall have all necessary stock transfer tax stamps (purchased at the expense of the Company) in a registrable form evidencing affixed. The parties agree that for purposes of allocating the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required price paid for the stamping Purchased Securities, the Purchased Warrants have a nominal value. The Company acknowledges the materiality of the transfers in respect of agreements described on EXHIBIT 6 To the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be investment made promptly after receipt hereunder by the Purchaser of Investors and covenants that it will close each transaction covered by such agreements as promptly as practicable after the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7First Closing.

Closing. The (a) Upon the terms and subject to the conditions set forth in this Agreement, the closing for the purchase and sale of the Equity Interest Purchase (the “Closing”) shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser at ▇▇▇ ▇▇S▇▇▇▇▇▇▇ & C▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇World Trade Center, ▇▇▇One Jianguo Menwai Avenue, or (if not such date) as soon as possible thereafterBeijing, but in PRC, at 9:30 A.M., Beijing time, no event later than ten the fifth (105th) Business Days after satisfaction Day following the date on which all of the conditions set forth in Section 7 and 8Article VI (other than those conditions that by their nature can only be satisfied at the Closing but subject to the satisfaction or waiver of such conditions) have been satisfied or waived, or some at such other timelocation, time or date as may be agreed upon in writing by the Sellers and place as the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase (the Equity Interest from date on which the SellersClosing occurs, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens;“Closing Date”). (b) At the Closing, in addition to the First Payment provided for in Section 2.2(a), the Purchaser shall deliver, or cause to be delivered, to the Sellers the following: (i) the certificate to be delivered by the Purchaser pursuant to Section 6.3(a) and Section 6.3(b) hereof; (ii) a receipt acknowledging the receipt of the items set forth in Section 2.3(c)(i) hereof; and (iii) such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement. (c) At the Closing, each of the Sellers shall deliver deliver, or cause to be delivered, to the Purchaser share transfers and certificate(sthe following: (i) in a registrable form the certificate or certificates evidencing all of the Equity Interest Offshore Company Shares, duly endorsed in blank or accompanied by share transfer forms duly endorsed in blank in proper form for transfer, with stock powers duly executed together with all duly executed documents and forms required for appropriate transfer stamps, if any, affixed; (ii) the stamping resolution of the transfers in respect board of directors of the conveyance Offshore Company authorizing the transfer of all of the Equity Interest Offshore Company Shares to the Purchaser; (iii) a certified copy of the register of members of the Offshore Company evidencing that all of the Offshore Company Shares have been transferred to the Purchaser; (iv) the certificate to be delivered pursuant to Section 6.2(a), Section 6.2(b), Section 6.2(c) and Section 6.2(f) hereof; (v) written resignations of each member of the board of directors, except Shareholder A, of each of the Company, the WFOE, the Hong Kong Company and the Offshore Company; (vi) a receipt acknowledging receipt of the First Payment by the Purchaser in accordance with the Company’s Constitution;full satisfaction of its obligations under Section 2.2(a) hereof; and (cvii) such other documents and instruments as may be reasonably required to consummate the Sellers and transactions contemplated by this Agreement, including the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent items set out forth in this Section 2 and Section 7Schedule 2.3(c)(v).

Closing. The closing for (the “Closing”) of the purchase and sale of the Equity Interest (the “Closing”) Shares hereunder shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser at ▇▇▇▇▇▇ ▇▇& ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇LLP, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇Menlo Park, or (if not such date) as soon as possible thereafterCA 94025, but in no event later than ten (10) Business Days after satisfaction concurrently with the execution and delivery of this Agreement and delivery obligations of the conditions parties set forth in Section 7 and 8, herein (the “Closing Date”); provided that the Closing may take place by exchange of copies of executed documents by facsimile or some other time, date and place as the Parties may agreeemail transmission. At the Closing: (a) the Purchaser agrees Buyer shall deliver to purchase the Equity Interest from the Sellerseach Seller, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest pursuant to the Purchaser; and (ii) give the undertakings and make the covenants Closing Payment allocation set forth in this Agreement. Such issuanceon Schedule I attached hereto, sale, transfer, conveyance, assignment and delivery cash representing such Seller’s pro-rata portion of the Equity Interest shall convey good and marketable title Closing Payment, by wire transfer of immediately available funds to the Equity Interest held by such Seller, free and clear of any and all Liens;applicable accounts set forth on Schedule I attached hereto. (b) Buyer shall deliver to Sellers’ Representative $25,000 for deposit in the Sellers Expense Escrow Account, delivered by wire transfer of immediately available funds and in accordance with the instructions provided by Sellers’ Representative. (c) Buyer shall deliver to the Purchaser share transfers and Company the cash portion of the Company Options Cash-Out Amount, to be held by the Company until distributed in accordance with Section 2.01(e). (d) Each Seller shall deliver, or cause to be delivered, to Buyer: (i) certificate(s) in a registrable form evidencing for the Equity Interest Shares held by such Seller duly endorsed or accompanied by stock powers duly endorsed in blank or blank, with stock powers duly any required transfer stamps affixed thereto; (ii) evidence satisfactory to Buyer, including without limitation, executed together with all duly executed documents and forms required for the stamping resolutions of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitutionboard of directors, in a form acceptable to Buyer, of termination of the Company’s 401(k) Plan; (ciii) all necessary forms and certificates complying with Applicable Law, duly executed and in form and substance reasonably acceptable to Buyer, certifying that the Sellers transactions contemplated hereby are exempt from withholding under Section 1445 of the Code; (iv) evidence satisfactory to Buyer of the approval of this Agreement and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment consummation of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt transactions contemplated hereby by the Purchaser board of directors of the Equity Interest. The payment Company and each Seller; and (v) written resignations of any each officer and director of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each Company, effective as of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Closing Date.

Closing. (a) The closing for the sale and purchase and sale of the Equity Interest Shares shall take place at a closing (the “Closing”) shall to be October , 2006 (the “Closing Date”) held at the offices of the Purchaser at ▇▇▇ ▇▇▇Advokatfirmaet Thommessen AS, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ , at 2:00 p.m. (CET) on the date hereof or at such other place or at such other time or on such other date as the Sellers’ Representative and the Buyer mutually may agree in writing. The date on which the Closing takes place is referred to as the “Closing Date.” (b) At or prior to the Closing: (i) Parent shall issue 702,943 new shares of Parent Common Stock to the Sellers, in such numbers as set forth in Column 8 of Exhibit A (the “Consideration Shares”) and warrants to purchase 150,000 new shares of Parent Common Stock to the Sellers on the terms set forth in the form of Common Stock Purchase Warrant attached hereto as Exhibit G, in such numbers as set forth in Column 9 of Exhibit A (the “Warrants”); (ii) the Buyer shall pay the Cash Purchase Price (NOK 103,729,864) less (i) the Indemnity Escrow Amount (NOK 2,750,000), (ii) the Transaction Expenses (NOK 6,055,000), (iii) the cost of the R&W Insurance Policy (NOK 2,413,950) and (iv) the cost of the Escrow Account (NOK 21,175), being an aggregate payment of NOK 92,489,739, to a client account of Advokatfirmaet BA-HR DA with irrevocable instructions to release the amount to the order of the Sellers’ Representative upon transfer of the Shares to the Buyer in accordance with Section 2.3 and the Settlement Account Joint Instructions, by wire transfer of immediately available funds, which amount shall be allocated amongst the Sellers as set forth in Column 6 of Exhibit A; (iii) the Buyer shall pay or cause to be paid to the recipients thereof, in the amounts set forth in the Agreed Closing Statement, the Transaction Expenses, all of which are unpaid; provided, however, that the payment to ▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇ LLP shall be made without such Norway value added import tax, or which shall be payable by the Company; (if not such dateiv) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions parties shall deliver the documents set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 72.3.

Closing. The In connection with its acquisition of the Contributors' ------- Interests, the Operating Partnership will notify the Contributors of a closing date, which date will be no earlier than five (5) business days after such notification and no later than June 1, 1998, for the purchase and sale initial closing (the "Initial Closing") of the Equity Interest (the “acquisition contemplated by this Contribution ---------------- Agreement. At or before such Initial Closing”) , which shall be October , 2006 (the “Closing Date”) held at the offices of the Purchaser at ▇▇▇▇▇ & ▇▇▇▇ llp, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ or such other place as is determined by the Operating Partnership in its sole discretion at a time specified by the Operating Partnership in its sole discretion, the Operating Partnership and the Contributors will execute all closing documents (the "Closing Documents") required by the Operating ----------------- Partnership in accordance with Section 1.5 hereof and deposit the same in escrow with ▇▇▇▇▇ & Wood llp, New York, New York, pursuant to an escrow agreement in substantially the form of Exhibit F hereto, as escrow agent of the Operating Partnership (the "Closing Agent"). ------------- The transactions contemplated by this Contribution Agreement and by the Closing Documents executed and deposited in connection with such exercise will be consummated at the Final Closing (as hereinafter defined) only if the closing of the IPO (the "IPO Closing") is consummated by the earlier of (a) fifteen (15) ----------- days after the date of the Initial Closing and (b) the Termination Date, and the conditions precedent to the closing contained in Article V hereof shall have been met on or (if not prior to the Final Closing Date. If the IPO Closing occurs by such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing: (a) The Operating Partnership shall, contemporaneously with the Purchaser agrees IPO Closing and upon satisfaction of the conditions precedent set forth in Article V, cause to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: be delivered to each Contributor (i) sellthe cash portion of such Contributor's Consideration, transferif any (such cash portion, conveythe "Cash ---- Portion"), assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuanceif applicable, sale, transfer, conveyance, assignment and delivery a certificate of the Equity Interest shall convey good General Partner of the Operating Partnership certifying that such Contributor has been or will be, effective upon the Final Closing (as hereinafter defined), admitted as a limited partner of the Operating Partnership and marketable title that the Operating Partnership's books and records indicate or will indicate that such Contributor is the holder of the number of Units which are called for pursuant to the Equity Interest held by such Seller, free and clear of any and all LiensConsideration as adjusted pursuant to Article IV hereof; (b) upon receipt of the Sellers shall Consideration by the Contributors set forth in clause (a) above, the Closing Agent will release the Closing Documents to the Operating Partnership and deliver to the Purchaser share transfers and certificate(s) in Contributor a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping copy of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution;such General Partner's certificate; and (c) the Sellers and transactions described or otherwise contemplated herein or in the Company shall also deliver Closing Documents will thereupon be deemed to have been consummated simultaneously with the Purchaser IPO Closing (such consummation, the opinions"Final Closing"). ------------- Notwithstanding the above, certificates and further assurances as contemplated herein. The payment the Operating Partnership may, in its sole discretion, elect not to complete the acquisition of all or any portion of the Tranche 1 Consideration shall be Interests of any Contributor only in the last action performed at Closing event that such Contributor specifies, in its Assignment delivered pursuant to Section 1.5, a material breach of or other material exception with respect to Article 2 hereof or such contributor has otherwise materially breached this Contribution Agreement and shall be made promptly after receipt by such breach has not been cured within any applicable grace period (any such Contributor, a "Non-Complying Contributor"), in which case the Purchaser Operating Partnership shall, in -------------------------- lieu of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: delivery with respect to such Contributor pursuant to clause (a) each above, notify the Closing Agent of such election and direct the Closing Agent to return such Contributor's Closing Documents and Ancillary Agreements (as defined below) to such Contributor. The risk of loss to an Asset Entity's Assets prior to Closing shall be borne by such Asset Entity. If, prior to the Final Closing, any of an Asset Entity's Assets shall be materially destroyed or materially damaged by fire or other casualty, then this Contribution Agreement may, at the option of the Sellers’ Operating Partnership, be terminated with respect to the Asset Entity, the Assets of which have been materially destroyed or materially damaged. If, after the occurrence of any such casualty affecting an Asset Entity's Assets, this Contribution Agreement is not so terminated relative to such Asset Entity, the Operating Partnership shall elect to (i) purchase the given Contributors' Interests in such Asset Entity or Assets, as the case may be, and (ii) direct such Contributors to pay or cause to be paid to the Operating Partnership any sums collected under any policies of insurance because of damage due performance to such casualty and otherwise assign to the Operating Partnership all rights to collect such sums as may then be uncollected; provided, however, that the Contributors shall not adjust or settle any insurance claim without the Operating Partnership's prior written consent, such consent not to be unreasonably withheld or delayed. Under such circumstances, the Consideration payable upon such purchase shall be reduced by the amount of any deductibles under the applicable insurance policies. If the IPO Closing does not occur by the earlier of (a) fifteen (15) days after the date of the covenants herein; Initial Closing and (b) the execution of Termination Date, or the other Transaction Documents; and (d) each of the other conditions precedent set out forth in Article V are not met on or prior to the date of the Final Closing then, except as set forth in Section 1.8, no party shall have any obligations under the Closing Documents or under any agreements or instruments executed in connection with the transactions contemplated hereunder or thereunder (such other agreements or instruments, collectively, "Ancillary --------- Agreements"), this Section 2 Contribution Agreement, the Closing Documents and Section 7the ---------- Ancillary Agreements shall be deemed null and void ab initio and the Closing --------- Agent will be, and is hereby, directed to destroy the Closing Documents and any Ancillary Agreement it holds and return to the Operating Partnership the Consideration, if any, delivered by the Operating Partnership to the Closing Agent in accordance with the previous paragraph.

