Common use of Closing Clause in Contracts

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closing.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date of, and substantially concurrently with (but contingent upon), the Merger and consummation of the Transactions have been abandoned(the date of the Closing, the “Closing Date”). Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) (which notice shall specify (i) the anticipated Closing Date and subject (ii) the wire instructions for delivery of the Purchase Price to the satisfaction or, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(dIssuer), at least five (5) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Merger Transactions to be satisfied (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 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 “Expected Closing Date”), which is expected to occur no later than five business days following the date of Merger Closing. All such certificatesupon satisfaction (or, legal opinions and other instruments shall be held in escrow by ▇▇▇▇▇▇if applicable, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, 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 waiver) of the conditions set forth in Article 7 reasonably capable of being satisfied this Section 3, Subscriber shall deliver to the Issuer, (i) the Purchase Price for the Subscribed Shares, (A) no later than one (1) Business Day prior to the Merger Expected Closing Date by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice, such funds to be held by the Issuer in escrow until the Closing, or (B) to an account specified by the Issuer and as otherwise mutually agreed by the Subscriber and the Issuer (“Alternative Settlement Procedures”) and (ii) any other information that is reasonably requested in the Closing Notice in order for the Issuer to issue the Subscribed Shares, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. For the avoidance of doubt, mutually agreeable Alternative Settlement Procedures shall include, without limitation, the Subscriber delivering to the Issuer on the Closing Date the Purchase Price for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice against delivery to the undersigned of the Subscribed Shares. Notwithstanding the foregoing, for any Subscriber that informs the Issuer (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures above in this Section 3.1, the following shall apply: such Subscriber shall deliver at or before 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence from the Issuer’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date) the Purchase Price for the Subscribed Shares being purchased by such Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice. On the Closing Date, the Issuer shall issue to Subscriber (or the funds and accounts designated by Subscriber if so designated by Subscriber, or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, the Subscribed Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), which Subscribed Shares, unless otherwise determined by the Issuer, shall be uncertificated, with record ownership reflected only in the register of shareholders of the Issuer and shall, prior to Subscriber delivering the funds on the Closing Date as provided in clause (i), provide evidence of such issuance from the Issuer’s transfer agent showing Subscriber as the owner of the Subscribed Shares on and as of the Closing Date. If the Transactions are not consummated within ten (10) Business Day after the Expected Closing Date, the Issuer shall promptly (but no later than one (1) Business Day thereafter) return the Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber, and the Subscribed Shares shall be cancelled. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date, and (ii) unless and until this Subscription Agreement is terminated in accordance with Section 5 hereof, Subscriber shall remain obligated (A) to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in Sections 7.1(a)this Section 3. For purposes of this Subscription Agreement, (c)“Business Day” means any day that, (f)in New York, and (h)New York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to be satisfied prior to the Merger Closingclose.

Closing. Unless this Agreement is terminated pursuant Subject to and in compliance with Section ------- 8.1 5.5(a), Section 5.19 and Section 5.20, the parties shall each use their respective reasonable best efforts to obtain the Technip Merger and the Transactions have been abandonedOrder and, and subject to (i) the satisfaction or, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d), the closing of the Merger or (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 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 permitted 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 applicable Law) waiver of the conditions set forth in Article 7 VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Law) waiver of such conditions) and (ii) neither FMCTI nor Technip having been advised by either of the counsel listed in Section 7.2(e) that, based on circumstances at such time or which are reasonably capable anticipated to be present at the expected Merger Effective Date, such counsel would be unable to render the opinion described in Section 7.2(e) at the expected Merger Effective Date, Topco and Technip will appear by counsel reasonably satisfactory to the parties (the “Technip Merger Counsel”) at a hearing to seek an order of being satisfied the High Court of England and Wales (the “English Court”) under Regulation 16 of the UK Merger Regulations (the “Technip Merger Order”) which fixes a time and date agreed by the parties and the English Court as the effective date of the Technip Merger that is on a Sunday that is not earlier than the twenty-first (21st) calendar day after the day on which the Technip Merger Order is made by the English Court (such date the “Merger Effective Date”). The date on which the Technip Merger Order is obtained shall be the “Closing Date,” and the time at which the English Court issues the Technip Merger Order shall be the “Closing.” Following the receipt of the Technip Merger Order, the parties shall not take any action to amend, modify, rescind or terminate the Technip Merger Order without the prior written consent of the other parties; provided that if this Agreement is terminated prior to the Technip Effective Time and after the receipt of the Technip Merger Closing, including, without limitationOrder, the conditions set forth in Sections 7.1(a), (c), (f), and (h), parties agree to be satisfied take all action necessary or desirable to cause the elimination of the Technip Merger Order prior to the Merger ClosingTechnip Effective Time.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, and subject Subject to the satisfaction orterms and conditions of this Agreement, if possible, waiver the closing of the Mergers (the “Closing”) 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 7 IX shall have been satisfied or waived (other than Section 7.1(d)those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) or such other time and place as Acquiror, the closing of Holdco and SOC may mutually agree in writing. The date on which 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 place Closing actually occurs is agreed referred to in writing by the Parties to this Agreement and each Participating Agreement. Counsel for as the Parties to this Agreement and each Participating Agreement will hold a pre-closing one day prior “Closing Date.” Subject to the Merger Closing, at the offices satisfaction or waiver 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 7 reasonably capable IX of being satisfied prior this Agreement, and provided this Agreement has not theretofore been terminated pursuant to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a)its terms, (c)a) on the Closing Date, (f)Acquiror shall cause the Holdco Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in applicable provisions of the DGCL and the Delaware Limited Liability Company Act, and (h)b) on the Closing Date, Acquiror shall cause the SOC Certificate of Merger to be satisfied prior executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in applicable provisions of the DGCL and filed with the Secretary of State of the State of Texas as provided in applicable provisions of the Texas Business Organizations Code (provided that SOC and Acquiror shall take such actions as may be necessary to cause the SOC Certificate of Merger Closingnot 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 trade publicly on the NYSE under a new ticker symbol mutually selected by Acquiror, the Holdco and SOC.

