Common use of Closing Clause in Contracts

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.

Closing. (a) Unless this Purchase Agreement shall have been terminated The closing (the “Put Closing”) of any purchase and the transactions herein contemplated shall have been abandoned sale of all or any portion of any Notes, Warrant Rights or Shares of any exercising Put Party pursuant to Section 7.1(a2 shall be held on that date (the “Put Date”) mutually agreed to by the Company and CII, and which is no later than the sixtieth (60th ) business day after CII’s delivery of the applicable Notice of Put to the Company. The closing of any Put pursuant to any Notice of Put shall occur at the same Put Closing. (b) At any Put Closing, each participating Put Party will deliver, as applicable and subject to the satisfaction applicable Notice of Put, its/his/her Warrant, its/his/her Notes or waiver the certificates representing its/his/her Shares, duly endorsed for transfer to the Company, and the Company will deliver to each such Put Party the Put Price for any Note, Warrant Rights and Shares made the subject of the conditions set forth Notice of Put in Article Vcash, certified or bank check, or by wire transfer. If any Put Party shall have sold less than all of its/his/her Warrant Rights under the Warrant so delivered, the closing Company shall deliver to such Put Party a new Warrant (as requested by such Put Party) evidencing the "Closing") Warrant Rights of such Put Party not made the subject of the transactions contemplated ------- Notice of Put. If any Put Party shall have sold less than the entire outstanding principal under any Note so delivered, the Company shall deliver to such Put Party a new Note (as requested by Sectionsuch Put Party) evidencing outstanding indebtedness to such Put Party not made the subject of the Notice of Put. 2.1 will take place on (c) If the earlier net assets of the Company are insufficient to pay the full Put Price to each Put Party participating in any Put Closing, the net assets shall be distributed at such Put Closing in the following order of priority: (i) first, ratably among the second Business Day following participating Put Parties in proportion to the date hereof full Put Price that each such Put Party is otherwise entitled to receive upon any Notes held by such Put Parties; and (ii) second, ratably among the participating Put Parties in proportion to the full Put Price that each such Put Party is otherwise entitled to receive upon any Shares and Warrant Rights held by such Put Parties, provided, however, that such Put Price for Shares and Warrant Rights shall be ratably distributed to such Put Parties in such order of priority of such Shares (or such Shares issuable upon exercise of such Warrant Rights) with respect to rights to liquidation proceeds under the Operating Agreement. (d) Notwithstanding anything to the contrary herein, in the event that (i) CII and any other Put Party exercises its/his/her respective right to Put under this Agreement, and (ii) CII and the Company mutually agree that the payment of the Put Price to CII shall be made other than in cash at the Put Closing (as set forth in Section 3(b) above) (the “Modified Payment Terms”), then the Put Price shall be paid to each such other date, time and place as Put Party in accordance with the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.Modified Payment Terms.

Closing. (a) Unless this Purchase Agreement The consummation of the Subscription (the “Closing”) shall have been terminated occur on the Transaction Closing Date, immediately following the Amalgamations and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, this Section 2. (b) At least five (5) Business Days before the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "anticipated Transaction Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller PubCo shall deliver or cause to be delivered written notice to Premier or its designee such documents Subscriber (the “Closing Notice”) specifying (i) the anticipated Transaction Closing Date and (ii) the wire instructions for delivery of the Purchase Price. No later than three (3) Business Days prior to the anticipated Transaction Closing Date as Premier may reasonably requestset forth in the Closing Notice, including certificates for all Securities Subscriber shall deliver to evidence PubCo (A) the Purchase Price in cash via wire transfer to Premier of good and marketable title the account specified in and to all the Closing Notice (which cash shall be held in a non-interest bearing escrow account for the benefit of the Securities owned by Subscribers until the Seller Closing), and (B) such information as is reasonably requested in the Closing Notice in order for PubCo to issue the Subscribed Shares to Subscriber at the Closing including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. PubCo shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any Lien liens or Restriction on such Securities other restrictions (other than those arising under this Subscription Agreement, the governing and organizational documents of PubCo or applicable securities laws and other than those imposed by or on Subscriber or Subscriber’s assets), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii) as promptly as practicable after the Closing, written notice from PubCo or its transfer agent evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Transaction Closing Date. Notwithstanding the foregoing two sentences, for any Lien Subscriber that informs PubCo (1) that it is an investment company registered under the Investment Company Act of 1940, as amended or Restriction (2) that it is advised or sub-advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: such Subscriber shall initiate funding of the Purchase Price no later than 9:00 a.m. New York City time on the Transaction Closing Date (or as soon as practicable following receipt of evidence from PubCo’s transfer agent reasonably acceptable to the Subscriber of the issuance to Subscriber of the Subscribed Shares on and as of the Transaction Closing Date) by wire transfer of United States dollars in immediately available funds to the account specified by PubCo in the Closing Notice against delivery by PubCo to Subscriber of the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws and other than those imposed by Subscriber), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and evidence from PubCo’s transfer agent reasonably acceptable to the Subscriber of the issuance to Subscriber of the Subscribed Shares on and as of the Transaction Closing Date. In the event that the consummation of the Transaction does not occur within three (3) Business Days after the anticipated Transaction Closing Date specified in the Closing Notice, unless Subscriber otherwise agrees in writing, PubCo shall promptly (but in no event later than four (4) Business Days after the anticipated Transaction Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to PubCo by wire transfer of United States dollars in immediately available funds to the account specified by Subscriber, and, to the extent that any Subscribed Shares have been delivered to Subscriber, such Subscribed Shares shall be deemed repurchased and any related book entries shall be cancelled. For the avoidance of doubt, unless this Subscription Agreement has been terminated pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities lawsSection 8, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.the

Closing. The Closing shall consist of the execution and delivery of documents by Seller and Buyer, as set forth below, and delivery by Buyer to Seller of the Purchase Price in accordance with the terms of this Agreement. Seller shall deliver to Buyer at Closing the following executed documents: (a) Unless this Purchase Agreement shall have been terminated and a special warranty deed from Seller to Buyer conveying the transactions herein contemplated shall have been abandoned pursuant Real Property to Section 7.1(a) and Buyer subject only to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing DatePermitted Exceptions; (iib) At the effective time an Assignment of the ClosingLease and Security Deposits, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" Exhibit C assigning the Lease and "C") any security deposits thereunder to the Seller as directed by the Seller in writing prior to the Closing DateBuyer; (ivc) The parties shall execute a ▇▇▇▇ of Sale in the form of Exhibit D attached hereto from Seller to Buyer conveying the Personalty and deliver, the Registration Rights AgreementIntangible Property to Buyer; (vd) The Seller shall deliver or cause a settlement statement setting forth the Purchase Price, all prorations and other adjustments to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (e) all transfer tax statements, declarations and filings as may be necessary for purposes of this Purchase Agreement recordation of the deed; (f) a title affidavit executed by Seller in form reasonably satisfactory to the Title Insurer; (g) good standing certificates and corporate resolutions or member or partner consents, as applicable, and such other documents as reasonably and customarily requested by the Warrant AgreementTitle Insurer; (h) keys to all locks located in the Property, to the extent in Seller’s possession; (i) to the extent not previously delivered to Buyer, originals of the Lease; (j) an original estoppel certificate from Tenant in the provided under the Lease, or if no such form is described in the applicable federal Lease, in the form of Exhibit F attached hereto and which does not assert any defaults, offsets, defenses, punchlist items or state securities lawsclaims under the Lease and which is dated not earlier than thirty (30) days prior to the date of Closing. In addition, the business terms of such estoppel certificate must be in accordance with the Lease attached hereto as Schedule 11(g); (k) an original subordination, non-disturbance and attornment certificate from Tenant in the form provided under the Lease, or if no such form is described in the Lease, in the form of Exhibit G attached hereto; (l) the letter to Tenant in the form of Exhibit H attached hereto; (m) a certificate from Seller re-affirming the representations and warranties set forth in Section 11 below; and (vin) Each party shall take such other actionsdocuments, instruments, certifications and confirmations as may be reasonably required and customary to fully effect and consummate the transactions contemplated hereby. At Closing, Buyer shall instruct the Title Insurer to deliver the ▇▇▇▇▇▇▇ Money to Seller which shall be applied to the Purchase Price, shall deliver the balance of the Purchase Price to Seller and shall execute and deliver executed documents or execution counterparts of the closing documents referenced in clauses (b), (d), (e), (k), and (n) above. Buyer shall have a one-time right to extend the Closing for up to five (5) days upon written notice to Seller (to be received by Seller on or prior to two (2) business days prior to the date scheduled for the Closing) and by depositing with Title Insurer on or before the then scheduled date of Closing, the additional sum of Fifty Thousand and No/100 Dollars ($50,000.00) which sum shall be added to and held and disbursed as part of the ▇▇▇▇▇▇▇ Money such that the ▇▇▇▇▇▇▇ Money shall then be equal to the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) (plus all interest accrued thereon) and shall be non-refundable (except as otherwise provide in this Agreement) but shall be applicable to the Purchase Price. Notwithstanding anything to the contrary contained in this Agreement, notice to extend the Closing may be sent in writing or email by Buyer or Buyer’s attorney. The Closing shall be held in escrow through the mail by delivery of the closing documents to the parties on or prior to the Closing or such other instruments place or documents, manner as shall be required under Article V.the parties hereto may mutually agree.

Closing. (a) Unless this Purchase Agreement shall have been terminated The closing of the Transaction (the “Closing”) will take place at 10:00 A.M., New York time, on the last day of the month in which the last unfulfilled and the transactions herein contemplated shall have been abandoned pursuant unwaived condition to Section 7.1(a) and subject be satisfied prior to the satisfaction or waiver of the conditions Closing set forth in Article VVI hereof shall be fulfilled or waived in accordance with the terms of this Agreement; provided, that if Sellers notify Buyer on or before February 1, 2004 that Sellers determine that they cannot accurately prepare the necessary financial and other information for Closing as of a month end that is not a quarter end, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will Closing shall take place on the earlier last day of the calendar quarter on which such condition is satisfied (isuch time, the “Closing Date”) at the second Business Day following the date hereof and (ii) offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other date, time and place as the parties may agree. Closing shall otherwise mutually agree (in either event, be effective as of 12:01 a.m. on the date of the Closing being referred to herein as the "Closing Date"). ------------next day. (ib) Premier shall pay Notwithstanding anything in this Agreement or cause any Ancillary Agreement to the contrary, Sellers may implement the transactions contemplated by Sections 2.4 and 2.1, 2.2, or 2.3 hereof (the “Restructuring”) as of any month end that is reasonably expected to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account more than thirty-one (the "Designated Bank Account"31) as the Seller shall designate in writing days prior to the Closing Date; , provided, that (i) Buyer shall be permitted to participate fully with Sellers in all communications with Governmental Entities relating to the Restructuring unless Sellers conclude in their reasonable judgment that (A) there is a substantial risk that the Transaction will not be completed and (B) as to a particular communication, the full participation of Buyer in such communication would reveal either sensitive confidential information about Sellers’ business plans in the event the Transaction is not completed or information about Sellers proposed response to the risk of the Transaction not being completed and (ii) At Sellers shall consult and confer with Buyers regarding developments relating to the effective time implementation of the Restructuring and keep Buyer fully informed of any proposals made to and any conditions discussed with, requested by or imposed by Governmental Entities in connection with implementation of the Restructuring, and such Restructuring is effected on terms and conditions that would not, individually or in the aggregate, reasonably be expected to have a Material Negative Condition; and provided further, that if the Restructuring is implemented prior to the Closing, Premier Sellers, jointly and severally, agree to indemnify, defend and hold harmless Buyer Indemnitees from any Losses by any Buyer Indemnitees that would not have been incurred had such implementation occurred at Closing (taking into account any economic concessions by Sellers in connection with such implementation). Buyer Indemnitees shall issue shares of Premier Common Stock constituting exercise the Stock Consideration indemnification rights provided in this Section 2.7(b) as if such rights were exercised pursuant to Section 7.3(a)(i), provided that such indemnification shall not be subject to the Seller third sentence of Section 7.3(c). Notwithstanding the foregoing and without limitation to Section 5.6, if the Restructuring is to be implemented as directed by the Seller in writing of or immediately prior to the Closing Date; (iii) At the effective time , Sellers shall consult and confer with Buyer regarding any aspects of the Closing, Premier shall issue implementation of the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed Restructuring differing from those provided for by the Seller in writing prior to Ancillary Agreements and obtain the Closing Date; (iv) The parties shall execute and deliverapproval of Buyer for any such aspect, the Registration Rights Agreement; (v) The Seller shall deliver or cause such approval not to be delivered unreasonably withheld, conditioned or delayed. Sellers agree that in implementing the Restructuring they shall cooperate with Buyer and endeavor to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence avoid any negative effect upon the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.Unassigned Funds.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject a. Subject to the satisfaction or waiver of the conditions set forth in Article VSections 2.c and 2.d (other than those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or waived at Closing), the closing of the Subscription contemplated hereby (the "“Closing"”) shall occur substantially concurrently with the closing of the transactions contemplated ------- by Section 2.1 will take place on Transaction (such date, the earlier “Closing Date”) and is contingent upon the subsequent occurrence of the closing of the Transaction. Not less than five (5) business days (as defined herein) prior to the anticipated Closing Date, the Issuer shall provide written notice to Subscriber (the “Closing Notice”) specifying (i) the second Business Day following the date hereof anticipated Closing Date and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date wire instructions for delivery of the Closing being referred Purchase Price to herein as the "Closing Date")Issuer. ------------For the purposes of this Subscription Agreement, “business day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York. b. Subject to the satisfaction or waiver of the conditions set forth in Sections 2.c and 2.d (other than those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or waived at Closing): (i) Premier Subscriber shall pay or cause deliver to be paid the aggregate Cash Consideration to or Issuer (A) no later than one (1) business day in advance of the Closing, the Purchase Price for the account of the Seller Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice and (B) no later than two (2) business days in advance of the Closing, any other information that is reasonably requested in the Closing Notice that is required in order to enable the Issuer to issue the Acquired Shares, including, without limitation, the legal name of the person (or nominee) in whose name such bank account Acquired Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable; and (ii) On the "Designated Bank Account"Closing Date, the Issuer shall deliver to Subscriber the Acquired Shares against and upon payment by Subscriber in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. Each book entry for the Seller Acquired Shares shall designate contain a legend in writing prior substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. c. The Issuer’s obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted by applicable law, the waiver by the Issuer, of each of the following conditions: (i) the Placement Agent (as defined herein) or the Issuer shall have received a completed copy of the “Eligibility Representations of Subscriber” questionnaire in substantially the form attached as Schedule A hereto no later than the Closing Date; (ii) At the effective time all representations and warranties of the ClosingSubscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined herein), Premier which representations and warranties shall issue shares be true and correct in all respects) at and as of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, Premier except where the failure of such performance, satisfaction or compliance would not or would not be reasonably expected to prevent, materially delay or materially impair the ability of Subscriber to consummate the Closing; (iv) no applicable governmental authority shall issue have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) that is then in effect and has the warrants constituting effect of making consummation of the Warrant Consideration Subscription illegal or otherwise preventing or prohibiting consummation of the Subscription, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition; and (v) all conditions precedent to the Issuer’s obligation to effect the Transaction set forth in the form attached hereto Combination Agreement shall have been satisfied or waived (as Exhibits "B" and "C") determined by the parties to the Seller Combination Agreement and other than those conditions that (A) may only be satisfied at the closing of the Transaction, but subject to the satisfaction or waiver of such conditions as directed of the closing of the Transaction or (B) will be satisfied by the Seller Closing and the closing of the transactions contemplated by the Other Subscription Agreements). d. Subscriber’s obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted by applicable law, the written waiver by Subscriber, of each of the following conditions: (i) no suspension of the listing on The Nasdaq Capital Market (“Nasdaq”), or another national securities exchange, of the Acquired Shares to be issued or issuable to Subscriber in connection with this Subscription Agreement shall have occurred; (ii) all representations and warranties of the Issuer contained in this Subscription Agreement shall be true and correct in all material respects at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such date), in each case except where such noncompliance, default or violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iii) the Issuer shall have performed, satisfied and complied (unless waived) in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of such performance, satisfaction or compliance would not or would not reasonably be expected to prevent, materially delay or materially impair the ability of the Issuer to consummate the Closing; (iv) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) that is then in effect and has the effect of making consummation of the Subscription illegal or otherwise preventing or prohibiting consummation of the Subscription and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition; (v) the Combination Agreement (as the same exists on the date of this Subscription Agreement) shall not have been amended to, and there shall have been no waiver or modification to the Combination Agreement (as the same exists on the date of this Subscription Agreement) that would, materially adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s prior written consent. For the avoidance of doubt, the parties hereto acknowledge and agree that any amendment or extension of the Outside Date (as defined in the Combination Agreement) shall not materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement; (vi) all conditions precedent to the closing of the Transaction set forth in the Combination Agreement shall have been satisfied or waived (as determined by the parties to the Combination Agreement and other than those conditions that (A) may only be satisfied at the closing of the Transaction, but subject to the satisfaction or waiver of such conditions as of the closing of the Transaction or (B) will be satisfied by the Closing and the closing of the transactions contemplated by the Other Subscription Agreements); and (vii) no Company Material Adverse Effect or SPAC Material Adverse Effect (each as defined in the Combination Agreement) shall have occurred and be continuing on the Closing Date. e. Prior to or at the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement. f. In the event that the closing of the Transaction does not occur within four (4) business days of the anticipated Closing Date specified in the Closing Notice, the Issuer shall promptly return the Purchase Price to Subscriber in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (i) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date; , and (ivii) The parties unless and until this Subscription Agreement is terminated in accordance with Section 7 herein, Subscriber shall execute remain obligated (A) to redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of a new Closing Notice and deliver(B) to reconsummate the Closing immediately prior to or substantially concurrently with the consummation of the Transaction. For the avoidance of doubt, if any termination hereof occurs after the delivery by Subscriber of the Purchase Price for the Acquired Shares, the Registration Rights Agreement; (v) The Seller Issuer shall deliver promptly return the Purchase Price to Subscriber without any deduction for or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear on account of any Lien tax, withholding, charges or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.set-off.

Closing. The closing (“Closing”) shall occur at 9:00 a.m. central time on the Execution Date at the Seller’s offices located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other location or through such other methods as may be mutually agreed upon by Seller and Buyer. At Closing, the following shall occur: (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier Buyer shall pay or cause to be paid Seller the aggregate Cash Consideration to or for the account of the Seller by Preliminary Purchase Price via wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Dateof immediately available funds; (iib) At Seller and Buyer will execute and deliver an assignment, conveyance and ▇▇▇▇ of sale covering the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (Assets in the form attached hereto as Exhibits "B" and "C") to Exhibit “F” (the Seller as directed by the Seller in writing prior to the Closing Date“Assignment”), together with any other instrument or document; (ivc) The parties shall execute Seller and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and Buyer shall execute and deliver such other instruments or documentsall necessary forms to be filed with the appropriate regulatory authorities concerning the change of ownership and/or operatorship of the Assets, as applicable; (d) Buyer shall obtain replacements for the Credit Support identified on Exhibit “G”, bonds, letters of credit and guarantees, if any, necessary to terminate the obligations of Seller or its affiliates with respect to such Credit Support and Buyer shall provide evidence of the posting of such bonds or other securities with all applicable governmental authorities meeting the requirements of such authorities; (e) Seller shall deliver an executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller (or its regarded owner, if Seller if an entity disregarded as separate from its owner) is neither a disregarded entity nor a foreign person within the meaning of the Internal Revenue Code of 1986, as amended, and Treasury Regulations promulgated thereunder; and (f) the Parties shall take such further actions as may be required under Article V.reasonably necessary to evidence and effectuate the transaction contemplated by this Agreement. Seller shall provide Buyer with a copy of all files, records and data that relate to the Leases in the control of or maintained by the Seller; in each case, only to the extent not constituting Excluded Assets, within thirty (30) days of Closing.

Closing. (a) Unless this Purchase Agreement shall have been terminated and On the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) Closing Date and subject to the satisfaction or waiver of the terms and conditions of this Agreement, the Subscriber, in the amounts set forth on the signature page hereto, shall purchase and the Company shall sell to each such Subscriber in the amount set forth on the signature page hereto, the Purchased Shares and the Warrants as described in Section 3 of this Agreement. (b) The occurrence of the Closing is expressly contingent on (i) payment by the Subscriber of the Purchase Price, (ii) delivery by the Company to ▇▇▇▇▇▇▇ & Prager, LLP, to be held in escrow pending the Closing, of one or more original signed stock certificates representing the Purchased Shares, issued in the name of the Subscriber and original ink-signed Warrants issued by the Company to the Subscriber (such stock certificates and Warrants, the “Delivered Certificates”), (iii) the truth and accuracy, on the Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (iv) the continued compliance with the covenants of the Company set forth in Article Vthis Agreement through such date, (v) the closing non-occurrence prior to that date of any event that with the passage of time or the giving of notice could become an Event of Default, as defined in Section 7 hereof or other default by the Company of its obligations and undertakings contained in this Agreement, (vi) the delivery by the Company on the Closing Date of a certificate substantially in the form of Exhibit E (the "Closing"“Closing Certificate”) signed by its chief executive officer or chief financial officer (1) representing the truth and accuracy of all the transactions contemplated ------- representations and warranties made by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other dateCompany contained in this Agreement, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein Date, as if such representations and warranties were made and given on such date, except for changes that will not have alone, or in any combination in the "aggregate, a Material Adverse Effect (as defined in Section 5(a) of this Agreement), (2) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Closing Date"). ------------ , except for changes that do not constitute a Material Adverse Effect, (i3) Premier shall pay or cause to be paid adopting and renewing the aggregate Cash Consideration to or for the account covenants and representations set forth in Sections 5, 7, 8, 9, 10, 11, and 12 of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate this Agreement in writing prior relation to the Closing Date; , the Purchased Shares and the Warrants, and (ii4) At the effective time certifying that no Event of the ClosingDefault has occurred, Premier shall issue shares and (vii) a legal opinion of Premier Common Stock constituting the Stock Consideration Company Counsel nearly identical to the Seller as directed by the Seller legal opinion referred to in writing prior to the Closing Date; (iii) At the effective time Section 6 of the Closing, Premier this Agreement shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title Subscriber on the Closing Date in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant relation to the terms of this Purchase Agreement or Company, the Warrant Agreement) or Purchased Shares and the applicable federal or state securities laws, and Warrants (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.the “Closing Legal Opinion ”).

Closing. (a) Unless Subject to other provisions of this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article Vfor extension, the closing (the "“Closing"”) shall be held (the “Closing Date”) on the thirtieth (30th) day after the expiration of the transactions contemplated ------- by Section 2.1 will take place on Inspection Period, at the earlier offices of (i) the second Business Day following the date hereof and (ii) Title Company or at such other date, time and place as the parties may mutually agree; provided, (a) Purchaser shall otherwise mutually agree have the right to extend the Closing Date to a date which is on or before sixty (in either event, 60) days after the expiration of the Inspection Period by providing advance written notice of its desire to so extend to Seller no later than fifteen (15) days after the expiration of the Inspection Period; and (b) Seller shall have the right to extend the date of the Closing being referred to herein as the "Closing Date"). ------------ and including January 31, 2006 in its sole and absolute discretion upon written notice to Purchaser at least fifteen (i15) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing days prior to the Closing Date; (ii) date previously set for Closing. At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall and/or deliver or cause to be delivered to Premier or its designee such Purchaser the following closing documents as Premier may all of which shall be in form and substance reasonably requestsatisfactory to Seller: (a) a special warranty deed conveying the Realty, including certificates subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser; (b) a ▇▇▇▇ of sale for all Securities Personalty; (c) an assignment and assumption of Intangible Property, including, without limitation, all Warranties, licenses, permits, plans and specifications and all Contracts included in this transaction (including new contract(s) permitted under Paragraph 11 above, if any); (d) a “non-foreign” affidavit or certificate pursuant to Internal Revenue Code Section 1445; (e) an appropriate and customary mechanic’s lien affidavit and affidavit of possession in form reasonably required by Purchaser’s Title Company; (f) an assignment and assumption of Leases and Security Deposits; (g) partnership resolutions, as applicable, and/or such other evidence of authority and good standing with respect to Seller as may be reasonably required by the transfer to Premier Title Company; (h) the originals (or a copy where there is no original) of good and marketable title in and to all of the Securities owned by the Seller free Leases, Contracts, Licenses and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities lawsPermits, Warranties, Plans and Specifications, and Records in Seller’s possession; and (vii) Each party an update certificate from Seller updating the representations made by Seller under Paragraph 8 above to the date of Closing; (j) a written notice to each Tenant notifying them of the change in ownership and directing them to send rent payments to Purchaser at the address provided therein; and (k) a rent roll dated as of the Closing Date, updating Exhibit B, including current information as to delinquent rent and other charges, prepaid rent and interest accruing on security deposits (if any), which rent roll shall take such other actionsbe certified by an authorized officer of Seller to be true, correct and complete in all material respects. At Closing, Purchaser shall execute and/or deliver (as applicable) to Seller: (a) the balance of the Purchase Price; (b) the assignment and assumption of Intangible Property; and (c) the assignment and assumption of Leases and Security Deposits. Both parties shall execute and deliver counterpart closing statements and such other instruments or documents, documents as shall be required under Article V.are reasonably necessary to consummate this transaction.

Closing. (a) Unless this At the Closing, Shareholder will deliver to Purchaser a certificate or certificates representing the Shares being purchased, duly endorsed for transfer or accompanied by appropriate stock powers duly executed in blank, and Purchaser will pay the purchase price in immediately available funds by wire transfer to an account designated by Shareholder. Transfer taxes, if any, imposed as a result of the exercise of the Purchase Agreement shall have been terminated Option and the transactions herein contemplated shall have been abandoned transfer of any Applicable Shares will be paid by Shareholder. (b) The obligation of Purchaser and Shareholder to consummate the purchase and sale of the Applicable Shares pursuant to Section 7.1(a) and this Article III will be subject to the satisfaction or waiver fulfillment of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Sectionfollowing conditions: 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date expiration or termination of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior waiting period applicable to the Closing Date;consummation of such transactions under the HSR Act and any other applicable antitrust laws; and (ii) At the effective time none of the Closingparties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of such transactions. (c) The obligations of Shareholder pursuant to this Article III shall also be subject to Purchaser not violating any of its material obligations under the Tender Agreement. Each of the parties will promptly make and will use all reasonable efforts to cause each of their respective affiliates to make, Premier shall issue shares all such filings and take all such actions as may be reasonably required in order to permit the lawful exercise of Premier Common Stock constituting the Stock Consideration Purchase Option, as promptly as possible. The date of any Closing may be extended, if required, to the Seller as directed by next business day following (1) the Seller in writing prior date that any applicable waiting period(s) under the HSR Act and any other applicable antitrust laws shall have expired or been earlier terminated, (2) the date that all other necessary governmental approvals for the sale of the Shares for which the Purchase Option shall have been exercised shall have been obtained, and (3) the satisfaction of any other condition to the Closing Date; (iii) At under the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Tender Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V..

Closing. (ai) Unless If after giving effect to the provisions of this Purchase Agreement Section 9, the Demand Offerees shall have been terminated agreed to purchase all (and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(anot less than all) and subject to the satisfaction or waiver of the conditions set forth in Article VDemanding 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 closing case may be (the "Section 9 Notice") to the Demanding Stockholder and the consummation of such purchase shall take place pursuant to this Section 9(c). (ii) Unless otherwise agreed to by the parties, the consummation of any disposition of the Demanding Stockholder's Common Stock (the "Section 9 Closing") of the transactions contemplated ------- by Section 2.1 will to each Demand Offeree pursuant to this Section 9 shall take place on the earlier of (i) the second at Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ within 3 Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, Days after the date of the Closing being referred to herein as Section 9 Notice. At the "Closing Date"). ------------ (i) Premier Section 9 Closing, each Demand Offeree shall pay deliver a certified or cause to be paid the aggregate Cash Consideration to bank cashier's check or for the account of the Seller payment by wire transfer to such bank account (of federal funds in the "Designated Bank Account") as the Seller shall designate in writing prior appropriate amount to the Closing Date; (ii) At Demanding Stockholder against the effective time simultaneous delivery of certificates representing the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller being purchased, duly endorsed and in proper form for transfer, free and clear of all liens, claims and encumbrances, except as directed provided by the Seller in writing prior to the Closing Date;this Agreement. (iii) At the effective time The obligation of the Closingparties hereto to consummate the closing of any of the sales of Common Stock shall be subject to (A) the expiration or termination of any applicable waiting periods under the HSR Act, Premier shall issue and (B) no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining the warrants constituting the Warrant Consideration (consummation of any such transaction then being in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date;effect. (iv) The parties 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 execute and delivernot 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 Registration Rights Agreement; (v) The Seller consummation of any such transaction shall deliver or cause be in effect, in any case, as of the date specified in this Section 9 for the consummation of such transaction, such date shall be deemed to be delivered 3 Business Days following the latest to Premier occur of (x) the expiration or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all termination of the Securities owned by waiting period, (y) the Seller free and clear expiration or termination of any Lien such order or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actionsinjunction, and (z) the receipt of such material approvals; provided, however, that the closing for such transaction shall execute and deliver such other instruments or documents, as shall not be required under Article V.delayed more than 60 days after the date specified in this Section 9.

Closing. (ai) If after giving effect to the provisions of this Section 2, the Offerees shall have agreed to purchase all (and not less than all) of the Seller's Common Stock proposed to be Transferred, each 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 "Purchase Notice") to the Seller and the consummation of such purchases shall take place pursuant to this Section 2(b), unless the Seller elects not to consummate such transaction by written notice to the Offerees. Such election by Seller not to consummate may be made at any time prior to a sale. (ii) Unless this Purchase Agreement shall have been terminated and otherwise agreed to by the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to parties, the satisfaction or waiver consummation of any disposition of the conditions set forth in Article V, the closing Seller's Common Stock (the "Closing") of the transactions contemplated ------- by Section 2.1 will to each Offeree pursuant to this Section 2 shall take place on the earlier of (i) the second at Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ within 3 Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, Days after the date of the Closing being referred to herein as Purchase Notice. At the "Closing Date"). ------------ (i) Premier Closing, each Offeree shall pay deliver a certified or cause to be paid the aggregate Cash Consideration to bank cashier's check or for the account of the Seller payment by wire transfer to such bank account (of federal funds in the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration appropriate amount to the Seller against the simultaneous delivery of certificates representing the Common Stock being purchased, duly endorsed and in proper form for transfer, free and clear of all liens, claims and encumbrances, except as directed provided by the Seller in writing prior to the Closing Date;this Agreement. (iii) At the effective time The obligation of the Closingparties hereto to consummate the closing of any of the sales of Common Stock shall be subject to (A) the expiration or termination of any applicable waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, Premier shall issue as amended (the warrants constituting "HSR Act"), and (B) no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining the Warrant Consideration (consummation of any such transaction then being in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date;effect. (iv) The parties 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 2 shall execute and delivernot 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 Registration Rights Agreement; (v) The Seller consummation of any such transaction shall deliver or cause be in effect, in any case, as of the date specified in this Section 2 for the consummation of such transaction, such date shall be deemed to be delivered 3 Business Days following the latest to Premier occur of (x) the expiration or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all termination of the Securities owned by waiting period, (y) the Seller free and clear expiration or termination of any Lien such order or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actionsinjunction, and (z) the receipt of such material approvals; provided, however, that the closing for such transaction shall execute and deliver such other instruments or documents, as shall not be required under Article V.delayed more than 60 days after the date specified in this Section 2.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject Subject to the satisfaction (or waiver by the applicable parties) of the conditions set forth in Article VSection 4.1 below, the closing of the Transactions (the "“Closing"”) of the transactions contemplated ------- shall occur on _____, __, 2024, or such later date as mutually agreed in writing by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree hereto (in either event, the date of the Closing being referred to herein as the "“Closing Date"”). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iiia) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller each Holder shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably requestthe Company all right, including certificates for all Securities to evidence the transfer to Premier of good title and marketable title interest in and to all of the Securities owned by the Seller its Purchased Notes (and no other consideration) free and clear of any Lien mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or Restriction other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Purchased Notes free and clear of any Liens, and (b) the Company shall deliver or cause to be delivered to each Holder the Cash Consideration specified for such Holder on such Securities (other than any Lien or Restriction imposed Exhibit A hereto, as specified on, and pursuant to the terms wire instructions provided by, each Holder on, Exhibit B hereto, which wire instructions shall be provided no less than three (3) Business Days prior to the Closing Date. The exchange of the Purchased Notes for the Cash Consideration shall occur in accordance with the procedures set forth in Exhibit B hereto (the “Purchase Procedures”); provided, that no delivery of the Cash Consideration will be made until the Purchased Notes have been received for purchase in accordance with the Purchase Procedures and no accrued interest will be payable by reason of any delay in making such delivery. For the avoidance of doubt, in the event of any delay in the Closing, the Company will not make any separate cash payment pursuant to this Purchase Agreement or in respect of interest, if any, accrued and unpaid from and after the Warrant AgreementClosing Date for the Purchased Notes. Instead, such amounts will be deemed to be paid by the purchase by the Company of the Purchased Notes for the Cash Consideration. Delivery of the Purchased Notes shall be effected via one-sided Deposit/Withdrawal at Custodian (DWAC) or pursuant to the applicable federal or state securities laws, and instructions set forth in Exhibit B hereto (vi) Each party shall take it being understood that posting such other actionsrequest on any date before the Closing Date will result in such request expiring unaccepted at the close of business on such date, and shall execute such Holder will need to repost such withdrawal request on the Closing Date). All questions as to the form of all documents and deliver such other instruments or documentsthe validity and acceptance of the Purchased Notes will be determined by the Company, as in its sole discretion, which determination shall be required under Article V.final and binding.

Closing. Subject to the terms and conditions of this Agreement, the closing of the Mergers (athe “Closing”) Unless this Purchase Agreement shall take place electronically through the exchange of documents via e-mail or facsimile on the date which is three (3) Business Days after the date on which all conditions set forth in Article IX shall have been terminated and satisfied or waived (other than those conditions that by their terms are to be satisfied at the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and Closing, but subject to the satisfaction or waiver thereof) or such other time and place as Acquiror, the Holdco and SOC may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” Subject to the satisfaction or waiver of all of the conditions set forth in Article VIX of this Agreement, the closing and provided this Agreement has not theretofore been terminated pursuant to its terms, (the "Closing"a) of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At , Acquiror shall cause the effective time Holdco Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the ClosingState of Delaware as provided in applicable provisions of the DGCL and the Delaware Limited Liability Company Act, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to and (b) on the Closing Date; (iii) At , Acquiror shall cause the effective time SOC Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (State of Delaware as provided in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all applicable provisions of the Securities owned by DGCL and filed with the Seller free Secretary of State of the State of Texas as provided in applicable provisions of the Texas Business Organizations Code (provided that SOC and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party Acquiror shall take such other actionsactions as may be necessary to cause the SOC Certificate of Merger not to take effect until immediately following the Holdco Effective Time). At the Effective Time, Acquiror shall be renamed “Sable Offshore Corp.” as provided in the Acquiror Charter and shall execute trade publicly on the NYSE under a new ticker symbol mutually selected by Acquiror, the Holdco and deliver such other instruments or documents, as shall be required under Article V.SOC.

Closing. Subject to the satisfaction of the conditions described in Section 10.1 above, the closing of the transactions contemplated herein and the transfer of the Assets (“Closing”) shall occur on May 15, 2013 at the offices of ▇▇▇▇▇ Lord LLP, located at ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., local time, or on such other date or time, or at such other place, as Seller and Buyer may agree in writing (the “Closing Date”). At Closing, the following shall occur: (a) Unless Buyer and Seller shall execute, acknowledge and deliver the Assignment and, assuming that applicable consents to assign or obtained prior to Closing, the Deed in the form of Exhibit “C-2”, and the Assignment of Midland Office Lease in the form of Exhibit “C-3”. (b) Buyer and Seller shall execute and acknowledge, if appropriate, any such other assignments, bills of sale, deeds, or other instruments as are reasonably necessary to effectuate the transfer, sale or conveyance of the Assets to Buyer, including without limitation and to the extent required, separate assignments of the Assets on officially approved forms in sufficient counterparts to satisfy applicable statutory and regulatory requirements for the transfer of the Assets. (c) Seller and Buyer shall execute and deliver at Closing the requisite number of change of operator forms or other designation of operator forms and any other necessary forms as may be required by any Governmental Authority. (d) At the Closing, upon and against delivery of the Assignment and other instruments described in this Section 10.2, Buyer shall pay the Adjusted Purchase Price, less the Deposit and any interest and earnings thereon, to Seller by bank wire, as designated in advance by Seller under Section 2.2. (e) On or before Closing, Seller shall, where Buyer is to become operator, supply Buyer with an appropriate governmental form as required by the Governmental Authority, board or commission having jurisdiction and authority to change the name of operator from Seller to Buyer, for each Seller-operated Well (whether dry, inactive, injector or producing), Lease or any other well or facility or Personal Property, as may be required or defined by said agency, board or commission located on the premises that form a part of the subject matter of this Agreement. All such forms shall be executed by Buyer and/or Seller as may be required prior to or during Closing. Buyer shall be solely responsible for any fee as may be required by such Governmental Authority, board or commission and, at the parties’ option, shall either deliver its check payable to the Governmental Authority, board or commission to Seller at Closing or credit this fee amount to Seller in the Final Settlement Statement. Seller shall mail the completed form and fee to the proper Governmental Authority, board or commission after Closing. (f) Buyer and Seller shall execute and deliver to Buyer letters-in-lieu or transfer orders, and immediately after Closing, Seller shall prepare and execute and Buyer shall send notifications to all pertinent operators, non-operators, oil or gas purchasers, and governmental agencies that Buyer has purchased the Assets, and the Effective Time of such acquisition. Buyer shall notify all royalty owners that Buyer has purchased the Assets, and the Effective Time of such acquisition (g) Seller shall deliver to Buyer a certificate pursuant to Internal Revenue Code Section 1445, in the form of Exhibit “E”, certifying that Seller is not a foreign person. (h) Seller shall execute and deliver a clearance certificate or similar document reasonably requested by the Buyer which may be required by any state or local taxing authority in order to relieve the Buyer of any obligation to withhold any portion of the Adjusted Purchase Price. (i) Buyer and Seller shall deliver the Transition Services Agreement and Marketing Letter (“Transition Services Agreement”) in the forms attached as Schedule 10.2(i), which such Transition Service Agreement shall have been terminated and executed, but not delivered, concurrently with the transactions herein contemplated execution of this Agreement, but shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "be delivered at Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------. (ij) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to Buyer Possession of the Assets; provided however, that any Records required for Seller’s performance of the Transition Services Agreement shall be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all within fifteen (15) days after termination of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Transition Services Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V..