Closing. (a) The closing for of the purchase and sale of the Equity Interest Assets and the assumption of the Assumed Liabilities (the “"Closing”") shall be October , 2006 will take place (the “Closing Date”i) at the offices of the Purchaser at ▇▇▇ C▇▇▇▇▇▇▇▇▇ & P▇▇▇▇ LLP, 3▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ at 10:00 a.m. local time on the third business day following the satisfaction or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction waiver of the all conditions set forth in Section 7 and 8Article XI (other than conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or some (ii) at such other timeplace, date and place time as the Parties Parent and Buyer may agree. The date and time at which the Closing actually occurs is referred to herein as the "Closing Date". The Closing will be deemed to be effective at the close of business on the Closing Date (the "Effective Time"). (b) At the Closing, Parent and the Company will deliver and cause to be delivered the following: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sellsuch bills of sale and instruments of assignment, transfer, convey, assign conveyance and deliver transfer as shall reasonably be requested by Buyer to effect or evidence the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transferassignment, conveyance, assignment transfer and delivery of the Equity Interest shall convey good and marketable title Assets to the Equity Interest held by such Seller, free and clear of any and all LiensBuyer; (bii) the Sellers shall deliver certificate referenced in Section 11.1(j); (iii) a standing instruction letter duly executed by Parent instructing the Escrow Agent to transfer shares from the Escrow Property to the Purchaser share transfers and certificate(s) in a registrable form evidencing name of Buyer when required to pursuant to the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping terms of the transfers in respect of Escrow Agreement to be held by the conveyance of the Equity Interest Escrow Agent pursuant to the Purchaser in accordance with Escrow Agreement; (iv) the Company’s ConstitutionEscrow Agreement, executed by Parent and the Escrow Agent; (v) the Tax Escrow Agreement, executed by Parent and the Tax Escrow Agent, if required pursuant to Section 15.8(b); and (vi) all other instruments, agreements, certificates and documents required to be delivered by Parent or the Company at or prior to the Closing Date pursuant to this Agreement. (c) At the Sellers Closing, Buyer will deliver the following: (i) the payments required by Section 4.1(b); (ii) such instruments of assumption as shall reasonably be requested by Parent to effect or evidence the assumption by Buyer of the Assumed Liabilities; (iii) the certificate referenced in Section 11.2(h); (iv) the Escrow Agreement, executed by Buyer and the Company shall also deliver Escrow Agent; (v) the Tax Escrow Agreement, executed by Buyer and the Tax Escrow Agent, if required pursuant to the Purchaser the opinionsSection 15.8(b); and (vi) all other instruments, agreements, certificates and further assurances as contemplated herein. The payment of documents required to be delivered by Buyer at or prior to the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in Date pursuant to this Section 2 and Section 7Agreement.

Closing. The closing for (a) All actions taken and documents delivered at the purchase and sale of the Equity Interest (the “Closing”) Closing shall be October deemed to have been taken and executed simultaneously, 2006 and no action shall be deemed taken nor any document delivered until all have been taken and delivered. (b) At the “Closing Date”Closing, subject to all the terms and conditions hereof, including receipt of all consents and approvals hereunder, Seller shall execute and deliver to Purchaser the following: (1) at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇a ▇▇▇▇ ▇▇▇▇▇▇▇of Sale, ▇▇▇▇▇ ▇▇▇in substantially the form attached hereto as Exhibit 3.2(b)(1), ▇▇▇▇▇▇▇transferring to Purchaser all of Seller’s interest in the Personal Property and the Coins and Currency; (2) an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit 3.2(b)(2), ▇▇▇▇▇▇▇ ▇▇▇▇▇with respect to the Transferred Liabilities (“ASSIGNMENT AND ASSUMPTION AGREEMENT”); (3) an Assignment and Assumption of Lease executed by Seller, ▇▇▇in substantially the form attached hereto as Exhibit 3.2(b)(3), or assigning Seller’s interest in the Branch Lease and pursuant to which Purchaser shall assume the Branch Lease (if not “ASSIGNMENT AND ASSUMPTION OF LEASE”); (4) [intentionally omitted]; (5) subject to the provisions of Section 8.8, the Landlord Consent; (6) an estoppel certificate executed by the lessor of the Leased Premises, to the extent Seller can obtain such datecertificate using commercially reasonable efforts; (7) a certificate of a proper officer of Seller, dated as soon of the Closing Date, certifying as possible thereafter, but in no event later than ten (10) Business Days after to the satisfaction of the conditions set forth in Section 7 9.1 and 8Section 9.2 (provided that in the event that Purchaser has waived any of such conditions pursuant to this Agreement, or some other time, date and place such certificate need only address such matters as have not been waived under the Parties may agree. At the Closing:terms hereof); (a8) a Closing Statement using amounts shown on the Pre-Closing Balance Sheet, substantially in the form attached hereto as Exhibit 3.2(b)(8) (the Purchaser agrees to purchase “CLOSING STATEMENT”); (9) a certification of Seller, meeting the Equity Interest from requirements of Treasury Regulations Section 1.1445-2(b)(2), certifying that Seller is not a “foreign person” as defined in the Sellersfederal Foreign Investment in Real Property Tax Act of 1980, and which certification shall be substantially in the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver form of the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants sample certification set forth in this Agreement. Such issuanceTreasury Regulations Section 1.1445-2(b)(2)(iii)(B), sale, transfer, conveyance, assignment and delivery of customary certificates and affidavits as reasonably requested by the Equity Interest shall convey good and marketable First American Title Insurance Company (or such other title company as may be reasonably acceptable to the Equity Interest held by such Seller, free and clear of any and all LiensPurchaser); (b10) immediately available funds in the net amount shown as owing to Purchaser by Seller on the Closing Statement, if any; (11) a limited power of attorney to allow Purchaser, in the name of Seller, to effect transfers of Transferred Assets after the Closing, which shall be in substantially the form attached hereto as Exhibit 3.2(b)(11); (12) the Sellers shall deliver resignation of Seller as trustee or custodian, as applicable, with respect to each ▇▇▇ or ▇▇▇▇▇ Plan deposit account included in the Transferred Liabilities and the designation of Purchaser share transfers as successor trustee or custodian with respect thereto; and (13) such certificates and certificate(s) other documents as the parties determine to be reasonably necessary in a registrable form evidencing connection with the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping consummation of the transfers in respect of transactions contemplated hereby and that do not alter the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution;parties’ respective obligations or liability hereunder. (c) At the Sellers Closing, subject to all the terms and the Company conditions hereof, Purchaser shall also execute and deliver to Seller: (1) the Assignment and Assumption Agreement; (2) the Assignment and Assumption of Lease; (3) [intentionally omitted]; (4) a certificate and receipt acknowledging the delivery and receipt of possession of the Transferred Assets and records referred to in this Agreement; (5) immediately available funds in the net amount shown as owing to Seller by Purchaser on the opinionsClosing Statement, if any; (6) a certificate of a proper officer of Purchaser, dated as of the Closing Date, certifying as to the satisfaction of the conditions set forth in Section 10.1 and Section 10.2; (7) Purchaser’s acceptance of its appointment as successor trustee or custodian, as applicable, as of the Effective Time, of the ▇▇▇ and ▇▇▇▇▇ Plan deposit accounts included in the Transferred Liabilities and its assumption of the fiduciary obligations of the trustee or custodian with respect thereto; and (8) such certificates and further assurances other documents as contemplated herein. The payment the parties determine to be reasonably necessary in connection with the consummation of the Tranche 1 Consideration shall be transactions contemplated hereby and that do not alter the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellersparties’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7respective obligations or liability hereunder.