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 The closing of the Merger Exchange (the "Merger Closing") will shall 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 Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York, a▇ ▇▇▇▇ ▇▇ pos▇▇▇▇▇, ▇'ut ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ays, llp, unless another date, time after satisfaction or 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 waiver of the conditions set forth in Article 7 reasonably capable 8, or at such other time or place as GE and LM may agree. The parties agree that at the Closing: (a) The GE Entities shall deliver to LM certificates for the shares of LM Preferred Stock or LM Common Stock to be delivered by the GE Entities under this Agreement, free and clear of all Liens, preemptive or similar rights or any other limitation or restriction (other than the Standstill Agreement), duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto. (b) LM shall deliver to each of the GE Entities certificates for the number of shares of the Company Common Stock or the Company Preferred Stock, as the case may be, set forth opposite such GE Entity's name in Section 2.02 of the Exchange Disclosure Schedule, free and clear of all Liens, preemptive or similar rights or any other limitation or restriction, duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto. (c) LM or the applicable Subsidiary of LM and the Company shall enter into (i) the Intellectual Property License, (ii) the Transitional Services Agreement, (iii) the Technical Consulting Agreement, (iv) the Baltimore Facility Lease and (v) the Tax Assurance Agreement, in each case, having terms and conditions consistent with those referred to in the Contribution Agreement and such other terms and conditions as otherwise may have been mutually agreed by LM, the Company and GE. (d) The Standstill Agreement shall be terminated, and without any further action being satisfied prior required by any party thereto, shall be of no further force or effect. (e) LM shall deliver to GE the Merger resignations, effective as of the Closing, including, without limitation, of all of the conditions set forth in Sections 7.1(a), (c), (f), directors and (h), to be satisfied prior to officers of the Merger ClosingCompany.

Closing. Unless this Agreement is terminated pursuant At or prior to Section ------- 8.1 and the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger and the Transactions have been abandoned, and subject to the satisfaction or(including, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d)permitted by applicable state law, the closing advance filing with the appropriate state authorities of the Articles of Merger, which shall become effective at the Effective Time of the Merger) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the 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 "Merger Closing") will shall take place on the closing date designated by VIALOG by written notice in accordance with Article 11 hereof delivered at least three (3the "Closing Date") days prior to such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, llp, unless another date, time or 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇. On the Funding and Consummation Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, llp between as of 8:00 a.m. New York City time on the Funding and Consummation Date, shall become effective and the Merger Closing shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the Effective Time and transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be released 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 completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from escrow concurrently with the Effective Time on Closing Date to the Financing Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall in any event terminate if the Funding and Consummation Date has not occurred within 15 business days of the 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 is 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closingessence.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and the Merger and the Transactions shall have been abandoned, and subject to the satisfaction or, if possible, waiver of conditions set forth terminated in accordance with Article 7 other than Section 7.1(d)9 hereof, 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 ▇▇▇▇▇ Lovells US LLP, ▇▇, ▇ ▇'▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 and at a time to be mutually agreed upon by the Parties, but in no event later than the fifth business day following the Merger Closing, third (3rd) Business Day after 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 7 reasonably capable 8 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or valid waiver of being such conditions) shall have been satisfied or validly waived by the Party entitled to the benefit of such condition (subject to applicable Law), unless such date is extended by mutual agreement of the Parties; provided, however, that Company shall be entitled, by written notice to Parent no later than one (1) Business Day prior to the Merger Closingdate the Closing would otherwise be required to occur, includingand which written notice certifies that Company is postponing the Closing in order to consummate a BTC Sale Transaction or a BTC Spinoff, without limitationas the case may be and as was elected by Company pursuant to Section 2.8, to postpone the conditions set forth Closing to a later date specified by Company in Sections 7.1(athe 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, (c)x) Company elected a BTC Sale Transaction and at the contemplated closing of such BTC Sale Transaction in accordance with Section 2.8(e)(v) the purchaser in such BTC Sale Transaction fails to close such BTC Sale Transaction, or (fy) Company elected either a BTC Sale Transaction or a BTC Spinoff and on February 28, 2020 a BTC Sale Transaction or a BTC Spinoff, as the case may be, has not been consummated, then in either case 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 (h), and any prior notice by Company pursuant to Section 2.8(a) shall be deemed to be satisfied prior 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 Merger ClosingClosing shall be referred to herein as the "Closing Date."