Closing. (a) Unless this Purchase Agreement The consummation of the Acquisition (the “Closing”) shall have been terminated and take place at (i) 9:00 a.m., New York City time, as promptly as reasonably practicable following (but not later than) the transactions herein contemplated shall have been abandoned pursuant third (3rd) Business Day (or such shorter period of time as remains before 5:00 p.m., New York City time, on the Outside Date) after the satisfaction (or in the sole discretion of the applicable Party, waiver where applicable) of all of the conditions set forth in Article VIII (other than those conditions that by their nature are to Section 7.1(a) and be satisfied at Closing, but subject to the satisfaction or waiver of such conditions at Closing) or (ii) at such other date or time as may be mutually agreed to by Amazon and Danube in writing. The date on which the conditions set Closing actually occurs is hereinafter referred to as the “Closing Date.” Simultaneously with the Closing, those documents specified in Section 1.1(c)(iv)(A) shall be delivered at Danube’s registered office in Jersey and Danube shall cause that the register of members of Danube to be updated to show Amazon as the holder of all the Danube Shares. All actions to be taken, all documents to be delivered and all payments to be made at Closing shall be deemed to have been taken, delivered and made simultaneously and, except as provided by this Agreement, no actions shall be deemed taken, documents delivered or payments made until all have been taken, delivered and made. To the extent permitted by Law, a person may participate in the Closing remotely regardless of that person’s location, provided that the person can communicate to all other persons present any information required to be provided at Closing. (b) No later than three (3) Business Days prior to the Closing, and no more than ten (10) Business Days prior to the Closing, Danube shall in good faith prepare and deliver to Amazon a statement (the “Danube Closing Statement”) setting forth in Article Vreasonable detail Danube’s best estimates, prepared in accordance with the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier defined terms in this Agreement, of (i) the second Business Day following the date hereof and all Danube Leakage (“Estimated Leakage”), including Danube Transaction Expenses, (ii) such other datethe Permitted Dividends Shortfall, time if any, and place as (iii) the parties shall otherwise mutually agree (Payment Schedule; provided, however, that in either event, the date of event that Amazon notifies Danube prior to the Closing being referred that it disputes Danube’s estimates set forth in the Danube Closing Statement, then Danube shall consider such disputed items in good faith and, subject to herein any mutually agreed resolution of any such disputed items, shall modify the Danube Closing Statement and its component calculations as appropriate to reflect any agreed upon adjustments thereto. When delivering the "Danube Closing Date"). ------------Statement, Danube shall provide Amazon a reasonable level of supporting documentation for the Danube Closing Statement and the calculations therein and any additional information reasonably requested by Amazon and related thereto. (c) On or substantially concurrently with Closing: (i) Premier Amazon shall pay issue and deliver or pay, as applicable, or cause to be paid delivered or paid, as applicable, to each Seller the aggregate Cash Consideration to or for in accordance with the account of Payment Schedule. The “Consideration” shall consist of: (A) $1,982,133,400 in cash, plus the Seller by wire transfer to such bank account Permitted Dividends Shortfall minus the Estimated Leakage (the "Designated Bank Account"“Cash Consideration”); and (B) 65,611,831 Amazon Shares (the “Share Consideration”), each credited as fully paid and ranking pari passu in all respects with the existing Amazon Shares, including with respect to post-Closing dividend entitlement, and free of Liens (other than any restrictions imposed by applicable Law and securities exchanges) and pre-emptive rights; provided, however, that no fractional Amazon Shares will be issued as Share Consideration, and in lieu of any fraction of a share of Amazon Shares that would otherwise be issuable pursuant to this Agreement, such Seller shall designate be entitled to receive from Amazon an amount in writing cash (rounded down to the nearest whole cent) equal to the product of (a) such fraction and (b) the 20-Day VWAP prior to the Closing Date;. (ii) At Amazon shall deliver to Danube and Sellers: (A) a copy of the effective time certificate contemplated by Section 8.2(d) executed by Amazon; (B) a copy of the Registration Rights Agreement executed by Amazon; (C) copies of the Shareholder Agreements executed by Amazon; (D) a copy of the Lock-Up Agreement executed by Amazon; (E) copies of the Contribution-in-Kind Agreements executed by Amazon; (F) a copy of the executed application to the commercial register, including all schedules thereof, regarding (i) the issuance of Amazon Shares equal to the Share Consideration, to the extent such application has not already been delivered prior to the Closing, Premier shall issue shares and (ii) if the required shareholder approval of Premier Common Stock constituting the Stock Danube Director Appointment has been obtained, the Danube Director Appointment granting each Danube Director signing power; (G) a copy of the valid and binding resolution of the Amazon Board of Directors approving the registration of the Designated Sellers as owners of the Share Consideration with full voting rights (subject to compliance with the Seller Shareholder Agreements) in the share register; and (H) an excerpt from the share register of Amazon evidencing the Designated Sellers as directed by owners of the Seller in writing prior Share Consideration with full voting rights, subject to compliance with the Closing Date;Shareholder Agreements. (iii) At the effective time Danube shall deliver to Amazon: (A) a certified copy of resolutions or written consent of the ClosingDanube Board of Directors approving (i) the removal of such of the directors of Danube as Amazon may determine and the appointment of such persons as Amazon may nominate as directors of Danube, Premier shall issue (ii) the warrants constituting the Warrant Consideration (transfer by each Seller to Amazon of all of shares in the form attached hereto capital of Danube held by such Seller, (iii) the registration of Amazon as Exhibits "the holder of all of the Danube Shares and the updating of the register of members of Danube to record Amazon as the holder of all of the Danube Shares and (iv) the issue of a new share certificate in respect of all of the Danube Shares in the name of Amazon; (B" ) evidence that any regulatory requirements under Jersey law for Danube to update its register of members to record Amazon as the sole shareholder of Danube have been satisfied; (C) a copy of the certificate contemplated by Section 8.3(d) executed by Danube; (D) evidence of termination of all Terminated Interested Party Transactions; (E) original acceptance declarations of each Danube Director (Wahlannahmeerklärungen), together with duly legalized specimen signature sheets (Unterschriftenmuster) and "C"copies of a valid passport of each Danube Director; (F) with respect to each holder of Indebtedness set forth in Section 1.1(c)(iii)(F) of the Seller as directed by Danube Disclosure Letter (“Payoff Indebtedness”), customary payoff letter(s) (the Seller in writing “Payoff Letters”) (substantially final drafts of which will be delivered to Amazon at least three (3) Business Days prior to the Closing Date;Closing) from such holder with respect to the applicable Payoff Indebtedness (or a duly authorized agent or designee acting on such holder’s behalf) providing that, among other things, upon payment in full of the amounts indicated therein, all related Liens with respect to the assets of Danube and its Subsidiaries and guarantees of Danube and its Subsidiaries in each case related to such item of Payoff Indebtedness shall be terminated immediately upon such payoff with no further force and effect, and in each case together with customary lien release documentation relating to such item of Payoff Indebtedness and the return to Amazon or its designee of all possessory collateral by the holders of such item of Payoff Indebtedness (such lien release documentation and return of possessory collateral, collectively, the “Payoff Letter Ancillaries”), in each case in form and substance reasonably acceptable to Amazon; and (G) evidence of termination of the Danube Shareholders’ Agreement. (iv) The parties Each Seller, as applicable, shall execute deliver to Amazon: (A) share certificates in respect of the aggregate number of shares in the capital of Danube held by such Seller and deliver, a share transfer form (in such form as may be required by the Danube Governing Documents) duly executed by each Seller for the transfer of such Seller’s Danube Shares to Amazon; (B) a copy of the certificate contemplated by Section 8.3(e) executed by such Seller; (C) a copy of the Registration Rights AgreementAgreement executed by such Designated Seller; (vD) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all copies of the Securities owned Shareholder Agreements executed by the such Seller free and clear of any Lien or Restriction on such Securities (other than Seller B and Seller T); (E) a copy of the Lock-Up Agreement executed by Seller B; (F) a copy of such Seller’s Contribution-in-Kind Agreement executed by such Seller; (G) evidence of termination of all Terminated Interested Party Transactions in compliance with Section 7.20 to which such Seller or any Lien or Restriction imposed pursuant to the terms Affiliate of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, such Seller is party; and (viH) Each party shall take such other actionsduly completed and executed current copies of IRS Forms W-8 BEN, and shall execute and deliver such other instruments W-8 BEN-E, W-8 -EXP or documentsW-8 IMY, as shall be required applicable, for each Seller, any assignee under Article V.Section 10.13 or a Designated Affiliate pursuant to Section 7.15(j) and Section 7.15(j) of the Amazon Disclosure Letter.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject Subject to the satisfaction or waiver of the conditions set forth in Article VSection V(B), on or before the sixtieth (60th) day after Optionee gives Optionor Notice of the exercise of the Option, the closing parties shall perform as follows (the "Closing") of the transactions contemplated ------- by Section): 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date")1. ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller Optionor shall deliver or cause to be delivered the following: a) The Deed to Premier Escrow for recordation in the property records of ▇▇▇▇▇ County, with subsequent delivery to Optionee; b) An affidavit as required by the Foreign Investment Real Property Tax Act, Internal Revenue Code Section1445 ("FIRPTA"), to Escrow; c) An assignment, if applicable, by Optionor to Optionee of all rights to additional compensation and all rights in or its designee such documents as Premier may reasonably request, including certificates for to any abandoned or vacated portion of the Property which is the subject of any condemnation proceeding; this assignment of all Securities to evidence the transfer to Premier of good and marketable title Optionor's rights in and to all any additional compensation beyond any condemnation award, and any portion of the Securities owned by Property that, after the Seller free Closing, is abandoned or vacated, shall be recorded in the public records, at Closing, if applicable, and clear such obligations as set forth in this paragraph shall survive the Closing indefinitely irrespective of any Lien other limitation of liability contained herein or Restriction on such Securities in law or equity.; and d) To Optionee or Title Company, as applicable, any other documents, fully executed, as are customarily executed in the State of Nevada in connection with the conveyance of real property, including all required closing statements, releases, affidavits and any other instrument that the parties may agree to in good faith; e) Exclusive possession of the Property. 2. Optionee shall deliver or cause to be delivered the following: a) The Purchase Price, subject to the Prorations (other than any Lien or Restriction imposed as defined in Section V.D. below), for disbursement pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, Optionor's instructions; and (vib) Each party shall take such To Optionor or Title Company, as applicable, any other actions, and shall execute and deliver such other instruments or documents, fully executed, as shall be are customarily executed in the State of Nevada in connection with the conveyance of real property, including all required under Article V.closing statements, releases, affidavits and any other instrument that the parties may agree to in good faith.

Closing. (a) Unless this Purchase Agreement The closing of the sale and purchase of the Membership Interests hereunder (the “Closing”) shall have been terminated and take place at the transactions herein contemplated offices of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ (or such other place as the parties may agree), on a date to be mutually agreed upon by the parties, which shall have been abandoned pursuant to Section 7.1(a) and subject to be no later than the third Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article V, VII of this Agreement (other than conditions that by their terms are to be satisfied as of the closing Closing) (the "Closing") “Closing Condition Satisfaction Date”); provided, however, that notwithstanding the satisfaction or waiver of the transactions contemplated ------- last to be satisfied or waived of the conditions set forth in Article VII of this Agreement (other than conditions that by Section 2.1 will take place on their terms are to be satisfied as of the earlier of (i) Closing), Purchaser may elect from time to time, upon written notice received by Parent no later than two Business Days prior to the second latest date that the Closing otherwise would be required to occur, to defer the Closing to a date that is no later than 30 days after the third Business Day following the Closing Condition Satisfaction Date. The date hereof and (ii) such other date, time and place on which the Closing shall occur is referred to in this Agreement as the parties “Closing Date.” The Closing shall otherwise mutually agree (in either eventbe deemed to have occurred at 12:01 a.m. on the Closing Date, such that Purchaser shall be deemed the date owner of the Closing being referred to herein as Membership Interests on and after the "Closing Date"). ------------. (b) In addition to any other documents to be delivered or actions to be taken under other provisions of this Agreement, at the Closing, Parent or Holdings, as applicable, shall deliver, or cause to be delivered, to Purchaser each of the following documents (the “Closing Deliverables”): (i) Premier shall pay or cause to be paid an amended and restated Cumberland Lease substantially in the aggregate Cash Consideration to or for the account of the Seller form attached hereto as Exhibit B executed by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Dateeach party thereto; (ii) At amended and restated Generating Plant Easements substantially in the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller form attached hereto as directed Exhibit C executed by the Seller in writing prior to the Closing Dateeach party thereto; (iii) At an amended Pipeline Agreement substantially in the effective time of form attached hereto as Exhibit D executed by each party thereto; (iv) an amended Pipeline O&M Agreement substantially in the Closing, Premier shall issue form attached hereto as Exhibit E executed by each party thereto; (v) the warrants constituting Transition Services Agreement executed by Parent and Holdings or their relevant Affiliates substantially in the Warrant Consideration form attached hereto as Exhibit H (the “Transition Services Agreement”); (vi) the ACE Tax Exempt Bond Agreement and the DPL Tax Exempt Bond Agreement substantially in the form attached hereto as Exhibits "B" J-1 and "C"J-2, respectively, executed by each party thereto; (vii) to the Seller Deepwater Easement executed by each party thereto; (viii) the Amended and Restated Hay Road and Edge Moor Easement executed by each party thereto; (ix) a written notice of resignation from each of the officers and directors of each of the Companies which shall be effective as directed by the Seller in writing prior to of the Closing Date; (ivx) The parties all Books and Records which are not located at any of the Generating Plant sites and which Parent and Holdings can reasonably deliver to Purchaser at or prior to the Closing; provided, however, that (A) any Books and Records not delivered to Purchaser at or prior to the Closing shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered by Parent and Holdings as promptly as practicable following the Closing and (B) subject to Premier or its designee such documents as Premier may reasonably requestSection 6.19, including certificates for all Securities Parent shall be entitled to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear retain copies of any Lien Books and Records relating to the business, assets or Restriction on such Securities operations (1) of Parent or any of its Affiliates (other than any Lien or Restriction imposed pursuant the Companies) and (2) of the Companies to the terms extent required of this Purchase Agreement Parent or any of its Affiliates (other than the Warrant AgreementCompanies) to comply with obligations of Parent or any of its Affiliates (other than the applicable federal or state securities laws, Companies) arising after the Closing pertaining to matters prior to the Closing; and (vixi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be documents reasonably required under Article V.by Purchaser to consummate the transactions contemplated hereby.

Closing. (a) Unless this Purchase Agreement At or before Closing, the following events shall have been terminated occur and the transactions herein contemplated parties hereto shall have been abandoned pursuant to Section 7.1(aexecute, acknowledge (if necessary), or cause the execution and acknowledgement (if necessary) of, and subject to the satisfaction or waiver of the conditions set forth in Article Vexchange, as applicable, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------items: (i) Premier Surviving Entity shall pay or cause to be paid execute, acknowledge and deliver the aggregate Cash Consideration to or for Certificate of Merger in the account form as set forth on Exhibit B and file the Certificate of Merger with the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing DateDelaware Secretary of State; (ii) At KMG and W&T shall execute and deliver a Preliminary Settlement Statement (as described in Section 2.2 hereof) that shall set forth the effective time of Base Merger Consideration, each adjustment to be made thereto in accordance with this Agreement, and the resulting amount to be wire transferred to KMG at Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At KMG shall deliver to W&T a certificate stating that the effective time representations of the ClosingKMG and KMG Sub contained in Article 3 hereof are, Premier shall issue the warrants constituting the Warrant Consideration (taken as a whole, true and accurate in the form attached hereto all material respects as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to of the Closing Date; (iv) KMG shall deliver to W&T certificates of good standing for KMG Sub, from the states of Louisiana and Texas; (v) W&T shall deliver to KMG a certificate stating that the representations of W&T and Merger Sub contained in Article 3 hereof are, taken as a whole, true and accurate in all material respects as of the Closing Date; (vi) W&T shall deliver to KMG cash by wire transfer in the amount of the adjusted Base Merger Consideration, as detailed in the Preliminary Settlement Statement, to an account designated by KMG; (vii) KMG and KMG Sub shall each execute and deliver a Nonforeign Affidavit in the form of Exhibit D; (viii) W&T shall furnish KMG with Certificate(s) of Insurance confirming the existence of the insurance coverages pursuant to Section 6.2.5; (ix) W&T and KMG shall each furnish to the other a certified resolution or secretary’s certificate of such company evidencing the authority of such company and W&T and KMG, respectively, to enter into this Agreement and close the transaction contemplated hereby in a form and having content satisfactory to the other party; (x) W&T shall provide to KMG evidence of its purchase of any and all bonds, supplemental bonds or other securities on behalf of Surviving Entity that may be required of it pursuant to applicable governmental regulations, to maintain its qualification to hold title to and/or operate federal oil, gas and mineral leases after the Closing Date; (xi) KMG and KMG Sub shall settle any intercompany accounts between such parties; (xii) The parties shall execute and deliverdeliver any other appropriate instruments necessary to effect and support the merger transaction contemplated in this Agreement, including, without limitation, any documentation necessary to effectuate the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier Merger in accordance with requirements of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, governmental regulations; and (vixiii) Each party W&T shall take such deliver to KMG or MMS, at KMG’s election, an executed indemnification agreement with U.S. Specialty Insurance Company, or other actionsreputable bonding company mutually acceptable to KMG and W&T, and shall execute and deliver such other instruments or documents, as shall be required under Article V.for the transfer of MMS bonds from KMG to W&T.

Closing. (a) Unless this Purchase Agreement shall have been terminated At the Closing, the Stockholder will deliver to BMC a certificate or certificates representing the Option Shares being purchased, duly endorsed for transfer or accompanied by appropriate stock powers duly executed in blank, and BMC will pay the purchase price in immediately available funds by wire transfer to an account designated by the Stockholder. Transfer taxes, if any, imposed as a result of the exercise of the Option and the transactions herein contemplated shall have been abandoned transfer of any Option Shares will be paid by the Stockholder. (b) The obligations of BMC and the Stockholder to consummate the purchase and sale of the Option Shares pursuant to Section 7.1(a) and this Article I will be subject to the satisfaction or waiver fulfillment of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------conditions: (i) Premier shall pay The expiration or cause to be paid the aggregate Cash Consideration to or for the account termination of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior waiting period applicable to the Closing Date;consummation of such transactions under the HSR Act; and (ii) At the effective time Neither of the Closingparties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of such transactions. Each of the parties will promptly make and will use all reasonable efforts to cause each of their respective affiliates to make, Premier shall issue shares all such filings and take all such actions as may be reasonably required in order to permit the lawful exercise of Premier Common Stock constituting the Stock Consideration Option, as promptly as possible. The date of any Closing may be extended, if required, to the Seller as directed by next business day following (1) the Seller in writing prior date that any applicable waiting period under the HSR Act shall have expired or been earlier terminated (but not beyond sixty (60) days after such date of Closing unless BGS shall not have complied with its obligations under the Reorganization Agreement with respect thereto), (2) the date that all other necessary governmental approvals for the sale of the Option Shares for which the Option shall have been exercised shall have been obtained, and (3) the satisfaction of any other condition to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of ; provided that any Lien or Restriction on such Securities (other than any Lien or Restriction imposed delay pursuant to the terms of this Purchase Agreement or the Warrant Agreementclauses (2) or the applicable federal or state securities laws, and (vi3) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.not exceed 10 business days.

Closing. The closing hereunder shall occur upon (x) termination of the Commitments (as defined in the Credit Agreement referred to below in this clause (x)) under the Credit Agreement dated as of November 15, 1996 among the Borrower, ACE Insurance, CODA, the banks listed therein and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as administrative agent, and payment in full of all amounts owing thereunder to any of such banks or such administrative agent and (y) receipt by the Administrative Agent of the following documents, each dated the Closing Date unless otherwise indicated: (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or a duly executed Note for the account of each Bank dated on or before the Seller by wire transfer Closing Date complying with the provisions of Section 2.05; (b) an opinion of ▇▇▇▇▇▇ and Calder, counsel for the Borrower, substantially in the form of Exhibit E hereto and covering such additional matters relating to such bank account (the "Designated Bank Account") transactions contemplated hereby as the Seller Required Banks may reasonably request; (c) an opinion of ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, special Bermuda counsel for the Guarantors, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (d) an opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, New York counsel for the Borrower and the Guarantors, substantially in the form of Exhibit G hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (e) an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special United States counsel for the Agents, substantially in the form of Exhibit H hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (f) a letter from CT System in New York, New York, substantially in the form of Exhibit J hereto, evidencing CT System's agreement to act as agent for service of process for the Obligors pursuant to Section 10.10(b); and (g) all documents the Administrative Agent may reasonably request relating to the existence of the Borrower and the Guarantors, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall designate in writing prior to promptly notify the Borrower and the Banks of the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as notice shall be required under Article V.conclusive and binding on all parties hereto.

Closing. (a) Unless The Closing of this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing hereby (the "Closing") of the transactions contemplated ------- by Section 2.1 will shall take place on the earlier of at a date and time (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date")) and place to be mutually agreed upon by the parties hereto, and shall be subject to the provisions of Article X of this Agreement. ------------At the Closing: (ia) Premier Biophan shall pay or cause deliver to be paid the aggregate Cash Consideration to or for the account ITI stock certificates representing 100% of the Seller by wire transfer issued and outstanding shares of Antisense capital stock, duly endorsed, so as to such bank account (make ITI the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Datesole holder thereof, free and clear of all claims and encumbrances; (iib) At the effective time of the Closing, Premier ITI shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably requestAntisense, including certificates for all Securities to evidence an interest free loan in the transfer to Premier sum of good $175,000, and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant ITI agrees to the terms further commitment to arrange for funding of an additional $325,000 as follows: $175,000 on or before the second anniversary of this Purchase Agreement and $150,000 on or before the Warrant third anniversary of this Agreement. (c) In consideration for shares of Antisense being acquired, ITI shall deliver to Biophan stock certificates representing an aggregate of 10,759,101 shares of ITI common stock, which certificates shall bear a standard restrictive legend in the form customarily used with restricted securities and as set forth in Section 1.2(c) above; (d) In consideration for the commitment for $325,000 in additional future funding, ITI shall deliver to those persons designated by ITI, stock certificates representing an aggregate of 10,759,101 shares of ITI common stock, which certificates shall bear a standard restrictive legend in the form customarily used with restricted securities and as set forth in Section 1.2(c) above; (e) ITI shall deliver an Officer's Certificate as described in Sections 9.1, 9.2 and 9.4 hereof, dated the Closing Date, that all representations, warranties, covenants and conditions set forth herein by ITI are true and correct as of, or have been fully performed and complied with by, the applicable federal or state securities laws, Closing Date; and (vif) Each party Biophan and Antisense shall take such other actionsdeliver an Officer's Certificates as described in Sections 8.1, 8.2 and shall execute 8.4 hereof, dated the Closing Date, that all representations, warranties, covenants and deliver such other instruments conditions set forth herein by Biophan and Antisense are true and correct as of, or documentshave been fully performed and complied with by, as shall be required under Article V.the Closing Date;

Closing. (a) Unless this Purchase Agreement shall have been terminated in accordance with Article 9 hereof, the closing of the Merger (the "Closing") will take place at the offices of ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ on a date and at a time to be mutually agreed upon by the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(aParties, but in no event later than the third (3rd) and subject to the satisfaction or waiver of Business Day after all the conditions set forth in Article V8 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the closing satisfaction or valid waiver of such conditions) shall have been satisfied or validly waived by the Party entitled to the benefit of such condition (the "Closing") subject to applicable Law), unless such date is extended by mutual agreement of the transactions Parties; provided, however, that Company shall be entitled, by written notice to Parent no later than one (1) Business Day prior to the date the Closing would otherwise be required to occur, and which written notice certifies that Company is postponing the Closing in order to consummate a BTC Sale Transaction or a BTC Spinoff, as the case may be and as was elected by Company pursuant to Section 2.8, to postpone the Closing to a later date specified by Company in the notice (except that in no event shall such date be later than February 28, 2020); provided further that if Company shall have previously postponed the Closing pursuant to this sentence, Company shall be entitled to further postpone the Closing to a date later than the date specified by Company in such prior notice (except that in no event shall such date be later than February 28, 2020) by providing written notice to Parent no later than one (1) Business Day prior to the date the Closing would otherwise be required to occur certifying that Company is postponing the Closing in order to consummate a BTC Sale Transaction or a BTC Spinoff, as the case may be and as was elected by Company pursuant to Section 2.8; and provided further that if, pursuant to Section 2.8, (x) Company elected a BTC Sale Transaction and at the contemplated ------- by Section 2.1 will take place on the earlier closing of (isuch BTC Sale Transaction in accordance with Section 2.8(e)(v) the second Business Day following the date hereof purchaser in such BTC Sale Transaction fails to close such BTC Sale Transaction, or (y) Company elected either a BTC Sale Transaction or a BTC Spinoff and (ii) such other dateon February 28, time and place 2020 a BTC Sale Transaction or a BTC Spinoff, as the parties shall otherwise mutually agree (case may be, has not been consummated, then in either eventcase the Closing shall automatically be postponed until such date mutually agreed by the Parties (except in no event shall such date be later than March 31, 2020), and the Parties shall engage in an Alternative Transaction (and any prior notice by Company pursuant to Section 2.8(a) shall be deemed to be validly revoked and Company shall be deemed to have elected an Alternative Transaction pursuant to Section 2.8(a)(ii) and Parent shall be deemed to have received written notice thereof). The actual date of the Closing being shall be referred to herein as the "Closing Date."). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.

Closing. The closing of the sale of the Property to Buyer and consummation of the transaction(s) contemplated by this Contract (“Closing”) shall take place at the offices of the Title Company in Sunnyvale, Texas on the date (“Closing Date”) no later than ten (10) days after the expiration of the Feasibility Period unless such date is changed in writing by Seller and Buyer. However, notwithstanding anything in this Contract to the contrary, the Closing will be on or before April 30, 2025, unless Seller and Buyer agree to extend the Closing in writing. (a) Unless this Purchase Agreement At the Closing, Seller shall have been terminated deliver to Buyer, at ▇▇▇▇▇’s sole cost and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article Vexpense, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------following: (i) Premier shall pay or cause a duly executed and acknowledged Special Warranty Deed (“Deed”) in substantially the same form as shown on Exhibit “A” attached hereto and made a part hereof, conveying good and indefeasible title in fee simple to be paid the aggregate Cash Consideration to or Property, free and clear of any and all liens, encumbrances, easements, and assessments, except for the account of the Seller Permitted Exceptions (hereinafter defined) and any others approved by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate Buyer in writing prior to the Closing Datewriting; (ii) At the effective time possession of the ClosingProperty, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration upon funding, and subject to the Seller as directed by the Seller in writing prior to the Closing DatePermitted Exceptions existing at Closing; (iii) At the effective time a non-foreign affidavit as permitted by Section 1445 of the ClosingInternal Revenue Code of 1986, Premier shall issue as amended, and the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Dateregulations promulgated thereunder; (iv) The parties shall execute evidence of Seller’s capacity and deliver, authority for the Registration Rights Agreementclosing of this transaction as may be reasonably required by the Title Company; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such other documents as Premier may be reasonably requestrequired to close this transaction, including certificates duly executed by ▇▇▇▇▇▇. (b) At the Closing, Buyer shall perform and deliver to Seller, at ▇▇▇▇▇’s sole cost and expense, the following: (i) the Sales Price in Immediately Available Funds; (ii) evidence of ▇▇▇▇▇’s capacity and authority for all Securities to evidence the transfer to Premier of good and marketable title in and to all closing of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, transaction contemplated herein; and (viiii) Each party shall take such other actionsdocuments as may be reasonably required to close this transaction duly executed by ▇▇▇▇▇. (c) Seller shall pay all other closing costs, including without limitation, the cost of an owner policy of title insurance, any new or updated survey, recording fees, tax certificate fees, and shall execute all escrow fees and deliver such other instruments title charges. (d) All ad valorem real estate taxes and assessments levied or documentsassessed against the Property (including, as without limitation, any rollback taxes) shall be required under Article V.prorated according to the calendar year as of the Closing Date, based on the most recent tax bill for the Property. Such prorations shall be adjusted after Closing, based upon the actual tax bill. This Section 5(e) shall survive Closing.

Closing. (a) Unless Subject to the terms and conditions of this Purchase Agreement, the sale and purchase of the Shares and the Purchased Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall have been terminated and take place at a closing (the transactions herein contemplated shall have been abandoned pursuant “Closing”) to Section 7.1(a) and subject be held immediately prior to the consummation of the Merger at the offices of Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m., New York time, on the second Business Day following the satisfaction or waiver of the conditions to the obligations of the parties hereto set forth in Article VVIII, or at such other place or at such other time or on such other date as Guidant and Abbott may mutually agree upon in writing; provided, however, that if the closing (the "Closing") approvals described on Schedule 2.06 required in one or more of the transactions contemplated ------- by Section 2.1 will take place jurisdictions listed on Schedule 2.06 (“Required Consent Jurisdictions”) have not been obtained at the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier then the parties shall issue shares of Premier Common Stock constituting defer the Stock Consideration Closing solely with respect to the Seller Shares or Purchased Assets related to such Required Consent Jurisdictions as directed by described on Schedule 2.06 (each, a “Deferred Local Closing”). In such event, (a) the Seller legal interest in writing prior and to the relevant Shares or Purchased Assets shall not be assigned, transferred or conveyed to the applicable Purchaser unless and until the Deferred Local Closing Date; occurs, (iiib) to the extent permitted under applicable Law, the applicable Purchaser shall acquire a beneficial interest in and to the relevant Shares or Purchased Assets at the Closing (including all cash and cash equivalents generated with respect thereto), (c) until the Deferred Local Closing occurs, Guidant and its Affiliates shall conduct the Business in the Required Consent Jurisdictions for the benefit and at the expense of Abbott, and (d) Guidant and its Affiliates shall not integrate the Excluded Assets in the Required Consent Jurisdictions with the businesses of Boston Scientific or its Affiliates until such time as the Deferred Local Closing has occurred. The Deferred Local Closing shall occur no later than three Business Days following receipt of the necessary consents and the expiration of all mandatory waiting periods, or at such time as the parties may mutually agree upon in writing. At Guidant’s election, Abbott or the effective time applicable Purchaser shall either (i) deliver, on the date of the Closing, Premier shall issue the warrants constituting portion of the Warrant Consideration (in Initial Purchase Price allocated to the form attached hereto as Exhibits "B" Shares and "C"the Purchased Assets related to each Deferred Local Closing pursuant to Section 2.04(b) to the Seller as directed a third-party trust account maintained by the Seller in writing an escrow agent (to be mutually agreed by Abbott and Guidant prior to the Closing Date; (iv) The parties Closing), which portions shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause be released to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) Guidant or the applicable federal Seller on the date of the applicable Deferred Local Closing, or state securities laws(ii) pay to Guidant or the applicable Seller the portion of the Initial Purchase Price allocated to the Shares and the Purchased Assets related to each Deferred Local Closing pursuant to Section 2.04(b) on the date of such Deferred Local Closing. Guidant shall notify Abbott in writing of its election at least 10 days prior to the Closing. Solely with respect to each Deferred Local Closing, and the conditions set forth in each of Sections 8.01(b) and (vic) Each party shall take and 8.02(b) and (c) must be satisfied at or prior to such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.Deferred Local Closing instead of the Closing.

Closing. The closing of the Mergers (athe “Closing”) Unless this Purchase Agreement shall have been terminated and occur on the transactions herein contemplated shall have been abandoned pursuant third (3rd) Business Day after all of the conditions set forth in Article VII (other than those conditions that by their terms are required to Section 7.1(a) and be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions) shall have been satisfied or waived by the party entitled to the benefit of the same or at such other time and date as shall be agreed upon by the parties; provided, however, that notwithstanding the satisfaction of all of the conditions set forth in Article VVII (other than those conditions that by their terms are required to be satisfied or waived at the Closing), in no event shall Parent, the closing (Parent Operating Partnership or Merger Sub be required to consummate the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on Mergers until the earlier of (i) the second date that is five (5) Business Days after all of the consents and approvals of Third Parties set forth in Section 2.2 of the Company Disclosure Letter have been obtained and (ii) subject to the following proviso, October 31, 2013; provided that if as of October 31, 2013 any such consents or approvals have not been obtained, in no event shall Parent, the Parent Operating Partnership or Merger Sub be required to consummate the Mergers until December 2, 2013, it being understood that if any such consents or approvals are not obtained as of December 2, 2013, Parent, the Parent Operating Partnership and Merger Sub shall be required to consummate the Closing on December 2, 2013. In the event that the Closing is delayed pursuant to either of the foregoing provisos, if Parent, the Parent Operating Partnership and Merger Sub are prepared to consummate the Mergers prior to October 31, 2013 or December 2, 2013, as applicable, Parent shall deliver written notice to the Company stating that it is prepared to consummate the Closing and the Closing shall occur on the third (3rd) Business Day following the delivery of such notice. The date hereof and (ii) on which the Closing occurs is referred to in this Agreement as the “Closing Date”. The Closing shall take place at the offices of Proskauer Rose LLP, Eleven Times Square, New York, New York, 10036, or at such other date, time and place as agreed to by the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.hereto.