Closing. The closing for (the “Closing”) of the purchase and sale of the Equity Interest (Shares and the “Closing”) transfer of the Transferred Assets hereunder shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser at ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of ▇ the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agreehereof. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: Buyer shall deliver: (i) sell, transfer, convey, assign to Sellers the Buyer Note duly executed by Buyer; [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and deliver the Equity Interest listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Purchaser; and Commission upon request. (ii) give to Buyer’s registered transfer agent, with a copy to Sellers, irrevocable instructions, executed by an officer of Buyer and in a form reasonably acceptable to Sellers, instructing the undertakings transfer agent (A) to issue certificates for 9,017,021 shares of Buyer Stock registered in the name of Sellers (or such other Person as Sellers may designate), with any required transfer stamps affixed thereto and make bearing the covenants set forth in this Agreement. Such issuancelegend required pursuant to Section 2.05, sale, transfer, conveyance, assignment and (B) to deliver such certificates to such address as Sellers may designate (it being understood that (x) Buyer shall cause the issuance and delivery of such share certificates as contemplated herein within five Business Days after the Equity Interest Closing and (y) such issuance shall convey good be effective as of the Closing and marketable title to the Equity Interest held by such Seller, free and clear of any and all Lienstransfer agent shall be instructed accordingly); (biii) to Sellers the Sellers shall deliver Patent Assignment Agreements with respect to the Purchaser share transfers Assigned Nutley Patents and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers Assigned Basel Patents, duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution;by Buyer; and (civ) the to Sellers and the Company shall also deliver counterparts to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents, duly executed by Buyer and each of its Affiliates party thereto. (b) Sellers shall deliver to Buyer: (i) certificates in proper form evidencing the Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto; (ii) the Patent Assignment Agreements with respect to the Assigned Nutley Patents and the Assigned Basel Patents, duly executed by Roche Nutley or Roche Basel, as applicable, and such customary bills of sale and/or other agreements or instruments of transfer, in each case as are reasonably satisfactory to Buyer and Sellers, to the extent necessary to evidence the transfer of the Assigned Nutley Licenses and the Assigned Basel Licenses hereunder; and and (diii) counterparts to each of the other conditions precedent set out in this Section 2 and Section 7Transaction Documents, duly executed by each Seller party thereto.

Closing. (a) The initial closing for of the purchase and sale of the Equity Interest Notes and Warrants under this Agreement (the “Initial Closing”) shall be October , 2006 (the “Closing Date”) held at the offices of the Purchaser at Company, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (or remotely via the exchange of documents and signatures), on or before September 30, 2010, subject to the Company’s right to extend the Offering until October 31, 2010 (if not such datethe date of the Initial Closing is hereinafter referred to as the “Initial Closing Date”). The subsequent closing(s) of the purchase and sale of Notes (up to Aggregate Offering Amount) and Warrants under this Agreement (the “Subsequent Closing(s)”) shall take place at a time agreed upon by the Company and the Finder (the date(s) of the Subsequent Closing(s) is hereinafter referred to as soon as possible thereafterthe “Subsequent Closing Date(s)”), but all of which shall occur in any event no event later than ten (10) Business Days after satisfaction October 31, 2010. The Investors agree that any additional persons or entities that acquire Notes and Warrants at any Subsequent Closing shall become Investors under this Agreement with all rights and obligations attendant thereto, upon their execution of this Agreement without further action by any other Investor. For purposes of this Agreement, the terms “Closing” and “Closing Date”, unless otherwise indicated, refer to the applicable closing and closing date of the conditions set forth in Section 7 and 8Initial Closing or the Subsequent Closing(s), or some other time, date and place as the Parties case may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens;be. (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and At each Closing, the Company shall also deliver the Notes and the Warrants to the Purchaser the opinions, certificates and further assurances as contemplated herein. The Investors against payment of the Tranche 1 Consideration shall be Purchase Price to the last action performed at Closing and shall be made promptly after receipt Company as described above, along with delivery by the Purchaser Investors of an Accredited Investor Certification and Investor Profile to the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Company.

Closing. The closing On or before the Closing Date, Seller shall deliver the following documents to Escrow Agent relating to the Facility (“Closing Documents”): (i) One (1) original executed Deed for the purchase and sale Facility, in recordable form; (ii) Two (2) original executed counterparts of the Equity Interest Post Closing Lease; (iii) Two (2) original executed counterparts of the b▇▇▇ of sale for the Personal Property (“B▇▇▇ of Sale”), an assignment of Seller’s interest in the Contracts and Leases (“Assignment of Contracts and Leases”), and other instruments of transfer and conveyance in form and substance to be agreed upon prior to the expiration of the Due Diligence Period transferring and assigning to Buyer the Real Property, Personal Property and the Intangibles to be transferred as provided herein with respect to the Facility (“Instruments of Assignment”); (iv) One (1) original of the executed Repair Completion Notice for the Facility to the extent not previously delivered to Buyer. (v) One (1) original executed certificate executed by Seller confirming that Seller’s representations and warranties continue to be true and correct in all material respects, or stating how such representations and warranties are no longer true and correct (“Seller’s Confirmation”); (vi) All contractor’s and manufacturer’s guaranties and warranties, if any, in Seller’s possession relating to the Facility (collectively, the “Warranties”), which delivery will be made by leaving such materials at the Facility; and (vii) Two (2) original executed counterparts of each of the FIRPTA Certificate, escrow agreements and other documents required by the Title Company in connection with the transactions contemplated by this Agreement (collectively, the “Title Company Documents”). (viii) A copy of the fully executed deed and other documents (including a b▇▇▇ of sale and assignment of contracts and leases) evidencing the transfer of the Property from SHI to Seller (the “ClosingSHI Transfer Documents”). (ix) shall be October , 2006 A copy of the notice by which Seller exercises its right to purchase the Property pursuant to the Option Agreement (the “Closing DateExercise Notice”) at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7).

Closing. The closing for the purchase and sale of the Equity Interest (the “Closing”) shall be October take place at the offices of Liskow & ▇▇▇▇▇, 2006 A Professional Law Corporation, Lafayette, Louisiana, on a mutually agreeable date (the “Closing Date”) at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter), but in no event not later than ten (10) Business Days after days following satisfaction of all conditions to Closing set forth in ARTICLE IX. Assuming the conditions set forth in Section 7 and 8ARTICLE IX shall have been satisfied, or some other time, the Closing shall be deemed effective as of the close of business of the Companies on the date and place as of the Parties may agreeClosing. At the Closing: (aA) Purchaser shall deliver the Purchaser agrees Cash at Closing to purchase the Equity Interest from the SellersSellers by wire transfer or certified funds, and allocated among the Sellers jointly and severally agree toin accordance with Schedule 1.2(C). (B) Purchaser shall deliver to the Sellers the Notes. (C) Sellers shall deliver to Purchaser: (i) sellAssignments and Bills of Sale substantially in the form of Exhibit 1.4(C) hereto, transfer, convey, assign selling and deliver assigning all of the Equity Interest to Shares and the PurchaserMembership Interests; (ii) all of the Shares with stock powers executed in blank; and (iiiii) give the undertakings and make the covenants set forth any certificates representing Membership Interests, in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Sellereach case, free and clear of any all liens, mortgages, security interests and all Liens;encumbrances. (bD) Purchaser shall deliver in cash (by wire transfer or bank cashier’s check) to Sellers in the aggregate amount of One Hundred Thousand and No/100 Dollars ($100,000.00) in full payment of the non-compete fee provided in this Section 1.4(D), payable to Sellers in proportion to their shares of the Initial Purchase Price. (E) Sellers shall deliver to Purchaser an opinion of counsel to Sellers in the form of Exhibit 1.4(E) hereto. (F) Purchaser share transfers and certificate(sshall deliver to Sellers an opinion of counsel to Purchaser in the form of Exhibit 1.4(F) hereto. (G) Sellers shall deliver to Purchaser a certificate in a registrable the form evidencing the Equity Interest duly endorsed of Exhibit 1.4(G) hereto representing that each of Sellers’ representations in blank or with stock powers duly executed together with Article II hereof was accurate in all duly executed documents and forms required for the stamping respects as of the transfers date of this Agreement and is accurate in respect all respects as of the conveyance Closing. (H) Purchaser shall deliver to Sellers a certificate in the form of Exhibit 1.4(H) hereto representing that each of Purchaser’s representations in Article III hereof was accurate in all respects as of the Equity Interest to date of this Agreement and is accurate in all respects as of the Purchaser in accordance with the Company’s Constitution;Closing. (cI) Sellers shall deliver to Purchaser an updated list of names and annual compensation of each employee, broken out among the Companies, as of the payroll date immediately preceding the Closing Date, in form similar to Schedule 8.2(F) hereto. (J) Sellers shall deliver to Purchaser evidence of the authorization of this Agreement and the Assignments and Bills of Sale by ▇▇▇▇▇▇ as trustee of the Trust and the ▇▇▇▇▇▇ Management Trust, and by the ▇▇▇▇▇▇ Management Trust as General Partner of Family Partnership. (K) The presidents and all other officers of MWS and Well Service, and the managers and other officers of each other Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment signed resignations. (L) Purchaser shall discharge outstanding debt of the Tranche 1 Consideration Companies reflected on the Balance Sheets or shall be obtain the last action performed at Closing and shall be made promptly after receipt by the Purchaser release of the Equity Interest. The payment all personal guaranties of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7such debt.

Closing. The closing for (the "Closing") of the purchase and sale of ------- ------- the Equity Interest (the “Closing”) Purchased Assets shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, ▇▇▇LLP in Boston, or (if not such date) Massachusetts as soon as possible thereafterpossible, but in no event later than ten (10) Business Days 2 business days after satisfaction of the conditions set forth in Section 7 and 8Article IX, or some at such other time, date and time or place as the Parties Buyer and Seller may agree. At the Closing:, (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: Buyer shall either (i) sell, transfer, convey, assign and deliver the Equity Interest to Seller certified or official bank checks payable to the Purchaser; and order of Seller in such amounts as are requested by Seller, or (ii) give at Seller's option make a wire transfer to an account or accounts designated by Seller, in either case, in the undertakings aggregate amount of $800,000 and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title pursuant to instructions received by Buyer from Seller at least two business days prior to the Equity Interest held by such Seller, free and clear of any and all Liens;Closing Date. (b) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the Sellers form attached hereto as Exhibit A, and Seller --------- shall deliver to Buyer such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the Purchaser share transfers "Conveyance Documents") as the parties and certificate(s) their respective -------------------- counsel shall deem reasonably necessary or appropriate to vest in a registrable form evidencing Buyer all right, title and interest in, to and under the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution;Purchased Assets. (c) the Sellers Seller and the Company Buyer shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of enter into the other Transaction Documents; and Ancillary Agreements. (d) each Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for the consummation at the Closing of the other conditions precedent set out in transactions contemplated by this Section 2 Agreement. (e) Seller shall deliver to Buyer all copies of the K-9 Software and Section 7any and all source code for such software.