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, and subject a. Subject to the satisfaction or, if possible, or waiver of the conditions set forth in Article 7 Sections 2.c and 2.d (other than Section 7.1(dthose 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 Merger Subscription contemplated hereby (the "Merger “Closing"”) will take place on shall occur substantially concurrently with the date designated by VIALOG by written notice in accordance with Article 11 hereof delivered at least three closing of the Transaction (3) days prior to such date, at the offices “Closing Date”) and is contingent upon the subsequent occurrence of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed to in writing by the Parties to this Agreement and each Participating Agreementclosing of the Transaction. Counsel for the Parties to this Agreement and each Participating Agreement will hold a pre-closing one day Not less than five (5) business days (as defined herein) 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 the Issuer shall provide written notice to occur no later than five business days following Subscriber (the date of Merger Closing. All such certificates, legal opinions and other instruments shall be held in escrow by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between “Closing Notice”) specifying (i) 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 anticipated Closing Date occur on a date and (ii) the wire instructions for delivery of the Purchase Price to the 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 fifth business day following State of New York. b. Subject to 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 satisfaction or waiver of the conditions set forth in Article 7 reasonably capable of being Sections 2.c and 2.d (other than those conditions that by their nature are to be satisfied prior at Closing, but without affecting the requirement that such conditions be satisfied or waived at Closing): (i) Subscriber shall deliver to the Merger Issuer (A) no later than one (1) business day in advance of the Closing, the Purchase Price for the 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 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 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 Acquired Shares shall contain a legend in 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) 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; (iii) 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, 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 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; and (v) all conditions precedent to the Issuer’s obligation to effect the Transaction set forth in Sections 7.1(athe 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). 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; (cii) 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; (fiii) 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 (h)ii) unless and until this Subscription Agreement is terminated in accordance with Section 7 herein, Subscriber shall remain obligated (A) to be satisfied redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to reconsummate the Closing immediately prior to or substantially concurrently with the Merger Closingconsummation 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 Issuer shall promptly return the Purchase Price to Subscriber without any deduction for or on account of any tax, withholding, charges or set-off.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and (a) The Closing shall occur on or before the Merger and the Transactions have been abandoned, and subject to the satisfaction or, if possible, waiver of conditions set forth Closing Date 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, escrow at the offices of ▇▇▇▇▇▇the Title Company. Notwithstanding anything contained herein to the contrary, ▇'▇▇▇▇▇▇▇Purchaser may extend the Closing Date for up to two (2) additional thirty (30) day periods by notifying Seller and delivering to the Title Company an additional $16,666.67 for the first thirty (30) day Closing Date extension and an additional $33,333.33 for the second thirty (30) day Closing Date extension (each an “Additional Deposit”, ▇▇and, collectively, the “Additional Deposits”). The Additional Deposits shall be applicable toward the Purchase Price and shall treated the same as the E▇▇▇▇▇▇ & Money as set forth herein. (b) Provided Purchaser contemporaneously performs all of Purchaser’s obligations set forth in Sections 8(c) and 8(d) hereof, at the Closing, Seller shall execute, acknowledge and deliver or cause to be delivered to the Title Company the following: (i) the Deed in form and substance reasonably acceptable to Purchaser and Seller; (ii) closing instructions, addressed to the Title Company, which (A) authorize the Title Company to deliver the Deed, and any other documents required by Section 8(b) hereof, to Purchaser, only after the Title Company has received the Purchase Price (less Seller’s Closing costs and plus or minus applicable prorations) in cash and the documents required by Sections 8(c)(ii) and 8(c)(iii) hereof; and (B) request that the Title Company issue (as soon as reasonably practicable after the Closing) to Purchaser the Title Policy; provided, however, Seller shall request that (1) the exception with respect to restrictive covenants refer only to those restrictions, if any, set forth in the Title Commitment; and (2) that the exception with respect to taxes shall refer to the year in which the Closing Date occurs; (3) the “survey exception” be modified to read “Any shortages in area”; and (4) the Title Policy exclude the exception as to “rights of parties in possession”; provided Seller provides all such information and documentation necessary to allow the Title Company to make such modifications or changes. If, at or prior to the Closing, the Title Company notifies Purchaser that the Title Company refuses to deliver the Title Policy as herein described, within two (2) days after Purchaser’s receipt of such notice from the Title Company, but not thereafter, Purchaser shall elect to either (a) terminate this Agreement in accordance with the provisions of Section 13(c) hereof, or (b) waive such refusal, purchase the Property, and accept whatever policy of title insurance, if any, which the Title Company is willing to issue to Purchaser, without any reduction in the Purchase Price; (iii) An Assignment and Assumption (the “Assignment”) of that certain Lease and Operating Agreement by and between Seller, as landlord, and Nocona Hospital