Closing. (a) Unless this Purchase Agreement shall have been terminated and The closing of the transactions herein contemplated by this Agreement (the “Closing”) shall have been abandoned pursuant to Section 7.1(atake place at the offices of Blank Rome LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, no later than two (2) and subject to business days after the satisfaction or waiver of the conditions set forth in Article VVI, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) or at such other date, time and place and on such other date as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as Buyer and the Seller shall designate in writing prior agree (the “Closing Date”), provided, that Buyer may, by written notice to Seller, delay the Closing Date;Date until the earlier to occur of November 30, 2012 and three (3) business days after closing (and actual receipt of the proceeds) of its next financing (and Buyer agrees to use all reasonable efforts to close such financing promptly, notify Parent promptly of any material developments with respect to such financing, including without limitation, of the closing thereof, and provide Parent with such information as to such financing as Parent shall reasonably request), provided, further, that if Buyer reasonably requires more time to complete such financing, Seller agrees that Buyer may, by written notice to Seller, delay the Closing Date until the earlier to occur of December 28, 2012 and the closing of such financing (it being agreed, however, that in such circumstance, if any Closing condition set forth in Sections 6.2(a)(ii), (b) or (d) above were satisfied on and as of November 30, 2012, such Closing conditions shall automatically be deemed satisfied thereafter). At the Closing: (iia) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier Buyer the following: (i) the certificates described in Sections 6.2(a); (ii) properly executed bills of sale, certificates of title or its designee such documents as Premier may other instruments of conveyance of title, in form reasonably requestacceptable to Buyer, sufficient to pass title to the Purchased Assets, free and clear of all Encumbrances, except for permitted Encumbrances set forth on Schedule 7.1(a)(ii), including certificates for all Securities without limitation, (A) the IP Assignment Agreements, and (B) an assignment agreement or novation agreement in reasonable and customary form and consistent with the terms hereof, signed by Seller, and in the case of novation agreements, the counterparty to evidence the transfer applicable Assigned Contract, with respect to Premier of good and marketable title in and each Assigned Contract to all the extent consent to assignment (where required) or novation has been obtained by Seller as of the Securities owned Closing; (iii) copies of the resolutions or excerpts from minutes of the meeting of the board of directors of Parent and minutes of the meetings of the board of directors and shareholders (if applicable) of Seller and International Subsidiary and their applicable Affiliates authorizing the execution and performance of this Agreement, each certified by an officer of each such entity; (iv) a certificate, dated no earlier than five (5) days prior to the Closing Date, indicating that Seller and the International Subsidiary are each active on the record of its respective jurisdiction of formation; (v) copies or originals of all files, papers, books and records, licenses, permits, approvals, applications, correspondence, and other documents relative to the Purchased Assets; (vi) the Transitional Services and License Agreement, signed by Parent; (vii) all Encumbrances, except for permitted Encumbrances set forth on Schedule 7.1(a)(vii), with respect to the Purchased Assets shall be discharged prior to the Closing and all the Purchased Assets shall be delivered at the Closing free and clear of any Lien Encumbrances; (viii) the permits and consents set forth on Schedule 6.2(b); and (ix) all other previously undelivered documents required to be delivered by Seller to Buyer at or Restriction on such Securities (other than any Lien or Restriction imposed prior to the Closing pursuant to the terms of this Purchase Agreement Agreement. (b) Buyer shall deliver or cause to be delivered to the Warrant Seller the following: (i) the certificate described in Section 6.3(a); (ii) the Transitional Services and License Agreement, signed by Buyer; (iii) the assignment agreements and novation agreements described in Section 7.2(a)(ii)(B), signed by Buyer, with respect to each Assigned Contract to the extent consent to assignment (where required) or novation has been obtained by Seller as of the applicable federal or state securities laws, andClosing; (viiv) Each party all other previously undelivered documents required to be delivered by Buyer to the Seller at or prior to the Closing pursuant to the terms of this Agreement. (c) Buyer shall take such other actionspay to Seller, by wire transfer of immediately available funds, the Buyer Closing Payment and shall execute and cause the Escrow Agent to deliver such other instruments or documents, as shall be required under Article V.the Deposit to the Seller.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver Upon Completion of the conditions set forth in Article V, Dwelling Unit as evidenced by issuance of a Certificate of Occupancy from the closing City Building Official (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Completion Date"), Buyer shall make payment of all monies due and owing and sign all documents necessary for the purchase of the Dwelling Unit and ▇▇▇▇▇▇ shall provide to the Buyer a Special Warranty Deed, policy of title insurance and keys. ------------Failure of either party to perform as required herein shall be a default by that party. (ib) Premier Closing shall pay or cause to be paid the aggregate Cash Consideration to or for the account occur within five days of the Seller by wire transfer to such bank account (the "Designated Bank Account") Completion Date, or as the Seller shall designate otherwise agreed in writing prior between the Parties. ▇▇▇▇▇▇ makes no guarantee of the Completion Date and Buyer specifically acknowledges that the Completion Date is difficult to determine with any specificity due to circumstances beyond the Closing Date;control of ▇▇▇▇▇▇ which can delay execution of the work, and waives any claim for damages based upon the achievement or non- achievement of any specific date, except as may otherwise be provided for in a written amendment to this Contract signed by all Parties. (iic) At the effective time of the Closing, Premier The closing agent shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed be designated by the Seller in writing prior to the Closing Date;▇▇▇▇▇▇ ("Escrow"). (iiid) At the effective time of the Closing, Premier Title shall issue the warrants constituting the Warrant Consideration (be conveyed in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller fee simple free and clear of all taxes, liens and encumbrances except the general taxes for the year of closing and except for utility easements, those matters reflected by the title documents accepted by Buyer in accordance with Section 9, those rights, if any, of third parties in the Property not shown by the public records, inclusion of the Property in any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to special taxing district, building and zoning regulations, the terms of this Purchase Agreement or Deed and the Warrant Agreement) or benefits and burdens conferred by the applicable federal or state securities laws, andHOA Documents. (vie) Each party shall take such other actionsI/We further acknowledge that if I/we fail to close this transaction as provided for by this Contract (a), ▇▇▇▇▇▇ will be damaged in an indeterminate amount and shall execute agree that my/our ▇▇▇▇▇▇▇ money deposit and deliver such other instruments or documents, as Option Payment shall be required under Article V.forfeited as liquidated damages.

Closing. (a) Unless this At the Closing, Shareholder Group will deliver to Purchaser a certificate or certificates representing the Shares being purchased, duly endorsed for transfer or accompanied by appropriate stock powers duly executed in blank, and Purchaser will pay the purchase price in immediately available funds by wire transfer to an account designated by Shareholder Group. Transfer taxes, if any, imposed as a result of the exercise of the Purchase Agreement shall have been terminated Option and the transactions herein contemplated shall have been abandoned transfer of any Applicable Shares will be paid by Shareholder Group. (b) The obligation of Purchaser and Shareholder Group to consummate the purchase and sale of the Applicable Shares pursuant to Section 7.1(a) and this Article III will be subject to the satisfaction or waiver fulfillment of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Sectionfollowing conditions: 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date expiration or termination of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior waiting period applicable to the Closing Date;consummation of such transactions under the HSR Act and any other applicable antitrust laws; and (ii) At the effective time none of the Closingparties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of such transactions. (c) The obligations of Shareholder Group pursuant to this Article III shall also be subject to Purchaser not violating any of its material obligations under the Tender Agreement. Each of the parties hereto will promptly make and will use all reasonable efforts to cause each of their respective affiliates to make, Premier shall issue shares all such filings and take all such actions as may be reasonably required in order to permit the lawful exercise of Premier Common Stock constituting the Stock Consideration Purchase Option, as promptly as possible. The date of any Closing may be extended, if required, to the Seller as directed by next business day following (1) the Seller in writing prior date that any applicable waiting period(s) under the HSR Act and any other applicable antitrust laws shall have expired or been earlier terminated, (2) the date that all other necessary governmental approvals for the sale of the Shares for which the Purchase Option shall have been exercised shall have been obtained, and (3) the satisfaction of any other condition to the Closing Date; (iii) At under the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Tender Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V..

Closing. (a) Unless this Purchase Agreement shall have been terminated The closing of the sale of the Specified Assets and the transactions herein contemplated other Transactions to be consummated contemporaneously therewith to the Purchaser (the "Closing") shall have been abandoned pursuant to Section 7.1(a) and subject to take place at the offices of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, P.A. in Aventura, Florida, at 10:00 a.m. on such date (after the satisfaction or waiver of the other conditions to the Closing set forth herein) as the Purchaser may designate in a written notice delivered to the Seller; provided, however, that if any condition set forth in Article V, the closing (the "Closing") Section 6 has not been satisfied as of the transactions contemplated ------- date designated by Sectionthe Purchaser, then the Purchaser may, at its election, unilaterally postpone the Closing to such other date prior to the Termination Date as it reasonably deems appropriate. 2.1 will take place on (b) At the earlier Closing, without limiting any of the conditions to the Closing set forth in Section 6 or Section 7: (i) the second Business Day following the date hereof Seller shall execute and (ii) such other datedeliver, time and place as the parties or shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid executed and delivered, to the aggregate Cash Consideration to or for Purchaser such bills of sale, endorsements, assignments (including patent assignments) and other documents as may (in the account reasonable judgment of the Seller by wire Purchaser or its counsel) be necessary or appropriate to assign, convey, transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior and deliver to the Closing DatePurchaser good and valid title to the Specified Assets free of any Encumbrances; (ii) At the effective time of the Closing, Premier Purchaser shall issue shares of Premier Common Stock constituting the Stock Consideration pay to the Seller as directed by the Seller in writing prior consideration, pursuant to the Closing Dateterms and conditions set forth in Section 1.2 hereof; (iii) At the effective time Seller shall execute and deliver to the Purchaser a certificate (the "Seller Closing Certificate"), executed by the Chief Executive Officer or the Chief Financial Officer of the ClosingSeller, Premier shall issue certifying that (A) , each of the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" representations and "C") to the Seller as directed warranties made by the Seller in writing this Agreement is accurate in all material respects as of the Closing Date as if made on the Closing Date, (B) each of the covenants and obligations that the Seller is required to have complied with or performed pursuant to this Agreement at or prior to the Closing Datehas been duly complied with and performed in all material respects, and (C) except as expressly set forth in the Seller Closing Certificate, each of the conditions set forth in Sections 6.3 and 6.4 has been satisfied in all material respects; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and Purchaser shall execute and deliver such other instruments to the Seller a certificate (the "Purchaser Closing Certificate"), executed by the Chief Executive Officer or documentsthe Chief Financial Officer of the Purchaser, certifying that (A) each of the representations and warranties made by the Purchaser in this Agreement is accurate in all material respects as shall be of the Closing Date as if made on the Closing Date, and (B) each of the covenants and obligations that the Purchaser and are required under Article V.to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all material respects; and

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities Shares to evidence the transfer to Premier of good and marketable title in and to all of the Securities Shares owned by the Seller free and clear of any Lien or Restriction on such Securities Shares (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.

Closing. This Agreement shall become effective when all the following conditions have been satisfied (or waived in accordance with Section 9.05): (a) Unless this Purchase Agreement the Administrative Agent shall have been terminated received (i) counterparts hereof signed by the Borrower, the Lenders listed on the Commitment Schedule and the transactions herein contemplated Agents or (ii) in the case of any such party as to which an executed counterpart shall not have been received, telex, facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that a counterpart hereof has been executed by such party; (b) the Administrative Agent shall have been abandoned pursuant received a duly executed Note, dated on or before the Closing Date and complying with the provisions of Section 2.05, for each Lender; (c) the Administrative Agent shall have received evidence satisfactory to it that the Borrower will comply with the provisions of Section 7.1(a3.02 on the Closing Date and that it has received all consents (if any) required to enable it to do so from the lenders under the Borrower's Existing Credit Agreement that are not parties to this Agreement; (d) the Administrative Agent shall have received a certificate, substantially in the form of Exhibit E hereto, dated the Closing Date and subject to the satisfaction or waiver signed by a Senior Officer of the conditions set forth Borrower; (e) the Administrative Agent shall have received an opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in Article Vthe form of Exhibit F hereto, dated the closing (the "Closing") of Closing Date and covering such other matters incident to the transactions contemplated ------- by Sectionthis Agreement as any Agent shall reasonably request; 2.1 will take place on (f) the earlier Administrative Agent shall have received an opinion of the Borrower's General Counsel, dated the Closing Date, substantially in the form of Exhibit G hereto and covering such other matters incident to the transactions contemplated by this Agreement as any Agent shall reasonably request; (g) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, dated the Closing Date, substantially in the form of Exhibit H hereto and covering such other matters incident to the transactions contemplated by this Agreement as any Agent shall reasonably request; (h) the Administrative Agent shall have received a certificate of the Secretary of the Borrower, dated the Closing Date, as to the restated articles of incorporation and restated bylaws of the Borrower, the absence of amendments thereto, the adoption by the Borrower's board of directors of the resolutions referred to in clause (i) below and the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date incumbency of each officer of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay Borrower who executed or cause will execute any Financing Document or any other document to be paid the aggregate Cash Consideration delivered pursuant to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to this Agreement on the Closing Date; (iii) At the effective time Administrative Agent shall have received a copy of resolutions (in form and substance satisfactory to the Agents) of the ClosingBorrower's board of directors authorizing the execution, Premier shall issue shares delivery and performance of Premier Common Stock constituting the Stock Consideration to the Seller as directed Financing Documents, certified by the Seller Secretary of the Borrower to be in writing prior to full force and effect without modification on the Closing Date; (iiij) At the effective time of the Closing, Premier Borrower shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") have paid or made arrangements satisfactory to the Seller as directed Administrative Agent for paying all expenses payable by the Seller in writing prior to Borrower on or before the Closing DateDate pursuant to Section 9.03(a); (ivk) The parties the Borrower shall execute and deliver, have paid to the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates Administrative Agent for all Securities to evidence the transfer to Premier account of good and marketable title each Lender a fee in and to all of the Securities owned amount heretofore mutually agreed upon by the Seller free Lenders and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, Administrative Agent; and (vil) Each party the Administrative Agent shall take such have received all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of the Financing Documents and any other actionsmatters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent. When this Agreement becomes effective, the Administrative Agent shall promptly notify the Borrower and the Lenders that it is effective, and shall execute and deliver such other instruments or documents, as notice shall be required under Article V.conclusive and binding on all parties hereto.

Closing. (a) Unless this Purchase Agreement shall have been is terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) ------- 8.1 and the Merger and the Transactions have been abandoned, and subject to the satisfaction or, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d), the closing of the Merger (the "Merger Closing") will take place on the date designated by VIALOG by written notice in accordance with Article 11 hereof delivered at least three (3) days prior to such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or waiver place is agreed to in writing by the Parties to this Agreement and each Participating Agreement. Counsel for the Parties to this Agreement and each Participating Agreement will hold a pre-closing one day prior to the Merger Closing, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, for the purpose of finalizing all documents to be signed at the Merger Closing. All certificates, legal opinions and other instruments required to be delivered in order to satisfy the conditions to the obligations of the Parties to effect the Merger set forth in Article 7 below shall be delivered at the Merger Closing, and each such certificate, legal opinion or other instrument shall, except to the extent otherwise provided in Article 7, be dated as of the anticipated Financing Closing Date, which is expected to occur no later than five business days following the date of Merger Closing. All such certificates, legal opinions and other instruments shall be held in escrow by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between the Merger Closing and the Effective Time and shall be released from escrow concurrently with the Effective Time on the Financing Closing Date. In the event that the Effective Time and Financing Closing Date occur on a date other than the fifth business day following the Merger Closing, all such certificates, legal opinions and instruments shall be re-dated as of the Financing Closing Date. The Company, the Principal Stockholder, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts to cause each of the conditions set forth in Article V, the closing (the "Closing") 7 reasonably capable of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing satisfied prior to the Closing Date; (ii) At the effective time of the Merger Closing, Premier shall issue shares of Premier Common Stock constituting including, without limitation, the Stock Consideration conditions set forth in Sections 7.1(a), (c), (f), and (h), to the Seller as directed by the Seller in writing be satisfied prior to the Closing Date; (iii) At the effective time of the Merger Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V..

Closing. At the Closing of any Put, Clean-Up Put or Special Put (a “Put Closing”), or the closing of any Call or Clean-Up Call (a “Call Closing”), Walgreens or its Designated Affiliate shall pay the Exercise Price in accordance with this Section 9.3. At a Put Closing or a Call Closing, as applicable: (a) Unless this Purchase Agreement each Put Seller or Call Seller, as applicable, shall transfer to Walgreens or its Designated Affiliate the applicable Put Units or Call Units, as applicable, free and clear of all liens (other than restrictions arising under securities laws) and shall execute such documents as are otherwise reasonably necessary or appropriate, and (b) Walgreens or its Designated Affiliate shall deliver the Exercise Price (i) in the case of a Put Closing, to each Put Seller in cash or (ii) in the case of a Call Closing, to each Call Seller in cash. A Put Closing or a Call Closing shall take place within ten (10) Business Days from the final determination of the applicable Exercise Price; provided that the following conditions precedent set forth in clauses (A), (B) and (C) shall each be a condition precedent to each Put Closing and Call Closing: (A) all necessary consents or approvals from a governmental authority or regulatory body with respect to the applicable transaction shall have been terminated obtained (it being understood and agreed that the transactions herein contemplated Members shall have been abandoned be obligated to comply with the obligations set forth in Section 5.05 of the Securities Purchase Agreement, dated as of September 17, 2021, by and among the equityholders of the Company listed on Schedules A and B thereto, the equity holders of WCAS Blocker listed on Schedule C thereto, and, upon their joinder to such agreement pursuant to Section 7.1(a1.03 thereof, the Health Systems Sellers (as defined therein)) and subject to the satisfaction obtain any such required consent or waiver approval, (B) no injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental body shall be in effect enjoining, restraining, preventing or prohibiting consummation of the conditions applicable Put Closing or Call Closing, or making the consummation of the Put Closing or Call Closing illegal and (C) each Put Seller or Call Seller, as applicable, shall represent to Walgreens or its Designated Affiliate, as applicable, that it is the owner of the Put Units or Call Units, as applicable, set forth in Article Vthe applicable assignment document, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) that such other datePut Units or Call Units, time and place as the parties shall otherwise mutually agree (in either eventapplicable, the date of the Closing are being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller transferred free and clear of any Lien or Restriction on such Securities liens (other than restrictions arising under securities laws). If, subject to the foregoing sentence, a Put Closing or a Call Closing, as applicable, does not occur within ten (10) Business Days of the final determination of the applicable Exercise Price for any Lien reason, any party failing to comply with its obligation to consummate such Put Closing or Restriction imposed Call Closing pursuant to this Section 9.3 shall be in material breach of its obligations hereunder. In addition to all other remedies available to the terms of non-breaching party under this Purchase Agreement in law or in equity, the Warrant Agreement) or parties hereto agree that the applicable federal or state securities laws, and (vi) Each breaching party shall take such other actions, be subject to specific performance of its obligations hereunder (and shall execute and deliver such other instruments or documents, as the parties agree that money damages shall be required under Article V.an insufficient remedy for such breach and no party shall assert any contrary defense).

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject Subject to the satisfaction or waiver of the conditions to closing set forth in Article VARTICLE VII, the closing (the "“Closing"”) of the transactions contemplated ------- by Section 2.1 will take place this Agreement shall be held at the offices of Sidley Austin LLP at ▇▇▇▇▇ Fargo Plaza, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ on the earlier Closing Date. The Closing shall be deemed to be effective as of the Effective Time. (a) At the Closing, each of the Contributing Parties shall, for and on behalf of itself, execute and deliver to the Company a certificate in the form specified in Treasury Regulation Section 1.1445-2(b)(2)(iv), certifying that such Contributing Party is not a “foreign person” within the meaning of Section 1445 of the Code (collectively, the “Contributor FIRPTA Certificates”). (b) At the Closing, in addition to any other documents to be delivered under other provisions of this Agreement, the Parties shall, execute and deliver to the other Parties the following documents to which each such Party is party thereto, respectively (collectively, the “Closing Deliverables”): (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing DateA&R Remora Holdings LLC Agreement; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing DateConveyance Documents; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing DateClass B Subscription Agreement; (iv) The parties shall execute an executed and deliveracknowledged recordable release or releases in a form reasonably acceptable to the Company, in sufficient counterparts for recording in all applicable jurisdictions, of any trust, mortgages, financing statements, fixture filings and security agreements, in each case, securing indebtedness for borrowed money made by the Registration Rights AgreementContributing Party affecting each Contributing Party’s Contributed Interests, as applicable; (v) The Seller shall deliver any state or cause federal conveyance form required by any applicable Governmental Entity to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence consummate the transfer to Premier of good and marketable title in and to all of the Securities owned transactions contemplated by the Seller free and clear of any Lien or Restriction this Agreement on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, andcontained herein. (vi) Each party the Registration Rights Agreement substantially in the form attached as an exhibit to the Registration Statement at the time of the pricing of the Initial Public Offering (the “Registration Rights Agreement”); (vii) the Management Services Agreement substantially in the form attached as an exhibit to the Registration Statement at the time of the pricing of the Initial Public Offering; and (viii) any other document reasonably requested by the Company to consummate the transactions contemplated by this Agreement on the terms contained herein. (c) At the Closing, in addition to any other documents to be executed and delivered under other provisions of this Agreement: (i) the Company shall take such other actionsadopt the First Amended and Restated Bylaws of the Company, and in substantially the form attached as an exhibit to the Registration Statement at the time of the pricing of the Initial Public Offering (the “Bylaws”); and (ii) the Company shall execute the Amended and deliver such other instruments or documentsRestated Certificate of Incorporation of the Company, in substantially the form attached as shall be required under Article V.an exhibit to the Registration Statement at the time of the pricing of the Initial Public Offering (the “A&R Certificate of Incorporation”), and, on the Closing Date, file the same with the Delaware Secretary of State and provide evidence of acceptance for filing from the Delaware Secretary of State to the Parties.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver The closing of the conditions set forth in Article V, the closing Exchange (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 900, Dallas, Texas 75201, at a time mutually agreed by the Exchange Parties on the date hereof (the “Closing Date”), or at such other location, date and time as the Exchange Parties may mutually agree. All of the transactions contemplated ------- by Sectionshare transfers and issuances constituting the Exchange shall be deemed to occur simultaneously as of the Closing. 2.1 will take place on (b) At the earlier of Closing, (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller each Trust shall deliver or cause to be delivered to Premier or its designee Qurate (x) evidence reasonably satisfactory to Qurate that irrevocable instructions have been given for the Subject Shares set forth opposite such documents as Premier may reasonably request, including certificates for all Securities Trust’s name in Exhibit A being exchanged by the such Trust to evidence the be deposited by book entry transfer to Premier the account of good Qurate maintained with Qurate’s transfer agent, and marketable title in (y) a valid executed Internal Revenue Service Form W-9 providing such Trust’s taxpayer identification number and to all the requisite certification by such Trust under penalties of perjury; provided, that, if any such Trust is a grantor trust filing under the Optional Form 1099 Filing Method 1 within the meaning of the Securities owned by instructions to Internal Revenue Service Form W-9 (or filing under any other method for U.S. federal income tax purposes that would require such Trust to provide the Seller free name and clear taxpayer identification number of any Lien its grantor/owner on an Internal Revenue Service Form W-9) or Restriction on such Securities a disregarded entity (other than a grantor trust) for U.S. federal income tax purposes, such Trust shall instead deliver to Qurate at the Closing one or more (as applicable) properly completed and executed Internal Revenue Service Forms W-9 properly referencing such Trust and providing the relevant information of the applicable regarded owners of all or any Lien portion of such Trust for U.S. federal income tax purposes and the requisite certification by such owners under penalties of perjury; and (ii) Qurate shall deliver or Restriction imposed pursuant cause to be delivered to each Trust evidence reasonably satisfactory to ▇▇. ▇▇▇▇▇▇ (acting on behalf of each of the ▇▇▇▇▇▇ Parties) that irrevocable instructions have been given for the Issued Shares set forth opposite such Trust’s name in Exhibit A to be issued to such Trust at the Closing to be deposited by book entry transfer to the terms account of this Purchase Agreement or such Trust maintained with Qurate’s transfer agent. Qurate, on the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actionsone hand, and shall execute and deliver ▇▇. ▇▇▇▇▇▇ (acting on behalf of each of the ▇▇▇▇▇▇ Parties), on the other hand, or any such other instruments or documentsExchange Party’s designated representative, as applicable, shall specify in writing to the other Exchange Party (which may be required under Article V.in the form of electronic mail), prior to the Closing, the account information at Qurate’s transfer agent for the deposit of the Common Shares to be exchanged at the Closing.

Closing. The closing of the issuance of the Shares contemplated hereby (athe “Closing”) Unless this Purchase Agreement shall have been terminated is contingent upon the substantially concurrent consummation of the Transaction and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article VSection 3 below. The Closing shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the closing Transaction. Subject to (a) the satisfaction or waiver of the conditions set forth in Section 3 below (other than those conditions which by their nature are to be fulfilled at the Closing), and (b) delivery of written notice from (or on behalf of) TopCo to the Investor (the "Closing"“Closing Notice”) that TopCo reasonably expects all conditions to the closing of the transactions contemplated ------- by Section 2.1 will take place Transaction to be satisfied or waived on the earlier of a date that is not less than five (i5) the second Business Day following business days from the date hereof on which the Closing Notice is delivered to the Investor and specifying the date on which the Closing is expected to occur (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event“Closing Date”), the date of the Closing being referred to herein as the "Closing Date"). ------------ Investor shall deliver, at least two (i2) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing business days prior to the Closing Date; , (iix) At the effective Subscription Amount by wire transfer of United States dollars in immediately available funds to the escrow account specified by TopCo in the Closing Notice, to be held by the escrow agent until immediately prior to Closing (at which time such funds shall be disbursed to TopCo) and (y) to TopCo, any other information that is reasonably requested in the Closing Notice in order for TopCo to issue the Investor’s Shares, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing, Premier TopCo shall (A) issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by Investor (or its nominee) the Seller number of Shares set forth on the signature page to this Subscription Agreement and subsequently cause such Shares to be registered in writing prior to book entry form in the Closing Date; (iii) At the effective time name of the Closing, Premier shall issue the warrants constituting the Warrant Consideration Investor (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably requestnominee) on TopCo’s share register, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien all liens, encumbrances or Restriction on such Securities other restrictions (other than any Lien or Restriction imposed pursuant those arising under applicable securities laws), and (B) upon the request of the Investor, provide evidence to the terms Investor of such issuance and registration on and as of the Closing Date; provided, however, that TopCo’s obligation to issue the Shares to the Investor is contingent upon the Investor having paid the Subscription Amount in full to the escrow agent to be held for the account and benefit of TopCo in accordance with this Section 2. If the Closing does not occur within three (3) business days following the Closing Date specified in the Closing Notice, TopCo shall promptly (but not later than one (1) business day thereafter) cause the escrow agent to return the Subscription Amount in full to the Investor, in immediately available funds to the account specified by the Investor in writing, and any book entries for the Shares shall be deemed cancelled. Notwithstanding such return or cancellation, unless and until this Subscription Agreement is terminated in accordance with Section 8 hereof, the Investor shall remain obligated to (i) redeliver funds to TopCo following TopCo’s delivery to the Investor of a new Closing Notice and (ii) consummate the Closing immediately prior to or substantially concurrently with the consummation of the Transaction. Notwithstanding anything to the contrary herein, if this Subscription Agreement terminates, TopCo shall promptly (but no later than two (2) business days thereafter) return the Subscription Amount (if delivered) without any deduction for or on account of any tax, withholding, charges, costs, fees, expenses, or set-off to the Investor, by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares will be deemed repurchased and cancelled. For purposes of this Purchase Agreement Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or the Warrant Agreement) other day on which commercial banks in New York, New York are authorized or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.by law to close.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing") The consummation of the transactions contemplated ------- by Section 2.1 will hereby (the “Closing”) shall take place on at the earlier offices of (i) the second Business Day following the date hereof and (ii) Purchaser’s counsel or at such other date, time and place as is agreed upon by the parties shall otherwise mutually agree on or before April 3, 2019, or such other date as may be agreed upon by the parties (in either event, the date of the Closing being referred to herein as the "“Closing Date"”). ------------. (b) The following shall occur at the Closing, each being a condition precedent to the others and all being considered as occurring simultaneously: (i) Premier Seller shall pay execute, acknowledge, and deliver to Purchaser the Deed, said Deed being subject only to the matters described in Section 4 and to any Exceptions accepted by Purchaser; (ii) (reserved.); (iii) Seller shall execute, acknowledge, and deliver to Purchaser one or cause more instruments conveying to Purchaser good and marketable title to the Warranties, free of all encumbrances, in form and substance acceptable to Seller; (iv) Seller shall execute and deliver the title insurance affidavits and indemnities as provided in this Agreement; (v) Seller and Purchaser shall deliver certifications confirming that their respective representations and warranties set forth in this Agreement continue to be paid the aggregate Cash Consideration to or for the account true and correct as of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (iivi) At Seller shall deliver an affidavit indicating that Seller is not a foreign person and that the effective time transaction is exempt from the requirements of 26 U.S.C. § 1445, or in lieu thereof, Purchaser shall be entitled to withhold and account for a portion of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller Purchase Price as directed required by the Seller in writing prior to the Closing Datesuch statute and corresponding regulations; (iiivii) At the effective time Seller shall deliver an affidavit indicating that Seller is a Maine resident, or in lieu thereof, Purchaser shall be entitled to withhold and account for a portion of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto Purchase Price as Exhibits "B" and "C") to the Seller as directed required by the Seller in writing prior to the Closing Date33 M.R.S. §5250-A; (ivviii) The Each party shall deliver to the other a manager’s or member’s certificate certifying as to authority and appropriate resolutions adopted by the party, current officers or other parties authorized to execute documents on behalf of such party, and such other organizational and/or authority documents as shall be reasonably requested in connection with this transaction; (ix) Purchaser shall pay the Purchase Price as provided in this Agreement and the parties shall execute and deliverdeliver a settlement statement memorializing the Purchase Price, the Registration Rights Agreementadjustments thereto, and other costs and expenses to be paid, or credited to or debited from the amounts due from or to either Party, at Closing; (vx) The Each party shall deliver to the other such other documents, certificates and the like as may be required herein or as may be necessary to carry out the obligations under this Agreement; and (xi) Seller shall deliver or cause to be delivered Purchaser keys to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all possession of the Securities owned by the Seller Premises, free and clear of any Lien tenancy or Restriction on such Securities (persons in possession other than any Lien or Restriction imposed pursuant to Seller as tenant under the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.Leases.

Closing. The consummation of the Mergers (the “Closing”) shall be held (a) Unless at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or (b) remotely by exchange of documents and signatures (or their electronic counterparts), in either case unless another place is agreed to in writing by the parties to this Purchase Agreement shall have been terminated Agreement, on a date to be designated jointly by Parent and the transactions herein contemplated Company, which shall have been abandoned pursuant be no later than the second (2nd) Business Day after the satisfaction or, to Section 7.1(a) the extent permitted hereunder and by applicable Legal Requirements, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Mergers set forth in Sections 5.1, 5.2 and 5.3, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions at the conditions set forth Closing, unless another time or date is agreed to in Article Vwriting by Parent and the Company. The date on which the Closing actually takes place is referred to as the “Closing Date”. Subject to the provisions of this Agreement, at the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree cause a certificate of merger with respect to the First Merger (in either eventthe “First Certificate of Merger”) and immediately thereafter a certificate of merger with respect to the Second Merger (the “Second Certificate of Merger,” and, together with the First Certificate of Merger, the date “Certificates of Merger”) to be duly executed and filed with the Secretary of State of the Closing State of Delaware (the “Delaware Secretary of State”) and make all other filings or recordings required by the DGCL and DLLCA in connection with effecting the Mergers. The Mergers shall become effective on the date and at such time as the Certificates of Merger are filed with the Delaware Secretary of State or at such later time as may be mutually agreed to in writing by Parent and the Company and specified in the Certificates of Merger (the time at which the First Merger becomes effective being referred to herein in this Agreement as the "Closing Date"). ------------ (i) Premier shall pay or cause “First Effective Time” and the time at which the Second Merger becomes effective being referred to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") in this Agreement as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.“Second Effective Time”).

Closing. Subject to the satisfaction or waiver of conditions set forth in Section 3, the closing of the sale of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and the receipt of the notice confirming the completion of the required filing (the “CSRC Approval”) pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, promulgated by the China Securities Regulatory Commission on February 17, 2023 (the “Overseas Listing Trial Measures”) and the supporting guidelines of the Overseas Listing Trial Measures. The Closing shall occur on the date of, and substantially concurrently with and conditioned upon the consummation of, the Transaction; provided that the Closing shall occur no earlier than immediately after the effective time of the Initial Merger. Upon (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article VSection 3 below (except for the condition set forth in Section 3 (b)(iii)) and (b) delivery of written notice from (or on behalf of) the Issuer to the Investor (the “Closing Notice”), that the Issuer reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days or any later date as agreed in writing by the Investor from the date on which the Closing Notice is delivered to the Investor, the Investor shall, by irrevocably written wire instruction, transfer to the Issuer, three (3) business days or any later date as agreed in writing by the Issuer prior to the closing date specified in the Closing Notice (the "Closing") “Closing Date”), the Subscription Amount by irrevocable wire transfer of United States dollars in immediately available funds to the bank account specified in Section 12(q), to be held until the closing of the transactions contemplated ------- by Section 2.1 will take place on Acquisition Merger, however, before the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date delivery of the Closing being referred Notice, the Issuer may deliver a pre-closing notice to herein as the "Closing Date")Investor. ------------ (i) Premier Notwithstanding the foregoing, the Investor shall pay or cause not be obligated to be paid transfer the aggregate Cash Consideration to or for the account of the Seller by wire transfer Subscription Amount to such bank account (the "Designated Bank Account") as the Seller shall designate in writing pursuant to this Section 2 prior to the Closing Date; (ii) At the effective time receipt of the Closing, Premier CSRC Approval. The Investor shall issue shares of Premier Common Stock constituting the Stock Consideration also deliver to the Seller Issuer any other information that is reasonably requested in the Closing Notice in order for the Issuer to issue the Investor’s Shares, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as directed by the Seller in writing prior to applicable. As soon as practicable following, but not later than one (1) business day after the Closing Date; , the Issuer shall (iii1) At issue a number of Shares to the effective time Investor set forth on the signature page to this Subscription Agreement and subsequently cause such Shares to be registered in book entry form in the name of the Closing, Premier shall issue Investor on the warrants constituting the Warrant Consideration Issuer’s register of members and (in the form attached hereto as Exhibits "B" and "C"2) deliver to the Seller Investor a copy of the records of the Issuer’s transfer agent or other evidence showing the Investor as directed by the Seller in writing prior to owner of the Shares on and as of the Closing Date; ; provided, however, that the Issuer’s obligation to issue the Shares to the Investor is contingent upon the Issuer having received the Subscription Amount in full accordance with this Section 2. Subject to the receipt of the Subscription Amount by the Issuer, if the Closing or the closing of the Transaction does not occur by the end of September 14, 2023 (iv) The parties shall execute and deliverEastern Time in the United States), unless otherwise agreed to in writing by SPAC, the Registration Rights Issuer and Investor, the Issuer shall promptly (but not later than one (1) business day thereafter) return the Subscription Amount in full to the Investor. If, due to reasons attributable to the Issuer, the Issuer fails to return the Subscription Amount in full to the Investor within the time set forth in Section 2, an additional amount of $3,000 shall be payable to the Investor for each calendar day of delay. For purposes of this Subscription Agreement; (v) The Seller , “business day” shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (mean a day other than any Lien a Saturday, Sunday or Restriction imposed pursuant to the terms of this Purchase Agreement other day on which commercial banks in New York, Hong Kong or the Warrant Agreement) Cayman Islands are authorized or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.by law to close.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (ai) Unless this Purchase Agreement effect the Merger (including, if permitted by applicable state law, the advance filing with the appropriate state authorities of the Articles of Merger, which shall have been terminated and become effective at the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(aEffective Time of the Merger) and subject (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the satisfaction or waiver actual completion of the conditions set forth Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Article VSection 3 hereof, each of which actions shall only be taken upon the closing Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement terminates, CEI hereby covenants and agrees to do all things required by Delaware law [and all things which counsel for the COMPANY advise CEI are required by applicable laws of the State of _________] in order to rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Closing") of the transactions contemplated ------- by Section 2.1 will shall take place on the earlier of closing date (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date")) at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. ------------ On the Funding and Consummation Date (ix) Premier the Articles of Merger shall pay be or cause shall have been filed with the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on the Funding and Consummation Date, shall become effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof shall occur and (z) the closing with respect to the IPO shall occur and be deemed to be paid completed. The date on which the aggregate Cash Consideration actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to or for as the account "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed IPO is terminated pursuant to the terms of this Purchase such underwriting agreement. This Agreement or shall in any event terminate if the Warrant Agreement) or Funding and Consummation Date has not occurred within 15 business days of the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.Closing Date. Time is of the essence.

Closing. (a) Unless this Purchase Agreement The closing hereunder ("Closing") shall have been terminated and take place at the transactions herein contemplated offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place agreed upon by the Parties, on the Closing Date selected by the Parties which shall have been abandoned pursuant to Section 7.1(abe the latest of: (i) and subject to Any business day within five business days after the satisfaction or waiver receipt of the approval of the Merger by the Department of Banking; (ii) Any business day between the thirtieth and thirty-seventh day following receipt of the last Regulatory Approval, if all other conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay VI have been satisfied or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Datewaived; (iii) At the effective time The fifth business day after any stay of any Regulatory Approval or any injunction against consummation of the ClosingMerger is lifted, Premier shall issue the warrants constituting the Warrant Consideration (discharged or dismissed, if all other conditions set forth in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing DateArticle VI have been satisfied or waived; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (Such other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, date as shall be required mutually agreed to in writing by the Parties on which all other conditions set forth in Article V shall have been satisfied or waived. (b) Any Party may postpone the Closing Date fixed under Article V.Section 2.05(a) once for a reasonable period of time (which shall be no more than thirty (30) days but in no event ending later than the day of automatic termination in accordance with Section 2.07(h)) if (i) necessary to enable it to perform any obligations hereunder, provided, that such Party provides prompt written notice to the other Parties of such postponement, stating the reasons therefor, or (ii) the other Party would have the right to terminate this Reorganization Agreement on the basis of the average per share price of BT Financial Common Stock for the Valuation Period under Section 2.02. (c) If First ▇▇▇▇▇▇▇ or BT Financial shall fail to close because all the conditions precedent to its obligation to close shall not have been met on the Closing Date as postponed, such Party may immediately terminate this Reorganization Agreement by giving written notice of such termination to the other Party.