Closing. a. The closing for of the purchase and sale of the Equity Interest (the “Closing”) Property shall be October conducted at Chicago Title Insurance Company, 2006 (the “Closing Date”) at the offices of the Purchaser at ▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ (the “Title Company”) or at such other place as the parties may agree upon in writing (the “Closing”). b. The Closing shall take place no later than thirty (30) days after Purchaser has notified Seller of its intention to purchase the Property. c. At Closing, the Purchaser shall pay to the Seller the Purchase Price and contemporaneously the Seller shall deliver to Purchaser: (i) the Deed (as defined in Paragraph 4); (ii) an affidavit for the benefit of Purchaser and the Title Company, satisfactory to both (the “Affidavit”), stating, inter alia that: (A) no right to a mechanic’s or materialmen’s lien has accrued with respect to the Property as a result of any act or omission by the Seller and (B) there are no outstanding leases or agreements with regard to, or other parties in or entitled to possession of, the Property; (iii) a Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code of 1986 and any other certificates required by any governmental authority or agency; (iv) evidence of registration with the State of Ohio Department of Taxation or such other evidence of registration and good standing as may be acceptable to the Title Company; (v) Assignment and Assumption of Contracts; (vi) Assignment of Tenant Leases and Deposits; (vii) ▇▇▇, or ▇ of Sale; and (if not such dateviii) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction possession of the conditions set forth in Section 7 and 8, or some other time, date and place as Property. d. Seller shall pay the Parties may agree. At costs of preparing the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, Deed and the Sellers jointly Transfer Tax thereon. Purchaser shall pay all costs and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth expenses incurred in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery connection with its examination of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free Property and clear of any the Survey and all Liens;premiums charged by the Title Company for the Title Policy (including endorsements and extended coverage). (b) e. Real estate taxes and utilities, including “rollback” taxes, if any, shall be prorated between the Sellers shall deliver Seller and the Purchaser as of Closing, according to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping number of days of the transfers year which the Property is owned or to be owned by each party. f. Each party shall pay its own legal, accounting and other expenses incurred in respect of the conveyance of the Equity Interest to the Purchaser in accordance connection with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated hereinthis Agreement or Closing hereunder. The payment of the Tranche 1 Consideration Other closing costs shall be split 50-50% between the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7parties.

Closing. The (a) At the closing for on (i) the date of the closing of the purchase and sale by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Equity Interest Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ClosingROFO Closing Date”), or (ii) shall be October the Buy/Sell Closing Date in accordance with Section 12.1 above, 2006 (as the case may be, the “Closing Date”) at the offices Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇Seller’s Interest (or with respect to the ROFO Closing Date, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or such portion of such Seller’s Interest which is subject to the assignment) (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction which assignment shall warrant Seller’s ownership of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing: (a) the Purchaser agrees Interest being sold to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, be free and clear of any all liens and other encumbrances) and such other instruments as the Purchaser may reasonably require, to give it good and lien free title to all Liens;of the Seller’s right, title and interest in the Company, subject to the terms of this Agreement. If the Purchaser has elected to have the Seller convey the Seller’s Interest to a designee or nominee of the Purchaser, the Company shall thereafter continue. In such event, the Purchaser and the Company shall indemnify the Seller against claims and liabilities of the Company arising after the date of such conveyance. (b) On the Sellers shall deliver to Closing Date, if the Purchaser share transfers and certificate(sis the remaining Member, then the Purchaser shall, at its option, either (i) in obtain a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping full release of the transfers Seller (or a partial release in respect the event the Seller continues to be a Member after the Closing Date in connection with the sale of the conveyance of the Equity a partial Interest to the Purchaser Third Party Purchaser) from all liability, direct or contingent, by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in accordance with full on the Company’s Constitution;Closing Date. (c) In the Sellers and event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Company Seller shall also deliver be entitled to receive distributions of available cash for the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment period ending at 11:59 p.m. of the Tranche 1 Consideration day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall be remain in effect through the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Date.

Closing. The closing for On or about five (5) business days from the purchase and sale of the Equity Interest Effective Date (the “Closing”) the Parties shall be October perform,: a) At Closing, 2006 (the “Closing Date”Company shall execute a resolution approving the terms of this Agreement, attached hereto as Exhibit 3; b) at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than Within ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At business days from the Closing: (a) , the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers Company shall deliver to Seller and Buyer, a resolution of the Purchaser share transfers board of directors of the Company and Irrevocable Transfer Agent Instructions signed by an authorized officer of the Company to effectuate performance of Sections 1(b) and 3(c) of this Agreement (attached hereto as Exhibit 1 and 2) (the “Board Resolution”); c) Seller shall deliver to Buyer, to the extent reasonably available to Seller, and after the full performance of Section 3(a), true and correct copies of the Company’s business, financial and corporate records including but not limited to: correspondence files, bank statements, checkbooks, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts; d) At Closing, Seller shall deliver a fully executed copy of this Agreement to Buyer; e) At Closing, Company shall deliver a fully executed copy of this Agreement to Buyer and Seller; f) At Closing, Buyer shall deliver to Seller a copy of this Agreement executed by Buyer; g) At Closing, the board of directors of the Company shall execute a resolution appointing Buyer, or Buyer’s designee, a director and officer of the Company (the “Appointment”) attached hereto as Exhibit 4. The officer appointment shall be immediate and the director appointment shall be effective on the tenth day following the mailing by the Company of an information statement that complies with the requirements of Section 14f-1 of the Exchange Act; h) At Closing, Seller shall deliver to Buyer the Appointment and letters of resignation from the current directors and officers of the Company; i) The Purchase Price (defined in Section 3(a) herein) shall be released to Seller; j) Seller shall deliver to Buyer, as soon as practicable after the full performance of Buyer’s obligations in Sections 2(a) through 2(i) herein, the stock certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or Stock together with valid signed stock powers duly executed power, gold medallion guaranteed together with all duly executed documents and forms required for necessary to effectuate the stamping transfer of the transfers shares, including by not limited to a board resolution demonstrating signature authority if shares are in respect the name of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7a legal entity.

Closing. (i) The closing for the purchase and sale of the Equity Interest exercise of the Purchaser Call Option (the “Closing”) shall be October take place at 10:00 a.m., 2006 Boston time, at the offices of the Company on the thirtieth day (the “Closing Date”) at the offices of after the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agreeExercise Notice is given. At the Closing: (a) , the Purchaser agrees will purchase and pay for the Stock and each of the Stockholders shall sell, assign, transfer and deliver to purchase the Equity Interest from Purchaser all of the SellersStock being sold by such Stockholder. The amount payable to each Stockholder upon the Closing of the Purchaser Call Option will be the Applicable Purchase Price multiplied by the number of shares of Stock owned by the Stockholder, less the aggregate amount of any consideration which such Stockholder would have paid as provided in the last sentence of Section 4(c). Such purchases and the Sellers jointly and severally agree to: payments shall, in each case, (i) sell, transfer, convey, assign and deliver the Equity Interest be subject to the Purchaser; terms and conditions hereof, and shall be made in reliance on the representations and warranties contained in Section 5 of this Agreement and (ii) give not be subject to any other condition, representation, warranty, covenant or other restriction. At the undertakings and make the covenants set forth in this Agreement. Such issuanceClosing, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall each Stockholder will deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing certificate or certificates or other instrument representing the Equity Interest duly Stock to be sold, each endorsed in blank or with stock accompanied by appropriate transfer powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinionsexecuted, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt against delivery by the Purchaser of the Equity Interest. The purchase price of such Stock paid by (i) a check in the name of such Stockholder, (ii) a certificate representing shares of common stock of the Purchaser (“SeaChange Common Stock”), having a value determined as the average closing price of the Common Stock on the NASDAQ National Market (or other exchange or quotation system on which the SeaChange Common Stock is then traded) for the five business days immediately preceding the business day preceding the Closing, in the name of such Stockholder, or (iii) a combination of (i) and (ii); provided, that (A) all SeaChange Common Stock issued by the Purchaser hereunder shall be registered under the Securities Act at the time of issuance pursuant to a registration statement on Form S-4 (or other applicable form), or (B) within three business days of the Closing, the Purchaser shall file a registration statement on Form S-3 (or other applicable form) for the resale of all shares of SeaChange Common Stock issued by the Purchaser hereunder. (ii) Notwithstanding anything herein to the contrary if and to the extent any Stock subject to this Agreement is not vested at the Closing (including vesting as a result of any accelerated vesting provisions triggered by the Closing), (A) each share of Stock which represents a share of Common Stock shall automatically be converted into the right to receive from the Purchaser the Applicable Purchase Price, payable as provided in Section 4(e)(i) (provided, however, that the Purchaser may elect to pay the purchase price in cash rather than shares of SeaChange Common Stock), upon the vesting of such Stock, and (B) each share of Stock represented by an option to acquire a share of Common Stock will automatically be converted into the right, upon the vesting of such option, to exercise such option, including the payment of any applicable exercise price, to receive from the Purchaser the Applicable Purchase Price, payable as provided in Section 4(e)(i) (provided, however, that the Purchaser may elect to pay the purchase price in cash rather than shares of SeaChange Common Stock), payable, in each case, within 30 days after vesting or exercise, as applicable, and, in each case, if the Total Consideration Stock does not vest in accordance with its terms and ceases to be held by the Stockholder (hereinafter referred to as “forfeited”), the aggregate purchase price (less any applicable exercise price) shall be paid by the Purchaser shall be unequivocally conditioned upon: (a) each within 30 days of the Sellers’ due performance end of the covenants herein; and (b) calendar year in which the execution stock was forfeited to the other Stockholders pro rata based on the number of shares of Stock held by each Stockholder as of the Closing (other Transaction Documents; than Stock which was not then vested and (d) each has been forfeited prior to the last day of the other conditions precedent set out in this Section 2 and Section 7such calendar year).