District, as tenant (“Tenant”), dated effective as September 1, 2014 (the “Lease”) or, if requested by Purchaser, an Amended and Restated Lease (the “A&R Lease”), in form and substance reasonably acceptable to Purchaser and Seller; (iv) a blanket conveyance b▇▇▇ of sale and assignment (the “B▇▇▇▇▇ of Sale”), llpconveying and assigning to Purchaser all the Personal Property and the Intangible Personal Property in form and substance reasonably acceptable to Purchaser and Seller; (v) any and all other documents reasonably required by Purchaser or the Title Company to consummate the Closing, duly executed, sworn to, and/or acknowledged (when the form of the document so provides), by Seller; (vi) an affidavit in form and substance satisfactory to Purchaser stating Seller’s taxpayer identification number and that Seller is not a “foreign person” within the meaning of Section 1445, et seq., of the Internal Revenue Code of 1986, as amended; (vii) The Title Company’s standard form Owner’s Affidavit in order to cause all standard exceptions (except for the standard survey exception, which shall not be removed unless another datePurchaser obtains a Survey in a form sufficient to remove such exception) to be deleted from the Title Policy; (a) a tenant estoppel certificate in form and substance satisfactory to Purchaser executed by Tenant and dated not more than thirty (30) days prior to the Closing Date, time disclosing no default by either landlord or place is agreed tenant and no other negative or adverse fact or circumstance, and (b) if required by Purchaser’s lender, a subordination, non-disturbance and attornment agreements in form reasonably acceptable to such lender executed by Tenant; (ix) an executed closing statement consistent with this Agreement in writing the form required by the Parties Title Company; and (x) evidence satisfactory to the Title Company of authority of Seller to sell the Property in accordance with the terms of this Agreement and evidence satisfactory to the Title Company of the persons authorized to execute and deliver all necessary documents on behalf of Seller at Closing. (c) Contemporaneously with the performance by Seller of Seller’s obligations under Section 8(b) hereof provided Seller contemporaneously performs all of Seller’s obligations set forth in Section 8(b) hereof, Purchaser shall execute, swear to, acknowledge (when the form of the document so provides), and/or deliver to the Title Company the Deed and the following: (i) cash in the amount of the Purchase Price (plus or minus applicable prorations), together with such additional cash, if any, as may be necessary to pay Purchaser’s Closing costs as set forth in Section 8(d) hereof; (ii) the Assignment or the A&R Lease, as applicable; (iii) the B▇▇▇ of Sale; (iv) evidence reasonably satisfactory to the Title Company that the person(s) executing this Agreement, the Deed, and any other documents with respect to the transaction contemplated by this Agreement as or on behalf of Purchaser has full right, power, and authority to do so; (v) an executed closing statement consistent with this Agreement in the form required by the Title Company; and (vi) any and all other documents reasonably required by the Title Company to consummate the Closing. (d) Purchaser hereby agrees to pay in cash at the Closing each Participating Agreement. Counsel for and all of the Parties to following Closing costs: (i) Purchaser’s attorney’s fees incurred in drafting and negotiating this Agreement and in Closing the transaction contemplated in this Agreement; (ii) all costs incurred by Purchaser in performing Purchaser’s review and inspections of the Land Documents, the Property, and the condition of the Property; (iii) filing and recording fees for the Deed and all other documents (other than documents, if any, curing Title Objections) required by law or the Title Company or requested by Purchaser to be filed or recorded; (iv) one-half of the escrow fee of the Title Company; (v) all premiums for any and all mortgagee policies of title insurance; (vi) Purchaser’s proportionate share of the items prorated pursuant to Section 9 hereof; and (vii) all other fees, costs, and expenses customarily paid by a purchaser of real property in the County where the Closing occurs. (e) Seller hereby agrees to pay each Participating and all of the following Closing costs: (i) Seller’s attorney’s fees incurred in drafting and negotiating this Agreement, the Deed, and other Closing documents to be provided by Seller, and in Closing the transaction contemplated in this Agreement; (ii) the Commission, if any, agreed to be paid in Section 11 hereof; (iii) charges for the preparation and delivery to Purchaser of the Land Documents; filing and recording fees for documents, if any, curing Title Objections; the Basic Rate Premium for the issuance of the Title Policy (Seller shall not pay any charge or additional premium charged for any title policy endorsements); (iv) the premium charged by the Title Company to amend the “survey exception” in the Title Policy; (v) the charge, if any, by the Title Company to exclude from the Title Policy the exception as to “rights of parties in possession” (vi) one-half of the escrow fee of the Title Company; (vii) Seller’s proportionate share of the items prorated pursuant to Section 9 hereof; and (viii) all other fees, costs, and expenses customarily paid by a seller of real property in the County where the Closing occurs. Seller may comply with Seller’s obligations under this Section 8(e) by (i) delivering a check at Closing payable to the Title Company for sums payable by Seller, or (ii) paying at Closing, or agreeing to pay outside of Closing so long as the Title Company shall agree such agreement is sufficient to issue the Title Policy in form and substance satisfactory to Purchaser, sums payable by Seller, directly to the person or entity to receive such payment, or (iii) signing a Closing statement showing deductions from the Purchase Price for sums payable by Seller; or (iv) any combination of the methods set forth in (i), (ii), and (iii). (f) The provisions of Sections 8(d) and 8(e) hereof shall not be deemed to be in conflict with the provisions of Section 17 hereof. (g) Upon completion of the Closing and Seller’s receipt of the Purchase Price (less Seller’s Closing costs and plus or minus applicable prorations) in cash, subject to the rights of Tenant, Purchaser shall have the right to possession of the Property. At the Closing, Seller shall deliver to Purchaser the following items, if in Seller’s possession or control: the