Closing. (a) Unless The closing of the transactions contemplated by this Purchase Agreement shall have been terminated be immediately upon execution of this Agreement by electronic mail or by physical exchange of documentation at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ Law, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, 2nd Floor, Greenwich, Connecticut 06830 (in either case, the “Closing”). The date of the Closing is herein referred to as the “Closing Date”. The Closing will be effective as of the time of execution of this Agreement on the Closing Date (the “Effective Time”), and all actions scheduled in this Agreement to take place at the transactions herein contemplated Closing shall have been abandoned pursuant be deemed to Section 7.1(aoccur simultaneously at such time. (b) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in Article Vthis Agreement, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place Seller shall deliver or cause to be delivered on the earlier of Closing Date the following: (i) the second Business Day following Security Agreement, with respect to the date hereof and (ii) such other datePromissory Note, time and place attached hereto as the parties shall otherwise mutually agree (in either eventExhibit B, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to dated the Closing Date, duly executed by the Seller; (ii) At certificates of good standing with respect to the effective time Company issued by the responsible Governmental Entity of the Closingjurisdictions of its formation, Premier shall issue shares dated as of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing a date not more than ten Business Days prior to the Closing Date; (iii) At the effective time a copy of the Closingresolution of the Seller’s operating board, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to certified by an appropriate officer of the Seller as directed having been duly and validly adopted and being in full force and effect as of the Closing Date, authorizing the execution and delivery of this Agreement and performance by the Seller in writing prior to of the Closing Datetransactions contemplated hereby; (iv) The parties customary payoff letters, in form satisfactory to the Buyer, from all holders of Indebtedness (other than lessors under any capitalized leases) of the Company, indicating that upon payment of a specified amount, all amounts of Indebtedness with respect to such holder shall execute be paid in full and, if applicable, such holder shall release its security interest and deliverauthorize the Buyer to file Uniform Commercial Code termination statements, or such other documents or endorsements necessary or desirable to release of record the Registration Rights Agreementsecurity interests of all such holders; (v) The the consents of the third parties set forth on Schedule 2.3(b)(vi) with respect to the transactions contemplated hereby; (vi) evidence, in form and substance reasonably satisfactory to the Buyer, that all Contracts between the Company or its Affiliates from and after the Closing, on the one hand, and the Seller or its Affiliates from and after the Closing, on the other hand, are terminated effective as of the Closing; (vii) a certification executed by a duly authorized representative of the Seller to the effect that the Seller is not a “foreign person” as defined in Section 1445 of the Code or a certification executed by a duly authorized representative of the Company that the Company is not a U.S. Real Property Holding Company within the meaning of Section 897 of the Code; (viii) termination agreements effective from and after the Closing in respect of any intercompany debt and any existing intercreditor arrangements between the Seller and/or its Affiliates and the Company and/or its Affiliates; (ix) employment agreements with employees as may be requested by the Buyer in form and substance reasonably satisfactory to the Buyer; (x) the Guarantee, attached hereto as Exhibit C, dated the Closing Date, duly executed by the Seller; and (xi) the Side Letter, attached hereto as Exhibit D, dated the Closing Date, duly executed by the Seller. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Buyer shall deliver or cause to be delivered to Premier or its designee such documents on the Closing Date the following: (i) the Promissory Note, attached hereto as Premier may reasonably requestExhibit A, including certificates for all Securities to evidence dated the transfer to Premier of good and marketable title in and to all of the Securities owned Closing Date, duly executed by the Seller free and clear of any Lien or Restriction on such Securities Buyer; (other than any Lien or Restriction imposed pursuant ii) the Security Agreement, with respect to the terms of this Purchase Agreement or Promissory Note, attached hereto as Exhibit B, dated the Warrant AgreementClosing Date, duly executed by SuttonPark Servicing; (iii) or the applicable federal or state securities lawsGuarantee, attached hereto as Exhibit C, dated the Closing Date, duly executed by the Guarantors; and (viiv) Each party shall take such other actionsa copy of the resolution of the Buyer’s governing body, certified by an appropriate officer of the Buyer as having been duly and shall execute validly adopted and deliver such other instruments or documentsbeing in full force and effect as of the Closing Date, as shall be required under Article V.authorizing the execution and delivery of this Agreement and performance by the Buyer of the transactions contemplated hereby.

Closing. (a) Unless this Purchase Agreement The closing of the Merger (the “Closing”) shall have been terminated and occur as promptly as practicable (but in no event later than the transactions herein contemplated shall have been abandoned pursuant second (2nd) Business Day) after all of the conditions set forth in Article VII (other than those conditions that by their terms are required to Section 7.1(a) and be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions) shall have been satisfied or waived by the conditions set forth in Article Vparty entitled to the benefit of the same and, subject to the closing foregoing, shall take place at such time and on a date to be specified by the parties (the "Closing") of the transactions contemplated ------- by Section 2.1 will “Closing Date”). The Closing shall take place on at the earlier offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, or at such other place as agreed to by the parties hereto. (b) If (i) Parent has directed or intends to direct the second Business Day following Company or any of the Company Subsidiaries to give notice of prepayment or defeasance of any of the Company’s Indebtedness and the earliest permitted prepayment or defeasance date hereof and for any of such Indebtedness falls after the then-scheduled Closing Date or (ii) such other dateany regulatory approvals or significant third party consents shall not have been obtained, then on a one-time and place as basis, Parent may, by written notice to the parties shall otherwise mutually agree Company at least three (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i3) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing Business Days prior to the then scheduled Closing Date; , defer the Closing Date until a date no later than the earliest to occur of (iix) At such earliest permitted prepayment or defeasance date (in the effective time case of clause (i)), (y) thirty (30) days after the previously-scheduled Closing Date, and (z) the Outside Date (such deferred Closing, Premier shall issue shares of Premier Common Stock constituting a “Delayed Closing”). In the Stock Consideration to the Seller event that Parent causes a Delayed Closing as directed contemplated by the Seller this Section 2.2(b), all references in writing prior this Agreement to the Closing Date; (iii) At except the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (references in the form attached hereto as Exhibits "B" and "C"preceding sentence) shall be deemed references to the Seller as directed by the Seller in writing prior to Delayed Closing and the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as Date shall be required under Article V.deemed to occur on the date on which the Delayed Closing occurs.

Closing. 4.1 Prior to Closing, the Subscriber agrees to deliver to the Issuer: (a) Unless this Purchase duly completed and executed Agreement, including all applicable Schedules hereto and Appendices thereto; and (b) the aggregate subscription funds subscribed for under this Agreement shall have been terminated and in accordance with the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject Instructions on the Cover Page or payment of the same amount in such other manner as is acceptable to the satisfaction or waiver Issuer. If payment is made in a currency other than Canadian dollars, the Subscriber acknowledges and agrees that it shall be responsible to make up for any deficiency in the payment of the conditions set forth in Article Vaggregate subscription price as a result of the exchange of such funds into Canadian dollars. 4.2 The Subscriber acknowledges and agrees that the offer, sale and issuance of the Shares as contemplated by this Subscription Agreement is subject to, among other things, the closing (following conditions being fulfilled or performed on or before the "Closing") Closing Date, which conditions are for the exclusive benefit of the transactions contemplated ------- Issuer and may be waived, in whole or in part, by Sectionthe Issuer in its sole discretion: 2.1 will take place on the earlier of (ia) the second Business Day following the date hereof and (ii) such other dateSubscriber, time and place as the parties shall otherwise mutually agree (in either event, the date of on or before the Closing being referred to herein as Date, delivering the "Closing Date"). ------------following in accordance with the terms and instructions set-out in this Agreement: (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account a fully completed and executed copy of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date;this Subscription Agreement; and (ii) At the effective time aggregate subscription funds. (b) the offer, sale and issuance of the Closing, Premier shall issue shares of Premier Common Stock constituting Shares by the Stock Consideration Issuer to the Seller Subscriber being exempt from the requirements as directed by the Seller in writing prior to the Closing Datefiling of a prospectus and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Shares or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum or similar document; (iiic) At the effective time Issuer obtaining all orders, permits, approvals, waivers, consents, licenses or similar authorizations under Applicable Securities Laws necessary to complete the offer, sale and issuance of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, Shares; and (vid) Each party shall take such other actionsthe representations and warranties of the Subscriber having been true and correct as of the date of this Subscription Agreement and being true and correct at the time of Closing. 4.3 On request by the Issuer, and shall execute the Subscriber agrees to complete and deliver such any other instruments or documents, questionnaires, notices and undertakings as shall may possibly be required under Article V.by regulatory authorities, stock exchanges and Applicable Securities Laws to complete the transactions contemplated by this Agreement. 4.4 Closing will occur on the Closing Date at which time certificates or DRS statements representing the Shares will be available against payment of funds for delivery to the Subscriber as the Subscriber will instruct. The Subscriber hereby waives receiving any prior notice of Closing.

Closing. (a) Unless this Purchase Agreement shall have been terminated The purchase and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver issuance of the conditions set forth in Article V, Initial Preferred Shares shall take place at the closing (the "Initial Closing") to be held at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, 1285 Avenue of the transactions contemplated ------- by Section 2.1 will take place Americas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ on the earlier of (i) the second Business Day following the fulfillment of all conditions to the Initial Closing (other than those conditions contemplated to be fulfilled concurrently with the Initial Closing), or such later date hereof and (ii) such other dateon or prior to January 31, time and place 2001 as the parties shall otherwise mutually may agree (in either event, the date of the Closing being referred to herein as the "Initial Closing Date"), at 10:00 a.m., New York City time. ------------ The location and time of each purchase and issuance of Additional Shares (ieach an "Additional Closing" and, together with the Initial Closing, the "Closings") Premier shall pay be set forth in the written notice from the Company or cause the Purchaser, as the case may be, referred to in Section 2.1(b); provided, however, that in the event that the Purchaser's purchase of Preferred Shares at an Additional Closing would result in a premerger notification filing requirement (an "HSR Filing") pursuant to the HSR Act, the Purchaser shall not be required to purchase and the Company shall not be required to sell such Preferred Shares at such Additional Closing until expiration or termination of the HSR Act waiting period, and; provided, further, that such purchase shall instead close on the second Business Day after expiration or termination of the HSR Act waiting period. At each Closing, subject to the terms and conditions set forth herein, the Company shall sell the Preferred Shares to be paid purchased at such Closing to the aggregate Cash Consideration Purchaser by delivering to or for the account Purchaser Preferred Shares registered in the name of the Seller by wire transfer to such bank account (Purchaser or its designees, with appropriate issue stamps, if any, affixed at the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time expense of the ClosingCompany, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien Lien, and the Purchaser shall purchase the Preferred Shares by depositing the purchase price therefor, in cash or Restriction on such Securities (other than any Lien or Restriction imposed pursuant by wire transfer of immediately available funds to an account designated by the Company in a notice delivered to the terms of this Purchase Agreement or Purchaser no less than one day prior to the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.Additional Closing Date.

Closing. (a) Unless Subject to the other provisions of this Purchase Article VIII, a meeting (“Closing”) will take place at which the parties to this Agreement shall have been terminated will deliver the certificates and other documents required to be delivered under Article X, Article XI and Article XII hereof and any other documents and instruments as may be necessary or appropriate to effect the transactions contemplated by this Agreement on a mutually acceptable date (“Closing Date”) as soon as practicable within a thirty (30) day period commencing with the latest of the following dates: (i) the receipt of shareholder approval and the last approval from any requisite regulatory or supervisory authority and the expiration of any statutory or regulatory waiting period which is necessary to effect the Merger; or (ii) if the transactions herein contemplated shall by this Agreement are being contested in any Proceeding and Guaranty or DCB have elected to contest the same, then the date that such Proceeding has been abandoned pursuant brought to Section 7.1(a) a conclusion favorable, in the judgment of each of Guaranty and subject DCB, to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing") consummation of the transactions contemplated ------- by Sectionherein, or such prior date as each of Guaranty and DCB shall elect whether or not such Proceeding has been brought to a conclusion. 2.1 will take place on the earlier of (ib) the second Business Day following the date hereof and (ii) such other date, time and place as the The parties shall otherwise mutually agree (in either event, the date of to use commercially reasonable efforts to have the Closing being referred to herein as the "Closing Date")occur on or before March 31, 2015. ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration parties to this Agreement will exchange certificates and the Seller as directed by other documents provided for under this Agreement in order to effect the Seller in writing prior Merger and to determine whether any condition exists which would permit the Closing Date; (iii) At parties hereto to terminate this Agreement. If no such condition then exists or if no party elects to exercise any right it may have to terminate this Agreement, then and thereupon the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The appropriate parties shall execute such documents and deliver, instruments as may be necessary or appropriate to effect the Registration Rights Merger contemplated by this Agreement;. (vc) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party Closing shall take place at the offices of ▇▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇▇▇ & Ford, LLP in Austin, Texas, or at such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.place to which the parties hereto may mutually agree.

Closing. The closing of the sale shall occur through escrow, with the escrow department of the Title Company, on a date mutually convenient to Landlord and Tenant that is at least one (a1) Unless month and not more than two (2) months after the final determination of the Purchase Price, subject to extension under 32.3(a) (the “Closing Date”). Landlord shall convey the Premises to Tenant by a duly executed and acknowledged special warranty deed (or local equivalent), subject only to the Permitted Encumbrances (the “Deed”). On or before the Closing Date, Landlord shall deposit into escrow the following: (A) the duly executed and acknowledged Deed; (B) a duly executed and completed transfer tax statement, in the form required by local law; (C) a duly executed and completed nonforeign affidavit, certifying that Landlord is not a foreign person as such term is defined by the Internal Revenue Code; and (D) all other documents, instruments or agreements as are reasonably required by the escrow holder to close the escrow and consummate the sale of the Premises in accordance with the provisions of this Section 32. On or before the Closing Date, Tenant shall deposit into escrow the following: (A) immediately available U.S. funds sufficient to pay the full Purchase Agreement Price plus Tenant’s share of the closing costs; (B) a duly executed and completed transfer tax statement, in the form required by local law; and (C) all other documents, instruments or agreements as are reasonably required by the escrow holder to close the escrow and consummate the sale of the Premises in accordance with the provisions of this Section 32. Through escrow at closing, Landlord shall have been terminated pay (A) the premium for the standard coverage portion of the owner’s title policy insuring title to the Premises in Tenant in the amount of the Purchase Price, plus sales tax on that premium; (B) one half of the escrow agent’s escrow fee, and (C) the state and local real property transfer due upon the conveyance of the Premises. Through escrow at closing, Tenant shall pay (A) the cost of recording the conveyance of the Premises, (B) one half of the escrow agent’s escrow fee, and (C) the cost differential between the premium for any extended title LEGAL28306451.1 coverage and/or endorsements requested by Tenant, and the transactions herein contemplated premium paid by Landlord for the standard coverage policy, plus the sales tax on that cost differential. Each party shall have been abandoned pursuant to Section 7.1(a) and subject to bear its own legal fees incurred in connection with the satisfaction or waiver of the conditions set forth in Article Vsale. At closing, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either eventprorate and make appropriate adjustments for real estate taxes, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller rents, and all amounts prepaid by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing Tenant prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actionsclosing, and shall execute and deliver such make other instruments or documents, as shall be required under Article V.appropriate closing prorations.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing") The Closing of the transactions contemplated ------- by Section 2.1 will take place herein and the transfer of the Assets shall occur on the earlier of (i) the second Business Day following the date hereof and (ii) or before August 6, 2004 at Seller’s office, ▇▇▇▇ ▇▇▇▇▇, Houston, Texas, at 10:00 a.m., local time, or such other date, time time, and place as Seller and Buyer may agree in writing (the parties shall otherwise mutually agree (in either event“Closing”). At Closing, the date of the Closing being referred to herein as the "Closing Date"). ------------following shall occur: (ia) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Buyer and Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliveracknowledge an Assignment and ▇▇▇▇ of Sale in substantially the form of Exhibit “C”, in form and substance sufficient to convey title to the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title Assets in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to accordance with the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and. (vib) Each party shall take such other actions, Buyer and Seller shall execute and deliver acknowledge any such other instruments as are reasonably necessary to effectuate the transfer, sale or documentsconveyance of the Assets to Buyer, including without limitation, separate assignments of the Assets on officially approved forms in sufficient counterparts to satisfy applicable statutory and regulatory requirements for the transfer of the Assets. (c) Buyer and Dynegy Midstream Services, Limited Partnership shall execute the Natural Gas Processing Agreements and Raw Product Purchase Agreements described in Schedule 14.23, which agreements shall be substantially in the forms heretofore provided to Buyer. (d) Buyer and Seller shall execute a Transition Services Agreement, under which Seller will provide certain Transition Services, as further defined in the Transition Services Agreement, from Closing through the completion of routine accounting for the October 2004 production month (the “Transition Period”). Unless otherwise agreed, such Transition Services Agreement shall (i) provide for a fee payable to Seller of $330,000.00 per month for each production month from August 2004 through October 2004, (ii) limit Seller’s liability for errors or omissions to cases of gross negligence or intentional misconduct, and (iii) include the following general categories of services (some of which may be discontinued prior to the end of the Transition Period by mutual agreement): Revenue accounting Revenue distribution Payment of severance taxes Payment of lease obligations Nominations and marketing of production Required regulatory filings Buyer will assume physical operation of the Assets as of 7:00 a.m. on the day following Closing and will perform its own cost and expense accounting for August 2004 and subsequent production months. Should Buyer request and Seller agree to provide any additional services during the Transition Period, such additional services shall be provided at a mutually agreeable fee. (e) Seller shall prepare and Seller and Buyer shall execute at Closing transfer orders or letters-in-lieu in form and substance satisfactory to Buyer for each purchaser or remitter of proceeds from the Leases, ▇▇▇▇▇ and Units. (f) Upon and against delivery of the Assignment and other instruments described in this Section, Buyer shall pay to Seller the Adjusted Purchase Price by bank wire, as designated in advance by Seller under Section 2.2. (g) On or before Closing, Seller shall, where Buyer is to become operator, supply Buyer with an appropriate governmental form as required under Article V.by the governmental agency, board or commission having jurisdiction and authority to change the name of operator from Seller to Buyer, for each Seller-operated Well (whether dry, inactive, injector or producing), Lease or any other well or facility or Personal Property, as may be required or defined by said agency, board or commission, located on the premises that form a part of the subject matter of this Agreement. All such forms shall be executed by Buyer and/or Seller as may be required prior to or during Closing. Buyer shall be responsible for any fee as may be required by such governmental agency, board or commission and, at the parties’ option, shall either deliver its check payable to the governmental agency, board or commission to Seller at Closing or credit this fee amount to Seller in the applicable Final Settlement Statement. Seller shall mail the completed form and fee to the proper governmental agency, board or commission after Closing.

Closing. (a) Unless this Purchase Agreement shall have been terminated Subject to and upon the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) terms and subject to the satisfaction or waiver of the conditions set forth in Article Vthis Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor's payment of [$____________] in cash as the closing purchase price therefor, (i) all the right, title and interest of Seller in and to the Initial Contracts listed on the initial List of Contracts in effect on the Closing Date (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto on or after the Initial Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto prior to the Initial Cutoff Date), (ii) all rights of Seller under any physical damage or other individual insurance policy (including a "Closing"FORCED PLACED" policy, if any) relating to any such Contract, an Obligor or a Motorcycle securing such Contract, (iii) all security interests in each such Motorcycle, (iv) all documents contained in the related Contract Files, (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement to the extent they relate to the Contracts, (vi) all rights (but not the obligations) of the transactions contemplated ------- by Section 2.1 will take place on Seller under any motorcycle dealer agreements between the earlier dealers (i.e. the originators of the Contracts) and the Seller, and (vii) all proceeds and products of the foregoing (items (i) - (vii), together with the second Business Day following the date hereof and (ii) such other dateadditional assets referred to in Section 2.04 below which may be transferred from time to time in respect of Subsequent Contracts, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being collectively referred to herein as the "Closing DateCONTRACT ASSETS"). ------------ Although Seller and Trust Depositor agree that any such transfer is intended to be a sale of ownership in the Contract Assets, rather than the mere granting of a security interest to secure a borrowing, in the event such transfer is deemed to be of a mere security interest to secure indebtedness, Seller shall be deemed to have granted Trust Depositor a perfected first priority security interest in such Contract Assets and this Agreement shall constitute a security agreement under applicable law. If such transfer is deemed to be the mere granting of a security interest to secure a borrowing, Trust Depositor may, to secure Trust Depositor's own borrowing under the Sale and Servicing Agreement (to the extent that the transfer of the Contract Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing) repledge and reassign (i) Premier shall pay all or cause to be paid the aggregate Cash Consideration to or for the account a portion of the Seller by wire transfer Contract Assets pledged to Trust Depositor and not released from the security interest of this Agreement at the time of such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; pledge and assignment, and (ii) At the effective time all proceeds thereof. Such repledge and reassignment may be made by Trust Depositor with or without a repledge and reassignment by Trust Depositor of the Closingits rights under this Agreement, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration and without further notice to or acknowledgment from Seller. Seller waives, to the Seller as directed extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against Trust Depositor or any assignee of Trust Depositor relating to such action by Trust Depositor in connection with the transactions contemplated by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" Sale and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Servicing Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V..

Closing. (a) Unless this Purchase Agreement Subject to Article VII, the closing of the Commitment (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., Eastern Time, on the date on which all of the conditions set forth in Article VII shall have been terminated and satisfied or waived in accordance with this Agreement (other than conditions that by their terms are to be satisfied at the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and Closing, but subject to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place such conditions). The date on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of which the Closing being actually occurs shall be referred to herein as the "“Closing Date"). ------------”. (ib) Premier shall pay At the Closing, the funds held in the Escrow Account (and any amounts paid to a Rights Offering Subscription Agent bank account pursuant to the last sentence of Section 2.4(b)) shall, as applicable, be released and utilized in accordance with the Plan. (c) At the Closing, issuance of the applicable shares of Unsubscribed Eligible Offeree Rights Offering Common Stock and Section 4(a)(2) Rights Offering Common Stock will be made by the Company to each Commitment Party (or cause to its designee in accordance with Section 2.6(a)) against payment of the Purchase Price in satisfaction of such Commitment Party’s Commitment. Unless a Commitment Party requests delivery of a physical stock certificate, the entry of Unsubscribed Eligible Offeree Rights Offering Common Stock, if any, and Section 4(a)(2) Rights Offering Common Stock to be paid the aggregate Cash Consideration delivered pursuant to or for this Section 2.5(c) into the account of such Commitment Party pursuant to the Seller by wire transfer Company’s book entry procedures and delivery to such bank Commitment Party of an account (statement reflecting the "Designated Bank Account") as the Seller book entry of such shares shall designate in writing prior be deemed delivery of such shares for purposes of this Agreement. Notwithstanding anything to the Closing Date; (iicontrary in this Agreement, all Unsubscribed Eligible Offeree Rights Offering Common Stock, if any, and Section 4(a)(2) At the effective time of the Closing, Premier shall issue shares of Premier Rights Offering Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered pursuant to Premier this Section 2.5(c) will be delivered with all issue, stamp, transfer, sales and use, or its designee similar transfer Taxes or duties that are due and payable (if any) in connection with such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned delivery duly paid by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.Company.

Closing. (a) Unless this Purchase Agreement Provided the Title Commitment is in the form required by Section 21.5(b), the Closing shall have been terminated take place at such time and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(adate within ten (10) days thereafter as agreed between Buyer and subject to the satisfaction or waiver Seller, unless extended in writing by mutual agreement of the conditions set forth in Article V, parties hereto. The Closing shall occur at the closing (the "Closing") offices of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof Title Company. Buyer and (ii) such other date, time and place as the parties shall otherwise mutually Seller agree (in either event, to deposit with Title Company not later than the date of the Closing being referred all executed documents required in connection with this transaction, including such documents as requested by the Title Company issuing the Title Policy. Upon receipt of all necessary documents, and when the Title Company is in a position to herein as issue to Buyer a Policy of Title Insurance, Title Company shall on the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time date of the Closing, Premier shall issue shares of Premier Common Stock constituting upon instructions from Buyer and Seller, cause the Stock Consideration deed to the Premises and any other necessary or appropriate instruments to be filed for record. (b) Seller as directed by hereby agrees that it shall be solely liable for and shall pay for: (i) the Seller in writing prior to preparation of the Closing Date; survey required under Paragraph 21.4 hereof; (ii) the issuance of the Title Commitment required under Paragraph 21.5(b) hereof; (iii) At the effective time premium charged for the issuance of the Closingsaid ALTA owner's title policy issued pursuant to said commitment, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties attorneys, brokerage, engineering and other professional fees of Seller. Seller hereby further agrees that it shall execute be solely liable for and deliver, shall pay any and all taxes as may be legally required for the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all conveyance of the Securities owned property being sold hereunder, so as to convey to Buyer the fee simple title to the Premises, free of all encumbrances, except as herein stated, or except as may be mutually agreed upon by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) parties hereto. Each party shall take such be responsible for its other actionscosts and expenses in accordance with the obligations or conditions to be performed by each respective party hereto. At the time of Closing, Seller and Buyer shall execute and deliver a closing statement setting forth said Purchase Price, with such other instruments or documents, closing adjustments thereto as shall may be required under Article V.applicable.

Closing. (a) Unless this Purchase Agreement shall have been terminated and Subject to any extension as hereafter provided or agreed to in writing by the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article Vparties, the closing (of this transaction shall take place in the "Closing") office of Title on or before August 6, 1999. Notwithstanding anything hereunder to the contrary and except for the 120-day period given to Seller to cure title defects in Section VI B, if in the event that the closing of the transactions contemplated ------- by Sectionthis Agreement have not occurred on or prior to September 1, 1999, any party hereto shall have the unilateral right to elect to terminate this Agreement. If such an election to terminate occurs, no party hereunder shall have any liability whatsoever to any other party hereunder. Possession of the Property shall be deemed to have been given by Seller to Buyer coincident with the closing. The following procedure shall govern the closing: 2.1 will take place (a) Prior to the closing, Seller shall deliver to Buyer and the Title Company a copy of the proposed general Warranty Deed (the "Deed") which shall be in recordable form and shall convey good and marketable record title to the Property (using the legal descriptions set forth on the earlier survey provided by Seller) to Buyer, subject only to current real estate taxes, the Permitted Encumbrances and other matters approved by buyer. If the form of the deed does not comply with the provisions set forth above, the Seller shall promptly correct the same upon notice from either buyer or the Title Company; (b) On or before the closing, Seller shall deliver to the Title Company or Buyer the following: (i) the second Business Day following Deed, properly executed and acknowledged along with the date hereof Deposit and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Datea standard form Seller's Affidavit; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Datecurrent real estate tax statements; (iii) At the effective time any applicable owner's duplicate certificates of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") title to the Seller as directed by the Seller in writing prior to the Closing DateProperty; (iv) The parties shall execute and deliver, the Registration Rights Agreementany applicable abstracts of title; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates a warranty of ▇▇▇▇ of sale properly executed for all Securities to evidence the transfer to Premier of good and marketable title in and to Personal Property including all of the Securities owned by the Seller free Seller's supply of lease forms, advertising material and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, andbusiness forms; (vi) Each properly executed assignments of all Seller's interest in and to the Leases and the original copies of all the Leases then in force and effect on the Property as of the closing and Other Agreements and the original copies of the Other Agreements (to the extent Buyer has requested the same and to the extent they are assignable), together with a current rent roll for tenants of the Property, and al security deposits and accrued statutory interest thereon, prepaid rents and other deposits made by tenants of the Property; (vii) a properly executed Indemnification Agreement; (viii) the Plans and Specifications for the improvements to the Property; (ix) an assignment of the warranties and any other documents required by this Agreement; (x) any other documentation reasonably requested by the Title Company in order to confirm the authority of the Seller to consummate this transaction or to permit the Title Company to issue to Buyer, upon completion of the closing, its Owner's Title Insurance Policy in an amount equal to the Purchase Price, subject only to those matters shown on the Commitment which were approved by buyer (the "Title Policy"); provided, however, that the foregoing shall not be construed to obligate Seller to provide any indemnity or to pay any sums not otherwise required to be paid by Seller hereunder; (xi) such funds may be required by Seller to pay closing costs or charges properly allocable to Seller; (c) On or before the closing Buyer shall deliver to the Title Company or Seller the following: (i) a properly executed Indemnification Agreement; (ii) such additional funds as may be required of Buyer to pay the Purchase Price, closing costs or charges properly allocable to Buyer. (d) After the Title Company has received all of the items to be deposited with it, and when it is in a position to issue the Title Policy reflected by the approved Commitment, the Title Company shall; (i) record the Deed instructing the Recorder's Office to return the same to Buyer; (ii) record any other instruments executed by the parties, or either of them, which are contemplated by this Agreement to be placed of record, instructing the Recorder's Office to return the same to the beneficiary thereof; (iii) issue to Buyer its Title Policy and deliver to Buyer all other documents to be herein deliver by Seller to the Title Company pursuant to this Agreement; (iv) charge Buyer for the cost of the title policy and survey, the recording cost of the Deed and the closing fee less abstracting charges and/or the cost of the title commitment which shall be charged to Seller; (v) charge Seller for the cost of recording any documents clearing title to the Property, any abstracting costs and/or the cost of the title commitment, and the cost, if any, of Buyer assuming the Other Agreements; (vi) charge Seller for the full cost of any deed transfer, revenue or similar tax with respect to the sale of the Property; (vii) 1998 real estate taxes and for prior years shall be paid by Seller and 1999 real estate taxes shall be prorated as of the date of closing. Seller shall pay all real estate taxes for 1998. All special assessments, levied or pending, including interest thereon, against the Property on the closing date, including, without limitation, trunk area charges and charges for lateral benefit from truck which remain unpaid in respect of the Property for sanitary sewer and storm sewer shall be paid for by Seller. If year 1999 real estate taxes are not available, then a proration shall be made based on the preceding years amount, and the amount of such taxes shall be adjusted when the current amount becomes known; (viii) all revenues and income, in connection with the operation of the Property (unless specifically otherwise allocated herein), shall all be prorated between the parties on the calendar year as of the closing date. Any income from rentals due but not paid as of closing date shall be forwarded to Seller if actually collected and received by buyer subsequent to the closing date; however, the parties agree that from and after the closing date, any monies received from any tenant shall be allocated first towards rental then currently due from such tenant, prior to allocation of past rentals due and owing from such tenant to Seller; (ix) all bills for services, labor, materials, capital improvements or other charges of any kind or nature rendered to Seller or the Property prior to the closing date shall be borne by and paid by Seller; (x) all tenant security deposits and any prepaid rent received by Seller for periods after the closing date shall be credited or paid to Buyer and charged to Seller and Buyer shall receive as a credit any accrued but unpaid interest on the Mortgage and a credit for the broker's fee of $410,000.00 as referenced in Section XIV hereof; (xi) all such proration of revenues and expenses shall be adjusted to the extent known on the closing date. Any such items unknown as of the closing date shall be adjusted after the closing date when such items become known; and (xii) prepare closing statements for Seller and Buyer, respectively, indicating deposits, credits and charges (including allocation of current real property taxes) and deliver the same, together with a disbursement of funds, to any appropriate party; Any supplemental closing instructions given by any party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall also be required under Article V.followed by the Title Company provided the same do not conflict with any instructions set forth herein.

Closing. (a) Unless Subject to and in accordance with the provisions of this Purchase Agreement Agreement, the closing of the purchase and sale of the Subject Shares (the “Closing”) will take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ on a date which shall be no later than ten (10) Business Days after the conditions in Section 7.1, Section 7.2, and Section 7.3 have been terminated and satisfied or waived (other than those conditions that by their terms are to be satisfied at the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and Closing, but subject to the satisfaction or waiver waiver, to the extent permitted by applicable Law, of such conditions at the conditions set forth in Article V, Closing). The parties may extend the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, Closing Date at any time and place from time-to-time by mutual written agreement. The date on which the Closing occurs is referred to in this Agreement as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "“Closing Date"). ------------.” (ib) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account By no later than five (the "Designated Bank Account"5) as the Seller shall designate in writing Business Days prior to the Closing Date, Seller shall deliver a certificate to Buyer, in form and substance reasonably satisfactory to Buyer and signed by an executive officer of Seller, that states that no Restricted Payments have been made since May 31, 2016 and accurately states the aggregate amount of the Distributions made after May 31, 2016 and prior to the Closing together with reasonable details and evidence of source of and authorization for the Distributions, including, as applicable, certified true and complete copies of the relevant minutes of the board of the applicable Acquired Company declaring the payment of such Distribution. (c) At the Closing: (i) Seller shall deliver to the Notary: (1) a written shareholders’ resolution duly executed by Seller, Vinccler and Petroandina or, alternatively, minutes of a duly convened shareholder’s meeting, approving the transfer of the Subject Shares and that is effective pursuant to the articles of association of HVDH; (2) the shareholders’ register of HVDH; (3) duly legalized power-of-attorney with respect to execution of the Deed of Transfer; (4) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary for the consummation of the Sale of Subject Shares. (ii) At Seller shall deliver to Buyer: (1) a release in the form attached as Exhibit D hereto; (2) the SPA Termination Agreement, dated and effective time as of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date, and signed by an executive officer of HNR; (3) all minute books, stock records and seals (if any) of the HVDH Companies and all minute books and stock records (or copies thereof) of the Petrodelta Companies in the possession of HNR or any of its Subsidiaries (other than the HVDH Companies); (4) duly executed resignations, as contemplated by Section 6.8(a); (5) the certificate of Seller required by Section 7.2(d), duly executed by Seller; (6) the certificate of HNR required by Section 7.2(d), duly executed by HNR; (7) revocations (in form and substance satisfactory to Buyer) of all powers of attorney and banking mandates issued by the HVDH Companies to persons nominated by an HVDH Company or any Retained Company; (8) revocations (in form and substance satisfactory to Buyer) of all banking mandates issued by any Petrodelta Company to persons nominated by an HVDH Company or any Retained Company; and (9) all such other documents and instruments as may be reasonably required by Buyer or Buyer Designee to consummate the transactions contemplated by this Agreement. (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such Buyer the following, in each case, at a time and location and in a medium and method reasonably requested by Buyer: (1) any check books and all financial and accounting books and records of each of the HVDH Companies; (2) all Contracts to which each of the HVDH Companies is party; (3) all other documents as Premier may reasonably request, including certificates for all Securities to evidence and information of the transfer to Premier of good and marketable title in and to HVDH Companies; (4) all of the Securities owned by share certificates in respect of the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, Petrodelta Interest; and (vi5) Each party all documents and information provided or made available by Petrodelta to any HVDH Company including board papers, financial and accounting books and communications between Petrodelta and any Governmental Authority, CVP and/or PDVSA. (iv) Buyer shall take such other actionsdeliver to Seller: (1) in accordance with Section 2.1(b): (A) the Cash Consideration (including the Escrow Amount); (B) the Buyer Promissory Note and Buyer Guaranty; (C) the 15% Note; (D) the Additional Draw Note; (E) the HNR Shares; and (F) the HNR Warrant (collectively, the “Purchase Consideration”); and (2) the SPA Termination Agreement, dated and effective as of the Closing Date, and signed by an executive officer of Buyer; (3) the certificate required by Section 7.3(c). (v) Buyer and Seller shall execute and deliver such other instruments cause the Subject Shares to be transferred to the Buyer or documents, Buyer Designee by way of execution of the notarial deed of transfer of shares substantially in the form attached as shall be required under Article V.Exhibit E hereto (the “Deed of Transfer”).

Closing. (a) Unless this Purchase Agreement shall have been terminated The closing of the sale and purchase of the transactions herein contemplated shall have been abandoned Membership Interest pursuant to Section 7.1(a) and subject the Buy/Sell Option or pursuant to the satisfaction or waiver Buy-Out Interest Option shall take place at the offices of the conditions set forth in Article V, the closing Purchaser Member’s counsel forty-five (the "Closing"45) of the transactions contemplated ------- by Section 2.1 will take place on the earlier of calendar days after either (i) the second Business Day following date of the date hereof and exercise of the Buy-Out Interest Option or (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as exercise of the "Closing Date"). ------------ Buy/Sell Option (i) Premier shall pay or cause the date the Buy/Sell Option was to be paid exercised if the aggregate Cash Consideration Change in Control Member failed to or for timely exercise the account Buy/Sell Option); provided, that the closing shall in no event occur earlier than three (3) Business Days after receipt of all approvals required from, and expiration of all waiting periods (including waiting periods under the Seller by wire transfer to such bank account Ha▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ▇ct) imposed by, any governmental authorities in connection with the purchase and sale. At closing, (a) the Member selling its Membership Interest (the "Designated Bank Account"“Seller Member”) as the Seller shall designate in writing prior represent and warrant to the Closing Date; Member purchasing such Membership Interest (iithe “Purchaser Member”) At that the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration Purchaser Member is receiving good and marketable legal and beneficial title to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the ClosingMember’s Membership Interest, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities Liens (other than any Lien or Restriction restrictions imposed pursuant to by the terms of this Purchase Agreement or the Warrant Agreement) or the Securities Act, applicable federal or state securities laws, and and this Agreement), which representations and warranties shall be the sole representations and warranties required of the Seller Member, (vib) Each party the Seller Member shall take such other actionsdeliver to the Purchaser Member resignations from those Representatives the Seller Member has appointed to the Board, and (c) the Purchaser Member shall execute and deliver such other instruments to the Seller Member an amount equal to either the Buy-Out Interest Purchase Price (in the case of the purchase of the Membership Interest pursuant to the Buy-Out Interest Option) or documentsthe Buy/Sell Purchase Price (in the case of the purchase of the Membership Interest pursuant to the Buy/Sell Option) in immediately available funds. Subject to the provisions of Section 21.6.5, as if the closing occurs, the Members shall not be required to recommence the process of dissolving and liquidating the Company pursuant to Sections 21.3, 21.4, and 21.5. Notwithstanding anything to the contrary in this Section 21.6.4, if a governmental authority whose approval is required to consummate the purchase of the Membership Interest fails to approve such transaction or imposes a condition on its approval that, in the sole discretion of the Purchaser Member, would make the purchase by it of the Membership Interest pursuant to the Buy-Out Interest Option or pursuant to the Buy/Sell Option impractical or not otherwise in the best interests of the Purchaser Member, then the Purchaser Member may terminate the purchase of the Membership Interest by and upon delivery of written notice to the Seller Member and, solely in the case of the Buy/Sell Option, the Seller Member’s receipt of payment in an amount equal to the Seller Member’s reasonable expenses (or share of the Company’s reasonable expenses) incurred in connection with the Purchaser Member’s exercise of the Buy/Sell Option, and upon such termination, (i) neither Member shall have any further obligation under Article V.this Section 21.6 with respect thereto, (ii) the Seller Member shall continue to own its Membership Interest, (iii) in the case of a termination of the Buy-Out Interest Option, the Members shall recommence the process of dissolving and liquidating the Company pursuant to Sections 21.3, 21.4, and 21.5 and (iv) in the case of a termination of the Buy/Sell Option, the Buy/Sell Member shall have the right within thirty (30) days of such termination to trigger a termination of this Agreement pursuant to Section 21.2.7.