Closing. (a) The closing for the purchase and sale of the Equity Interest Share Exchange (the “Closing”) shall be October , 2006 (and the date on which the Closing occurs, the “Closing Date”) at shall take place via the offices remote exchange of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) documents and signatures on a date as soon as possible thereafter, but in any event no event later than ten the fifth (105th) Business Days Day after the satisfaction or valid waiver by the relevant Party of each of the conditions set forth in Section 7 5.1, Section 5.2 and 8Section 5.3 (except for the conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), or some at such other time, date time and place as collectively agreed by the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, Buyer and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens;. (b) Notwithstanding the Sellers shall deliver to foregoing, the Purchaser share transfers Closing of the Share Exchange and certificate(s) the closing of the Share Transfer (as defined in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution;Transfer Agreement as “交割”) shall occur concurrently. (c) At the Sellers Closing, the Buyer shall deliver or cause to be delivered to the Seller: (i) all of the Consideration Shares and the Company scanned copy of share certificate(s) representing the Consideration Shares, duly executed on behalf of the Buyer and registered in the name of the Seller, the original copy of which shall also deliver be delivered to the Purchaser Seller within five (5) Business Days following the opinions, certificates and further assurances as contemplated herein. The payment Closing Date; (ii) a certified true copy of an excerpt of the Tranche 1 register of members of the Buyer, reflecting the Seller’s ownership of the Consideration shall be Shares; (iii) a scanned copy of the last action performed at Closing board of directors’ resolutions of the Buyer, approving and shall be made promptly after consenting to, among other things, the execution, delivery and performance of this Agreement and any other Transaction Document to which the Buyer is a party, and the transactions contemplated hereby and thereby; (iv) a receipt issued by the Purchaser CSRC or other proof reasonably satisfactory to the Seller, which shall evidence that, the CSRC Filling have been duly submitted by the Buyer and accepted by the CSRC on the Closing Date; and (v) a certificate executed by a duly authorized officer of the Equity Interest. The payment of any Buyer, certifying to the fulfillment of the Total Consideration by conditions specified in Section 5.1 and Section 5.2; (vi) to the Purchaser shall extent not previously delivered, such documents, instruments and items required to be unequivocally conditioned upon: (a) each delivered in connection with the fulfillment of the Sellers’ due performance of the covenants herein; conditions specified in Section 5.1 and (b) the execution of the other Transaction Documents; and Section 5.2. (d) each At the Closing, the Seller shall deliver or cause to be delivered to the Buyer: (i) all of the Sale Shares, and the scanned copy of share certificate(s) representing the Sale Shares, duly executed on behalf of Target Co. and registered in the name of the Buyer, the original copy of which shall be delivered to the Buyer within five (5) Business Days following the Closing Date; (ii) a certified true copy of the register of members of Target Co., reflecting the Buyer’s ownership of the Sale Shares; (iii) a scanned copy of the resignation letters duly executed by such director(s) of Target Co. nominated by the Seller, the original copy of which shall be delivered to Target Co.’s registered agent within five (5) Business Days following the Closing Date; (iv) a scanned copy of the instrument of transfer evidencing the transfer of the Sale Shares to the Buyer, substantially in the form of Exhibit A, duly executed by the Seller, the original copy of which shall be delivered to Target Co.’s registered agent within five (5) Business Days following the Closing Date; (v) a scanned copy of the directors’ resolutions of the Seller, approving and consenting to, among other things, the execution, delivery and performance of this Agreement and any other Transaction Document to which the Seller is a party, and the transactions contemplated hereby and thereby; (vi) a certificate executed by a duly authorized officer of the Seller, certifying to the fulfillment of the conditions precedent set out specified in this Section 2 5.1 and Section 75.3; and (vii) to the extent not previously delivered, such documents, instruments and items required to be delivered in connection with the fulfillment of the conditions specified in Section 5.1 and Section 5.3. (e) At the Closing, the Seller shall, and shall cause the relevant Target Co. Group Companies to, deliver (or cause to be delivered) to the Buyer (i) all chops and seals of the Target Co. Group Companies, including all company chops, financial chops, contract chops and other chops and seals (if any), (ii) all books, accounts records, tax files, tax reports and any other similar documents of the Target Co. Group Companies, (iii) all documents necessary to change the bank mandates of the Target Co. Group Companies in such manner as the Buyer requires and all online banking u-keys of the Target Co. Group Companies, and (iv) all licenses, Permits, physical assets and contracts of the Target Co. Group Companies.

Closing. The closing for the purchase and sale of the Equity Interest (the “"Closing”") of this transaction shall be October , 2006 (the “Closing Date”) held at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇FORLINK, or (if not such dateother place as shall be mutually agreed upon, on the date that is no earlier than 20 days after the completion of a mailing of a Definitive Information Statement to the shareholders of FORLINK, as required by Section 14(C ) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8Securities Exchange Act of 1934, or some other time, date and place as amended (the Parties may agree"Closing Date"). At the Closing, the following shall occur: (a) FORLINK shall deliver 59,430,000 shares of its $.001 par value common stock issued pursuant to this Agreement in a certificate or certificates representing such shares to each of the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest SHAREHOLDERS in proportion to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery shares of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens;SLAIT being exchanged. (b) the Sellers SHAREHOLDERS shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping certificates representing 100% of the transfers in respect shares of SLAIT common stock (the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution"SLAIT shares"); (c) FORLINK shall deliver a signed consent or minutes of its Board of Directors. and a Majority Consent of its shareholders, approving this Agreement and authorizing the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated matters set forth herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and ; (d) each SLAIT shall deliver a signed consent or minutes of its Board of Directors approving this Agreement and authorizing the matters set forth herein; and (e) FORLINK's existing Board of Directors will (i) elect two individuals, as named by SHAREHOLDERS, to act as officers and directors of FORLINK in the capacities set forth in Exhibit 5.01(e) and (ii) six of the other conditions precedent set out in seven current directors will resign their positions with FORLINK effective the Closing Date. (f) FORLINK shall transfer 1,085,000 RMB(approximately US$140,000) to SLAIT, this Section 2 and Section 7amount would be disbursed, pro-rata, to the selling SHAREHOLDERS.

Closing. The (a) On the terms and subject to the conditions set forth in this Agreement, the closing for the purchase and sale of the Equity Interest sale and purchase of the Purchased Securities (the “Closing”) shall be October , 2006 (the “Closing Date”) will take place at the offices of the Purchaser Weil, Gotshal & ▇▇▇▇▇▇ LLP located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇, ▇ ▇▇▇▇▇ (or at such other place as the parties may designate in writing) at 10:00 am, New York City time, on the fifth business day following the first day that all of the conditions to Closing as set forth in Sections 1.2(c) through (e) below are satisfied (other than those that by their nature are satisfied at the Closing but subject to the satisfaction or waiver of such conditions at the Closing), or at such other place, time and date as shall be agreed by Seller and Buyer. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the satisfaction or waiver of the conditions to the Closing as set forth in Sections 1.2(c) through (e) below, at the Closing, (i) Seller will deliver the Purchased Securities, as evidenced by one or more certificates dated as of the Closing Date and bearing appropriate legends as hereinafter provided for and (ii) Buyer shall discharge a portion of the outstanding indebtedness owed by Seller to Buyer under the Credit Agreement in the amount of $9 billion. (c) The respective obligations of each of Buyer and Seller to consummate the Closing are subject to the satisfaction (or waiver by Buyer and Seller, as applicable) prior to the Closing of each of the following conditions: (i) all certificates, permits, licenses, franchises, concessions, grants, consents, approvals, orders, registrations, authorizations, waivers, variances or clearances from, or declarations, filings or registrations with, or notices to, or disclosure to or mandated by (collectively, the “Approvals”), any national, regional, local or foreign governmental, legislative, judicial, administrative or regulatory authority, agency, commission, body, court or entity (“Governmental Entity”), and the expiration of any and all waiting periods imposed by applicable Law (and, for the avoidance of doubt, where an approval, consent or other clearance arises through the expiration of a prescribed period where there has not been any objection from an applicable Governmental Entity, such approval, consent or other clearance shall, if not expressly given by such time, be deemed given on expiry of such prescribed period where there has not been any objection made by the applicable Governmental Entity) in each case as set forth on Section 1.2(c)(i) of the Disclosure Letter (collectively, the “Required Regulatory Approvals”), in each case shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect; provided, that if any Approval(s) is not set forth on Section 1.2(c)(i) of the Disclosure Letter (as may be supplemented or amended pursuant to Section 6.13), but is nevertheless reasonably determined by any of the parties hereto to be so required to be made or obtained, then any party hereto may require that such Approval(s) be obtained before consummation of the Closing; (ii) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents; (iii) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity (“Order”) of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; (iv) the respective conditions of each of Buyer and Seller pursuant to that certain Purchase Agreement dated as of the date hereof among Buyer, Seller and American International Reinsurance Company, Limited (the “AIA Purchase Agreement”) to consummate the closing of the sale and purchase of all of the preferred membership units of the Company (as defined in the AIA Purchase Agreement) shall have been satisfied (or waived by Buyer and/or Seller, as applicable); (v) Seller shall have received a ruling from the Internal Revenue Service that the transfer by Seller of all the equity of ALICO to the Company (in accordance with the Restructuring steps set forth in Annex A) is eligible for an election under Section 338(h)(10) of the Code; and (vi) the steps of the Restructuring described in paragraphs 1 through 3 of Annex A shall have been effected (or caused to be effected) by Seller, in each case, on terms and conditions acceptable to Buyer in all respects. (d) The obligation of Buyer to consummate the Closing is also subject to the satisfaction (or waiver by Buyer) at or prior to the Closing of each of the following conditions: (i) each of the representations and warranties of Seller set forth in (x) Sections 2.2(a) through 2.2(e) shall be true and correct as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct as of such other date) and (y) Sections 2.2(f) through 2.2(z) (which shall each be read, for purposes of this Section 1.2(d)(i)(y), without any qualifications or limitations whatsoever that may be set forth in any such representations and warranties as soon to “materiality”, “Material Adverse Effect” (as possible thereafterhereinafter defined) and words of similar import) shall be true and correct as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, but which representations and warranties shall be true and correct as of such other date), except to the extent that the failure of such representations and warranties referred to in no event later than ten this Section 1.2(d)(i)(y) to be so true and correct, individually or in the aggregate, does not have and would not reasonably be expected to have a Material Adverse Effect; (10ii) Business Days after satisfaction Seller shall have performed in all material respects all obligations and covenants required to be performed by Seller under this Agreement at or prior to the Closing; (iii) there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (iv) Buyer shall have received a certificate signed on behalf of Seller by a senior executive officer certifying to the effect that the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing: Sections 1.2(d)(i) through (aiii) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Lienshave been satisfied; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (av) each of the Sellers’ due performance Transaction Documents shall have been duly executed and delivered by each of the covenants herein; parties thereto (other than Buyer) and shall be in full force and effect; (vi) the Quarter-End Stockholders’ Equity as set forth on the Quarter-End Certificate shall be at least an amount equal to 90% of the stockholders’ equity (including non-controlling equity interests) as set forth in the ALICO 2009 Accounts or, in the event the Quarter-End Stockholders’ Equity is less than such amount, Seller shall have contributed to the Company an amount in cash equal to such shortfall; (vii) Buyer shall have received (A) the Separation Plan and (bB) the execution evidence reasonably satisfactory to it that all of the Contributed IP shall have been contributed to one or more of the ALICO Entities in accordance with Section 4.5; and (viii) Seller shall have taken, or caused to be taken, all such actions, and executed and delivered or caused to be executed and/or delivered all such agreements, documents and instruments with respect to any Common Units held by Seller or any of its Affiliates that are Guarantors and Pledgors pursuant to the Guarantee and Pledge Agreement (including certificates therefor) accompanied by undated stock powers executed in blank, and made or caused to be made all such filings and recordings (other Transaction Documents; than filings or recordings to be made by Buyer) that may be necessary or, in the reasonable opinion of Buyer, desirable in order to create in favor of Buyer, valid and (dupon such filing and recording) perfected first priority security interests in such Common Units pursuant to the Guarantee and Pledge Agreement Amendment. (e) The obligation of Seller to consummate the Closing is also subject to the satisfaction (or waiver by Seller) at or prior to the Closing of each of the following conditions: (i) Seller shall have received from Buyer a payoff letter with respect to the discharge of the Consideration, effective as of the Closing; and (ii) each of the Transaction Documents shall have been duly executed and delivered by each of the parties thereto other conditions precedent set out than Seller and its subsidiaries (including the Company) and shall be in this Section 2 full force and Section 7effect.