original Lease; copies or originals of all contracts; and all keys used in the operation of the Property. (h) Notwithstanding anything in this Agreement will hold a pre-closing one day to the contrary, Purchaser’s obligation to effect the Closing shall be subject to and contingent upon the satisfaction or waiver of the following conditions precedent as of the Closing Date: (i) The willingness of the Title Company to issue, upon the sole condition of the payment of its regularly scheduled premium, the Title Policy in the form and substance described herein on the Closing Date, with such endorsements as Purchaser and the Title Company shall have reasonably agreed prior to the Merger Closingend of the Feasibility Period, at subject only to the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, for Permitted Exceptions. (ii) Seller shall have performed and complied with the purpose of finalizing all documents to be signed at the Merger Closing. All certificates, legal opinions covenants and other instruments agreements contained in this Agreement required to be delivered performed and complied with by it on or prior to the Closing Date. (iii) Each of the representations and warranties made by Seller in order this Agreement shall be accurate, true and correct when made and shall be accurate, true and correct on and as of the Closing Date as if such representations and warranties were made at and as of the Closing, except those made as of a specified date, in which case such representations and warranties of Seller shall have been accurate, true and correct as of such date. (iv) There shall not be in effect any statute, regulation, order, decree, judgment or injunction (whether temporary, permanent or preliminary) of any governmental authority that challenges, prohibits, makes illegal, enjoins or prevents the consummation of the transactions contemplated by this Agreement. (v) There shall not be any action taken by any court of competent jurisdiction or other governmental authority that makes it illegal or enjoins, restrains or otherwise prohibits the consummation of the transactions contemplated by this Agreement. There shall not be instituted any action or proceeding by any governmental authority that would reasonably be expected to satisfy result in any of the consequences referred to in the previous sentence. (vi) No government-imposed moratorium affecting Purchaser’s intended use or operation of the Property will be in effect. (vii) There shall not have been any change or event since the expiration of the Feasibility Period that materially or adversely affects the physical condition of the Property. (viii) All of the conditions to the obligations closing of the Parties to effect transactions contemplated in the Merger set forth in Article 7 below MTA shall be delivered at satisfied and the Merger Closing, and each such certificate, legal opinion or other instrument shall, except transactions contemplated by the MTA shall close contemporaneously with the transactions contemplated by this Agreement. (ix) All of the conditions to the extent otherwise provided in Article 7, be dated as closing of the anticipated Financing Closing Date, which is expected to occur no later than five business days following transactions contemplated in the date of Merger Closing. All such certificates, legal opinions and other instruments Other Agreements shall be held in escrow by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between the Merger Closing satisfied and the Effective Time and transactions contemplated by the Other Agreements shall be released from escrow concurrently close contemporaneously with the Effective Time on the Financing Closing Datetransactions contemplated by this Agreement. 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 any of the conditions set forth in Article 7 reasonably capable of being this Section 8(h) are not satisfied prior or waived, Purchaser may, by written notice to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a)Seller, (c)i) terminate this Agreement in accordance with the provisions of Section 13(c) hereof; (ii) by written notice to Seller, elect to extend the Closing Date by ten (f)10) days to allow Seller to cure such failed condition to Purchaser’s satisfaction; or (iii) waive the failed condition and proceed to Closing; provided, and (h)however, that if such conditions have not been satisfied due to be satisfied prior to the Merger Closinga default by Seller, Purchaser may instead pursue its remedies under Section 13.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 The purchase and issuance of 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), Initial Preferred Shares shall take place at the closing of the Merger (the "Merger Initial 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, be held at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇Weiss, ▇Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 ▇▇▇▇▇▇, ▇'1285 Avenue of the Americas, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, 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 on the Merger second Business Day following the fulfillment of all conditions to the Initial Closing and the Effective Time and shall (other than those conditions contemplated to be released from escrow fulfilled concurrently with the Effective Time Initial Closing), or such later date on or prior to January 31, 2001 as the Financing parties may agree (the "Initial Closing Date"), at 10:00 a.m., New York City time. In The location and time of each purchase and issuance of Additional Shares (each an "Additional Closing" and, together with the Initial Closing, the "Closings") shall be set forth in the written notice from the Company or the Purchaser, as the case may be, referred to in Section 2.1(b); provided, however, that in the event that the Effective Time 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 Financing the Company shall not be required to sell such Preferred Shares at such Additional Closing Date occur until expiration or termination of the HSR Act waiting period, and; provided, further, that such purchase shall instead close on a date other than the fifth business day following second Business Day after expiration or termination of the Merger HSR Act waiting period. At each Closing, all such certificates, legal opinions subject to the terms 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 herein, the Company shall sell the Preferred Shares to be purchased at such Closing to the Purchaser by delivering to the Purchaser Preferred Shares registered in Article 7 reasonably capable the name of being satisfied the Purchaser or its designees, with appropriate issue stamps, if any, affixed at the expense of the Company, free and clear of any Lien, and the Purchaser shall purchase the Preferred Shares by depositing the purchase price therefor, in cash or by wire transfer of immediately available funds to an account designated by the Company in a notice delivered to the Purchaser no less than one day prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger ClosingAdditional Closing Date.