Closing. (a) Unless Subject to the terms and conditions of this Purchase Agreement Agreement, the closing of the Transaction (the “Closing”) shall take place at the offices of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on the date that is three (3) Business Days after the date on which all conditions set forth in Section 7.01, Section 7.02 and Section 7.03 have been terminated and satisfied or waived by the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject Party entitled to the benefit thereof (other than those conditions that by their terms are to be satisfied at the Closing) or such other time and place as Buyers and Seller Parent may mutually agree. Notwithstanding the foregoing, if requested by Seller Parent in writing, the Closing shall occur on the first (1st) Business Day of the month following the month during which the Closing is otherwise required to occur, as provided in the immediately preceding sentence; so long as any such written notice to defer the Closing would not result in the Closing occurring on a Business Day following the Termination Date, and subject, in each case, to satisfaction or waiver waiver, as of the Closing Date, of all of the conditions set forth in Article VSection 7.01, Section 7.02 and Section 7.03 (other than those conditions that by their terms are to be satisfied at the closing (Closing); provided that the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier Closing shall not occur before later of (i) the second Business Day thirty (30) consecutive days following the date hereof the Buyer Parent has received the Required Financial Information and such Required Financial Information described in clause (a) of the definition of “Carve-out Financial Information” with respect to the fiscal year ended December 31, 2023, remains Compliant during such thirty (30) consecutive day period (provided further, however that the foregoing period shall not be deemed to have commenced if, prior to the completion of such thirty (30) consecutive day period, such Required Financial Information is not Compliant on any day during such period (and such thirty (30) consecutive day period shall not commence until such new Required Financial Information that is Compliant is delivered to Buyer Parent, following which such thirty (30) consecutive day period shall reset)), and (ii) such other dateMarch 1, time 2025 (the later of the foregoing clauses (i) and place (ii), the “Inside Date Period”), in each case, without the prior written consent of the Buyer Parent. The date on which the Closing actually occurs is referred to in this Agreement as the parties “Closing Date”. If the Closing occurs, all transactions contemplated herein to occur on or as of the Closing Date shall otherwise mutually agree be deemed to have occurred simultaneously and to be effective (for Seller Parent’s internal accounting purposes only) at 12:00 a.m. (Eastern time) on the Closing Date; provided, that, if the Closing Date is not the first (1st) calendar day of the applicable month in either eventwhich the Closing occurs, all transactions contemplated herein to occur on or as of the Closing Date shall be deemed for Seller Parent’s internal accounting purposes only to have occurred simultaneously and to be effective at 12:00 a.m. (Eastern time) on the first (1st) calendar day of such month (which shall not affect the calculation of any components of the Closing Purchase Price hereunder). The Parties shall cooperate in good faith and take all actions reasonably necessary to effect any such deemed effective time. For the avoidance of doubt, all references herein to the Closing Date (including with respect to the Calculation Time) shall refer to the date on which the Closing actually occurs and not the date of such deemed effective time, if different. (b) At or prior to the Closing being referred Closing, Seller Parent shall deliver to herein as the "Closing Date"). ------------Buyer Parent: (i) Premier an assignment with respect to the Transferred JV Interests, in the form attached hereto as Annex A (the “Transferred JV Interests Assignment”), duly executed by the JV Company Seller, together with certificates representing such Transferred JV Interests, if such Transferred JV Interests are certificated; (ii) real property transfer tax forms or similar ancillary transfer-related forms required by applicable Law, if any, to be executed by each applicable JV Company Holder with respect to the transfer of any Owned Real Property in connection with the sale of a Purchased Company or a Purchased Subsidiary by a JV Company Holder; (iii) subject to Section 6.20, a counterpart signature page to the Services Agreement, duly executed by Seller Parent and the JV Company; (iv) a counterpart signature page to the Trademark License Agreement, in the form attached hereto as Schedule 1.06(b)(iv) (the “Trademark License Agreement”), duly executed by Seller Parent and the JV Company, pursuant to which Seller Parent or one of its Affiliates will grant to the JV Company and its Subsidiaries a license to use the Seller Marks in the Business following the Closing; (v) written resignations, effective as of the Closing, of the officers and directors of the JV Company and its Subsidiaries (including the Purchased Companies and the Purchased Subsidiaries); (vi) customary lien release confirmations (each a “Release Letter”) from the holders of Indebtedness set forth on Schedule 1.06(b)(vi), which Release Letters shall provide that upon receipt from or on behalf of the Purchased Companies and the Purchased Subsidiaries and their Affiliates of evidence that the Closing has occurred, as applicable, (i) all Liens relating to such Indebtedness shall be released and terminated and of no further force and effect and (ii) any and all outstanding guarantees of indebtedness of Seller Parent and its Affiliates by the Purchased Companies and the Purchased Subsidiaries shall be discharged and extinguished in full; provided, that Seller Parent shall deliver to Buyer Parent drafts of the Release Letters at least two (2) Business Days prior to the Closing Date and executed copies of the Release Letters at least one (1) Business Day prior to the Closing Date; (vii) a properly completed and executed IRS Form W-9 from each JV Company Holder transferring in the Pre-Closing Bidco Exchanges any Purchased Equity Interests in any Person treated as a “United States person” within the meaning of Section 7701(a)(30) of the Code (treating any “disregarded entity” as a regarded Person for the sole purpose of determining whether such Person is a “United States person” within the meaning of Section 7701(a)(30) of the Code), and including (for clarity’s sake) a properly completed and executed IRS Form W-9 from each US JV Company Holder; (viii) a properly completed certificate duly executed by the JV Company, dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under Treasury Regulation Section 1.1445-11T(d)(2)(i) (or any succeeding guidance) stating that less than 50% of the value of the gross assets of the JV Company consists of United States real property interests (within the meaning of Section 897 of the Code) or less than 90% of the value of the gross assets of the JV Company consists of United States real property interests (within the meaning of Section 897 of the Code) plus any cash or cash equivalents; (ix) a properly completed certificate duly executed by the JV Company, dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under Treasury Regulation Section 1.1446(f)-2(b)(4); provided, however, that the sole recourse with respect to any failure to provide any form or certificate under clauses (vii) through (ix) of this Section 1.06(b) shall be to deduct and withhold (or cause such deduction or withholding to occur) amounts required to be deducted or withheld as a result of such failure from the consideration otherwise payable pursuant to this Agreement to any Person in accordance with Section 1.08; (x) subject to Section 6.19, a counterpart signature page to the JV Company Limited Partnership Agreement, duly executed by each JV Company Holder, GP LLC and the JV Company; and (xi) a certificate signed by an officer of Seller Parent, dated as of the Closing Date, certifying that the conditions specified in Section 7.02(a), Section 7.02(b) and Section 7.02(c) have been satisfied. (c) At or prior to the Closing, Buyers shall pay or deliver to Seller Parent or the JV Company Seller, as applicable: (i) an amount equal to the Closing Cash Consideration, by wire transfer of immediately available funds, to the JV Company Seller in accordance with the Consideration and Transfer Schedule and in the proportions set forth on the Consideration and Transfer Schedule; (ii) a counterpart signature page to the Transferred JV Interests Assignment, duly executed by each Buyer; (iii) real property transfer tax forms or similar ancillary transfer-related forms required by applicable Law, if any, to be executed by each Buyer with respect to the transfer of any Owned Real Property in connection with the sale of a Purchased Company or a Purchased Subsidiary by a JV Company Holder; (iv) a certificate signed by an officer of each Buyer, dated as of the Closing Date, certifying that the conditions specified in Section 7.03(a) and Section 7.03(b) have been satisfied; and (v) subject to Section 6.19, a counterpart signature page to the JV Company Limited Partnership Agreement, duly executed by each Buyer. (d) At the Closing, the JV Company shall pay or cause to be paid the aggregate Cash Consideration JV Expenses to or for the account applicable payees thereof. (e) Prior to the Calculation Time, Seller Parent will use commercially reasonable efforts to minimize the amount of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.Transaction Expenses.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver 7.1 The closing of the conditions set forth in Article V, the closing transaction contemplated by this Agreement (the "Closing") of the transactions contemplated ------- by Section 2.1 will shall take place on the earlier of (i) the second Business Day following the date hereof and (ii) at such other date, time and at such place as the parties shall otherwise mutually agree no later than April 15, 2000 (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------) unless such date is extended by written agreement of STARFEST and CONCIERGE and shall be effected in accordance with the following: (ia) Premier CONCIERGE shall pay deliver to STARFEST, and STARFEST shall deliver to CONCIERGE, good standing certificates from the secretary of state of any state where the ownership of its assets or cause the conduct of its business would require such qualification, attesting to the good standing of CONCIERGE or, as the case may be, STARFEST, in each such state. (b) There shall be delivered all other previously rendered documents, instruments and other writings required to be paid the aggregate Cash Consideration delivered by CONCIERGE to STARFEST or for the account of the Seller by wire transfer STARFEST to such bank account (the "Designated Bank Account") CONCIERGE, as the Seller shall designate in writing case may be, at or prior to the Closing Date;pursuant to this Agreement or otherwise legally required or reasonably necessary in connection herewith. (iic) At STARFEST shall deliver to CONCIERGE the effective time certificate of its corporate Secretary certifying that the necessary corporate action of STARFEST's directors and stockholders has taken place to approve the merger contemplated by this Agreement, and CONCIERGE shall deliver to STARFEST the certificate of its corporate Secretary certifying that the necessary corporate action of CONCIERGE's directors and stockholders has taken place to approve the merger contemplated by this Agreement. (d) STARFEST shall provide the documents needed to be filed with the Secretaries of State of Nevada and California to effect the merger, and the officers of each of STARFEST and CONCIERGE shall execute the documents and deliver them to such Secretaries of State for filing. (e) CONCIERGE shall deliver to STARFEST a list of its stockholders, certified by its Secretary, setting forth the number of shares of CONCIERGE common stock owned by each such stockholder and the number of shares each such stockholder is to receive in the merger. STARFEST shall send the list to its transfer agent and stock registrar with instructions to issue the 78 million shares to the CONCIERGE stockholders in accordance with the list. The certificates that will represent such 78 million shares of Common Stock of the Closing, Premier shall issue shares of Premier Common Stock constituting post-merger company will not bear a legend restricting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time transferability of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.shares.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver The closing of the conditions set forth sale to and purchase by the Purchaser of the Common Shares referred to in Article V, the closing Section 2.2 hereof (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of shall occur no later than 20 business days after a Purchase Event (ias defined herein) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ At the Closing, (i) Premier the Company shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior deliver to the Closing Date; (ii) At Purchaser certificates evidencing the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed Shares being purchased by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (Purchaser as set forth in the form attached hereto Election Amount Notice (as Exhibits "B" and "C"defined herein) to the Seller or as directed by the Seller otherwise specified in writing prior to the Closing Date; (iv) The parties shall execute and deliverthis Section 2.2(b), the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (liens of any nature whatsoever, other than any Lien those created by the certificate, registered in the Purchaser's name, and (ii) the Purchaser shall deliver to the Company the product of the Per Share Purchase Price and the amount of Common Shares the Purchaser has elected to purchase (the "Purchase Price") pursuant to Section 2.2(c), by cashier's check or Restriction imposed wire transfer of immediately available funds (a "Cash Closing"). Notwithstanding the foregoing, in the event that the Purchaser does not obtain on or before December 31, 1999 the necessary consents and approvals under the Orbital Credit Facility to consummate the transactions contemplated hereby, the Purchaser agrees that it shall not invoice the Company for the first $25,000,000, in the aggregate, incurred on or after January 1, 2000 under the Procurement Agreement, and the RadarSat-2 Agreement (the "Orbital Agreements"), until such time as the Purchaser has obtained the necessary consents and approvals under the Orbital Credit Facility to consummate said transactions; provided, however, that if the Purchaser has not obtained the necessary consents and approvals under the Orbital Credit Facility within one (1) year of the earlier to occur of the date on which either the OrbView-3 or OrbView-4 satellite has completed on-orbit checkout and commenced business operations, the Purchaser shall be entitled to thereafter invoice the Company for all amounts which the Purchaser is then entitled to invoice the Company under the Orbital Agreements and the Company shall pay such invoices pursuant to the terms of applicable Agreements, whereupon this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each shall terminate and nether party shall take such have any obligation to the other actions, hereunder. This Agreement contemplates multiple Cash Closings and shall execute and deliver such other instruments or documents, as shall be required under Article V.Closing Dates.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the The initial closing (the "“Initial Closing"”) of the transactions contemplated ------- by Section 2.1 will take place on purchase of the earlier Notes and Warrants in return for the consideration provided shall be held at the offices of (i) the second Business Day following the date hereof and (ii) ▇▇▇▇▇▇▇ Coie LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m., April 20, 2004, or at such other date, time and place as the parties Company and the Lenders acquiring Notes representing a majority of the aggregate principal amount of the Notes may agree orally or in writing. (b) At any time until Notes with an aggregate original principal amount of $2,300,000 have been issued, subsequent closings (each a “Subsequent Closing”) of the financing may be held at such time and place as shall be mutually agreed upon by the Company and the lenders who are participating in such Subsequent Closing. At any Subsequent Closing, the name of each additional Lender shall be added to Schedule 1 hereto and each additional Lender that is issued a Note and Warrant at such Subsequent Closing shall become a party hereto by execution of a counterpart of the signature page, in each case without the necessity of formal amendment hereto. For purposes of this Agreement, unless the context otherwise mutually agree (in either eventrequires, the term “Closing” shall refer, with respect to each Lender, to the date of the specific closing at which such Lender is issued a Note and Warrant by the Company. At each Closing, each Lender purchasing a Note and Warrant at such Closing being referred shall deliver the principal amount set forth opposite such Lender’s name on Schedule 1 hereto via wire transfer of immediately available funds or check to herein as the "Closing Date"). ------------ (i) Premier Company, and the Company shall pay or cause deliver to be paid the aggregate Cash Consideration to or such Lender an executed Note and Warrant in return for the account consideration provided to the Company. The purchase price of each Note shall be equal to 100% of the Seller by wire transfer original principal amount thereof, and the purchase price of each Warrant shall be equal to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time $0.001 per share of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the for which such Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to may be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.exercised.

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”) shall occur on a closing date (the “Closing Date”) specified in the Closing Notice (as defined below), and be conditioned upon the substantially concurrent consummation of the Transaction (the closing date of the Transaction, the “Transaction Closing Date”) and the closing of the sale of the Shares under the Other Subscription Agreements constituting the PIPE Investment. Not less than five (5) business days prior to the scheduled Transaction Closing Date, ENNV shall provide written notice to the Investor (the “Closing Notice”) (i) of such scheduled Transaction Closing Date and the anticipated Closing Date, (ii) that ENNV reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on such scheduled Transaction Closing Date and (iii) wire instructions for delivery of the Subscription Amount to ENNV. Not later than three (3) business days prior to the anticipated Closing Date, the Investor shall deliver the Subscription Amount to ENNV by wire transfer of United States dollars in immediately available funds to the account(s) specified by ENNV in the Closing Notice. On the Closing Date, ENNV shall (i) issue the Shares to the Investor, (ii) subsequently cause the Shares to be registered in book entry form in the name of the Investor on the ENNV share register and (iii) use commercially reasonable efforts promptly thereafter to cause its transfer agent to provide to Investor a copy of such transfer agent’s records showing Investor (or its valid nominee or custodian, as applicable) as the owner of the Shares on and as of the Closing Date; provided, however, that ENNV’s obligation to issue the Shares to the Investor is contingent upon ENNV having received the Subscription Amount in full accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. Prior to or at the Closing, Investor shall deliver to ENNV a duly completed and executed Internal Revenue Service Form W‑9 or appropriate Form W‑8. Unless otherwise agreed to in writing by ENNV and the Investor, in the event the Transaction Closing Date does not occur within five (5) business days after the Closing Date under this Subscription Agreement, ENNV shall promptly (but not later than two (2) business days thereafter) return the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed repurchased and cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall (a) Unless not terminate this Purchase Agreement shall have been terminated and Subscription Agreement, (b) by itself, constitute a failure of any of the transactions herein contemplated shall have been abandoned pursuant conditions to Closing under Section 7.1(a3, or (c) and subject relieve the Investor of its obligation to purchase the Shares at the Closing upon the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.Section 3.

Closing. There is a minimum offering amount of $1,000,000 (athe “Minimum Offering Amount”) Unless and the Company may elect to close this Purchase offering at any time after it has received subscriptions for the Minimum Offering Amount. Upon receipt by the Company of the Minimum Offering Amount and satisfaction of the Conditions set forth herein, the first closing (the “First Closing”) shall occur prior to 12:00 p.m. on such date and time as determined by the Company in writing to the Subscriber, but no later than March 26, 2010 (the “First Closing Date”). After the First Closing has been concluded, the Company may set multiple, subsequent closings (“Subsequent Closing”, together with the First Closing referred to herein, as applicable, as the “Closing”) at the discretion of the Company upon written notice to the Subscribers to be involved in the Subsequent Closing of the subsequent closing date (“Subsequent Closing Date”, together with the First Closing Date referred to herein, as applicable, as the “Closing Date”). All funds will be delivered to the Company. The Securities subscribed for herein will not be deemed issued to, or owned by, the Subscriber until the Subscription Agreement shall has been executed by the Subscriber and countersigned by the Company, and all payments required to be made herein have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and made. The Closing is subject to the satisfaction or waiver fulfillment of the following conditions set forth in Article V, the closing (the "Closing"“Conditions”) of which Conditions the transactions contemplated ------- by Section 2.1 will take place Company and the Subscriber covenant to exercise their reasonable best efforts to have fulfilled on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date: (i) the Subscriber shall have tendered the Subscription Price to the Company; (ii) At the effective time all relevant documentation and approvals as may be required by applicable securities statutes, regulations, policy statements and interpretation notes, by applicable securities regulatory authorities and by applicable rules shall have been obtained and, where applicable, executed by or on behalf of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing DateSubscriber; (iii) At the effective time Company shall have authorized and approved the execution and delivery of this Subscription Agreement and the issuance, allotment and delivery of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing DateSecurities; (iv) The parties the Company and the Subscriber shall execute and deliver, the Registration Rights Agreement;have complied with its covenants contained in this Subscription Agreement to be complied with prior to Closing; and (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good representations and marketable title in and to all warranties of the Securities owned by Company and the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of Subscriber set forth in this Purchase Subscription Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.true and correct as of the Closing Date.

Closing. The closing of the Buyer’s purchase of the Seller’s Interests (athe “Call Right Closing”) Unless this will be completed at the principal office of the Company on the date which is thirty (30) days after the determination of the Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned Price pursuant to Section 7.1(a7.6(b) and subject or 7.6(c) (whether by agreement, failure to timely submit a Value Dispute Notice, or appraisal), or such later date as may be necessary to obtain any required regulatory or third-party approvals, but in no event later than two hundred seventy (270) days following the satisfaction or waiver determination of the conditions set forth in Article VPurchase Price pursuant to Section 7.6(b) or (c). At the Call Right Closing, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following Buyer shall pay the date hereof and Purchase Price in the manner specified in Section 7.6(f), (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to deliver certificates (if any) representing the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause Interests to be delivered to Premier or its designee such documents as Premier may reasonably requestsold, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities Liens (other than any Lien or Restriction imposed pursuant those contained in this Agreement), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, (iii) the Seller shall represent in writing to the terms Buyer that such Interests are owned of record and beneficially by such Seller, free and clear of all Liens (other than those contained in this Purchase Agreement), (iv) Seller shall cause its appointed Board Members to resign effective immediately after the Call Right Closing, (v) each party shall execute and deliver a mutual release with respect to all claims arising under this Agreement or prior to such date, in a form reasonably acceptable to the Warrant Agreement) or the applicable federal or state securities lawsparties, and and (vi) Each each party shall, and shall take such other actionscause its Affiliates, to execute and deliver any amendments to the Related Project Agreements required pursuant to their terms. The Buyer and Seller shall cooperate in the obtaining of all governmental and third-party approvals and consents reasonably necessary or desirable to consummate the Transfer of the Seller’s Interest pursuant to this Section 7.6(e) and shall execute and deliver such other instruments additional documents as are otherwise reasonably necessary or documents, as shall be required under Article V.appropriate to consummate the transactions contemplated hereby.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing The Closing (the "Closing") of the sale of the Property by Seller to Purchaser (and of the other related transactions contemplated ------- by Section 2.1 will take place on hereby) shall occur through the earlier office of the Title Company in Washington, DC at: (i) the second Business Day following the date hereof and 10:00 a.m. on February 7, 2001; or (ii) or at such other date, location and time and place as the parties shall otherwise mutually agree upon, subject to adjournments as expressly provided for in this Contract (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------In the event that the Closing Date would otherwise occur during any periods described in Sections 5(b) and/or 6 while Purchaser and/or Seller are considering, undertaking and/or reviewing any actual or potential objection or breach (and/or any purported cure thereof), or during any Seller period therein for curing or electing to cure, or during any period therein for Purchaser to make any election with respect thereto, then such Closing Date shall be extended to such date as is five (5) business days following the later of (x) the last day that Purchaser may make such objection or declare such breach, (y) the last day that Seller may affect or notify Purchaser of such cure and/or (z) the last date Purchaser may make any election with respect thereto. A pre- closing conference (the "Pre-Closing Conference") shall be held on the business day immediately preceding the Closing Date at 10:00 a.m. at the offices of the Title Company (or at such other location as the parties shall mutually agree upon). (i) Premier Purchaser shall pay exercise its good faith business efforts to cause New Lender to close the purchase money loan to Purchaser on or before February 7, 2001. However, in the event the New Lender has not completed its due diligence or is otherwise not prepared to close the purchase money loan in favor of Purchaser on or before February 7, 2001, Purchaser shall so notify Seller in writing and the Closing Date shall be extended March 7, 2001. (ii) In the event the outside Closing Date has been extended until March 7, 2001, Purchaser shall exercise its good faith business efforts to cause New Lender to close the purchase money loan to Purchaser on or before March 7, 2001. In the event the New Lender has not completed its due diligence or is otherwise not prepared to close the purchase money loan in favor of Purchaser on or before ▇▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ shall so notify Seller in writing and the Closing Date shall be extended until April 6, 2001. (c) Rents paid or payable under the aggregate Cash Consideration ▇▇▇▇ Lease and accrued but unpaid interest under the Existing Debt (if assumed by Purchaser) shall be prorated at Closing and all amounts of rent and other sums received from ▇▇▇▇ or others in respect of the Property from and after the Closing Date shall be owned for the benefit of Purchaser (and the Seller shall forward all such amounts received by any of them, or by any agent of it, to or for the account benefit of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date;Purchaser). (iid) At the effective time Pre-Closing Conference, all of the Closingfollowing shall occur, Premier all of which shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date;be deemed concurrent conditions: (iiii) At the effective time of the ClosingSeller, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" at Seller's sole cost and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller expense shall deliver or cause to be delivered into escrow with the Title Company the following: (A) A special warranty deed conveying the Real Property from Seller to Premier or its designee such documents as Premier may reasonably request, including certificates for Purchaser; (B) A special warranty ▇▇▇▇ of sale conveying the Personal Property from Seller to Purchaser. (C) An assignment of the ▇▇▇▇ Lease from Seller to Purchaser with full warranty of title. (D) An assignment of all Securities to evidence the transfer to Premier of good and marketable title Seller's interest in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities lawsPermits, Agreements, Warranties, Studies and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.

Closing. (a) Unless this Purchase Agreement The Closing shall have been terminated and take place (i) at 9:00 a.m., Dallas, Texas time, on a date that is two Business Days after the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or satisfaction, or, if permissible, waiver of the conditions set forth in Article VIX (other than those conditions that by their nature are to be satisfied at Closing, it being understood that the closing (the "Closing") occurrence of the transactions contemplated ------- by Section 2.1 will take place on Closing shall remain subject to the earlier satisfaction or, if permissible, waiver, of (isuch conditions at Closing) the second Business Day following the date hereof and or (ii) on such other date, time and place date as the parties shall otherwise mutually may agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------writing. (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (iib) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall SPAC Parties will deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to the Company the following: (i) evidence the transfer to Premier of good and marketable title in and to all of the Securities owned filing with, and acceptance by, the Office of the Secretary of State of the State of Delaware of the Surviving PubCo Certificate of Incorporation, effective as of the Domestication, substantially in the form attached hereto as Exhibit A to reflect, among other things, the authorization of the Surviving PubCo Class A Common Stock, Surviving PubCo Class B Common Stock and Surviving PubCo Class C Common Stock, with such rights and powers as granted therein; (ii) evidence of the adoption of the Surviving PubCo Bylaws, effective as of the Domestication, substantially in the form attached hereto as Exhibit B; (iii) the amended and restated limited liability company agreement of HoldCo, substantially in the form attached as Exhibit H hereto (the “A&R HoldCo LLC Agreement”), duly executed by SPAC, which shall include the HoldCo Holder Redemption Right; (iv) the Tax Receivable Agreement, duly executed by the Seller free applicable SPAC Parties; (v) the Registration Rights Agreement, duly executed by ▇▇▇▇ and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, andSponsor; (vi) Each party shall take evidence of the consummation of the Transactions contemplated to occur prior to Closing and set forth in the A&R Sponsor Letter Agreement and the Investor Letter Agreements in each case, in accordance therewith and on such other actionsterms reasonably acceptable to the Company; (vii) evidence of the cancellation and termination of the Sponsor Note and the satisfaction and discharge of all outstanding amounts under the Sponsor Note and all Sponsor Advances, effective as of the Closing Date, in a form and on such terms reasonably acceptable to the Company; (viii) evidence that all shares of Surviving PubCo Class A Common Stock and SPAC Public Warrants outstanding immediately following the Closing and all shares of Surviving PubCo Class A Common Stock to be issued upon the exercise of the HoldCo Holder Redemption Right and the SPAC Public Warrants are approved for listing on an Approved Exchange, subject to official notice of issuance; (ix) the consideration outlined in Section 4.02(b); (x) evidence of the consummation of the Transactions contemplated to occur prior to Closing, in accordance therewith and on such other terms reasonably acceptable to the Company; and (xi) any other agreements, instruments, and documents which are required by other terms of this Agreement to be executed or delivered at Closing. (c) At the Closing, the Company will deliver or cause to be delivered to Surviving PubCo the following: (i) the A&R HoldCo LLC Agreement, duly executed by the Company Members designated to receive HoldCo Units pursuant to Section 4.02; (ii) the Tax Receivable Agreement, duly executed by the Company Members that are party thereto; (iii) the Registration Rights Agreement, duly executed by Surviving PubCo and the Company Members that are party thereto; and (iv) any other agreements, instruments, and documents which are required by other terms of this Agreement to be executed or delivered at Closing. (d) Not less than three Business Days prior to the Closing, SPAC shall execute provide to the Company a written statement setting forth (A) SPAC’s good faith estimates of the SPAC Transaction Expenses and deliver other SPAC Liabilities paid or required to be paid as of the Closing, together with supporting documentation, including any invoices that are in the SPAC’s possession at such other instruments or documentstime and (B) the SPAC’s good faith estimate of the amount of the Available Cash. (e) Not less than three Business Days prior to the Closing, the Company shall provide to the SPAC a written statement setting forth the Company’s good faith estimates of the Company Transaction Expenses required to be paid as shall be required under Article V.of the Closing, together with supporting documentation, including any invoices that are in the Company’s possession at such time.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject Subject to the satisfaction or waiver of the conditions set forth in Article VSections 2(c) and 2(d), the closing of the Subscription contemplated hereby (the "“Closing"”) shall occur on the date of, and at a time immediately prior to, the closing of the Merger (such date, the “Closing Date”). Not less than ten (10) business days prior to the scheduled Closing Date (the “Scheduled Closing Date”), the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of the transactions contemplated ------- by Section 2.1 will take place Scheduled Closing Date. For purposes of this Subscription Agreement, “business day” means any day on which the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date principal offices of the Closing being referred Securities and Exchange Commission (the “Commission”) in Washington, D.C. is open to herein as accept filings, or, in the "Closing Date"). ------------case of determining a date when any payment is due, any day on which banks are not authorized or obligated to be closed in New York, New York; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter-in-place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day. (b) Subject to the satisfaction or waiver of the conditions set forth in Sections 2(c) and 2(d) (other than those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or waived at Closing): (i) Premier Subscriber shall pay or cause deliver to be paid the aggregate Cash Consideration to or Issuer the Purchase Price for the account of Acquired Shares as soon as practicable on the Seller Scheduled Closing Date (unless otherwise agreed by the Issuer) by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate of U.S. dollars in writing prior immediately available funds to the account specified by the Issuer in the Closing Notice against delivery to Subscriber of the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or under the organizational documents of the Issuer), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and evidence of the issuance to Subscriber of the Acquired Shares from the Issuer’s transfer agent on and as of the Scheduled Closing Date;; provided, that the Issuer’s obligation to issue the Acquired Shares to the Subscriber is contingent upon the Issuer having received the Purchase Price in full in accordance with this Section 2; provided, further, that if the Merger does not occur within four (4) business days of the Closing, the Issuer shall promptly (but not later than one (1) business day thereafter) return the Purchase Price by a lump-sum payment and in full amounts to Subscriber, and any book entries or share certificates shall be deemed cancelled and any share certificates shall be promptly (but not later than one (1) business day thereafter) returned to the Issuer. (ii) At Each book entry for the effective time of Acquired Shares shall contain a notation, and each certificate (if any) evidencing the ClosingAcquired Shares shall be stamped or otherwise imprinted with a legend, Premier shall issue shares of Premier Common Stock constituting in substantially the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date;following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. (iii) At the effective time Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary to consummate the Subscription as contemplated by this Subscription Agreement. The Issuer shall use all commercially reasonable efforts to provide Subscriber with at least ten (10) business days’ prior written notice of any additional documents that Subscriber shall be required to execute and deliver and additional actions by Subscriber as deemed to be practical and necessary to consummate the transactions as contemplated by this Subscription Agreement. (c) The Issuer’s obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted by applicable law, the waiver by the Issuer, of each of the following conditions: (i) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of such party contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such earlier date); (ii) Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, Premier except where the failure of such performance, satisfaction or non-compliance would not reasonably be expected to prevent, materially delay or materially impair the ability of the Subscriber or the Issuer to consummate the Closing; (iii) no applicable governmental authority shall issue have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the warrants constituting effect of making consummation of the Warrant Consideration transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby; and (iv) all conditions precedent to the closing of the Merger set forth in the form attached hereto Combination Agreement shall have been satisfied or waived (as Exhibits "B" and "C") determined by the parties to the Seller Combination Agreement and other than those conditions that (x) may only be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of such conditions as directed of the closing of the Merger or (y) will be satisfied by the Seller Closing and the closing of the transactions contemplated by the Other Subscription Agreements). (d) Subscriber’s obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted by applicable law, the waiver by Subscriber, of each of the following conditions: (i) all representations and warranties of the Issuer contained in writing this Subscription Agreement (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Material Adverse Effect or any similar qualification or exception) shall be true and correct at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Issuer of each of the representations, warranties and agreements of the Issuer contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such earlier date) except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing DateClosing, except where the failure of such performance, satisfaction or non-compliance would not or would not reasonably be expected to prevent, materially delay or materially impair the ability of Subscriber or the Issuer to consummate the Closing; provided that for purposes of this Section 2(d)(ii), a covenant, agreement or condition of the Issuer shall only be deemed to have not been performed, satisfied or complied with by the Issuer if the Issuer has materially breached such covenant, agreement or condition and failed to cure within thirty (30) days after written notice thereof; (iii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby; (iv) The parties no amendment or modification of the Combination Agreement (as the same exists on the date of this Subscription Agreement) shall execute have occurred that would materially and deliver, adversely affect the Registration Rights Agreementeconomic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s prior written consent; (v) The Seller no suspension of the offering or sale of the Common Shares shall deliver or cause have been initiated or, to be delivered to Premier or its designee such documents as Premier may reasonably requestthe Issuer’s knowledge, threatened, in any jurisdiction, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free Commission, and clear the Acquired Shares shall have been approved for listing on the New York Stock Exchange (the “NYSE”), subject to official notice of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, issuance; and (vie) Each party there shall take such other actionshave been no amendment, waiver or modification to the Other Subscription Agreements that materially economically benefits the Other Subscribers unless the Subscriber has been offered substantially the same benefits. (f) In the event the Merger does not occur within four (4) business days of the Closing, the Issuer shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber by a lump-sum payment and in full amounts, and shall execute and deliver such other instruments any book entries or documents, as share certificates shall be required under Article V.deemed cancelled and any share certificates shall be promptly (but not later than one (1) business day thereafter) returned to the Issuer. (g) In the event that a valid waiver is obtained by the Issuer from some of the Subscribers, but such waiver is not obtained unanimously from all Subscribers, the Issuer may still consummate the Closing with respect to the consenting Subscribers by relying on the consent from a portion of the Subscribers and excluding the non-consenting Subscribers from such Closing; provided that the closing conditions are otherwise satisfied with respect to the consenting Subscribers.

Closing. (a) Unless this Purchase Agreement shall have been terminated and The closing of the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing by this Agreement (the "Closing") of shall occur on a date that is not later than the transactions contemplated ------- by Section 2.1 will take place on the earlier of fifth (i5th) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of business day after the Closing being referred to herein as Conditions Satisfaction Date. The Closing shall be held at such location, and on such date (the "Closing Date"). ------------ , as may be specified by written notice from Murphy to Callon and OII not less than three (i3) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing days prior to the Closing Date. If Closing has not occurred on or before December 15, 2003 despite the good-faith efforts of the Parties, any Party may terminate this Agreement by providing written notice thereof to the other Parties, but only if the Party wishing to terminate this Agreement is not in material breach of this Agreement. If the Closing does not occur because of a Party's material breach of this Agreement or because of a Party's failure or refusal to close that is not permitted by the terms of this Agreement, the other Parties shall be entitled to all remedies which they may have at law or in equity. (b) On the Closing Date, the Closing shall take place as follows: (i) Murphy, Callon and OII shall execute the LLC Agreement and, by virtue of the execution of the Murphy Assignment by Murphy and the Callon Assign▇▇▇▇ ▇y Callon, Murph▇ ▇▇▇ Callon shall make their respective Initial Capital Contributions to Medusa Spar LLC as set forth in Section 1.2(a) (i) and (ii) above; (ii) At OII shall pay to Medusa Spar LLC the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller OII Initial Capital Cash Contribution as directed by the Seller specified in writing prior to the Closing DateSection 1.2 (a)(iii) above; (iii) At Murphy, Callon and OII shall execute and/or deliver such ▇▇▇▇▇▇nts as may be required to obtain the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing DateNon-Recourse Financing; (iv) The parties the Non-Recourse Financing shall execute and deliver, the Registration Rights Agreementfund; (v) The Seller Murphy, Callon, OII and Medusa Spar LLC shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence execute the transfer to Premier of good Medusa Spar Operating and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Production Handling Agreement) or the applicable federal or state securities laws, ; and (vi) Each party Medusa Spar LLC will distribute the sum of the OII Initial Capital Cash Contribution and the funds received from the Non-Recourse Financing to Murphy and Callon in the respective proportions o▇ ▇▇% and 20%. (c) At the Closing, Murphy and Callon shall take such other actionseach deliver to OII: (i) a S▇▇▇▇▇▇ry's Certificate or Assistant Secretary's Certificate certifying as to the due authorization of the signatory to the documents signed at the Closing; and (ii) the certificate contemplated by Section 6.1(b)(ii). (d) At the Closing, OII shall deliver to each of Murphy and shall execute and deliver such other instruments Callon: (i) a Secretary's Certificate or documents, ▇▇▇▇▇▇ant Secretary's Certificate certifying as shall be required under Article V.to the due authorization of the signatory to the documents signed at the Closing; and (ii) the certificate contemplated by Section 6.1(c)(ii).

Closing. The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the First Closing Conditions): (a) Unless the Investor duly completes, executes and returns to Corporation this Purchase Subscription Agreement; (b) before or on to the First Closing Date, the Corporation shall have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) before or on the First Closing Date, the Corporation shall have delivered to the Investor written notice of the Facility Warrant Exercise Price and, based on same, the number of Facility Warrants to be issued; (d) by delivering its signature to this Subscription Agreement, the Corporation shall be deemed to have delivered to the Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the First Closing; (e) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses in respect of this Subscription Agreement and of the First Closing; (f) before or on the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of this Subscription Amount; (g) all necessary regulatory and CSE approvals (if any) required for the completion of the transactions contemplated under this Subscription Agreement shall have been terminated and obtained prior to the transactions herein contemplated First Closing; (h) before or on the First Closing Date, the Corporation shall have been abandoned pursuant to Section 7.1(a) posted CSE Form 9 and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place CSE Form 6 on the earlier of CSE's website; (i) the second Business Day following sale and issuance of the date hereof Debentures and Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (j) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) such other date, time the covenants and place as the parties shall otherwise mutually agree (in either event, the date obligations of the Closing being referred to herein Investor (as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (k) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) At the effective time covenants and obligations of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration Corporation (as applicable to the Seller as directed First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Seller Corporation, in writing prior to all material respects, on or before the First Closing Date; (l) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (m) the written consent of the Lead Holder, if required, shall have been obtained on terms and conditions satisfactory to the Investor, acting reasonably; (n) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) At incumbency; and (iv) that the effective time condition in (j) or (k), as applicable, has been satisfied; (o) the Corporation shall have delivered a certificate of the Closing, Premier shall issue issued and outstanding Common Shares from the warrants constituting transfer agent for the Warrant Consideration (in Corporation on the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the First Closing Date; (ivp) The parties there shall execute and deliver, the Registration Rights Agreementnot exist any Event of Default that remains uncured; (vq) The Seller there shall deliver or cause not exist any binding commitment which respect to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier a Change of good and marketable title in and to all Control of the Securities owned Corporation; (r) no payment shall be owing by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed Corporation to the Investor pursuant to this Subscription Agreement, except for any Commitment Fee, Transaction Expenses, Make- Whole Amount or other amount, to the terms extent the parties agreed in writing that such payment shall occur by way of this Purchase Agreement or set-off against (i.e., deduction from) the Warrant Agreement) or Subscription Amount payable by the applicable federal or state securities laws, Investor to the Corporation in connection with the First Closing; and (vis) Each party shall take such other actionsthe First Closing has occurred no later than 5:00 p.m. (Toronto time) on March 8, and shall execute and deliver such other instruments or documents, as shall be required under Article V.2019 (the Outside Date).