Closing. The closing for (the "Closing") of the purchase and sale of the Equity Interest (Acquired Assets and the “Closing”) assumption of the Assumed Liabilities hereunder shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser at Arent Fox Kint▇▇▇ ▇▇▇t▇▇▇ & ▇ahn, ▇▇50 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇.▇▇▇▇▇▇ ▇▇▇▇▇., ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other t 10:30 a.m. local time, date simultaneously with the execution and place as delivery of this Agreement; provided, however, that the Parties may agreeparties intend that such Closing shall be deemed to be effective, and the Transactions shall be deemed to occur simultaneously at 5:00 p.m. on the Closing Date. At the Closing: (a) Buyer shall (1) pay by wire transfer to BTG the Purchaser agrees Cash Consideration less the Cash Escrow Amount and deliver by wire transfer to purchase the Equity Interest from Escrow Agent the Cash Escrow Amount, and (2) deliver to BTG a certificate evidencing the Initial Shares, registered in BTG's name and deliver to the Escrow Agent a certificate evidencing the Escrow Shares, registered in BTG's name, along with five undated stock powers executed by BTG with respect to the Escrow Shares. (b) Sellers shall assign and transfer to Buyer the Acquired Assets by delivery of (1) a general assignment and bill ▇▇ sale in form and substance reasonably satisfactory to Buyer and Sellers (the "General Assignment"), duly executed by Sellers, and (2) an assignment of the Sellers jointly and severally agree to: Intellectual Property, (i3) sellthe Ancillary Agreements, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii4) give the undertakings all such other good and make the covenants set forth in this Agreement. Such issuance, sale, transfer, sufficient instruments of conveyance, assignment and delivery of transfer, and such affidavits and other instruments in form and substance reasonably acceptable to Buyer's counsel, as shall be effective to transfer to Buyer the Equity Interest Acquired Assets. Sellers shall convey good and marketable title also deliver to the Equity Interest held by such Seller, free and clear of any and all Liens; Buyer (b1) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with executed stock powers duly executed together with described in clause (a) above, (2) copies of all duly executed documents and forms consents required for to consummate this Agreement, (3) the stamping opinion of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution;its (c) Buyer shall assume from Sellers the due payment, performance and discharge of the Assumed Liabilities by delivery of (1) an Assumption Agreement in form and substance reasonably satisfactory to Buyer and Sellers (the "Assumption Agreement"), duly executed by Buyer, and (2) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Sellers' counsel, as shall be effective to cause Buyer to assume Assumed Liabilities as and to the Company extent provided in Section 2.03. Buyer shall also deliver to Sellers (1) the Purchaser Ancillary Agreements duly executed by Buyer, (2) an employment agreement between Buyer and M. D▇▇▇▇ ▇▇▇n▇, (▇) the opinionsopinion of its counsel, certificates Arent Fox Kint▇▇▇ ▇▇▇t▇▇▇ & ▇ahn, ▇▇LC, in form and further assurances as contemplated herein. The payment substance substantially in the form of Exhibit 16, (4) the Tranche 1 Consideration Series C Certificate of Designation, which shall be have been filed with the last action performed at Closing Secretary of State of Delaware and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; have become effective and (b5) such other customary closing documents Sellers may reasonably request relating to the execution existence of Buyer and the other Transaction Documents; authority of Buyer for this Agreement and (d) each of the other conditions precedent set out Transactions, all in this Section 2 form and Section 7substance reasonably satisfactory to Sellers.

Closing. The closing for (a) Subject to any prior termination of this Agreement pursuant to Section 11.1, the consummation of the sale and purchase and sale of the Equity Interest Interests (the “Closing”) ), shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇One CityCenter, ▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at 10:00 a.m. Washington, D.C. time on a date mutually agreed upon by Sellers and Buyer, which shall be no less than five (5) Business Days following the later of (i) the date upon which the FCC Consent shall have been granted and (ii) the date upon which the HSR Clearance occurs, in each case subject to the satisfaction or waiver of all of the other conditions to Closing set forth herein. The date on which the Closing occurs is referred to herein as the “Closing Date.” (b) At the Closing: (i) Buyer shall pay, or cause to be paid, (if not such datei) to the Stockholder Representative, for distribution to Sellers, an amount equal to the Estimated Purchase Price as soon as possible thereafterdetermined pursuant to Section 1.4(a) (minus the Escrow Amount and the Stockholder Expense Amount), but in no event later than (ii) to the Company, for payment to the Option Holders, the Aggregate Option Payment, less applicable withholdings (which shall be remitted by the Company to the applicable Tax authorities within ten (10) Business Days after satisfaction of the conditions set forth Closing Date), (iii) to the holders of Indebtedness (if any), an amount equal to the Indebtedness Payoff Amount, (iv) to the persons and in Section 7 the amounts identified by the Company prior to the Closing Date, the Company Transaction Expenses, (v) to the Stockholder Representative, the Stockholder Expense Amount, (vi) to the Escrow Agent, the Escrow Amount to be held in escrow in accordance with the terms and 8, or some other time, date and place as provisions of the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the SellersEscrow Agreement, and (vii) to The Dispatch Printing Company, an amount equal to one-half of the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest premium paid or payable by The Dispatch Printing Company to the PurchaserTax Insurer under the Tax Insurance Policy, in each case by wire transfer of immediately available funds pursuant to the wire transfer instructions provided by each such Party to Buyer in writing at least two (2) Business Days prior to the Closing Date; and and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to Buyer the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinionsinstruments, certificates and further assurances as contemplated herein. The payment of other documents required to be provided by it in Section 9.1, and Buyer shall deliver to Sellers the Tranche 1 Consideration shall instruments, certificates and other documents required to be the last action performed at Closing and shall be made promptly after receipt provided by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out it in this Section 2 and Section 79.2.

Closing. The (a) Unless this Agreement is earlier terminated pursuant to Section 10.1 hereof, the closing for the purchase and sale of the Equity Interest Acquisition (the “Closing”) shall be October will take place on a Business Day as promptly as practicable after the execution and delivery hereof by the parties hereto, 2006 and following satisfaction or waiver of the conditions set forth in Article VII hereof (other than those conditions that by their nature are satisfied at the “Closing Date”) Closing, but subject to the fulfillment or waiver of those conditions), at the offices of the Purchaser at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., located at ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇, or unless another time and/or place is mutually agreed upon in writing by Parent and the Company. The date upon which the Closing actually occurs shall be referred to herein as the “Closing Date.” (if not such dateb) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of Subject to the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. this Agreement: (i) At the Closing:, each Company Stockholder shall deliver to Buyer a completed and duly executed share transfer form in the form attached hereto as Exhibit C for the number of Company Shares to be sold by such Company Stockholder to Buyer as set forth on Schedule 1.1(a) together with any share certificate for such Company Shares. (aii) At the Purchaser agrees Closing, the Company shall take all steps necessary to purchase ensure that the Equity Interest from accounts and records of the SellersCompany, including the statutory records maintained in accordance with the Companies ▇▇▇ ▇▇▇▇ (New Zealand), are available at the main premises of the Company. (iii) At the Closing, pursuant to Section 8.5(a) hereof, Buyer shall deposit with the Escrow Agent an amount equal to the Escrow Cash. The Escrow Cash shall be held in trust by the Escrow Agent pursuant to the terms of an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), and shall be released in accordance with the Sellers jointly and severally agree to: terms hereof. (iv) Simultaneously with the delivery of the documents specified in Section 1.3(b)(i) above, (i) sellBuyer or its agent shall pay each Company Stockholder the portion of the Cash Consideration to which such Company Stockholder is entitled pursuant to Section 1.1(b), transferby wire transfer of immediately available funds, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give Parent, on Buyer’s behalf, shall cause the undertakings and make Transfer Agent to issue stock certificates representing the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery Founder Trusts’ ownership of the Equity Interest shall convey good Parent Closing Shares and marketable title to the Equity Interest held by such SellerEscrow Shares, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser respectively, in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7Restricted Stock Purchase Agreement.

Closing. 2.1 The closing for the purchase and sale of the Equity Interest transactions contemplated by this Agreement (the “Closing”) shall be October take place on a date determined by Purchaser upon at least one (1) business days’ notice, 2006 but such Closing shall take place no later than thirty (30) days following the date of this Agreement (the “Outside Closing Date”) at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. ). 2.2 At the Closing, Seller shall deliver to Purchaser the following, unless waived by Purchaser in writing: (ai) stock certificates representing the MOBQ Shares that are Certificated Shares together with a stock power duly endorsed in blank, conveying such MOBQ Shares to Purchaser; (ii) an “agent’s message” or functional equivalent relating to the MOBQ Shares that are Book-Entry Shares, conveying such MOBQ Shares to Purchaser; and (iii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the Purchaser agrees to purchase resolutions of the Equity Interest from board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the Sellersexecution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the Sellers jointly names and severally agree to: signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller the following, unless waived by Seller in writing: (i) sellstock certificates representing the GTCH Shares that are Certificated Shares together with a stock power duly endorsed in blank, transfer, convey, assign and deliver conveying the Equity Interest GTCH Shares to the Purchaser; and ; (ii) give an “agent’s message” or functional equivalent relating to the undertakings and make the covenants set forth in this Agreement. Such issuanceGTCH Shares that are Book-Entry Shares, sale, transfer, conveyance, assignment and delivery conveying such GTCH Shares to Purchaser; and (iii) A certificate of the Equity Interest shall convey good and marketable title Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to the Equity Interest held by such Seller, free and clear of any and all Liens; (bA) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping resolutions of the transfers board of directors (or equivalent managing body) of Purchaser, duly adopted and in respect effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the conveyance officers of the Equity Interest Purchaser authorized to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers sign this Agreement and the Company shall also deliver documents to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7delivered hereunder.