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, and subject (a) Subject to the satisfaction or, if possible, waiver terms and conditions of conditions set forth in Article 7 other than Section 7.1(d)this Subscription Agreement, the closing of the Merger acquisition of the Subscription Shares contemplated hereby (the "Merger “Closing"”) will take place shall occur on a closing date (the “Closing Date”) specified in the Closing Notice (as defined below), and the Closing shall be conditioned upon the substantially concurrent consummation of the Transaction and the delivery prior to the Closing of certain Class B Ordinary Shares to the shareholders of the SPAC (the “Share Delivery”). Following delivery of written notice from (or on behalf of) Issuer to the Investor that specifies the number of Subscription Shares (the “Closing Notice”) that Issuer reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on an expected Closing Date that is not less than five (5) business days from the date designated by VIALOG by written notice in accordance with Article 11 hereof on which the Closing Notice is delivered at least three to the Investor and containing the wire instructions for delivery of the Subscription Amount to Issuer, the Investor shall deliver to the Issuer two (32) business days prior to such date, at the offices expected Closing Date (x) the Subscription Amount by wire transfer of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed to U.S. dollars 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 immediately available funds to the Merger ClosingEscrow Account (as defined below) specified by Issuer in the Closing Notice, 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 such Escrow Account until 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 completion of the Financing Closing DateShare Delivery, and (y) a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8 of the Investor. The CompanySubject to the Issuer receiving such deliverables from the Investor, the Principal Stockholder, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts to cause each satisfaction or waiver of the conditions set forth in Article 7 reasonably capable Section 3 below and the substantially concurrent consummation of being satisfied the Transaction: (i) On or prior to the Merger Closing, including, without limitationClosing Date, the conditions Issuer shall hold an extraordinary shareholders’ meeting in the presence of a notary and such extraordinary shareholders’ meeting will, inter alia, resolve on an increase of the Issuer’s nominal share capital in the amount as necessary to complete the Transaction and to issue, among other things, the Subscription Shares at nominal value to the Exchange Agent against contribution of shares of Intermediate HoldCo (the “Capital Increase”), whereby all statutory pre-emptive rights to which the shareholders of the Issuer are entitled under Swiss law or the Issuer’s articles of association will be excluded or waived; and (ii) On or prior to the Closing Date, the board of directors of the Issuer will (A) issue the report on the Capital Increase (Kapitalerhöhungsbericht) in accordance with Swiss law (article 652e CO), (B) resolve in the form of a duly notarized deed on the Capital Increase as set forth in Sections 7.1(a), article 652g CO and make all amendments to the articles of association of the Issuer necessary in connection with the Capital Increase (c), (fFeststellungs- und Statutenänderungsbeschluss), and (hC) promptly thereafter, and on the date of the Capital Increase, file the documents necessary for the registration of the Capital Increase with the Commercial Register of the Canton of Lucerne. (b) As soon as the Capital Increase is registered with the Commercial Register of the Canton of Lucerne, the Issuer shall take all steps reasonably necessary to ensure that the Subscription Shares will be issued to the Exchange Agent, free and clear of any liens or other restrictions (other than those arising under applicable securities laws) and subsequently cause the Subscription Shares to be registered in uncertificated form in the name of the Exchange Agent on Issuer’s book of uncertificated securities (Wertrechtebuch) and share register and, upon the Investor’s request, shall provide to the Investor following the Closing, evidence of such issuance in the form of a certified excerpt of the journal entry or the certified excerpt from the Commercial Register of the Canton of Lucerne evidencing the Capital Increase. (c) As soon as the (i) the preceding step and (ii) the Share Delivery is completed, the Issuer shall cause the Subscription Shares (or securities entitlements in the Subscription Shares) to be transferred by the Exchange Agent to the Investor (or its nominee in accordance with the Investor’s delivery instructions), free and clear of any liens or other restrictions (other than those arising under applicable securities laws)). Such transfer shall occur by way of written assignment, in which case the Issuer shall record such transfer in the Issuer’s share register (and the Issuer shall, upon the Investor’s request, provide to be satisfied the Investor following the Closing, evidence of such registration in the form of a written confirmation). (d) In the event that the Closing does not occur because the Transaction is not consummated for any reason on the expected Closing Date, the Issuer shall promptly (but not later than two (2) business days thereafter) cause the Exchange Agent to (i) release the Subscription Amount from the Escrow Account and (ii) 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; provided, that unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement and the Investor shall remain obligated (i) to redeliver funds to the Escrow Account following Issuer’s delivery to the Investor of a new Closing Notice in accordance with Section 2(a), and (ii) to consummate the Closing immediately prior to or substantially concurrently with the Merger Closingconsummation of the Transaction in accordance with Section 2(a).