Closing. (a) Unless Subject to the terms and conditions of this Purchase Agreement shall have been terminated Agreement, the purchase and sale of the Shares and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing") consummation of the transactions contemplated ------- by Section 2.1 will take place this Agreement (the "CLOSING") shall occur at 10:00 a.m., New York City Time, November 14, 1997 at the offices of Paul, Hastings, J▇▇▇▇▇▇▇ & W▇▇▇▇▇ LLP, Thirty-First Floor, 399 Park Avenue, New York, New York, or at such other hour or on such other earlier date as shall be agreed upon between the earlier of Purchaser and the Shareholders (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of on which the Closing occurs being referred to herein as the "Closing DateCLOSING DATE"). ------------ ; provided that the Closing Date may be delayed to a date not later than December 31, 1997 in the event Purchaser or Xpedite notifies the Shareholders prior to November 14, 1997 that Xpedite is engaged in a material transaction and that Xpedite has not received all third party approvals (iwhether from any governmental authority, its stockholders or otherwise) Premier necessary to consummate such transaction; but in no event shall pay the Closing be later than December 31, 1997 unless there is a legal impediment (not created by the Purchaser or cause to be paid the aggregate Cash Consideration to or Xpedite for the account purpose of preventing the consummation of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C"transactions contemplated hereby) to the Seller as directed by consummation of the Seller transactions contemplated hereby, in writing prior to which case the Closing Date;Date shall occur within five (5) business days of the removal of such legal impediments; At the Closing: (iva) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller Shareholders shall deliver or cause to be delivered to Premier the Purchaser, against payment by the Purchaser of the portion of the Adjusted Purchase Price payable at the Closing: (i) duly executed transfers of the Shares in favor of the Purchaser or its designee nominees and the share certificates in respect of the Shares and the A Prefs being redeemed (or, with respect to the A Prefs, evidence reasonably satisfactory to Purchaser that such documents certificates shall be delivered to the Company within seven (7) days after the Closing) together with any power of attorney or a certified copy thereof or other authority under which such transfers have been executed and an indemnity in such form as Premier may the Purchaser shall reasonably requestrequire in relation to any missing share certificates; (ii) the statutory and other books duly written up to the Closing Date, including the Certificates of Incorporation, Certificates of Incorporation on Change of Name and common seals (if any) of the Company and the Subsidiaries; (iii) the share certificates for all Securities the issued shares in the Subsidiaries together with indemnities in such form as the Purchaser may reasonably require in respect of any missing certificates; (iv) the title deeds in the Company's possession relating to evidence the transfer to Premier real estate listed in SCHEDULE 2.08 (not including vacated properties) and all insurance policies, premium receipts, maintenance contracts and other documents relating thereto; (v) all books of good account and marketable title in other books and to all records and copies of the Securities owned by Memorandum and Articles of Association of the Seller free Company and clear each of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, andSubsidiaries; (vi) Each party letters of resignation from such of the Directors and the Secretary of the Company and the Subsidiaries as may be specified by the Purchaser, each of whom shall take such other actions, resign from all his offices and employments with the Company and each of the Subsidiaries with immediate effect and shall execute and at the Closing deliver such to the Purchaser a deed of acknowledgement to the effect that he has no claim for any payment in respect of compensation for loss of office or employment or any other instruments claim or right of action against the Company or the Subsidiaries or any of them; and (vii) all of the documents, certificates and instruments required to be delivered, or caused to be delivered, by the Company and the Shareholders pursuant to Article VII hereof, duly executed as provided herein or therein. (b) The Purchaser shall, subject to the Shareholders complying with SECTION 9.01(a)(i)-(vii) (other than with respect to any obligation in SECTION 9.01(a) relating to Transmit International (Asia) Limited): (i) wire transfer $57,000,000 in accordance with SECTION 1.01(i), which funds shall be required under Article V.applied as follows:

Closing. (a) Unless this Purchase Agreement shall have been terminated and On the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) terms and subject to the satisfaction conditions set forth in this Agreement, the closing of the Purchase (the “Closing”) will take place at the offices of ▇▇▇▇▇ Day, located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Chicago, Illinois 60601, at 11:00 a.m., New York time, on November 26, 2008, or as soon as practicable thereafter, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the fulfillment or waiver of the conditions set forth to the Closing in Article Vthis Section 1.2, at the Closing, the closing (Company will deliver to Investor the "Closing") Notes through the facilities of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other dateDepository Trust Company, time and place bearing appropriate legends as the parties shall otherwise mutually agree (hereinafter provided for, in either event, the date exchange for payment in full of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller purchase price therefor by wire transfer of immediately available United States funds to such a bank account that has been designated by the Company at least one (the "Designated Bank Account"1) as the Seller shall designate in writing business day prior to the Closing Date. (c) The respective obligations of each of the Investor and the Company to consummate the Purchase are subject to the fulfillment (or waiver by the Investor and the Company, as applicable) prior to the Closing of the condition that (i) any approvals or authorizations of all United States governmental or regulatory authorities and governmental or regulatory authorities of any state, municipality or other political subdivision thereof (collectively, “Governmental Entities”), the absence of which would reasonably be expected to make the Purchase unlawful, shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit the purchase and sale of the Notes. (d) The obligation of the Company to consummate the Closing is also subject to the fulfillment (or waiver by the Company) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Investor set forth in this Agreement 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 date), except to the extent that the failure of such representations and warranties to be so true and correct, individually or in the aggregate, does not have and would not be reasonably likely to have an Investor Material Adverse Effect and (B) the Investor shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; and (ii) the Company shall have received the Purchase Price. (e) The obligation of the Investor to consummate the Closing is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Section 2.1 of this Agreement 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 date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) At an Indenture for debt securities containing the effective time terms provided in Annex B hereto and a Supplemental Indenture containing the terms provided in Annex A hereto (together, the “Indenture”) shall have been duly authorized, executed and delivered by the Company and the Trustee named therein, and shall constitute a valid and binding agreement of the ClosingCompany, Premier shall issue shares of Premier Common Stock constituting enforceable against the Stock Consideration to Company in accordance with its terms, except as the Seller as directed same may be limited by the Seller in writing prior to the Closing Date;Bankruptcy Exceptions; and (iii) At the effective time Company shall have issued and delivered authenticated Notes to the Investor or its designee(s) through the facilities of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing DateDepository Trust Company; (iv) The parties the Fairfax Transaction shall execute have been consummated concurrently with the Closing; and (v) the Company shall have duly executed and deliverdelivered to the Investor or its designee(s) an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) in substantially the form of Annex C, which Registration Rights Agreement amends and restates in its entirety the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents , dated as Premier may reasonably requestof January 30, including certificates for all Securities to evidence 2006, between the transfer to Premier of good Company and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.Investor.

Closing. (a) Unless this Purchase Agreement shall have been terminated Subject to the terms and conditions hereof, the Merger and the other transactions herein contemplated hereby shall have been abandoned pursuant to Section 7.1(a) and subject be consummated (the “Closing”), effective as of 3:00 p.m. Eastern Time, at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Dodge LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, on a date designated by Buyer that is not earlier than the second Business Day, nor later than the tenth Business Day, after satisfaction or, to the satisfaction or extent permissible by Law, waiver of the conditions set forth in Article V6 (other than conditions that by their terms are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions) or at such other date and time as Buyer and the Company shall agree in writing. The date on which the Closing occurs is referred to as the “Closing Date.” At the Closing, the closing (Company shall execute the "Closing") Certificate of Merger and cause the Certificate of Merger to be filed with the Secretary of State of the transactions contemplated ------- by Section 2.1 will take place on State of Delaware in accordance with the earlier Act. At the Closing, each of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree deliver such instruments and documents as are required in Article 6 of this Agreement. (in either eventb) At the Effective Time, the date of Buyer shall make the Closing being referred to herein as the "Closing Date"). ------------following disbursements: (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date[Intentionally Omitted]; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by Escrow Agent, the Seller in writing prior to Working Capital Escrow Deposit, the Closing DateEnvironmental Remediation Escrow Deposit, if any, and the Indemnity Escrow Deposit; (iii) At the effective time Company Closing Expenses to such parties as shall have submitted invoices for Company Closing Expenses in form and substance satisfactory to the Stockholders’ Representative, provided that one-half of the Closing, Premier shall issue fees and expenses of the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") Environmental Consultant relating to the Seller as directed by preparation of the Seller in writing prior to the Closing DatePhase II Report shall be disbursed whether invoices shall have been received therefor or not; (iv) The parties shall execute and deliverto the Stockholders’ Representative, the Registration Rights AgreementExpense Fund Amount; (v) The Seller shall deliver or cause to be the holders of Warrants that have signed and delivered to Premier or its designee such documents the Company a completed Transmittal Letter, the amounts provided for under Section 2.4(d), as Premier may reasonably request, including certificates for all Securities to evidence specified in the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, andClosing Exhibit D; (vi) Each party to the holders of Vested Options that have signed and delivered to the Company a completed Transmittal Letter, the amounts provided for under Section 2.4(e), as specified in the Closing Exhibit D ; and (vii) to the Stockholders (other than holders of Warrants and holders of Vested Options) who have previously delivered to the Company, as applicable, (x) the certificate or certificates evidencing such Stockholder’s Company Stock, if any, duly endorsed by such Stockholder in blank (or a loss certificate affidavit with respect thereto as contemplated by Section 2.9(f)), (y) a completed transmittal letter addressed to the Buyer and the Company in the form of Exhibit B hereto (a “Transmittal Letter”) and (z) a completed IRS Form W-9 or IRS Form W-8 (as applicable) (or any similar or required form under Canadian or provincial law), an amount equal to their respective Pro Rata Shares of the remainder of (A) the Estimated Purchase Price, less (B) their respective Proportionate Escrow Share of the Outstanding Debt, less (C) their respective Proportionate Escrow Share of Working Capital Escrow Deposit, less (D) their respective Proportionate Escrow Share of the Environmental Remediation Escrow Deposit, if any, less (E) their respective Proportionate Escrow Share of the Indemnity Escrow Deposit, less (F) their respective Proportionate Escrow Share of the Company Closing Expenses paid pursuant to subsection (iii) above, less (G) their respective Proportionate Escrow Share of the Expense Fund Amount, less (H) the aggregate amount to be disbursed to holders of the Warrants pursuant to subsection (v) above, less (I) the aggregate amount to be disbursed to holders of the Vested Options pursuant to subsection (vi) above (such aggregate amount, the “Closing Payment”), which Pro Rata Shares and Proportionate Escrow Share shall take such other actionsbe determined solely by the Stockholders’ Representative and specified in the Closing Exhibits D and E, respectively. (c) Set forth on Exhibit D is a preliminary schedule of the (i) the Pro Rata Share of each Stockholder, (ii) the amount to be disbursed to each holder of Warrants pursuant to Section 2.4(d), (iii) the amount to be disbursed to each holder of Vested Options pursuant to Section 2.4(e), and (iv) the amount to be disbursed to each Stockholder (other than holders of Warrants and holders of Vested Options) pursuant to Section 2.9(b)(vii), each as estimated as of the date hereof. At the Closing, Stockholders’ Representative shall execute deliver an updated version of Exhibit D, reflecting the Estimated Purchase Price (“Closing Exhibit D”). In addition, the Company shall deliver at Closing a schedule setting forth the amount of all payments due and to be made at Closing pursuant to subsections (iii) and (iv) of Section 2.9(b), which schedule shall be in form and substance reasonably satisfactory to Buyer, and which amount, when aggregated with the disbursements to be made pursuant to subsections (ii) and (v) through (vii) of Section 2.9(b), shall not in any event exceed the Estimated Purchase Price. (d) On or after the Closing Date, Buyer shall deliver to any Stockholder who was not paid at Closing pursuant to subsection (b)(v) above, in accordance with the Closing Exhibit D, such Stockholder’s Pro Rata Share (as set forth in the Closing Exhibit D) of the Closing Payment in immediately available funds not later than two (2) Business Days following such Stockholder’s delivery to the Company, as applicable, (i) the certificate or certificates evidencing such Stockholder’s Company Stock, if any, duly endorsed by such Stockholder in blank (or a loss certificate affidavit with respect thereto as contemplated by Section 2.9(f)), (ii) a completed Transmittal Letter and (iii) a completed IRS Form W-9 or IRS Form W-8 (as applicable) (or any similar or required form under Canadian or provincial law). Buyer shall deliver to each Stockholder such Stockholder’s Pro Rata Share of any portion of the Final Purchase Price determined in accordance with Section 2.7(b) in immediately available funds not later than two Business Days following the final determination of the Final Purchase Price in accordance with Section 2.7(a). Buyer shall have no obligation to deliver any portion of the Closing Payment or any other portion of the Final Purchase Price to any Stockholder except upon such Stockholder’s delivery to Buyer and the Company of such Stockholder’s duly endorsed stock certificates as referenced in clause (i) above in this Section 2.9(c) (or a loss certificate affidavit with respect thereto as contemplated by Section 2.9(f)), a duly completed and executed Transmittal Letter and IRS Form W-9 or IRS Form W-8 (as applicable) (or any similar or required form under Canadian or provincial law), and then Buyer shall be obligated to deliver such Stockholder’s Pro Rata Share of the Closing Payment or any other instruments portion of the Final Purchase Price only in accordance with the instructions provided to Buyer for such purpose as set forth in such Stockholder’s Transmittal Letter. (e) Following the delivery of the Closing Payment and any portion of the Final Purchase Price determined in accordance with Section 2.7(a) to the Stockholders in accordance with Section 2.9(c), Buyer’s sole responsibility to deliver any portion of the Working Capital Escrow Amount, the Environmental Remediation Escrow Amount or documentsthe Indemnity Escrow Amount to which the Stockholders may become entitled is to authorize the Escrow Agent to release the same to the Stockholders’ Representative in accordance with the Escrow Agreement (for the benefit of the Stockholders in accordance with their respective Proportionate Escrow Share as set forth in the Closing Exhibit E). (f) If any certificate which immediately prior to the Effective Time represented outstanding shares of Company Stock shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Company will issue in consideration of the shares of Company Stock represented by such lost, stolen or destroyed certificate the Per Share Merger Consideration to which the holder thereof is entitled pursuant to this Agreement, provided that if required by the Company such holder shall indemnify the Company (without need to post a bond or other security therefor) against any claim that may be made in respect of the shares of Common Stock represented by such lost, stolen or destroyed certificate. (g) Each Stockholder waives all claims against Buyer, Merger Sub and, after the Effective Date, the Company, and their respective Affiliates, and holds such Persons harmless, in respect of any distributions made or to be made to the Stockholder in accordance with the Closing Exhibit D or Closing Exhibit E, as appropriate. (h) Following the Closing, promptly upon request of the Stockholders’ Representative made prior to the determination of the Final Purchase Price, Buyer will pay all of the Company’s then unpaid fees and expenses incurred through the Closing Date in connection with the transactions contemplated hereby to the extent the Stockholders’ Representative stipulates in writing that such payments will be treated as Current Liabilities for purposes of determining Working Capital. (i) Set forth on Exhibit E is a preliminary schedule of each Stockholder’s Proportionate Escrow Share that, subject to the terms and conditions of this Agreement, is to be disbursed to each Stockholder listed therein following a distribution to Stockholders’ Representative of all or any portion of the Working Capital Escrow Amount, the Environmental Remediation Escrow Amount or the Indemnity Escrow Amount for the benefit of the Stockholders, as estimated as of the date hereof. At the Closing, Stockholders’ Representative shall be required under Article V.deliver an updated version of Exhibit E, reflecting the Proportionate Escrow Share of each of the Stockholders as of the Closing (“Closing Exhibit E”).

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject Subject to the satisfaction or waiver of the conditions set forth in Article VSection 4, unless otherwise agreed to by the Investor and Omnicom (on behalf of each Seller), the initial closing (the "Initial Closing") of the transactions contemplated ------- by Section 2.1 sale and purchase of Securities hereunder (the "Initial Closing Securities") will take place at the offices of Communicade Investment Company of Nevada, Inc. ("Communicade") on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as may be mutually agreed upon by the parties shall otherwise mutually agree (in either event, the date Investor and Communicade on behalf of all of the Closing being referred to herein as Sellers (the "Initial Closing Date"). ------------ (i) Premier shall pay or cause At the Initial Closing, the Sellers will deliver certificates representing such number of Securities of each class held by such Seller and agreed to be paid transferred thereat, but in no event more than such number of Securities of a particular class as may (individually or in the aggregate Cash Consideration aggregate) then be sold to or for Investor without any required filing under the account ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of the Seller by wire transfer to such bank account 1996, as amended (the "Designated Bank AccountHSR Act") as ), or, unless otherwise agreed to by the Seller shall designate Investor in writing prior its sole discretion, causing the Investor to be the Closing Date; (ii) At the effective time beneficial owner of more than 10% of the Closing, Premier shall issue shares capital stock of Premier Common Stock constituting the Stock Consideration any class or series or any publicly traded company or otherwise to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time constitute an "affiliate" of the Closingissuer of such Securities (any such event or condition, Premier shall issue the warrants constituting the Warrant Consideration (a "Closing Limitation"), in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller each case free and clear of any Lien and all liens, claims, options, charges, pledges, security interests, voting agreements, trusts, encumbrances, rights or Restriction on such restrictions of any nature ("Claims"), against payment of the portion of the Purchase Price provided herein and the Investor and each relevant Seller will sign all agreements and instruments required to be signed by them and take all other required actions, including without limitation the Joinder/Administrative Actions (as defined in Section 2.3), so that the Investor succeeds to any Seller's rights relating to Initial Closing Securities (other than any Lien or Restriction imposed pursuant being purchased and sold under this Section 1.2. Any Securities not so transferred to the terms Investor at the Initial Closing (or any Subsequent Closing) ("Withheld Securities") will remain beneficially owned solely by Omnicom; provided, however, that, subject to the Closing Limitations, the relevant Securities will be transferred as herein contemplated at one or more subsequent closings ("Subsequent Closings") on dates agreed to by the parties (including at least one Closing pertaining to 1,000,000 HeadHunter Shares to be held as promptly as practicable after HeadHunter has updated its registration statement covering the sale of HeadHunter Shares). (b) Notwithstanding any other provision hereof and after giving effect to Section 1.2(a), if and to the extent that the transfer to the Investor of the total number of HeadHunter Shares contemplated by Section 1.2(a) would cause the Investor to be an "acquiring person" or otherwise constitute or result in a "flip-in date," a "separation time," a "stock acquisition date" or any other event under HeadHunter's Shareholder Protection Rights Agreement (the "HeadHunter Rights Agreement"), then the number of HeadHunter Shares to be transferred to the Investor will be reduced to that number of shares as equals 14.9% of the then outstanding shares of HeadHunter common stock (that number of shares, the "Maximum Number") and proper provision will be made to this Purchase Agreement or by Omnicom and the Warrant Investor in such manner as may be equitably required to adjust any provision hereof affected thereby. Any HeadHunter Shares not so transferred to the Investor will remain beneficially owned solely by Omnicom. To the extent that the number of shares of HeadHunter common stock Beneficially Owned (as that term is defined in the HeadHunter Rights Agreement) or by the Investor is less than the Maximum Number at any time after an applicable Closing (such amount, a "Shortfall Amount"), the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.Seller will transfer to the Investor that number of HeadHunter Shares equal to the Shortfall Amount.

Closing. (a) Unless The closing of the sale of the FRES Affiliates Interest pursuant to Sections 11.1 or 11.2 shall take place 45 Business Days from the date the Call Notice or the Put Notice is given, as the case may be (or if such date is not a Business Day, the next succeeding Business Day), (but not before any waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Purchase Agreement Article 11 shall have expired or been terminated and the transactions herein contemplated shall have been abandoned date of the determination of Measured Earnings pursuant to Section 7.1(a11.3) (the “Option Closing Date”), at 10:00 a.m. (local time) at the principal office of the Partnership, or at such other time and location as Dolphin and AMRM may mutually determine. At the closing, (i) Dolphin and FEP and all of the direct and indirect, beneficial and record owners of interests in Dolphin and FEP (unless otherwise consented to by AMRM) shall execute and deliver to AMRM, or its designee or designees, a Transfer Agreement in the form of Exhibit E (the “Transfer Agreement”) and subject (ii) AMRM shall pay to Dolphin and FRES an aggregate amount equal to the satisfaction Option Price, in cash by wire transfer or waiver other immediately available funds. (b) AMRM or its designee or designees shall not be required to purchase the FRES Affiliates Interest pursuant to the exercise of the conditions Call Option after the Call Option has been exercised if : (i) there has been a Material Adverse Change after the date of the Call Notice (other than a Material Adverse Change caused by an event specified in Sections 11.2(b) or (c)); (ii) any representation or warranty set forth in Article Vthe Representation Agreement, the closing certificate delivered pursuant to Section 11.1 or the Transfer Agreement is not true and correct or cannot be made; (iii) if any FRES Affiliate has materially violated any material provision of this Agreement, the "Closing"Management Agreement or the Contribution Agreement, and such violation is not rectified or cured to the reasonable satisfaction of AMRM within 30 days after notice thereof to such FRES Affiliate containing reasonably specific details of such violation and describing necessary corrective action, if possible to rectify or cure such violation; (iv) if any FRES Affiliate has not obtained any consent or approval under any agreement, or other instrument to which it or the Partnership is a party or is otherwise subject or with respect to any license, permit or certificate of need, in each case which would prohibit the consummation of the transactions contemplated ------- by Section 2.1 will take place this Article 11 or the continuation of the business of the Partnership after such purchase, or which would be subject to cancellation, termination or acceleration, (except for such failure to obtain consents or approvals that would not, individually or in the aggregate, have a material adverse effect on the earlier business, assets, financial condition or results of operations of the Partnership) or under which the Partnership would suffer the loss of any material right or benefit or the imposition of any material penalties or other remedies as a result of such purchase or the continuation of the business after such purchase; or (v) Dolphin and FEP fail to deliver on or prior to the Option Closing Date to American and AMRM and its designee or designees an opinion of counsel satisfactory to AMRM in substantially the form of Exhibit F in form and substance satisfactory to AMRM. (c) AMRM or its designee or designees shall not be required to purchase the FRES Affiliates Interest pursuant to the exercise of the Put Option after the Put Option has been exercised if: (i) the second Business Day following the date hereof and (ii) such other datethere has been a Material Adverse Change before, time and place as the parties shall otherwise mutually agree (in either event, on or after the date of the Put Notice (other than a Material Adverse Change caused by an event specified in Sections 11.2(b) or (c)); (ii) any representation or warranty set forth in the Representation Agreement or the Transfer Agreement is not true and correct or cannot be made; (iii) if any FRES Affiliate has materially violated any material provision of this Agreement, the Management Agreement or the Contribution Agreement, and such violation is not rectified or cured to the reasonable satisfaction of AMRM within 30 days after notice thereof to such FRES Affiliate containing reasonably specific details of such violation and describing necessary corrective action, if possible to rectify or cure such violation; (iv) if any FRES Affiliate has not obtained any consent or approval under any agreement, or other instrument to which it or the Partnership is a party or is otherwise subject or with respect to any license, permit or certificate of need, in each case which would prohibit the consummation of the transactions contemplated by this Article 11 or the continuation of the business of the Partnership after such purchase, or which would be subject to cancellation, termination or acceleration, (except for such failure to obtain consents or approvals that would not, individually or in the aggregate, have a material adverse effect on the business, assets, financial condition or results of operation of the Partnership) or under which the Partnership would suffer the loss of any material right or benefit or the imposition of any material penalties or other remedies as a result of such purchase or the continuation of the business after such purchase; or (v) Dolphin and FEP fail to deliver on or prior to the Option Closing being referred Date to herein as American and AMRM and its designee or designees an opinion of counsel reasonably satisfactory to AMRM, in substantially the "Closing Date"). ------------form of Exhibit F in form and substance reasonably satisfactory to AMRM. (d) No Person shall be required to consummate the transactions contemplated by this Article 11 if : (i) Premier shall pay or cause any waiting period applicable to be paid the aggregate Cash Consideration to or for the account consummation of the Seller transactions contemplated by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; this Article 11 has not expired or been terminated; or (ii) At any temporary restraining order, preliminary or permanent injunction or other order issued by any court or other legal restraint prohibiting the effective time consummation of the Closingtransactions contemplated by this Article 11 shall be in effect or any proceeding seeking any of the foregoing shall be pending or the consummation of the transactions contemplated by this Article 11 shall be illegal under any action, Premier statute, rule, regulation or order. (e) Any Person who is to acquire a limited partnership interest in the Partnership pursuant to this Article 11 shall issue shares of Premier Common Stock constituting the Stock Consideration be admitted as a substitute limited partner to the Seller Partnership and the transferor of such interest shall withdraw as directed by a Partner and, effective upon such withdrawal, the Seller transferor shall not have any interest in writing prior to the Closing Date; (iii) At the effective time Partnership or any profits or assets of the Closing, Premier shall issue Partnership and the warrants constituting the Warrant Consideration (Partners hereby consent to such admission and withdrawal. Any Person who is to acquire a general partnership interest in the form attached hereto Partnership pursuant to this Article 11 shall be admitted as Exhibits "B" a general partner of the Partnership and "C") to immediately thereafter the Seller transferor of such interest shall withdraw as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and delivera Partner and, effective upon such withdrawal, the Registration Rights Agreement; (v) The Seller transferor shall deliver not have any interest in the Partnership or cause to be delivered to Premier any profits or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all assets of the Securities owned by Partnership and the Seller free Partners hereby consent to such admission and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) withdrawal. Each party shall take such other actionsFRES Affiliate agrees that it will execute, and shall will causes its stockholders or other holders of equity interests in it, to execute and deliver such additional documents and instruments as may be reasonably necessary to effect the sale of the FRES Affiliates Interest and its withdrawal as a Partner of the Partnership as contemplated by this Article 11. (f) Each FRES Affiliate and AMRM will use its reasonable efforts to obtain prior to the Option Closing Date, all consents and approvals under any agreement, or other instruments instrument to which it or documentsthe Partnership is a party or is otherwise subject and with respect to any license, permit or certificate of need, in each case which would prohibit the purchase of the FRES Affiliates Interest contemplated hereby or the continuation of the business of the Partnership after such purchase, which would be subject to cancellation, termination or acceleration, or under which the Partnership would suffer the loss of any right or benefit or the imposition of any penalties or other remedies on the Partnership as a result of such purchase or the continuation of the business of the Partnership after such purchase. If any such consent or approval is not obtained, and AMRM elects to purchase the FRES Affiliates Interest, at the request of AMRM Dolphin and FEP will assign, on the Option Closing Date, all of their right to the profits and losses and distributions from the Partnership to AMRM, or its designee, the Transfer Agreement shall be required under Article V.modified to describe such transaction, and Dolphin and FEP shall continue as Partners of the Partnership until such consent or approval is obtained, at which time they shall withdraw as a Partner. To the fullest extent permitted by applicable law, the Partnership shall indemnify FEP for any action or omission taken by it as General Partner upon the written instructions of AMRM, or its designee, after such interest in such profits and losses and distributions are assigned to AMRM or such designee. (g) On or before the Option Closing Date, FEP, Dolphin, the Partnership and AMRM will use their reasonable efforts to have each FRES Affiliate released from any personal guarantee of indebtedness for money borrowed by the Partnership and in the event that such release is not obtained with respect to any Principal, AMRM and the Partnership will indemnify such FRES Affiliate from all losses, damages, claims and actions on account of such guarantee.

Closing. (a) Unless this Purchase Agreement shall have been terminated The closing of the sale and purchase of the transactions herein contemplated shall have been abandoned Membership Interest pursuant to Section 7.1(a) and subject the Buy/Sell Option or pursuant to the satisfaction or waiver Buy-Out Interest Option shall take place at the offices of the conditions set forth in Article V, the closing Purchaser Member’s counsel forty-five (the "Closing"45) of the transactions contemplated ------- by Section 2.1 will take place on the earlier of calendar days after either (i) the second Business Day following date of the date hereof and exercise of the Buy-Out Interest Option or (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as exercise of the "Closing Date"). ------------ Buy/Sell Option (i) Premier shall pay or cause the date the Buy/Sell Option was to be paid exercised if the aggregate Cash Consideration Change in Control Member failed to or for timely exercise the account Buy/Sell Option); provided, that the closing shall in no event occur earlier than three (3) Business Days after receipt of all approvals required from, and expiration of all waiting periods (including waiting periods under the Seller by wire transfer to such bank account H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act) imposed by, any governmental authorities in connection with the purchase and sale. At closing, (a) the Member selling its Membership Interest (the "Designated Bank Account"“Seller Member”) as the Seller shall designate in writing prior represent and warrant to the Closing Date; Member purchasing such Membership Interest (iithe “Purchaser Member”) At that the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration Purchaser Member is receiving good and marketable legal and beneficial title to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the ClosingMember’s Membership Interest, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities Liens (other than any Lien or Restriction restrictions imposed pursuant to by the terms of this Purchase Agreement or the Warrant Agreement) or the Securities Act, applicable federal or state securities laws, and and this Agreement), which representations and warranties shall be the sole representations and warranties required of the Seller Member, (vib) Each party the Seller Member shall take such other actionsdeliver to the Purchaser Member resignations from those Representatives the Seller Member has appointed to the Board, and (c) the Purchaser Member shall execute and deliver such other instruments to the Seller Member an amount equal to either the Buy-Out Interest Purchase Price (in the case of the purchase of the Membership Interest pursuant to the Buy-Out Interest Option) or documentsthe Buy/Sell Purchase Price (in the case of the purchase of the Membership Interest pursuant to the Buy/Sell Option) in immediately available funds. Subject to the provisions of Section 21.6.5, as if the closing occurs, the Members shall not be required to recommence the process of dissolving and liquidating the Company pursuant to Sections 21.3, 21.4, and 21.5. Notwithstanding anything to the contrary in this Section 21.6.4, if a governmental authority whose approval is required to consummate the purchase of the Membership Interest fails to approve such transaction or imposes a condition on its approval that, in the sole discretion of the Purchaser Member, would make the purchase by it of the Membership Interest pursuant to the Buy-Out Interest Option or pursuant to the Buy/Sell Option impractical or not otherwise in the best interests of the Purchaser Member, then the Purchaser Member may terminate the purchase of the Membership Interest by and upon delivery of written notice to the Seller Member and, solely in the case of the Buy/Sell Option, the Seller Member’s receipt of payment in an amount equal to the Seller Member’s reasonable expenses (or share of the Company’s reasonable expenses) incurred in connection with the Purchaser Member’s exercise of the Buy/Sell Option, and upon such termination, (i) neither Member shall have any further obligation under Article V.this Section 21.6 with respect thereto, (ii) the Seller Member shall continue to own its Membership Interest, (iii) in the case of a termination of the Buy-Out Interest Option, the Members shall recommence the process of dissolving and liquidating the Company pursuant to Sections 21.3, 21.4, and 21.5 and (iv) in the case of a termination of the Buy/Sell Option, the Buy/Sell Member shall have the right within thirty (30) days of such termination to trigger a termination of this Agreement pursuant to Section 21.2.7.

Closing. The Closing shall consist of the execution and delivery of documents by Seller and Buyer with respect to each Property as set forth below, and delivery by Buyer to Seller of the Purchase Price in accordance with the terms of this Agreement. Seller shall deliver to Escrow Agent for the benefit of Buyer at Closing the following executed documents for each Property: (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject With respect to the satisfaction or waiver of the conditions set forth in Article VFee Simple Properties, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (a Special Warranty Deed in the form attached hereto as Exhibits "B" and "C"Exhibit B1; (b) With respect to the Seller Ground Lease Property an Assignment and Assumption of Ground Lease in the form attached hereto as directed by Exhibit B2 together with the Seller written consent of the Ground Lessor to the Assignment; (c) An Assignment and Assumption of Lease and Guaranty, in writing the form attached hereto as Exhibit C; (d) A ▇▇▇▇ of Sale for the personal property, if any, in the form attached hereto as Exhibit D; (e) An Assignment of Contracts, Permits, Licenses and Warranties in the form of Exhibit E; (f) An original Tenant Estoppel Certificate dated no earlier than 30 days prior to the Closing Datedate of Closing. In addition, the business terms of the Tenant Estoppel Certificate must be in accordance with and not contradict the Lease. If the Lease and any amendments, bearing the original signatures of the landlord and tenant thereunder have not been delivered to Buyer previously, a copy thereof confirming that the copy is true, correct and complete shall be attached to the Tenant Estoppel; (ivg) The parties shall execute and deliverTo the extent obtained by Seller, the Registration Rights Agreementestoppel certificates with respect to reciprocal easement agreements as may be reasonably requested by Buyer; (vh) The Seller shall deliver or cause An original Guarantor Estoppel Certificate dated no earlier than 10 days prior to the date of Closing; (i) A settlement statement prepared by Escrow Agent setting forth the Purchase Price, all prorations and other adjustments to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (j) All transfer tax statements, declarations and filings as may be necessary or appropriate for purposes of this Purchase Agreement recordation of the deed; (k) Good standing certificates and corporate resolutions or member or partner consents, as applicable, and such other documents as reasonably requested by Escrow Agent; (l) A closeout book including an assignment of the warranties set forth on Exhibit I and the Contractors Warranty set forth on Exhibit J; (m) A certificate pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the Warrant Agreementregulations issued pursuant thereto, certifying the non foreign status of Seller; (n) An owner’s title affidavit as to mechanics’ liens and possession and other matters in customary form reasonably acceptable to Buyer and Escrow Agent; (o) An original SNDA fully executed and notarized by Tenant; (p) Letter to Tenant in form of Exhibit H attached hereto; (q) A copy of the Punch-List if any; (r) An architect’s certificate certifying that the Property has been constructed in accordance with the approved plans and specifications; (s) A certificate of insurance or other evidence reasonably satisfactory to Buyer memorializing and confirming that Tenant is then maintaining policies of insurance of the applicable federal or state securities laws, types and in the amounts required by the Lease; and (vit) Each party Such other instruments as are reasonably required by Buyer or Escrow Agent to close the escrow and consummate the purchase of the Property in accordance with the terms hereof. At Closing, Buyer shall take such other actionsinstruct Escrow Agent to deliver the ▇▇▇▇▇▇▇ Money to Seller which shall be applied to the Purchase Price, shall deliver the balance of the Purchase Price to Seller and shall execute and deliver execution counterparts of the closing documents referenced in clauses (b), (c), (i) and (t) above. Buyer shall have the right to advance the Closing upon five (5) days prior written notice to Seller; provided that all conditions precedent to both Buyer’s and Seller’s respective obligations to proceed with Closing under this Agreement have been satisfied (or, if there are conditions to a party’s obligation to proceed with Closing that remain unsatisfied, such conditions have been waived by such party). Buyer shall have a one time right to extend the Closing for up to fifteen (15) days upon written notice to Seller to be received by Seller on or prior to the date scheduled for the Closing. If Buyer timely exercises this right to extend, any document that Seller is obligated to provide that is “time sensitive” does not need to be provided again by Seller. The Closing shall be held through the mail by delivery of the closing documents to the Escrow Agent on or prior to the Closing or such other instruments place or documents, manner as shall be required under Article V.the parties hereto may mutually agree.

Closing. (a) Unless The transactions contemplated by this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the be consummated at a closing (the "Closing") to be held at the offices of the transactions contemplated ------- Seller's counsel, Brooks, Pierce, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, L.L.P., Suite 2000, Renaissance Plaza, 230 North Elm Street, Greensboro, North Carolina, or such other place as may be agreed to by Section 2.1 will take place Buyer and Seller, on the earlier of (i) the second Business Day following the date hereof or such later date as may be agreed to by Buyer and Seller (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------The Sale shall be effective as of the Closing on the Closing Date or at such other time and date specified by the parties at the Closing (the "Effective Time"); provided, however, that solely for financial accounting and Tax reporting purposes, the Sale shall be deemed effective as of 11:59:59 o'clock p.m., Greensboro, North Carolina local time, on the Closing Date. (a) Seller shall deliver to Buyer (i) Premier shall pay or cause the various certificates, instruments and documents required of it pursuant to be paid the aggregate Cash Consideration to or for the account this Agreement, (ii) stock certificates representing ownership of the Seller by wire Shares, endorsed for transfer to Buyer, and (iii) any other documents that are necessary to transfer to Buyer good title to the Shares free and clear of all liens, claims, security interests, pledges, charges, equities, options, restrictions, and encumbrances of whatever nature; and (b) Buyer shall (i) deliver to Seller the various certificates, instruments and documents required of it pursuant to this Agreement, (ii) deliver to Seller copies of resolutions adopted by Buyer authorizing and approving the execution of this Agreement and the consummation of the transactions contemplated herein, certified by Buyer's Secretary as being true and correct on the Closing Date, and (iii) deliver to Seller the Purchase Price in immediately available funds. In the case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, Seller and Buyer shall take such bank account further action (including the "Designated Bank Account"execution and delivery of such further instruments and documents) as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier other may reasonably request, including certificates for all Securities to evidence at the transfer to Premier of good sole cost and marketable title in and to all expense of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.requesting party.