Closing. The (a) Subject to the terms and conditions of this Agreement, the closing for the purchase and sale of the Equity Interest transactions contemplated by this Agreement (the “Closing”) shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, One Metropolitan Square, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 9:00 A.M. U.S. Central time on the date that is three (3) Business Days after the day on which the last of the conditions to the obligations of the Parties set forth in ARTICLE VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) shall have been satisfied or waived in accordance with this Agreement, or at such other date and place as the Parties shall otherwise mutually agree. The Parties intend that the pre-Closing and Closing shall be effected, to the extent practicable, by conference call, the electronic delivery of documents and the prior physical exchange of certificates and certain other documents and instruments to be held in escrow by outside counsel to the recipient party pending authorization by the delivering party (or their outside counsel) of their release at Closing. (b) At the Closing, the Sellers shall deliver or cause to be delivered to Buyer: (i) an assignment of the Thermoform LLC Interests, free and clear of all Liens (other than Liens pursuant to applicable securities Laws), duly executed by ETH, in form and substance reasonably satisfactory to Buyer; (ii) in relation to the Plastique Shares, (A) share certificates in the name of the registered holder or an indemnity in a form satisfactory to Buyer for any lost certificates; (B) a duly executed and completed stock transfer form in favor of UK Buyer (including, if applicable, recordation or notarization with Governmental Authorities) as is customary under the Laws governing the corporate aspects of Plastique to vest in UK Buyer good title to the Plastique Shares, free and clear of all Liens (other than Liens pursuant to applicable securities Laws); and (C) resolutions of the directors of Plastique approving such transfer; (iii) customary payoff letters from all holders of Indebtedness which Indebtedness is to be paid off at Closing (the “Debt Payoff Letters”); (iv) UCC-3 termination statements (or any other applicable termination statements) executed by each Person holding a security interest in any assets of the Companies as of the Closing Date terminating all such security interests, except those listed in Section 2.3(b)(iv) of the Company Disclosure Schedule, prior to, or simultaneously with, the Closing; (v) a properly completed and executed IRS Form W-9 or IRS Form W-8 (as applicable), from each Seller; (vi) certified copies of the resolutions of each Seller’s and each Company’s board of managers or directors (or other governing body) authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the Contemplated Transactions; (vii) a good standing certificate (or its equivalent, if any is generally available in such jurisdiction; however, in Poland no such certificate is available and therefor none shall be delivered) for each Company and each Company Subsidiary from its jurisdiction of organization and from each jurisdiction in which it is qualified to do business as a foreign entity, in each case dated as of within ten (10) days prior to the Closing Date; (viii) resignations from each of the directors, managers and officers of the Companies and Company Subsidiaries, in form and substance reasonably satisfactory to Buyer, duly executed by each such director and officer; and (ix) the certificate required to be delivered by Section 7.3(c). (c) At the Closing, Buyer shall deliver or cause to be delivered: (i) to each of the Sellers, by wire transfer of immediately available funds in accordance with the wire instructions and other directions set forth on Section 2.3(c) of the Company Disclosure Schedule, an amount equal to such Seller’s Purchase Price Interest of the Closing Payment; (ii) to each payee of Transaction Expenses identified on the Closing Date Statement, by wire transfer of immediately available funds in accordance with the wire instructions and other directions set forth on the Closing Date Statement, the amount of Estimated Transaction Expenses designated as due and payable to such payee; (iii) to each lender identified on a Debt Payoff Letter, the amount of Estimated Closing Funded Indebtedness that is reflected in such Debt Payoff Letter; (iv) to the Sellers, evidence satisfactory to the Sellers that an instruction to bind coverage under the Representation and Warranty Insurance Policy has been provided to Buyer’s insurance broker for release to the applicable insurer(s) immediately following the Closing; (v) to the Sellers, evidence satisfactory to the Sellers of the replacement of that certain Letter of Credit by ▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇ Bank N.A. for Plastique Ltd. covering the payment of duties, or (if taxes, levies, charges, amounts, and deposits, not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing:to exceed £40,000.00; and (avi) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest certificate required to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held be delivered by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 77.2(c).

Closing. (a) The closing for the purchase and sale of the Equity Interest transactions contemplated by this Agreement (the “"Closing”") shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser at T▇▇▇ & G▇▇▇▇ Professional Corporation, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇at 10:00 A.M., ▇▇▇local time, or (if not such date) on the third business day following the first date as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of which all of the conditions set forth in Section 7 and 8Article X hereof shall have been satisfied or waived, or some at such other time, date and place time as OCG and CMPI shall otherwise agree in writing (either such date, (the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens;"Closing Date"). (b) At the Sellers Closing, (i) OCG and Merger Sub shall deliver the various certificates, instruments, and documents referred to in subparagraph (c), below, (ii) CMPI shall deliver the Purchaser share transfers various certificates, instruments and certificate(sdocuments referred to in subparagraph (d), below, (iii) in a registrable form evidencing CMPI and Merger Sub shall execute and file the Equity Interest duly endorsed in blank or Agreement of Merger with stock powers duly executed together with all duly executed documents and forms required for the stamping respective Secretaries of State of the transfers States of California and Delaware, and (v) the parties hereto shall make any payments and undertake any other actions provided for in respect of the conveyance of the Equity Interest to the Purchaser this Section 3.6 in accordance with the Company’s Constitution;terms of this Agreement. (c) At the Sellers Closing, OCG or Merger Sub, as applicable, shall deliver the following: (i) OCG shall issue and deliver the Merger Shares and issue and retain the Retained Merger Shares as provided in Sections 3.2(a) and 3.3(a), respectively; and (ii) OCG and Merger Sub shall furnish CMPI with: (A) a certificate executed by the Secretary or an Assistant Secretary of each of OCG and Merger Sub certifying as of the date of the Closing Date (1) a true and complete copy of the respective certificate of incorporation of OCG and Merger Sub, certified as of a recent date by the Secretary of State of the State of Delaware, and a true and complete copy of the respective bylaws of OCG and Merger Sub, as certified by the Secretary or an Assistant Secretary of OCG and Merger Sub, as applicable, and (2) a true and complete copy of the resolutions of the respective boards of directors of OCG and Merger Sub authorizing the execution, delivery and performance of this Agreement by OCG and Merger Sub and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment consummation of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser transactions contemplated hereby; and (B) a certificate of the Equity Interest. The payment Secretary of any State of the Total Consideration by State of Delaware certifying the Purchaser shall be unequivocally conditioned upon: (a) good standing of OCG and Merger Sub in such State, in each case, dated within 10 days of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and Closing Date. (d) each At the Closing, CMPI shall furnish OCG and Merger Sub with: (i) a certificate executed by the Secretary or an Assistant Secretary of CMPI certifying as of the other conditions precedent set out date of the Closing Date (1) a true and complete copy of the articles of incorporation of CMPI, certified as of a recent date by the Secretary of State of the State of California, and a true and complete copy of the bylaws of CMPI, certified by the Secretary or an Assistant Secretary of CMPI, and (2) a true and complete copy of the resolutions of the board of directors of CMPI authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and (ii) a certificate of each appropriate Secretary of State certifying the good standing of CMPI in this California and in all states in which it is qualified to do business, in each case, dated within 10 days of the Closing Date. (e) At the Closing, CMPI shall pay and deliver to PSI, by wire transfer to an account of PSI designated by PSI in writing prior to the Closing Date, an amount equal to the difference, if any, between $200,000 and the cumulative amount theretofore advanced by CMPI to OCG as evidenced by the New Promissory Note referred to in Section 2 1.4. (f) At the Closing, OCG shall deliver to CMPI the signed statements of the former creditors of OCG referred to in Section 1.1(d). (g) At the Closing, OCG shall deliver to CMPI the resignation and release agreements provided for in Section 78.9.

Closing. The closing for the purchase and sale of the Equity Interest transactions contemplated hereby (the “Closing”) shall be October , 2006 (the “Closing Date”) will take place at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇, or at 10:00 A.M. New York City time on the date designated in written notice delivered by the Company and Equinox to each of the Founders (if the “Closing Notice”) given not less than two (2) business days and no more than five (5) calendar days prior to the date designated in such date) written notice as soon as possible thereafter, but the Closing Date (which in no event shall be later than ten May 21, 2015). The Closing Notice shall include (10i) Business Days after a certification by the Company and Equinox as to the satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; Founders’ Closing Conditions and (ii) give the undertakings proposed Closing Date (which in no event shall be later than May 21, 2015). The day on which the Closing takes place is referred to as the “Closing Date.” The Closing will take place remotely via the electronic exchange of documents and make signatures, or at such location as may be mutually designated by the covenants set forth Parties in this Agreementwriting. Such issuance, sale, transfer, conveyance, assignment and delivery The Parties’ respective obligations to effect the Closing shall be subject to: (x) in the case of the Equity Interest shall convey good and marketable title to the Equity Interest held by such SellerFounders, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; compliance with ▇▇▇▇▇▇▇▇ ▇, ▇, ▇(▇), (▇) and (c) and 10 to the Sellers extent required by their terms to be performed at or before Closing, and the Company shall also deliver to the Purchaser the opinions, certificates representations and further assurances warranties in Section 6 and Section 7 being true and correct in all material respects as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing date hereof and shall be made promptly after receipt by the Purchaser as of the Equity Interest. The payment of any of Closing Date (the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers“Founders’ due performance of the covenants hereinClosing Conditions”); and (by) in the execution case of the other Transaction Documents; Company, the Founders’ compliance with Sections 1 and (d) each 10(a), and the representations and warranties in Section 5 being true and correct in all material respects as of the other conditions precedent set out in this date hereof and as of the Closing Date. Subject to the satisfaction of the Founders’ Closing Conditions, at the Closing each Founder will, automatically and without any further action being required on the part of any Founder, be deemed to have transferred to the Company the number of Units being redeemed from such Founder concurrently with the initiation by the Company of the wire transfers to such Founders contemplated by Section 2 hereof and Section 7such transfers will be deemed to be self-effectuating upon the initiation of such wire transfers, and no separate documents of transfer will be required to effectuate such transfers.

Closing. The closing for the purchase and sale of the Equity Interest (the “Closing”) shall be October , 2006 (the “Closing Date”) at the offices of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction of the conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the each Closing: (a) In consideration for the Purchaser agrees Sites being transferred or sold from Sellers to purchase the Equity Interest from the SellersBuyer at a Closing, and the Sellers jointly and severally agree to: (i) sell, contemporaneously with such sale or transfer, conveyBuyer shall pay to Sellers the Purchase Price for those Sites being transferred or sold, assign and deliver the Equity Interest payable by wire transfer of immediately available funds to a bank account designated by Sellers at least three (3) Business Days prior to the Purchaser; applicable Closing. (b) Sellers shall assign, convey and transfer to Buyer all of Sellers' interests, as described in SECTIONS 2.1(a) AND (ii) give the undertakings b), in and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by those Sites being transferred or sold at such SellerClosing, free and clear of any and all Liens;Liens other than Permitted Encumbrances. (bc) Transfer of rights in the Land Leases, Tenant Leases and Related Contracts, and transfer of the balance of interests described in SECTION 2.1(a) shall be by (i) an invoice in the form of Exhibit C attached hereto, (ii) with respect to Leased Sites, an Assignment and Assumption Agreement of Land Leases in the form of Exhibit D attached hereto (the "LAND LEASE ASSIGNMENT"), (iii) with respect to Related Contracts, if any, a Related Contracts Assignment attached hereto as Exhibit E, and (v) with respect to Owned Sites, a ground lease in the form attached hereto as Exhibit A (or in the case of Owned Sites that are Hub Sites, Exhibit A-1). (d) Sellers shall deliver to Buyer all security deposits held by Sellers with respect to those Sites being transferred at a Closing, to the Purchaser share transfers extent applicable. (e) Notwithstanding any other provisions of this SECTION 2.6: (i) Concurrently herewith, the Buyer and certificate(seach applicable Seller, shall execute and deliver (in the case of the Subordination Agreement, to the Sellers) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required MLA for the stamping of the transfers in respect of the conveyance of the Equity Interest Purchased Sites and a Subordination Agreement relating to the Purchaser list of Sites on Schedule 1 in accordance with each case substantially in the Company’s Constitution;form attached hereto as Exhibits K and O; and (cii) At the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Initial Closing and each Subsequent Closing, the Buyer and each applicable Seller shall be made promptly after receipt by execute and deliver, with respect to each Site transferred at each such Closing, a Site Lease pursuant to and in the Purchaser of form required under the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in this Section 2 and Section 7MLA for Purchased Sites.