Closing. Unless this Agreement is terminated (a) 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 Option and the 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 ------- 8.1 and the Merger and the Transactions have been abandoned, and this Article III will be subject to the satisfaction or, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d), the closing fulfillment of the Merger following conditions: (i) the "Merger Closing"expiration or termination of the waiting period applicable to the consummation of such transactions under the HSR Act and any other applicable antitrust laws; and (ii) will take place on none of the date designated by VIALOG by written notice in accordance with Article 11 hereof delivered at least three parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of such transactions. (3c) days prior to such date, at the offices The obligations of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed to in writing by the Parties Shareholder Group pursuant to this Agreement and each Participating Article III shall also be subject to Purchaser not violating any of its material obligations under the Tender 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 Each of the Parties to effect the Merger set forth in Article 7 below shall be delivered at the Merger Closing, parties hereto will promptly make 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, will use 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 reasonable efforts to cause each of their respective affiliates to make, all such filings and take all such actions as may be reasonably required in order to permit the conditions set forth in Article 7 reasonably capable lawful exercise of being satisfied prior the Purchase Option, as promptly as possible. The date of any Closing may be extended, if required, to the Merger Closing, including, without limitation, next business day following (1) the conditions set forth in Sections 7.1(a)date that any applicable waiting period(s) under the HSR Act and any other applicable antitrust laws shall have expired or been earlier terminated, (c), (f)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 (h), to be satisfied prior 3) the satisfaction of any other condition to the Merger ClosingClosing under the Tender Agreement.

Closing. Unless 10.1 This transaction shall be completed by no later than 4:00 p.m. (Eastern Standard Time) on the Closing Date. Upon completion, vacant possession of the Property shall be given to the Purchaser unless otherwise provided for in this Agreement. 10.2 The Purchaser's solicitor and Nation's solicitor are hereby authorized by the parties to enter into a document registration agreement in the form recommended from time to time by the Law Society of Upper Canada (hereinafter referred to as the "DRA"), establishing the procedures and timing for completing this transaction. The parties acknowledge that the delivery and exchange of documents and money, and the release thereof to Nation and the Purchaser, as the case may be, shall not occur contemporaneously with the registration of the Transfer, but instead shall be governed by the DRA, pursuant to which the solicitor receiving any documents and/or certified funds will be required to hold same in escrow, and will not be entitled to release same except in strict accordance with the provisions of the DRA. 10.3 Each of the parties hereto agrees that the delivery of any documents not intended for registration on title to the Property may be delivered to the other party hereto or its solicitor by facsimile transmission (or by a similar electronic system reproducing the original), provided that all documents so transmitted have been duly and properly executed by the appropriate parties/signatories thereto. The party transmitting any such documents shall also deliver the originals of same to the recipient party or to its solicitor by overnight courier sent on the closing date, if same has been so requested by the recipient party or by its solicitor. 10.4 Notwithstanding anything contained in this Agreement to the contrary, it is terminated pursuant expressly understood and agreed by the parties hereto that an effective tender shall be deemed to Section ------- 8.1 and the Merger and the Transactions have been abandonedvalidly made by either party (in this section called the "Tendering Party") upon the other party (in this section called the "Receiving Party") when the solicitor for the Tendering Party has: (a) delivered all applicable closing documents, and subject keys and/or funds 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 Receiving Party's solicitor in accordance with Article 11 hereof delivered at least three (3) days prior to such date, at the offices provisions of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed to in writing by the Parties to this Agreement and each Participating Agreementthe DRA. Counsel In particular, money may be tendered by sending a copy of a bank draft or cheque certified by a Chartered Bank, Trust Company, Province of Ontario Savings Office, Credit Union or Caisse Populaire by fax to the Receiving Party's solicitor and keys may be tendered by the Tendering Party's solicitor confirming to the Receiving Party's solicitor in writing that the Tendering Party's solicitor is in possession of at least one key to the property, if applicable; (b) advised the solicitor for the Parties Receiving Party, in writing, that the Tendering Party is ready, willing and able to complete the transaction in accordance with the terms and provisions of this Agreement and each Participating Agreement will hold a pre-closing one day prior to Agreement; and (c) has completed all steps required by 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 Teraview Electronic Registration System ("TERS") in order to satisfy complete this transaction that can be performed or undertaken by the conditions Tendering Party's solicitor without the cooperation or participation of the Receiving Party's solicitor, and specifically when the Tendering Party's solicitor has electronically "signed" the Transfer/Deed of Land for "completeness" (but not for "release") where possible without the cooperation of the Receiving Party’s solicitor and granted "access" to the obligations Receiving Party's solicitor (as each of those terms are understood within TERS), all without the Parties to effect necessity of personally attending upon the Merger set forth in Article 7 below shall be delivered at Receiving Party or the Merger ClosingReceiving Party's solicitor with the aforementioned documents, keys and/or funds, and each such certificate, legal opinion or other instrument shall, except without any requirement to have an independent witness evidencing 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closingforegoing.