Closing. (a) Unless The final consummation of the sale and purchase of the Station Assets provided for in this Purchase Agreement (the "Closing") shall have been terminated take place at a mutually agreeable date and time within ten business days after the transactions herein contemplated shall have been abandoned date of the FCC Consent pursuant to Section 7.1(a) and the FCC's initial order, subject to the satisfaction or waiver of the last of the conditions set forth in Article Vrequired to be satisfied or waived pursuant to Articles 6 or 7 below (other than those requiring a delivery of a certificate or other document, or the taking of other action, at the Closing); provided, however, that Buyer may elect to postpone the Closing until a date not later than March 8, 2001. Alternatively, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will Closing may take place on the earlier of (i) the second Business Day following the date hereof and (ii) at such other dateplace, time and place or date as the parties shall otherwise may mutually agree (upon in either event, the writing. The date of on which the Closing being is to occur is referred to herein as the "Closing Date."). ------------ (b) Notwithstanding anything to the contrary set forth in this Agreement, if the Closing does not occur by March 8, 2001, then on such date, subject to HSR clearance, (i) Premier Buyer shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer of immediately available funds an amount equal to 89% of the Purchase Price (with the balance due at Closing), and in connection therewith the principal amount of the Deposit shall be disbursed to Seller and applied to such bank account payment (the "Designated Bank Account") and any interest thereon shall be disbursed to Buyer as the Seller shall designate in writing prior to the Closing Date; provided by Section 1.5), (ii) At Seller shall convey to Buyer the effective time Tangible Personal Property and the Real Property by such instruments of transfer as may be necessary to convey such portion of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration Station Assets to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller Buyer free and clear of any Lien or Restriction on such Securities Liens except Permitted Liens, (other than any Lien or Restriction imposed pursuant iii) Buyer shall lease the Tangible Personal Property and Real Property to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actionsSeller until Closing rent-free, and (iv) the parties shall execute and deliver such other instruments or documents, as shall be required under Article V.make the economic adjustments described in Exhibit A.

Closing. Conditions Precedent to Purchaser's Obligations. The obligation of Purchaser to close under this Agreement is subject to the fulfillment on or prior to the Closing Date of each of the following conditions: (aA) Unless The representations and warranties made by Seller herein shall be true and correct as of the Closing Date, as though such representations and warranties were restated and made at and as of the Closing Date (except to the extent that such representations or warranties apply to only an earlier date); (B) All the necessary consents, regulatory and other approvals, licenses and other authorizations shall have been obtained (or the relevant waiting period shall have expired) permitting the post-Closing ownership and operation by Purchaser of the Accounts and Business on terms substantially comparable to those existing at the present; (C) As of the Closing Date, there shall not have been any material adverse change in the Assets since the Site Visit Date other than material adverse changes resulting primarily by reasons of change in the Requirements of Law, (or interpretations thereof) or changes in economic and market conditions affecting the banking and credit business generally; (D) All of the deliveries which Seller is obligated to make or cause to be made under Article VII of this Purchase Agreement shall have been terminated and the transactions herein contemplated made; (E) No claim, action, suit, proceeding or governmental investigation shall have been abandoned pursuant to Section 7.1(a) and subject to threatened or instituted challenging the satisfaction validity of this Agreement or waiver the series of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Datehereby; (iiF) At The termination of any agreements or relationships, other than the effective time of Endorsement Agreements with the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Dateentities listed on Schedule A; (iiiG) At Other than the effective time of Endorsement Agreements with the Closingentities listed on Schedule A, Premier Seller shall issue the warrants constituting the Warrant Consideration (have terminated, in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Datewriting, all Endorsement Agreements; (ivH) The parties Seller shall execute and deliverhave, the Registration Rights Agreementin writing, terminated all Benefits Agreements; (vI) The All pre-Closing covenants, obligations and other matters to be performed on the part of Seller shall deliver have been fulfilled or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title waived by Purchaser in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, writing; and (viJ) Each party Seller shall take such other actionshave executed and delivered to Purchaser an Agent Bank Agreement and Interim Servicing Agreement, and shall execute and deliver such other instruments or documents, as shall be required under Article V.each of which is acceptable to Purchaser. 6.3

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) otherwise extended, and subject to the satisfaction or waiver of the conditions set forth earlier purchase, each as provided in Article Vthis Section 1(b), the closing Company shall purchase the Shares on April 9, 2022 (the "Closing") of “Closing Date”). In its sole and absolute discretion, KAF may elect to defer the transactions contemplated ------- Closing Date one calendar month at a time by Section 2.1 will take place on delivering a written notice to the earlier of Company no later than two Business Days before the existing Closing Date; provided, that should KAF fail to deliver the Purchase Notice (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either eventdefined below), the date of Closing Date shall automatically be rolled to the subsequent month. Notwithstanding the forgoing, on February 9, 2022, KAF may accelerate the Closing being referred Date and have the Company purchase up to herein as 850,000 Shares, and on March 9, 2022, KAF may accelerate the "Closing Date")Date and have the Company purchase up to the other 850,000 Shares. ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to No later than two Business Days before the Closing Date; , KAF shall deliver a written notice to the Company specifying the number of Shares the Company is required to purchase, the aggregate Share Purchase Price and instructions for wiring the Share Purchase Price to KAF (ii) At the effective time “Purchase Notice”). The closing of the sale of the Shares (the “Closing, Premier ”) shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to occur on the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to . On the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller KAF shall deliver the Shares to the Company against receipt of the Share Purchase Price. For purposes of this Agreement, “Business Day” means any day, other than a Saturday or cause a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in San Francisco, California. 2. Except as explicitly modified hereby, all other terms and provisions of the FPA shall remain in effect. 3. The parties’ entry into this Amendment and nothing herein shall be delivered construed as waiving any rights to Premier assert any breaches of the FPA by KAF or its designee such documents as Premier any remedies related thereto. 4. This Amendment may reasonably requestbe executed in two or more counterparts, including certificates for all Securities to evidence the transfer to Premier each of good and marketable title in and to which will be deemed an original but all of which together will constitute one and the Securities owned same instrument. Delivery of a counterpart execution by the Seller free and clear electronically mailed scan shall constitute delivery of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.an executed counterpart.

Closing. The closing of this transaction shall take place in the office of Title in Minneapolis, Minnesota on or before July 1, 2002, notwithstanding any other provision hereof to the contrary. Possession of the Property shall be deemed to have been given by Seller to Buyer coincident with the closing. The following procedure shall govern the closing: (a) Unless this Purchase Agreement Prior to closing, Seller shall have been terminated deliver to Buyer and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver Title a copy of the conditions set forth in Article V, the closing proposed general Warranty Deed (the "ClosingDeed") which shall be in recordable form and shall convey good and marketable record title to the Property (using the legal descriptions set forth on the Title Commitment and the Survey) to Buyer, subject only to the Permitted Encumbrances and other matters approved by Buyer. If the form of the transactions contemplated ------- by SectionDeed does not comply with the provisions set forth above, the Seller shall promptly correct the same upon notice from either Buyer or the Title Company. 2.1 will take place on (b) On or before the earlier of closing Seller shall deliver to the Title Company or Buyer the following: (i) the second Business Day following the date hereof Deed, properly executed and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Dateacknowledged along with a standard form Seller's Affidavit; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Datecurrent real estate tax statements; (iii) At the effective time any applicable owner's duplicate certificate(s) of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") title to the Seller as directed by the Seller in writing prior to the Closing DateProperty; (iv) The parties shall execute and deliver, the Registration Rights Agreementintentionally deleted; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for a warranty bill of sale properly executed ▇▇▇ all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, andPersonal Property; (vi) Each properly executed assignments of all Seller's interest in and to the Leases and Other Agreements and which shall provide that Seller will indemnify and hold Buyer harmless from all claims under the foregoing which accrued on or prior to closing and Buyer shall agree to indemnify and hold Seller harmless from all claims under the foregoing which accrue after the closing; (vii) a well certificate as may be required by applicable law or in the event it is not required, a certification in the deed that there are no wells on the Property; (viii) an assignment of the Warranties and any other documents required by this Purchase Agreement; (ix) any other documentation reasonably requested by the Title Company in order to confirm the authority of the Seller to consummate this transaction or to permit the Title Company to issue to Buyer, upon completion of the closing, its Owner's Title Insurance Policy in an amount equal to the Purchase Price, subject only to those matters shown on the Commitment which were approved by Buyer (the "Title Policy"); Provided, however, that the foregoing shall not be construed to obligate Seller to provide any indemnity or to pay any sums not otherwise required to be paid by Seller hereunder; (x) such funds as may be required by Seller to pay closing costs or charges properly allocable to Seller. (c) On or before the closing, Buyer shall deliver to Title or Seller the following: (i) the balance of the cash due at closing, less any amounts for which Buyer is to receive a credit; (ii) such additional funds as may be required of Buyer to pay closing costs or charges properly allocable to Buyer. (d) After Title has received all of the items to be deposited with it, and when it is in a position to issue the Title Policy reflected by the approved Commitment, Title shall: (i) record the Deed; (ii) record any other instruments executed by the parties, or either of them, which are contemplated by this Purchase Agreement to be placed of record, instructing the Recorder's Office to return the same to the beneficiary thereof; (iii) issue to Buyer its Title Policy and deliver to Buyer all other documents to be herein delivered by Seller to the Title Company pursuant to this Purchase Agreement; (iv) charge Buyer for the recording cost of the Deed and one-half of the closing fee and any escrow fees, and the cost of any purchased title policy; (v) charge Seller for one-half of the closing fee and any escrow fees, recording any documents clearing title to the Property, any abstracting costs, and the cost of the title insurance commitment for Buyer; (vi) charge Seller for the full cost of any deed transfer, revenue or similar tax with respect to the sale of the Property; (vii) real estate taxes and installments of special assessments due and payable in the year of closing shall be prorated between the parties based on a calendar year and the date of closing. Seller shall pay all real estate taxes and installments of special assessments due in the year prior to the year of closing and earlier years including as provided in Section IX(e) hereof; Buyer shall pay all real estate taxes and installments of special assessments due and payable in the year subsequent to the year of closing and subsequent years; (viii) all bills for services, labor, materials, capital improvements or other charges of any kind or nature rendered to Seller or the Property prior to the closing date shall be borne by and paid by Seller; (ix) prepare closing statements for Seller and Buyer, respectively, indicating deposits, credits and charges (including allocation of current real property taxes) and deliver the same, together with a disbursement of funds, to any appropriate party. (x) credit Buyer with any applicable security deposits and prorate between the parties as of the date of closing all rents and other amounts due under the Leases and operating expenses for the Property. Any supplemental closing instructions given by any party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall also be required under Article V.followed by the Title Company provided the same do not conflict with any instructions set forth herein.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the The closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will this Agreement (the “Closing”) shall take place at the offices of Venable, Baetjer, H▇▇▇▇▇ & C▇▇▇▇▇▇▇▇, LLP in Washington, D.C. commencing at 10:00 a.m. Eastern time on the earlier later of the third business day following (ia) approval of the Merger and this Agreement by the Stockholders or (b) the second Business Day following waiver or satisfaction of each of the date hereof and (ii) other Closing conditions specified in Article 7 hereof, or at such other dateplace, time and place date as the parties shall otherwise Parties may mutually agree (in either event, the date of “Closing Date”). The Parties presently expect the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause Date to be paid the aggregate Cash Consideration to on or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of about April 1, 2003. Contemporaneously with the Closing, Premier shall issue shares properly executed articles of Premier Common Stock constituting the Stock Consideration merger conforming to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time requirements of the ClosingMGCL, Premier shall issue the warrants constituting the Warrant Consideration (in the a form of which is attached hereto as Exhibits "B" Exhibit A, shall be filed with the Maryland State Department of Assessments and "C"Taxation (the “SDAT”) and a properly executed certificate of merger conforming to the Seller requirements of the DGCL, a form of which is attached hereto as directed Exhibit B, shall be filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”). The Merger shall become effective at the later of: (a) the time such articles of merger are filed with the SDAT and the SDAT provides to the Parties a copy of such articles stamped “filed” by the Seller in writing prior SDAT by facsimile, by making an image of such file-stamped copy available on its website, or by any other acceptable means, (b) the time such certificate of merger is filed with the Delaware Secretary of State and such Secretary of State provides to the Closing Date; Parties a copy of such certificate stamped “filed” by the Delaware Secretary of State by facsimile, by making an image of such file-stamped copy available on its website, or by any other acceptable means, or (ivc) The parties shall execute such date and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause time as is specified to be delivered to Premier or its designee the Effective Date in such documents as Premier may reasonably request, including certificates for all Securities to evidence articles of merger and certificate of merger (the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.“Effective Time”).

Closing. (a) Unless this Purchase Agreement shall have been terminated The closing of the issuance by Lone Pine and the transactions herein contemplated purchase by the Backstoppers of the Backstopped Shares hereunder shall have been abandoned be completed at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP in Calgary, Alberta in connection with the implementation of the Plan. (b) Subject to and in accordance with the terms and conditions of this Agreement and the Plan, on the Implementation Date, each Backstopper shall pay, in immediately available funds, by wire transfer to an account designated by Lone Pine, an amount equal to the aggregate Issue Price for the Backstopped Shares to be purchased by such Backstopper (the “Backstop Payment Amount”) pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth its Backstop Purchase Obligation, as determined in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------accordance with its Backstop Commitment; provided that: (i) Premier in the case of a Backstopper who has delivered a cash deposit pursuant to Section 2(d)(i), Lone Pine shall pay or cause be entitled to apply that cash deposit towards the Backstop Payment Amount; and (ii) in the case of a Backstopper who delivers a letter of credit pursuant to Section 2(d)(ii) and who has not otherwise paid its Backstop Payment Amount to Lone Pine as required hereunder, Lone Pine shall be paid entitled to draw upon the aggregate Cash Consideration letter of credit for payment of the Backstop Payment Amount; and subject to Lone Pine in fact receiving payment from or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") a Backstopper payment of its Backstop Payment Amount as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closingprovided herein and, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliverapplicable, the Registration Rights Agreement; (v) The Seller Plan, Lone Pine shall within three Business Days deliver or cause to be delivered to Premier or as directed by such Backstopper its designee such documents as Premier may reasonably request, including Backstop Consideration and definitive certificates for all Securities to evidence representing the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.Backstopped Shares so purchased.

Closing. (a) Unless this Purchase Agreement shall have been terminated and The consummation of the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(aby this Agreement (the "Closing") and subject to will take place on the second business day following the satisfaction or waiver of the conditions set forth in Article VVI hereof, at 10:00 a.m., at the closing (offices of Venable, Baetjer, Howard and Civiletti, LLP 1201 New York Avenue, Washington, D.▇. ▇▇ at su▇▇ ▇▇▇▇▇ time a▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ upon by the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties. The parties shall otherwise mutually agree (in either event, the date of to use their best efforts to cause the Closing being to occur on or before August 31, 2001. The date on which the Closing occurs is referred to herein as the "Closing Date."). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (iib) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier Purchaser the following: (i) a duly executed Bill of Sale and Assignment, in substantially the form of Exhi▇▇▇ B hereto (the "Bill of Sale"); (ii) duly executed assignments of all Trademar▇▇ ▇o Purchaser; and (iii) all other previously undelivered documents required to be delivered by Seller to Purchaser at or its designee such prior to the Closing to consummate the transactions contemplated in this Agreement. (c) At the Closing, Purchaser shall deliver or caused to be delivered to Seller the following: (i) cash in the amount of the Initial Purchase Price by wire transfer of immediately available funds to an account designated by Seller; (ii) a duly executed Instrument of Assumption of the Assumed Liabilities substantially in the Form of Exhibit A hereto (the "Instrument of Assumption"); and (iii) all other previously undelivered documents required to be delivered by Purchaser to Seller at or prior to the Closing to consummate the transactions contemplated in this Agreement. (d) At the Closing, Seller and Purchaser will settle on the net cash reconciliation in which (i) Cash Paid Deferred Revenue and accrued vacation pay, accrued sick pay and other employee benefits, if any, accrued unpaid amounts since April 1, 2001 under Seller's bonus plan, and any other incentive compensation, if any, for the Hired Employees that is payable after the Closing shall be credited to Purchaser, (ii) reimbursement for prepaid assets, prepaid commissions, transition services, and amounts related to Inventory shall be credited to Seller and (iii) other miscellaneous items, as Premier needed, shall be credited to Seller or Purchaser, as the case may reasonably requestbe, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of which to be set forth on a statement to be prepared by Seller and as approved by Seller and Purchaser. The items to be included in the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as net cash reconciliation shall be required under Article V.as set forth on Schedule 2.7(d).

Closing. (a) Unless this Purchase Agreement The execution and delivery of the documents and instruments for the consummation of the purchase and sale pursuant hereto (herein referred to as the “Closing”) shall have been terminated and take place on that date which is thirty (30) days after the transactions herein contemplated shall have been abandoned expiration of the Due Diligence Period (as the same may be extended pursuant to Section 7.1(a6(a) below), through the escrow services of Escrow Agent, or such earlier date and subject to the satisfaction or waiver of the conditions set forth in Article Vtime, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) and/or such other datelocation, time as may be mutually agreeable to Seller and place as Purchaser. (b) On or before the parties Closing, Seller shall otherwise mutually agree (in either event, deliver the date of the Closing being referred to herein as the "Closing Date"). ------------following: (i) Premier shall pay subject to Section 5(d), one or cause to be paid more (at Purchaser’s election) limited warranty deeds for each county in which the aggregate Cash Consideration to Property is located (warranting only against the claims of persons claiming by, through or for under Seller) in the account form of the Seller Exhibit B attached hereto executed by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior Seller, subject only to the Closing DatePermitted Encumbrances, as hereinafter defined (collectively, the “Deeds”); (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration an affidavit as to the Seller as directed by the non-foreign status of Seller in writing prior form satisfactory to the Closing DateSeller; (iii) At the effective time an affidavit of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing DateGeorgia residence; (iv) The parties shall execute an assignment and deliver, assumption of the Registration Rights AgreementUnrecorded Agreements (as hereinafter defined) assumed by Purchaser in form reasonably acceptable to Purchaser and Seller (the “Unrecorded Agreements Assignment”); (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may evidence, reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant satisfactory to the terms Escrow Agent, that the transactions contemplated by this Agreement have been authorized by all requisite action of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, andSeller; (vi) Each party shall take an owner’s affidavit in form sufficient to cause the Escrow Agent to issue an owner’s title insurance policy without exception for materialmen’s and mechanic’s liens, parties in possession and unrecorded agreements other than the Unrecorded Agreements assumed by Purchaser; (vii) a closing statement reasonably satisfactory to Purchaser, Seller and Escrow Agent (the “Closing Statement”); and (viii) such other actionscertificates, affidavits and documents as may be reasonably necessary to consummate the purchase and sale contemplated hereby and to enable Purchaser to obtain the title insurance policy in accordance with this Agreement. The owner’s affidavit and any other affidavits or certificates executed by or on behalf of Seller at the Closing shall execute and be given to the actual knowledge of the person or entity executing the same, without independent investigation or inquiry. (c) On or before the Closing, Purchaser shall deliver the following: (i) the Purchase Price, subject to adjustment as set forth in this Agreement; (ii) an executed counterpart of the Unrecorded Agreements Assignment; (iii) evidence, reasonably satisfactory to the Escrow Agent, that the transactions contemplated by this Agreement have been authorized by all requisite action of Purchaser; (iv) an executed counterpart of the Closing Statement; and (v) such other instruments or documentscertificates, affidavits and documents as shall may be required under Article V.reasonably necessary to consummate the purchase and sale contemplated hereby and to enable Purchaser to obtain the title insurance policy in accordance with this Agreement.

Closing. (a) Unless The closing of the Preferred Interest Purchase (the “Closing”) shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP, Worldwide Plaza, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution and delivery of this Purchase Agreement shall have been terminated by the Company, NMI, the Investor and the transactions herein contemplated shall have been abandoned pursuant Guarantor. The date on which the Closing occurs is referred to Section 7.1(ain this Agreement as the “Closing Date”. (b) and subject to At the satisfaction or waiver of the conditions set forth in Article VClosing, the closing (Parties will make the "Closing") of following deliveries and take the transactions contemplated ------- by Sectionfollowing actions: 2.1 will take place on the earlier of (i) the second Business Day following Investor shall deliver to NMI and NOOK Member Two certificates, together with appropriate instruments of transfer, representing the date hereof Series B Preferred Interests and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing DateWarrants; (ii) At the effective time of the ClosingNMI shall pay, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration or cause to be paid, to the Seller as directed Investor $13,200,008.25 by wire transfer of immediately available funds to a bank account designated in writing by the Seller in writing prior to the Closing DateInvestor; (iii) At the effective time of the ClosingNOOK Member Two shall pay, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") or cause to be paid, to the Seller as directed Investor $550,000.34 by wire transfer of immediately available funds to a bank account designated in writing by the Seller in writing prior to the Closing DateInvestor; (iv) The parties NMI shall execute cause 578,810 shares of Company Common Stock (the “NMI Common Shares”) to be issued in book-entry form, duly registered in the name of the Investor, and deliver, shall provide evidence reasonably satisfactory to the Registration Rights AgreementInvestor of such book-entry; (v) The Seller NOOK Member Two shall deliver or cause 24,117 shares of Company Common Stock (the “NOOK Member Two Common Shares” and, together with the NMI Common Shares, the “Common Shares”) to be delivered to Premier or its designee such documents as Premier may reasonably requestissued in book-entry form, including certificates for all Securities to evidence duly registered in the transfer to Premier of good and marketable title in and to all name of the Securities owned by the Seller free Investor, and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant shall provide evidence reasonably satisfactory to the terms Investor of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, andsuch book-entry; (vi) Each each Party that is a party to the Digital Business Contingent Payment Agreement dated as of December 3, 2014, between the Company, NMI and the Investor shall take such deliver to the other actions, Parties an executed counterpart of the Amended and Restated Digital Business Contingent Payment Agreement; and (vii) each Party that is a party to the Registration Rights Agreement shall execute and deliver such to the other instruments or documents, as shall be required under Article V.Parties an executed counterpart of the Registration Rights Agreement.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver The closing of the conditions set forth in Article V, the closing Merger (the "“Closing"”) of the transactions contemplated ------- by Section 2.1 will shall take place on a mutually agreed upon Business Day as soon as practicable after the earlier date on which the last condition to Closing is satisfied. In no event shall the Closing occur after the first day of the calendar month following the month subsequent to the month in which occurred the later of (i) receipt of all Requisite Regulatory Approvals of the second Business Day following Merger and the date hereof and expiration of all required waiting periods, or (ii) shareholder approval of this Agreement at the Company Shareholders Meeting to be held pursuant to Section 5.4(b) of this Agreement, or such other date, time and place date as the parties shall otherwise hereto may mutually agree (agree. If all conditions in either eventArticle VI hereof are satisfied, or waived by the date of party entitled to grant such waiver, at the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier the parties shall pay or cause each provide to be paid the aggregate Cash Consideration to or for the account others such proof of satisfaction of the Seller by wire transfer to such bank account (the "Designated Bank Account") conditions in Section VI as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee party whose obligations are conditioned upon such documents as Premier satisfaction may reasonably request, including certificates for all Securities to evidence (ii) the transfer to Premier of good certificates, letters and marketable title in and to all opinions required by Article VI shall be delivered, (iii) the appropriate officers of the Securities owned by parties shall execute, deliver and acknowledge this Agreement, and (iv) the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party parties shall take such other actionsfurther action, and shall execute and deliver such other instruments or documentsincluding (without limitation) filing the Certificate of Merger, as are required to consummate the transactions contemplated by this Agreement. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) If on any date established for the Closing all conditions in Section VI hereof have not been satisfied or waived by each party entitled to grant such waiver, then either party, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding ten (10) Business Days, as the declaring party shall be required under Article V.select, but no such delay shall extend beyond the last date set forth in Section 7.1(b)(i) and no such delay shall interfere with the right of either party to declare a termination pursuant to Section 7.1(b)(i). The Closing shall take place telephonically, electronically or at the office of Purchaser set forth in Section 8.2.

Closing. (a) Unless this Purchase Agreement This transaction shall have been terminated and be closed through an escrow that is to be held by the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to Title Company, in accordance with the satisfaction or waiver general provisions of the conditions set forth usual form of escrow agreement then in Article Vuse by such Title Company for transactions similar to this with such special provisions inserted as may be required to conform with this Agreement. Each party shall execute and deliver on a timely basis all escrow instructions, deeds, funds, the closing (the "Settlement Statements and other documents reasonably necessary to accomplish Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof . In addition to, and (ii) such other date, time and place as the parties shall otherwise mutually agree (not in either eventlimitation of, the date of the Closing being referred to herein as the "Closing Date"). ------------foregoing: (i) Premier On or before the Closing Date, the Sellers shall pay execute and deliver or cause to be paid delivered to the aggregate Cash Consideration to or for the account Title Company all of the Seller items listed below: (a) The Acts of Cash Sale; (b) The Bills of Sale and the Resolutions; (c) Mechanics Lien Affidavit and/or Owner’s Affidavit required by wire transfer the Title Company; (d) Sellers’ affidavit of non-foreign status, as contemplated by Section 1445 of the Code; and (e) Any other instruments, documents or agreements required pursuant to such bank account (any other sections of this Agreement or reasonable requested by the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date;Purchaser. (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to On or before the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller Purchaser shall deliver or cause to be delivered to Premier Title Company: (i) the Cash Portion of the Purchase Price; (ii) the Promissory Notes; (iii) the Mortgages; and (iv) the Guaranties. (iii) The transactions provided for in this Agreement shall be completed by the Title Company on the Closing Date by doing each of the following: (a) by recording in St. ▇▇▇▇▇▇ ▇▇▇▇▇▇, the Deeds; (b) by causing the issuance of the Title Policy to Purchaser, subject only to the Permitted Encumbrances, and forwarding the Title Policy to Purchaser; (c) by prorating taxes, assessments and other amounts, in accordance with this Agreement and the Settlement Statements with respect to each of the Premises, and advising the Purchaser and the Sellers of those costs and expenses to be paid by the Sellers to Purchaser or Purchaser to Sellers; (d) by delivering to Purchaser a FIRPTA Affidavit, fully executed by the Sellers which are parties to the Assignments; (e) by preparing and forwarding to Purchaser and the Sellers four (4) signed copies of the Settlement Statement setting forth all receipts and disbursements provided for herein; and (f) by delivering to Sellers, pursuant to the Settlement Statements, the Purchase Price; the Promissory Notes and the Guaranty; and (g) recording the Mortgages. In addition to the obligations required to be performed hereunder by the Sellers at the Closing, the Sellers agree to perform such other acts, and/or to execute and deliver to Purchaser such further instruments, documents and other materials, as are reasonably requested by Purchaser at or subsequent to Closing in order to effect the consummation of the transactions contemplated herein and to vest title to the Acquired Assets in Purchaser or its designee such documents as Premier may reasonably requestdesignee, including certificates for including, without limitation, the assignment of all Securities to evidence the transfer to Premier rights of good and marketable title any Seller in and to all any easements or servitudes for the benefit of any of the Securities owned by Premises; provided, however, that the Seller free foregoing instruments and clear other materials, if any, shall not enlarge the scope of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to of the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.Sellers’ obligations hereunder.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject Subject to the satisfaction or waiver of the conditions set forth in Article VSection V(B), on or before the sixtieth (60th) day after Optionee gives Optionor Notice of the exercise of the Option, the closing parties shall perform as follows (the "Closing") of the transactions contemplated ------- by Section): 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date")1. ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller Optionor shall deliver or cause to be delivered the following: a) The Deed to Premier Escrow for recordation in the property records of ▇▇▇▇▇ County, with subsequent delivery to Optionee; b) An affidavit as required by the Foreign Investment Real Property Tax Act, Internal Revenue Code Sections1445 ("FIRPTA"), to Escrow; c) An assignment, if applicable, by Optionor to Optionee of all rights to additional compensation and all rights in or its designee such documents as Premier may reasonably request, including certificates for to any abandoned or vacated portion of the Property which is the subject of any condemnation proceeding; this assignment of all Securities to evidence the transfer to Premier of good and marketable title Optionor's rights in and to all any additional compensation beyond any condemnation award, and any portion of the Securities owned by Property that, after the Seller free Closing, is abandoned or vacated, shall be recorded in the public records, at Closing, if applicable, and clear such obligations as set forth in this paragraph shall survive the Closing indefinitely irrespective of any Lien other limitation of liability contained herein or Restriction on such Securities in law or equity.; and d) To Optionee or Title Company, as applicable, any other documents, fully executed, as are customarily executed in the State of Nevada in connection with the conveyance of real property, including all required closing statements, releases, affidavits and any other instrument that the parties may agree to in good faith; e) Exclusive possession of the Property. 2. Optionee shall deliver or cause to be delivered the following: a) The Purchase Price, subject to the Prorations (other than any Lien or Restriction imposed as defined in Section V.D. below), for disbursement pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, Optionor's instructions; and (vib) Each party shall take such To Optionor or Title Company, as applicable, any other actions, and shall execute and deliver such other instruments or documents, fully executed, as shall be are customarily executed in the State of Nevada in connection with the conveyance of real property, including all required under Article V.closing statements, releases, affidavits and any other instrument that the parties may agree to in good faith.

Closing. The closing hereunder shall occur upon (x) termination of the Commitments (as defined in the Credit Agreement referred to below in this clause (x)) under the Credit Agreement dated as of November 17, 1995 among the Borrower, the Guarantors, the banks listed therein and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as agent, and payment in full of all amounts owing thereunder to any of such banks or such agent and (y) receipt by the Agent of the following documents, each dated the Closing Date unless otherwise indicated: (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or a duly executed Note for the account of each Bank dated on or before the Seller by wire transfer Closing Date complying with the provisions of Section 2.05; (b) an opinion of ▇▇▇▇▇▇ and Calder, counsel for the Borrower, substantially in the form of Exhibit E hereto and covering such additional matters relating to such bank account (the "Designated Bank Account") transactions contemplated hereby as the Seller Required Banks may reasonably request; (c) an opinion of ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, special Bermuda counsel for the Guarantors, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (d) an opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, New York counsel for the Borrower and the Guarantors, substantially in the form of Exhibit G hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (e) an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special United States counsel for the Agent, substantially in the form of Exhibit H hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (f) a letter from CT System in New York, New York, New York, substantially in the form of Exhibit J hereto, evidencing CT System's agreement to act as agent for service of process for the Obligors pursuant to Section 10.10(b); and (g) all documents the Agent may reasonably request relating to the existence of the Borrower and the Guarantors, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent. The Agent shall designate in writing prior to promptly notify the Borrower and the Banks of the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as notice shall be required under Article V.conclusive and binding on all parties hereto.

Closing. (a) Unless this Purchase Agreement shall have been terminated At the Closing, the Stockholder will deliver to Metamor a certificate or certificates representing the Option Shares being purchased, duly endorsed for transfer or accompanied by appropriate stock powers duly executed in blank, and Metamor will pay the purchase price in immediately available funds by wire transfer to an account designated by the Stockholder. Transfer taxes, if any, imposed as a result of the exercise of the Option and the transactions herein contemplated shall have been abandoned transfer of any Option Shares will be paid by the Stockholder. (b) The obligations of Metamor and the Stockholder to consummate the purchase and sale of the Option Shares pursuant to Section 7.1(a) and this Article I will be subject to the satisfaction or waiver fulfillment of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------conditions: (i) Premier shall pay The expiration or cause to be paid the aggregate Cash Consideration to or for the account termination of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior waiting period applicable to the Closing Date;consummation of such transactions under the HSR Act; and (ii) At the effective time Neither of the Closingparties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of such transactions. Each of the parties will promptly make and will use all reasonable efforts to cause each of their respective affiliates to make, Premier shall issue shares all such filings and take all such actions as may be reasonably required in order to permit the lawful exercise of Premier Common Stock constituting the Stock Consideration Option, as promptly as possible. The date of any Closing may be extended, if required, to the Seller as directed by next business day following (1) the Seller in writing prior date that any applicable waiting period under the HSR Act shall have expired or been earlier terminated (but not beyond sixty (60) days after such date of Closing unless SPR shall not have complied with its obligations under the Reorganization Agreement with respect thereto), (2) the date that all other necessary governmental approvals for the sale of the Option Shares for which the Option shall have been exercised shall have been obtained, and (3) the satisfaction of any other condition to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of ; provided that any Lien or Restriction on such Securities (other than any Lien or Restriction imposed delay pursuant to the terms of this Purchase Agreement or the Warrant Agreementclauses (2) or the applicable federal or state securities laws, and (vi3) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.not exceed 10 business days.

Closing. (a) Unless this Purchase Agreement shall have been terminated Between the date hereof and the transactions herein Closing Date, except as contemplated shall have been abandoned pursuant to Section 7.1(aby this Agreement or with the consent of Purchaser, each of the Sellers does hereby covenant as follows on behalf of itself and not on behalf of the other Sellers: (i) Such Seller will not enter into any contract, commitment or agreement affecting the Sellers' Assets owned by such Seller except in the ordinary course of business and subject such Seller will advise Purchaser of any contracts or commitments which it enters, whether in the ordinary course of business or otherwise; (ii) Such Seller will provide Purchaser and NHP and their agents and employees with access to the satisfaction Facility owned by it and to the books and records of such Facility for the purpose of enabling Purchaser to conduct its Due Diligence Review; provided, however, that such access and inspection shall be with at least 24 hours prior notice and during normal business hours at such time and in such manner as the parties shall reasonably agree upon; (iii) Such Seller will not take any action inconsistent with its obligations under this Agreement or waiver of which could hinder or delay the conditions set forth in Article V, the closing (the "Closing") consummation of the transactions contemplated ------- by Sectionthis Agreement; 2.1 (iv) Such Seller will take place on maintain the earlier of (i) Seller's Assets owned by it in substantially the second Business Day following the date hereof and (ii) such other date, time and place same condition as the parties shall otherwise mutually agree (they are in either event, the date as of the Closing being referred to herein as the "Closing Execution Date"). ------------, ordinary wear and tear excepted; (iv) Premier shall pay Such Seller will promptly notify Purchaser of any changes affecting the validity or cause to be paid the aggregate Cash Consideration to or for the account accuracy of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing its representations and warranties of which it becomes aware prior to the Closing Date; (vi) Such Seller shall negotiate in good faith with Purchaser the terms of one or more Subleases (the "Interim Subleases") under which the applicable Sellers will sublease from Purchaser any of the Facilities which, as of the Closing Date are not licensed in the name of Purchaser until such time as a license for such Facility or Facilities is issued in the name of Purchaser (the "Licensure Date"), subject to Purchaser's right to continue to operate the affected Facility or Facilities under the applicable Management Agreement, as amended by the applicable Management Agreement Amendment. (vii) Such Seller shall negotiate in good faith with Purchaser with respect to the terms of the Management Termination Agreements, the Management Amendment Agreements and the Note. (viii) In the case of the owners of the Facilities secured by the Existing Financing, such Seller shall, upon request, cooperate in NHP's efforts to secure the consents needed to assume the Existing Financing, it being understood and agreed that such Seller's obligations with respect thereto shall be limited to the cooperation obligation described herein and that such Seller has not assumed, in any manner, responsibility for securing the consent of the lender to the assumption of the Existing Financing. In addition, Joliet covenants that between the Effective Date and the Closing Date it will do the following: (i) Maintain in force the existing hazard and liability insurance policies, or comparable coverage, for the Seller's Assets owned by it; (ii) At Cause XL to maintain and operate the effective time Essington Manor Facility in the ordinary course and in compliance with the terms of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date;Essington Manor Management Agreement; and (iii) At Make available to Purchaser the effective time of the Closingregular, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" internally prepared and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably requestun-audited monthly financial statements, including certificates for all Securities the income statement and balance sheet, regarding the Essington Manor Facility as and when they customarily become available to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.Joliet.