Closing. (a) The closing for the purchase and sale of the Equity Interest Share Exchange (the “Closing”) shall be October , 2006 (and the date on which the Closing occurs, the “Closing Date”) at shall take place via the offices remote exchange of the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) documents and signatures on a date as soon as possible thereafter, but in any event no event later than ten the fifth (105th) Business Days Day after the satisfaction or valid waiver by the relevant Party of each of the conditions set forth in Section 7 5.1, Section 5.2 and 8Section 5.3 (except for the conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), or some at such other time, date time and place as collectively agreed by the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, Buyer and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens;. (b) At the Sellers Closing, the Buyer shall deliver or cause to be delivered to the Purchaser Seller: (i) all of the Consideration Shares and the scanned copy of share transfers and certificate(s) in a registrable form evidencing representing the Equity Interest duly endorsed in blank or with stock powers Consideration Shares, duly executed together with all duly executed documents and forms required for the stamping on behalf of the transfers Buyer and registered in respect the name of the conveyance Seller, the original copy of which shall be delivered to the Seller within twenty-five (25) Business Days following the Closing Date; (ii) a certified true copy of an excerpt of the Equity Interest register of members of the Buyer, reflecting the Seller’s ownership of the Consideration Shares; (iii) a scanned copy of the board of directors’ resolutions of the Buyer, approving and consenting to, among other things, the execution, delivery and performance of this Agreement and any other Transaction Document to which the Buyer is a party, and the transactions contemplated hereby and thereby; (iv) a receipt issued by the CSRC or other proof reasonably satisfactory to the Purchaser Seller, which shall evidence that, the CSRC Filling have been duly submitted by the Buyer within 3 business days after the Closing Date; and (v) a certificate executed by a duly authorized officer of the Buyer, certifying to the fulfillment of the conditions specified in accordance Section 5.1 and Section 5.2; (vi) to the extent not previously delivered, such documents, instruments and items required to be delivered in connection with the Company’s Constitution;fulfillment of the conditions specified in Section 5.1 and Section 5.2. (c) At the Sellers Closing, the Seller shall deliver or cause to be delivered to the Buyer: (i) all of the Sale Shares, and the Company scanned copy of share certificate(s) representing the Sale Shares, duly executed on behalf of Target Co. and registered in the name of the Buyer, the original copy of which shall also deliver be delivered to the Purchaser Buyer within five (5) Business Days following the opinions, certificates and further assurances as contemplated herein. The payment Closing Date; (ii) a certified true copy of the Tranche 1 Consideration register of members of Target Co., reflecting the Buyer’s ownership of the Sale Shares; (iii) a scanned copy of the resignation letters duly executed by such director(s) of Target Co. nominated by the Seller, the original copy of which shall be delivered to Target Co.’s registered agent within five (5) Business Days following the last action performed at Closing and Date; (iv) a scanned copy of the instrument of transfer evidencing the transfer of the Sale Shares to the Buyer, substantially in the form of Exhibit A, duly executed by the Seller, the original copy of which shall be made promptly after receipt by delivered to Target Co.’s registered agent within five (5) Business Days following the Purchaser Closing Date; (v) a scanned copy of the Equity Interest. The payment of any directors’ resolutions of the Total Consideration Seller, approving and consenting to, among other things, the execution, delivery and performance of this Agreement and any other Transaction Document to which the Seller is a party, and the transactions contemplated hereby and thereby; (vi) a certificate executed by the Purchaser shall be unequivocally conditioned upon: (a) each a duly authorized officer of the Sellers’ due performance Seller, certifying to the fulfillment of the covenants hereinconditions specified in Section 5.1 and Section 5.3; and (vii) to the extent not previously delivered, such documents, instruments and (b) items required to be delivered in connection with the execution fulfillment of the other Transaction Documents; conditions specified in Section 5.1 and Section 5.3. (d) each At the Closing, the Seller shall, and shall cause the relevant Target Co. Group Companies to, deliver (or cause to be delivered) to the Buyer (i) all chops and seals of the Target Co. Group Companies, including all company chops, financial chops, contract chops and other conditions precedent set out chops and seals (if any), (ii) all books, accounts records, tax files, tax reports and any other similar documents of the Target Co. Group Companies, (iii) all documents necessary to change the bank mandates of the Target Co. Group Companies in this Section 2 such manner as the Buyer requires and Section 7all online banking u-keys of the Target Co. Group Companies, and (iv) all licenses, Permits, physical assets and contracts of the Target Co. Group Companies.

Closing. The closing for the purchase Initial Closing and sale of the Equity Interest (the “Closing”) any Subsequent Closing shall be October , 2006 (the “Closing Date”) take place at the offices of the Purchaser Mayer, Brown, ▇▇▇▇ & Maw LLP, at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ , ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇at 10:00 A.M. on the third (3rd) Business Day after the date that Seller Representative or Purchaser notifies Purchaser or Seller Representative, as the case may be, that (a) with respect to the Initial Closing, Sellers or Purchaser, as the case may be, desire to close the transactions with respect to each Acquired Company specified in such notice and for which the applicable conditions precedent specified in Article VII have been satisfied on the date of such notification (if not other than conditions to be satisfied at the Initial Closing) or have been waived by all the parties permitted to waive such date) as soon as possible thereafterconditions (each, but an “Initial Acquired Company”); provided, however, that in no event later than ten may Seller Representative or Purchaser send a notification regarding the Initial Closing unless either (10i) Business Days after satisfaction subject to Section 7.3(g), the Initial Acquired Companies include all of the conditions Acquired Companies that primarily operate in at least five (5) countries in the Territory or (ii) the aggregate enterprise value of the Initial Acquired Companies as set forth in Column 1 Schedule 2.2(b) constitutes fifty percent (50%) or more of the aggregate enterprise value for all Acquired Companies as set forth in Section 7 and 82.2(a)(i), or some other time, date and place as the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping of the transfers in respect of the conveyance of the Equity Interest to the Purchaser in accordance with the Company’s Constitution; (c) the Sellers and the Company shall also deliver to the Purchaser the opinions, certificates and further assurances as contemplated herein. The payment of the Tranche 1 Consideration shall be the last action performed at Closing and shall be made promptly after receipt by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) with respect to a Subsequent Closing, Sellers or Purchaser, as the execution of case may be, desire to close the transactions with respect to each Acquired Company (other Transaction Documents; and (dthan an Initial Acquired Company) each of for which the other applicable conditions precedent set out specified in this Section 2 7.4 have been satisfied on the date of such notification (other than conditions to be satisfied at the applicable Subsequent Closing) or have been waived by all the parties permitted to waive such conditions, which notice shall specify each such Acquired Company (each, a “Subsequent Acquired Company”). The Initial Closing and Section 7each Subsequent Closing, if any, and all transactions to occur at the applicable Closing, shall be deemed to have taken place at, and shall be effective as of, 12:01 a.m. New York time on the applicable Closing Date.

Closing. (a) The closing for the purchase and sale of the Equity Interest Shares shall take place remotely via the exchange of documents and signatures on June 8, 2015, or at such other time and place as the Purchaser and the Sellers’ Representative mutually agreed upon, orally or in writing (which time and place are designated as the “Closing”). The Closing will be deemed to be effective as of the close of business on the date of the Closing for tax and accounting purposes. (b) At the Closing, in addition to the fulfillment of all conditions set forth in Section 8 of this Agreement, the Purchaser shall be October , 2006 deliver to the Sellers’ Representative (i) a certified copy of the “Closing Date”) register of members of Wowo reflecting the Share Consideration acquired by the Sellers at the offices Closing and (ii) bought and sold notes and instruments of transfer in respect of all Shares duly executed by the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇Purchaser. (c) At the Closing, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, or (if not such date) as soon as possible thereafter, but in no event later than ten (10) Business Days after satisfaction addition to the fulfillment of the all conditions set forth in Section 7 and 8, or some other time, date and place as the Parties may agree. At the Closing: (a) the Purchaser agrees to purchase the Equity Interest from the Sellers, and the Sellers jointly and severally agree to: (i) sell, transfer, convey, assign and deliver the Equity Interest to the Purchaser; and (ii) give the undertakings and make the covenants set forth in of this Agreement. Such issuance, sale, transfer, conveyance, assignment and delivery of the Equity Interest shall convey good and marketable title to the Equity Interest held by such Seller, free and clear of any and all Liens; (b) the Sellers shall deliver to the Purchaser share transfers and certificate(s(i) in a registrable form evidencing the Equity Interest duly endorsed in blank or with stock powers duly executed together with all duly executed documents and forms required for the stamping certified copy of the transfers register of members of the Company after giving effect to the transfer of Shares of the Company to the Purchaser at the Closing and (ii) bought and sold notes and instruments of transfer in respect of all the conveyance Shares duly executed by each of the Equity Interest Sellers. (d) The Sellers, the Purchaser and Wowo acknowledge and agree that the Deposit shall be credited towards payment of the Cash Consideration automatically at the Closing. (e) The Purchaser shall, and Wowo shall cause the Purchaser to, pay the remaining fifty (50%) of the Cash Consideration to the Purchaser in accordance with Sellers by wire transfer of immediately available funds to the Company’s Constitution;Sellers’ Representative within thirty (30) days after the Closing pursuant to written wire transfer instructions delivered to the Purchaser. (cf) If the Closing shall not have occurred prior to the Long-Stop Date for any reason other than breach of this Agreement by a Party, then the Sellers shall retain 50% of the Deposit and the Company shall also deliver return to the Purchaser the opinionsremaining 50% of the Deposit. If one Party shall exercise its right to terminate this Agreement pursuant to Section 9.1(a), certificates and further assurances as contemplated hereinthe non-breaching Party shall be entitled to retain (if the Sellers are the non-breaching Party) or be refunded (if the Purchaser is the non-breaching Party) the Deposit. The Sellers acknowledge and agree that the Deposit shall not be used for any purposes until it has been credited towards the payment of the Tranche 1 Cash Consideration shall be the last action performed at Closing or retained and shall be made promptly after receipt refunded by the Purchaser of the Equity Interest. The payment of any of the Total Consideration by the Purchaser shall be unequivocally conditioned upon: (a) each of the Sellers’ due performance of the covenants herein; and (b) the execution of the other Transaction Documents; and (d) each of the other conditions precedent set out in Sellers pursuant to this Section 2 and Section 72.4(f).