Closing. (a) Unless this Purchase Agreement shall have been terminated and Upon the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) terms and subject to the conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) will be held at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois, on the later of (i) April 30, 2008 (the “Target Closing Date”) if the conditions to the Closing set forth in Article 11 have then been satisfied or waived (other than such conditions which by their nature are to be satisfied at the Closing) and (ii) the last Business Day of the month in which satisfaction or waiver of the conditions set forth in Article V11 occurs (other than such conditions which by their nature are to be satisfied at the Closing), in each case other than as TAH and Abbott may mutually agree in writing. Notwithstanding anything herein to the closing (the "Closing") contrary, if satisfaction or waiver of the transactions contemplated ------- conditions set forth in Article 11 (other than such conditions which by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause their nature are to be paid satisfied at the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account"Closing) as the Seller shall designate in writing occurs prior to the Target Closing Date;, the Closing shall be held on any Business Day prior to the Target Closing Date that Takeda designates upon written notice to Abbott at least five (5) Business Days prior to such designated date; provided that such designated date must be the last Business Day of a month. The date on which the Closing actually occurs shall be referred to as the “Closing Date,” and, except as otherwise expressly provided herein, the Closing shall for all purposes be deemed effective as of 11:59 PM, Central Time, on the Closing Date. (iib) At the effective time of the Closing, Premier TAH or TAP, as appropriate, shall issue shares of Premier Common Stock constituting duly execute (and, if applicable, TAP shall cause the Stock Consideration TAP Sales Subsidiary to the Seller as directed by the Seller in writing prior to the Closing Date; (iiiexecute) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall and/or deliver or cause to be delivered to Premier Abbott or its designee such documents Newco, as Premier the case may reasonably requestbe: (i) certificates evidencing the shares of Newco Stock to be delivered by TAP under this Agreement, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of all Liens, preemptive or similar rights or any Lien other limitation or Restriction on such Securities restriction, duly endorsed in blank or accompanied by stock powers duly endorsed in blank; (ii) the Transition Services Agreement; (iii) the Tolling Agreement-Prevacid; (iv) the Tolling Agreement-Uloric; (v) the Tolling Agreement-Lupron; (vi) the Headquarters Lease; (vii) the Amended and Restated Tax Agreement; (viii) the Amended and Restated Employee Matters Agreement; (ix) the Marketing and Distribution Agreement (Canada); (x) the Amendment to Marketing and Distribution Agreement (Canada); (xi) the Marketing and Distribution Agreement (Puerto Rico); (xii) the Amendment to Marketing and Distribution Agreement (Puerto Rico); (xiii) the Amendment to Prev-Pac Co-Promotion Agreement; (xiv) the Lease Assignment and Assumption Agreement (Arlington); (xv) the Lease Assignment and Assumption Agreement (Bedminster); (xvi) the Lease Assignment and Assumption Agreement (Bannockburn); (xvii) a certificate of an executive officer of TAH as to the matters set forth in Sections 11.03(b) and 11.03(e) (as to matters regarding TAH); and (xviii) all other previously undelivered certificates and other documents required to be delivered by TAH or TAP, as the case may be, to Abbott or Newco, as the case may be, in connection with the Contemplated Transactions. (c) At the Closing, Abbott or Newco, as appropriate, shall duly execute (and/or cause ▇▇▇▇▇▇-Canada and/or Abbott-Puerto Rico and/or ▇▇▇▇▇▇ Laboratories Inc. to execute, if applicable) and/or deliver or cause to be delivered to TAH or TAP, as the case may be: (i) certificates evidencing the shares of TAP Class A Common Stock to be delivered by Abbott under this Agreement, free and clear of all Liens, preemptive or similar rights or any other limitation or restriction, other than any Lien as set forth in TAP’s certificate of incorporation, duly endorsed in blank or Restriction imposed pursuant accompanied by stock powers duly endorsed in blank; (ii) the Transition Services Agreement; (iii) the Tolling Agreement-Prevacid; (iv) the Tolling Agreement-Uloric; (v) the Tolling Agreement-Lupron; (vi) the Headquarters Lease; (vii) the Amended and Restated Tax Agreement; (viii) the Lupron License and Supply Agreement; (ix) the Amended and Restated Employee Matters Agreement; (x) the Amended and Restated Abbott Guarantee; (xi) the Marketing and Distribution Agreement (Canada); (xii) the Amendment to Marketing and Distribution Agreement (Canada); (xiii) the Marketing and Distribution Agreement (Puerto Rico); (xiv) the Amendment to Marketing and Distribution Agreement (Puerto Rico); (xv) the Amendment to Prev-Pac Co-Promotion Agreement; (xvi) the Contribution and Distribution Agreement; (xvii) the Lease Assignment and Assumption Agreement (Arlington); (xviii) the Lease Assignment and Assumption Agreement (Bedminster); (xix) the Lease Assignment and Assumption Agreement (Bannockburn); (xx) a counterpart signature page to the terms VEP LLC Operating Agreement documenting Newco’s becoming the Class B Member; (xxi) resignations from each director and officer of this Purchase TAP listed on Schedule 3.02(c); (xxii) a certificate of an executive officer of Abbott as to the matters set forth in Sections 11.02(b) (as to matters regarding Abbott) and 11.02(c); (xxiii) Schedule 5.06; and (xxiv) all other previously undelivered certificates and other documents required to be delivered by Abbott or Newco, as the case may be, to TAH or TAP, as the case may be, in connection with the Contemplated Transactions. (d) At the Closing, TAP shall duly execute (and/or cause the TAP Sales Subsidiary and/or Newco Lupron Sales Subsidiary to execute, if applicable) and/or deliver or cause to be delivered, as the case may be: (i) to Abbott, a certificate of the president and executive vice president of TAP as to the matters set forth in Sections 11.03(d) and 11.03(e) (as to matters regarding TAP); (ii) (A) to each of the parties thereto and to Abbott, the Contribution and Distribution Agreement and (B) to the other party thereto and to Abbott, a contribution, conveyance and assumption agreement between the TAP Sales Subsidiary and Newco Lupron Sales Subsidiary, substantially similar to the Contribution, Conveyance and Assumption Agreement, evidencing the transfer of Transferred Assets and assumption of Assumed Liabilities contemplated by Section 7.02(a)(ii)(B); (iii) to TAH, a certificate of the president and executive vice president of TAP as to the matters set forth in Sections 11.02(b) (as to matters regarding TAP) and 11.02(d); (iv) to Abbott, Newco and Newco Sales Subsidiary, resignations from each director and officer of Newco and Newco Sales Subsidiary; (v) to the other party thereto, the VEP LLC Operating Agreement and, to Newco, a counterpart signature page to the VEP LLC Operating Agreement documenting Newco’s becoming the Class B Member; (vi) to each of the other parties thereto, the VEP LLC Contribution Agreement; (vii) to VEP LLC, the Supply Agreement; and (viii) to VEP LLC, the Master Services and Supply Agreement. (e) At the Closing, Takeda shall duly execute and deliver to Abbott or Newco, as the Warrant case may be: (i) the Amended and Restated Takeda Guarantee; (ii) the Lupron License and Supply Agreement; (iii) or a certificate of an executive officer of Takeda as to the applicable federal or state securities laws, matters set forth in Section 11.03(c) and 11.03(e) (as to matters regarding Takeda); (iv) Schedule 6.02(h); (v) the Amended and Restated Employee Matters Agreement; and (vi) Each party all other previously undelivered certificates and other documents required to be delivered by Takeda to Abbott or Newco, as the case may be, in connection with the Contemplated Transactions. (f) At the Closing, VEP LLC shall take such other actions, and shall duly execute and deliver such other instruments or documentsdeliver: (i) to Abbott, as shall be required under Article V.Newco, TAH and TAP, the Amended and Restated Tax Agreement; (ii) to TAP, the Master Services and Supply Agreement; (iii) to the TAP Sales Subsidiary, the Supply Agreement; and (iv) to TAP and the TAP Sales Subsidiary, the VEP LLC Contribution Agreement.

Closing. (a) Unless this Purchase Agreement shall have been terminated The consummation of the purchase and sale of the Shares and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing Interests (the "Closing") of the transactions contemplated ------- by Section 2.1 will shall take place at 10:00 a.m., local time, on the earlier of fifth (i5) the second Business Day following the date satisfaction of the conditions to the obligations of the parties set forth in Article 7 hereof and (ii) other than those conditions that by their nature are to be fulfilled at Closing), at the offices of Lath▇▇ & ▇atk▇▇▇, ▇▇5 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ at such other date, time and or place as Parent and Purchaser may agree in writing (the parties shall otherwise mutually agree (in either event, the date of day on which the Closing takes place being referred to herein as the "Closing Date"). ------------. (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (iib) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration subject to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time provisions of the ClosingSection 6.6, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller Sellers shall deliver or cause to be delivered to Premier Purchaser (i) one or its designee such more stock certificates evidencing the Shares, duly endorsed in blank or accompanied by a stock power duly executed in blank, (ii) documents as Premier may reasonably request, including certificates for all Securities sufficient to evidence the transfer to Premier of good and marketable title in and to convey all of the Securities owned Interests to Purchaser, (iii) the other documents required to be delivered by Seller pursuant to Article 7 hereof, and (iv) any other documents or instruments necessary to evidence or effect any of the Seller free transactions contemplated hereunder. (c) At the Closing, subject to the provisions of Section 6.6, (i) Purchaser shall pay to Parent (as agent for the Sellers) the Closing Date Purchase Price by intra-bank transfer or wire transfer of immediately available funds to an account designated in writing by Parent, (ii) Purchaser shall deliver to Parent the documents required to be delivered by Purchaser pursuant to Article 7 hereof, and clear (iii) Purchaser shall deliver to Parent any other documents or instruments necessary to evidence or effect any of any Lien the transactions contemplated hereunder. (d) The parties acknowledge that the Net Working Capital Adjustment Amount and the Capital Expenditure Adjustment Amount will not be determinable until after Closing. Accordingly, notwithstanding anything else in this Article 1 to the contrary, for purposes of calculating the amount of the Closing Date Purchase Price payable on the Closing Date, the Base Price will be increased or Restriction on such Securities decreased (other than any Lien or Restriction imposed as applicable) pursuant to the terms definition of this Closing Date Purchase Agreement or Price by the Warrant Agreement) or Estimated Net Working Capital Adjustment Amount and the applicable federal or state securities lawsEstimated Capital Expenditure Adjustment Amount. After the Closing, and (vi) Each party shall take such other actionsthe parties will determine the Net Working Capital Adjustment Amount and the Capital Expenditure Adjustment Amount, and shall execute and deliver make such other instruments or documents, payments as shall be required under Article V.are provided in Section 1.4.

Closing. (a) Unless Except as otherwise provided in the Quota Share Reinsurance Agreement and Section 3.3(b), the purchase and sale provided for in this Purchase Agreement shall have been terminated and take place at a closing (the transactions herein contemplated shall have been abandoned pursuant “Closing”) to Section 7.1(abe held at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. (local time) and subject to on the satisfaction or waiver of third (3rd) Business Day following the date on which all conditions set forth in Article VVIII (other than conditions to be satisfied by the delivery of documents or the payment of money at the Closing and other conditions that, by their terms are to be satisfied at Closing, but subject to the closing (satisfaction of such conditions) have been satisfied or waived by the "Closing") of Party or Parties entitled to the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) benefit thereof in their sole discretion, or at such other datetime, time date and place as the parties shall otherwise mutually may agree (the “Closing Date”). (b) In the event that all conditions set forth in either eventArticle VIII (other than conditions to be satisfied by the delivery of documents or the payment of money at the Closing and other conditions that, by their terms are to be satisfied at Closing, but subject to the satisfaction of such conditions) have been satisfied other than the obtaining of the Governmental Approvals required for the purchase and sale of the Shares, the Parties shall enter into such amendments and agreements as may be necessary or appropriate to bifurcate the Closing into two Closings as follows: (i) a first Closing (the “First Closing”) shall occur with respect to the Transactions (other than the purchase and sale of the Shares), regardless of whether the Governmental Approvals required for purchase and sale of the Shares have been obtained, and (ii) provided that the First Closing has occurred and the Governmental Approvals required for the purchase and sale of the Shares have been obtained, a second Closing (the “Second Closing”) shall occur with respect to the purchase and sale of the Shares using such procedures and deliveries of Closing documentation as the Parties may agree, as reflected in the amendments and agreements referred to above. The failure of the Second Closing to occur shall have no effect on the First Closing and the First Closing shall not be unwound or otherwise rescinded as a result of such failure. For the avoidance of doubt, (i) the Purchase Price to be paid at the First Closing shall be reduced by an amount equal to $8,000,000, which amount shall be increased or decreased in accordance with Section 6.15(a) and (ii) the purchase price to be paid at the Second Closing shall be equal to $8,000,000, which amount shall be increased or decreased in accordance with Section 6.15(a) based on the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Second Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V..

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver Provided that all of the conditions precedent to Closing set forth in Article VSection 17 have been satisfied or waived in writing, the closing (the "Closing") Closing of the transactions contemplated ------- by Section 2.1 will take place this Agreement shall be held at a mutually acceptable location on or before the earlier ninetieth (90th) day after the expiration of (i) the second Business Day following the date Due Diligence Period, subject to extension as provided in Section 17 hereof and below (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account Either of the Seller parties shall be entitled to adjourn the Closing Date for a period not to exceed fourteen (14) days, by wire transfer written notice to such bank account (the "Designated Bank Account") other party, in order to take any action of any kind required in order to permit the Closing contemplated hereunder to occur. Subject to the foregoing sentence, the extension right under Section 4(b), and the extension rights under Section 17, time is of the essence as the Seller shall designate in writing prior to the Closing Date;. If the Closing Date established pursuant to the preceding sentence is a Saturday, Sunday or legal holiday, the Closing Date shall be the next business day thereafter. The place, time and date provided for herein or hereafter, as may be changed by agreement of the parties, is sometimes referred to as the "Closing." (iib) At The McNeil Partnerships and Grove Corporation acknowledge and agree that the effective time of transactions contemplated hereby will ▇▇▇▇▇▇e the Closing, Premier shall issue shares of Premier Common Stock constituting McNeil Partnerships to obtain the Stock Consideration to Required Consents (as hereinafter defined). In the Seller as directed event that all Required Conse▇▇▇ ▇ave not been obtained by the Seller in writing prior to the Closing Date; , either the McNeil Partnerships and Grove Corporation shall have the right to extend the Closing Date for a period of up to si▇▇▇ (iii▇0) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") days by written notice to the Seller as directed other party, received by the Seller in writing prior to such other party (by facsimile transmission or otherwise) on or before the Closing Date; . In the event that at least 16 of the McNeil Partnerships (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned Group B Properties and subject to the provisions of Section 3(b) hereof) h▇▇▇ ▇btained the Required Consents by the Seller free scheduled Closing Date and clear satisfied all of any Lien or Restriction the other conditions precedent for Closing hereunder, Grove Corporation may elect to close the sale of the Properties for which such Required Consents have been obtained and other conditions precedent have been satisfied on such Securities (other than any Lien or Restriction imposed pursuant the Closing Date, and either of the parties shall each have the right to adjourn the Closing with respect to the terms other Properties for a period or periods which together shall not exceed, in the aggregate, sixty (60) days. In the event a McNeil Partnership has not satisfied all conditions precedent to Closing by the end of such sixty day period, either ▇▇▇▇▇ may terminate its obligations under this Purchase Agreement or with respect to such McNeil Partnership and its Property, by written notice to the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.party.

Closing. (a) Unless The closing of the transaction hereunder (the “Closing”) shall occur at the offices of Seller’s counsel, ▇▇▇▇▇▇▇ P.C., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ at 10 o’clock a.m. (Eastern Time) ten (10) business days following (and excluding) the last day of the Due Diligence Period but in no event until two (2) business days after delivery of all Seller’s closing documents into escrow and satisfaction of all conditions precedent to Closing, unless the Closing is adjourned as and when permitted in accordance with the express provisions of this Purchase Agreement shall have been terminated including without limitation, Section 4(h) (such date of the Closing, as the same may be adjourned as provided above, being herein referred to as the “Closing Date”). In lieu of an in-person Closing, Seller and Purchaser may agree to complete Closing by depositing all funds and documents with Escrow Agent, pursuant to mutually acceptable escrow instructions. Notwithstanding anything to the transactions herein contemplated shall have been abandoned contrary contained in this Section 6(a), if as the scheduled date of the Closing Seller has not obtained the required ISRA Approvals as required pursuant to Section 7.1(a9(e) hereof or the Acceptable Estoppel Certificates from the Required Tenants as provided in Section 9(g) hereof, then the Closing shall be adjourned for a period not to exceed forty five (45) to allow Seller to obtain the necessary ISRA Approvals and the Acceptable Estoppel Certificates, provided that in no event shall Seller have the right under this Section 6(a) to extend the Closing beyond the date, if any on which the Lender’s Consent shall expire. If the Closing is adjourned pursuant to the immediately preceding sentence, then the Closing shall occur five (5) days after the date Seller has delivered to Purchaser all of the ISRA Approvals and Acceptable Estoppel Certificates. (b) Seller’s obligation to consummate the transaction contemplated by this Agreement on the Closing Date shall be subject to the satisfaction or waiver performance of the conditions following terms and conditions, any one or more of which may be waived by Seller in its sole discretion, in whole in part, on or as of the Closing Date as such may be extended in accordance herewith (except regarding Subsection (3) below which must be satisfied or waived by Seller on or before the Lender Consent Deadline): (1) Purchaser shall have paid the Closing Payment, delivered all of the documents and other items required pursuant to Sections 7(b) and 7(c) and shall not be in default of any of its material obligations hereunder beyond any applicable notice and grace period; (2) All of the representations and warranties of Purchaser set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof this Agreement shall be true and (ii) such other date, time correct at and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein Date in all material respects as though such representations and warranties were made at and as of the "Closing Date"). ------------; and (i3) Premier On or before the Lender Consent Deadline, the Lender’s Consent shall pay have been received. (c) Purchaser’s obligation to consummate the transaction contemplated by this Agreement on the Closing Date shall be subject to the satisfaction or cause to be paid the aggregate Cash Consideration to or for the account performance of the Seller following terms and conditions, any one or more of which may be waived by wire transfer to Purchaser in its sole discretion, in whole in part, on or as of the Closing Date as such bank account may be extended in accordance herewith (except regarding Subsection 6(c)(3) below which must be satisfied or waived by Purchaser on or before the "Designated Bank Account"Lender Consent Deadline): (1) as the Seller shall designate have delivered all of the documents and other items required pursuant to Sections 7(a) and 7(c) and shall not be in writing prior to default of any of its material obligations hereunder beyond any applicable notice and grace period; (2) All of the representations and warranties of Seller set forth in this Agreement shall be true and correct at and as of the Closing Date in all material respects as though such representations and warranties were made at and as of the Closing Date; (ii3) At On or before the effective time of Lender Consent Deadline, the Closing, Premier Lender Consent shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Datehave been received; (iii4) At Seller shall have delivered to Purchaser Acceptable Estoppel Certificates from the effective time Required Tenants as provided in Section 9(g); (5) The Rent Roll (as hereinafter defined) as of the Closing, Premier Closing Date shall issue be the warrants constituting same as the Warrant Consideration (in the form Rent Roll attached hereto as Exhibits "B" and "C"Schedule 10(a)(8) to the Seller as directed except for changes permitted by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement Agreement, changes in rent as provided by the Leases, scheduled lease expirations and decreases in rent receipts due to delayed tenant payments or non-payments, provided, that such delayed payments (i) do not account for more than three percent (3%) of the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actionstotal monthly rent receipts, and shall execute and deliver such other instruments or documents, as shall be required under Article V.(ii) are not in arrears for more than thirty (30) days; and

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject Subject to the satisfaction or or, when permissible, waiver in writing of the conditions set forth in Article VVII, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will this Agreement (the “Closing”) shall take place on remotely via the earlier electronic exchange of closing deliveries (i) on the second first Business Day of the first month following the day that is (A) five (5) Business Days after the date on which the last of the conditions set forth in Article VII (other than any such conditions which by their terms are not capable of being satisfied until the Closing Date, but subject to the satisfaction, or when permissible, waiver in writing of such conditions) is satisfied or, when permissible, waived in writing, and (B) if such Business Day is less than one hundred and twenty (120) calendar days after the date hereof, the first Business Day of the first month following expiry of one hundred and twenty (120) calendar days after the date hereof and or (ii) on such other date, date or at such other time and or place as the parties shall otherwise Parties may mutually agree (upon in either eventwriting. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. The Closing shall be effective for all purposes at 12:01 a.m. New York City time on the Closing Date, other than to the date extent otherwise provided for in this Agreement in respect of the Closing being referred Effective Date. (b) At the Closing, Seller shall deliver, or cause to herein as be delivered, to Buyer the "Closing Date"). ------------following: (i) Premier shall pay evidence of resignations or cause to be paid the aggregate Cash Consideration to or for the account removals, effective as of the Seller by wire transfer Closing, of the directors, managers and officers of the Company Entities that have been appointed or designated to such bank account positions by Seller or its Affiliates and that are not employees of the Company Entities, with respect to whom ▇▇▇▇▇ has delivered written notice requesting resignation or removal at least five (the "Designated Bank Account"5) as the Seller shall designate in writing Business Days prior to the Closing DateClosing; (ii) At a duly executed IRS Form W-9 of Seller (or, if Seller is treated as an entity disregarded as separate from its regarded owner for U.S. federal income Tax purposes, the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller Person that is treated as directed by the Seller in writing prior to the Closing Dateits regarded owner); (iii) At certificate(s) evidencing the effective time of the ClosingCompany Interests, Premier shall issue the warrants constituting the Warrant Consideration (duly endorsed in the form attached hereto as Exhibits "B" and "C") to the Seller as directed blank or accompanied by the Seller in writing prior to the Closing Datetransfer powers duly executed by ▇▇▇▇▇▇; (iv) The parties if applicable, duly executed payoff letters (the “Payoff Letters”) and duly executed guarantee and lien release documents contemplated thereunder, as applicable, each in form and substance reasonably satisfactory to Buyer and substantially final drafts of which shall execute have been provided to Buyer at least two (2) Business Days prior to the Closing providing for the satisfaction and deliverdischarge of all obligations (other than contingent obligations for which no claim has been made), and the Registration Rights Agreementautomatic release of all Liens thereunder, in respect of each item of Payoff Indebtedness (if any), effective upon the payment of the amounts set forth in such Payoff Letters at the Closing in accordance with Section 2.2; (v) The Seller evidence of the completion of the Pre-Closing Reorganization; (vi) evidence of Required Project Consents obtained (if any); (vii) a duly executed copy of the Harbor Healthcare Agreement, subject to the receipt of all required Consents with respect thereto; and (viii) the certificate referred to in Section 7.3(c). (c) At the Closing, Buyer shall deliver deliver, or cause to be delivered delivered, to Premier or its designee such documents as Premier may reasonably requestSeller (i) the certificate referred to in Section 7.2(c), including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all (ii) a duly executed copy of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant Harbor Healthcare Agreement, subject to the terms receipt of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be all required under Article V.Consents with respect thereto.

Closing. (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject a. Subject to the satisfaction or waiver of the conditions set forth in Article VSections 2.d and 2.e (other than those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or waived at Closing), the closing of the Subscription contemplated hereby (the "“Closing"”) shall occur substantially concurrent with the closing of the transactions contemplated ------- by SectionOther Subscriptions (such date, the “Closing Date”). 2.1 will take place b. On or prior to 4:00 p.m. New York City time on the earlier date disclosed in the Closing Notice (as defined herein) that is two business days prior to the anticipated date of Closing (the “Escrow Payment Deadline”), each Subscriber will pay its total Purchase Price by wire transfer of immediately available funds in accordance with wire instructions provided by the Issuer to the Subscribers. At the Closing, the Issuer shall deliver or cause to be delivered to the Subscriber a number of Acquired Securities, registered in the name of the Subscriber (or its nominee in accordance with such Subscriber’s delivery instructions), equal to the number of Acquired Securities indicated on the Subscriber’s signature page to this Subscription Agreement. The Issuer will deliver or cause to be delivered to Subscriber as promptly as practicable after the Closing, evidence from the Issuer’s transfer agent of the issuance to Subscriber of Subscriber’s Acquired Securities on and as of the Closing Date. c. Subject to the satisfaction or waiver of the conditions set forth in Sections 2.c and 2.d (other than those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or waived at Closing): (i) Subscriber shall deliver to the Issuer on the Escrow Payment Deadline, any other information that is reasonably requested in the notice provided by Issuer (the “Closing Notice”) that is required in order to enable the Issuer to issue and sell the Acquired Securities, including, without limitation, the legal name of the person (or nominee) in whose name such Acquired Securities are to be delivered and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable; and (ii) On the Closing Date, the Issuer shall deliver or cause to be delivered to Subscriber the Acquired Securities against and upon payment by Subscriber in book-entry form, free and clear of any Liens (as defined below) or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. Each book entry for the Acquired Securities shall contain a legend in substantially the following form: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. d. The Issuer’s obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted by applicable law, the waiver by the Issuer on the Closing Date, of each of the following conditions: (i) the second Business Day following Placement Agent and the date hereof and (ii) such other date, time and place as the parties Issuer shall otherwise mutually agree (in either event, the date each have received a completed copy of the Closing being referred to herein “Eligibility Representations of Subscriber” questionnaire in substantially the form attached as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to Schedule A hereto no later than the Closing Date; (ii) At the effective time of the Closing, Premier All Subscribers party to this Agreement shall issue shares of Premier Common Stock constituting the Stock Consideration have delivered to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (Issuer an executed lock-up agreement in the form attached hereto as Exhibits "B" Exhibit D; (iii) all representations and "C"warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) to the Seller at and as directed by the Seller in writing prior to of the Closing Date; (iv) The parties Subscriber shall execute have performed, satisfied and delivercomplied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of such performance, satisfaction or compliance would not or would not be reasonably expected to prevent, materially delay or materially impair the ability of Subscriber to consummate the Closing; and (v) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) that is then in effect and has the effect of making consummation of the Subscription illegal or otherwise preventing or prohibiting consummation of the Subscription, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition. e. Subscriber’s obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted by applicable law, the Registration Rights Agreementwritten waiver by Subscriber, of each of the following conditions: (i) no suspension of the listing on The Nasdaq Capital Market or another national securities exchange (collectively, the “Exchange”), of the Common Stock shall have occurred, and the Issuer shall have filed with The Nasdaq Stock Market LLC (“Nasdaq”) a Notification Form: Listing of Additional Shares for the listing of the Acquired Shares. In the event that Nasdaq raises any objection to such notice or to the transactions contemplated hereby, the Issuer shall be afforded a reasonable period of time to cure such objection to the satisfaction of Nasdaq; (ii) all representations and warranties of the Issuer contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects or in all respects, as applicable as of such date); (iii) the Issuer shall have performed, satisfied and complied (unless waived) in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (iv) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) that is then in effect and has the effect of making consummation of the Subscription illegal or otherwise preventing or prohibiting consummation of the Subscription and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition; (v) The Seller the Issuer shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably requesthave provided each Subscriber with the escrow agent’s wire instructions, including certificates for all Securities to evidence on the transfer to Premier of good escrow agent’s letterhead and marketable title in and to all executed by an authorized representative of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, andescrow agent; (vi) Each party if required, the Issuer shall take have delivered a Pre-Funded Warrant registered in the name of such Subscriber to purchase up to a number of Warrant Shares included on the signature page hereto; (vii) the Issuer shall have delivered a Stapled Warrant registered in the name of such Subscriber to purchase up to a number of Warrant Shares included on the signature page hereto, which Stapled Warrants shall be exercisable immediately and shall expire upon the earliest of (x) 36 months after the Closing Date, (y) when exercised in full, or (z) if earlier redeemed or terminated in accordance with its terms, in the form of Exhibit C attached hereto; and (viii) no event or series of events that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined herein) shall have occurred and be continuing on the Closing Date; and f. Notwithstanding anything to the contrary contained herein, Subscriber may notify the Issuer in writing in the event it elects to be subject to the provisions contained in this Section 2(f); however, no Subscriber shall be subject to this Section 2(f) unless he, she or it makes such election. If the election is made by the Subscriber, in no event shall the Subscriber be permitted to acquire Acquired Securities to the extent that, immediately after giving effect to such acquisition, the Subscriber (together with its affiliates and any other actionspersons or entities whose beneficial ownership of Common Stock would be aggregated with the Subscriber’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the applicable regulations of the Securities and Exchange Commission), would beneficially own in excess of [4.99/9.99%] of the then outstanding shares of Common Stock of the Issuer (the “Beneficial Ownership Limitation”). For purposes of this provision, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The Beneficial Ownership Limitation may be increased or decreased by the Subscriber upon written notice to the Issuer, provided that any increase shall not be effective until the 61st day after such notice is delivered to the Issuer and in no event shall the Beneficial Ownership Limitation exceed 19.99%. g. Prior to or at the Closing, the parties hereto shall execute and deliver such other instruments or documents, additional documents and take such additional actions as shall the parties reasonably may deem to be required under Article V.practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.

Closing. (a) Unless Subject to the terms and conditions of this Purchase Agreement Agreement, the closing of the Merger 1 (the “Closing 1”) shall take place electronically through the exchange of documents via e-mail as promptly as practical, but in no event later than the date which is three (3) Business Days after the date on which all conditions set forth in Article IX shall have been terminated and satisfied or waived (other than those conditions that by their terms are to be satisfied at the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and Closing 1 or the Closing, but subject to the satisfaction or waiver thereof) or such other time and place as Acquiror and the Company may mutually agree in writing. Subject to the satisfaction or waiver of all of the conditions set forth in Article VIX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the day before the Closing Date, the Holdco, Acquiror and Holdco Merger Sub shall cause the Certificate of Merger 1 to be executed, acknowledged and filed with the Secretary of State of Delaware as provided in the DLLCA and the Registrar of Companies of the Cayman Islands as provided in the CLCI. The date on which the Closing 1 actually occurs is referred to in this Agreement as the “Closing Date 1.” (b) Subject to the terms and conditions of this Agreement, the closing of the Merger 2 (the "“Closing"”) shall take place electronically through the exchange of documents via e-mail as promptly as practical on the day after the Closing 1. Subject to the satisfaction or waiver of all of the transactions contemplated ------- by Section 2.1 will take place conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At , the effective time Company, the Surviving Company and Acquiror Merger Sub shall cause the Certificate of Merger 2 to be executed, acknowledged and filed with the Closing, Premier Secretary of State of Delaware as provided in the DGCL. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” Holdco shall issue shares of Premier Common Stock constituting trade publicly on NASDAQ under the Stock Consideration to the Seller as directed new ticker symbol selected by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.Company.

Closing. At Closing, the following events shall occur and ASSIGNOR and ASSIGNEE shall execute, acknowledge (if necessary), and exchange, as applicable, the following items: (a) Unless this Both parties at Closing shall execute a Closing Statement evidencing the amounts to be wire transferred into the accounts of each receiving party at Closing; (b) ASSIGNEE shall deliver to ASSIGNOR the Purchase Agreement shall have been terminated and Price, as adjusted by the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject amount shown on the Preliminary Settlement Statement, by wire transfer in immediately available funds to the satisfaction or waiver account of ASSIGNOR designated in writing by ASSIGNOR prior to Closing; (c) If ASSIGNOR elects to return the Performance Deposit as provided in Section 2.1.2, ASSIGNOR shall deliver to ASSIGNEE the Performance Deposit without interest, by wire transfer in immediately available funds to the account of ASSIGNEE designated in writing by ASSIGNEE prior to Closing; (d) The parties shall execute, ASSIGNOR shall deliver and ASSIGNEE shall accept the assignment documents (in sufficient counterparts for recording) for the assignment and conveyance of the conditions Property to be transferred under this Agreement substantially in the form set forth in Article V, the closing Exhibit D (the "ClosingAssignment Documents"); (e) ASSIGNOR shall execute and deliver a Nonforeign Affidavit in the form of Exhibit E; (f) ASSIGNOR shall deliver to ASSIGNEE a photostatic copy of the transactions contemplated ------- by Sectionletters from ASSIGNOR to its co-owners in the portions of the Property it operates, resigning as operator for those portions of the Property; 2.1 will take place on (g) If ASSIGNEE is attempting to succeed ASSIGNOR as operator of any of the earlier of Property, ASSIGNEE shall prepare and the parties shall execute (i) the second Business Day following the date hereof appropriate change of operator notices and any third party ballots required under applicable operating agreements, and (ii) such all applicable forms and declarations required by federal and state agencies relative to ASSIGNEE's assumption of operations; (h) Any ratification and joinder instruments required to transfer the rights, obligations and interests in applicable Related Contracts and other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------Property; (i) Premier ASSIGNOR and ASSIGNEE shall pay or cause execute, acknowledge (if necessary) and exchange, as applicable, any applications necessary to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (ASSIGNEE all transferable regulatory or governmental permits to which the "Designated Bank Account") as the Seller shall designate in writing prior Property is subject, and which ASSIGNOR has agreed to the Closing Datetransfer under this Agreement; (iij) At ASSIGNEE shall furnish ASSIGNOR with evidence acceptable to ASSIGNOR that ASSIGNEE is qualified to hold title to the effective time Leases and other Property with any federal or state agencies, as applicable, and to operate (should ASSIGNEE become the operator of the ClosingProperty or a portion thereof) the Wells, Premier shall issue shares pipelines and facilities associated therewith, including c▇▇▇▇▇ of Premier Common Stock constituting all ASSIGNEE's ownership, operational, and plugging bonds or other supplemental security arrangements for the Stock Consideration to the Seller Property, as directed by the Seller provided in writing prior to the Closing DateSection 5.4; (iiik) At the effective time of the Closing, Premier ASSIGNEE shall issue the warrants constituting the Warrant Consideration (in the form attached hereto furnish ASSIGNOR with any additional bond as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Daterequired under Section 5.4; (ivl) If requested, ASSIGNEE shall furnish ASSIGNOR with Certificate(s) of Insurance confirming the existence of the ASSIGNEE's insurance coverages pursuant to Section 6.2.5; (m) ASSIGNEE shall furnish ASSIGNOR with a certified resolution or secretary's certificate of ASSIGNEE evidencing the authority of ASSIGNEE to enter into this Agreement and close the transaction contemplated hereby in a form and having content satisfactory to ASSIGNOR; (n) ASSIGNOR shall furnish ASSIGNEE with letters in lieu of transfer orders directing all purchasers of production from the Property to pay ASSIGNEE the proceeds of Hydrocarbons produced from the Property from and after the Effective Date; and (o) The parties shall execute and deliverdeliver any other appropriate assignments, bills of sale, deeds or instruments necessary to transfer the Registration Rights Property to ASSIGNEE or to effect and support the transaction contemplated in this Agreement; (v) The Seller shall deliver or cause , including, without limitation, any conveyances on official forms and related documentation necessary to be delivered transfer the Property to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the transfer to Premier ASSIGNEE in accordance with requirements of good and marketable title in and to all of the Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.governmental regulations.

Closing. (a) Unless this Purchase Agreement shall have been is earlier terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a8, the Share Purchase shall be consummated at a closing (the “Closing”) to occur on a date to be designated jointly by Purchaser and the Sellers’ Representative, which shall be no later than three Business Days after the satisfaction or waiver (if permitted hereunder) of the conditions set forth in Section 6 and Section 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing"if permitted hereunder) of such conditions), via electronic transmission (which may be by facsimile or in the transactions contemplated ------- form of .pdf files) and release of signatures to the applicable Closing deliverables, unless another date and/or place is mutually agreed upon in writing by Section 2.1 will take Purchaser and the Sellers’ Representative. The date on which the Closing actually takes place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place is referred to in this Agreement as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "“Closing Date"). ------------.” (b) At the Closing: (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller Sellers shall deliver or cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including Purchaser: (A) original stock certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to representing all of the Securities owned by Company Shares and all of the Seller free and clear of any Lien or Restriction on such Securities Holdings Shares (other than any Lien the Holdings Shares held by the Company), duly endorsed in blank for transfer to, or Restriction imposed pursuant accompanied by duly executed share transfer powers executed in favor of, Purchaser (in the case of the Company Shares) or the Company (in the case of the Holdings Shares); and (B) each of the deliverables set forth in Section 6.5; and (ii) Purchaser shall: (A) subject to Section 1.6, pay or cause to be paid to each Seller an amount equal to: (1) such Seller’s Per Holder Aggregate Share Consideration Amount set forth in the Closing Consideration Spreadsheet; less (2) such Seller’s Pro Rata Portion of the Purchase Price Adjustment Escrow Amount, as set forth in the Closing Consideration Spreadsheet; and less (3) such Seller’s Pro Rata Portion of the Sellers’ Representative Expense Fund, by wire transfer of immediately available funds to such Seller’s account set forth in the Closing Consideration Spreadsheet in accordance with the Closing Consideration Spreadsheet; (B) subject to Section 1.6, pay or cause to be paid to each stockholder of Holdings that has executed and delivered a Share Purchase Agreement, the amount payable to such Person under the terms of this such Share Purchase Agreement or at the Warrant AgreementClosing, as set forth in the Closing Consideration Spreadsheet (which, for the avoidance of doubt, shall be net of such stockholder’s Pro Rata Portion of the Purchase Price Adjustment Escrow Amount and such stockholder’s Pro Rata Portion of the Sellers’ Representative Expense Fund), by wire transfer of immediately available funds to such Person’s account set forth in the Closing Consideration Spreadsheet; (C) or transmit to the Escrow Agent the Purchase Price Adjustment Escrow Amount by wire transfer of immediately available funds to the account designated by the Escrow Agent and set forth in the Closing Consideration Spreadsheet; (D) transmit to the agent under each Existing Credit Agreement the amount described under its Payoff Letter by wire transfer of immediately available funds to the applicable federal or state securities laws, account(s) set forth in the Closing Consideration Spreadsheet; (E) transmit to each payee thereof its applicable portion of the Unpaid Transaction Expense Amount set forth in the Closing Consideration Spreadsheet by wire transfer of immediately available funds to the applicable account set forth in the Closing Consideration Spreadsheet; (F) transmit to the Sellers’ Representative the Sellers’ Representative Expense Fund by wire transfer of immediately available funds to the account designated by the Sellers’ Representative and set forth in the Closing Consideration Spreadsheet; and (viG) Each party shall take such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.to the Sellers’ Representative each of the deliverables set forth in Section 7.6.