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 (a) The closing of the Merger Exchange (the "Merger “Closing"”) will shall 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 ▇▇▇▇▇ ▇▇, ▇'▇▇ 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 share transfers and issuances constituting the Exchange shall be deemed to occur simultaneously as of the Closing. (b) At the Closing, (i) each Trust shall deliver or cause to be delivered to Qurate (x) evidence reasonably satisfactory to Qurate that irrevocable instructions have been given for the Subject Shares set forth opposite such Trust’s name in Exhibit A being exchanged by the such Trust to be deposited by book entry transfer to the account of Qurate maintained with Qurate’s transfer agent, and (y) a valid executed Internal Revenue Service Form W-9 providing such Trust’s taxpayer identification number and 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 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 name and taxpayer identification number of its grantor/owner on an Internal Revenue Service Form W-9) or 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 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 cause to be delivered to each Trust evidence reasonably satisfactory to ▇▇. ▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed to in writing by (acting on behalf of each of 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & 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 account of such Trust maintained with Qurate’s transfer agent. Qurate, on the one hand, and ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & (acting on behalf of each of the ▇▇▇▇▇▇▇ Parties), 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 other hand, or any such Exchange Party’s designated representative, as applicable, shall specify in writing to the event that other Exchange Party (which may be in the Effective Time and Financing Closing Date occur on a date other than the fifth business day following the Merger Closingform of electronic mail), 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), account information at Qurate’s transfer agent for the deposit of the Common Shares to be satisfied prior to exchanged at the Merger Closing.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and (a) On the Merger and the Transactions have been abandoned, Closing Date and subject to the satisfaction or, if possible, 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 Article 7 other than Section 7.1(d)the amount set forth on the signature page hereto, the closing Purchased Shares and the Warrants as described in Section 3 of this Agreement. (b) The occurrence of the Merger Closing is expressly contingent on (i) payment by the "Merger Closing"Subscriber of the Purchase Price, (ii) will take place on delivery by the date designated by VIALOG by written notice in accordance with Article 11 hereof delivered at least three (3) days prior Company to such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇Prager, llpLLP, unless another date, time or 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 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, llp between on the Merger Closing Date of the representations and warranties of the Effective Time Company and shall be released from escrow concurrently Subscriber contained in this Agreement, (iv) the continued compliance with the Effective Time covenants of the Company set forth in this Agreement through such date, (v) the 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 Financing Closing Date. In the event that the Effective Time and Financing Closing Date occur on of a date other than certificate substantially in the fifth business day following form of Exhibit E (the Merger Closing“Closing Certificate”) signed by its chief executive officer or chief financial officer (1) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, all such certificates, legal opinions and instruments shall be re-dated as of the Financing Closing Date. The Company, 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 Principal Stockholderaggregate, VIALOG a Material Adverse Effect (as defined in Section 5(a) of this Agreement), (2) certifying that the information contained in the schedules and VIALOG Merger Subsidiary shall use their respective best efforts to cause each exhibits hereto is substantially accurate as of the conditions set forth in Article 7 reasonably capable of being satisfied prior to Closing Date, except for changes that do not constitute a Material Adverse Effect, (3) adopting and renewing the Merger Closing, including, without limitation, the conditions covenants and representations set forth in Sections 7.1(a)5, (c)7, (f)8, 9, 10, 11, and 12 of this Agreement in relation to the Closing Date, the Purchased Shares and the Warrants, and (h)4) certifying that no Event of Default has occurred, to be satisfied prior and (vii) a legal opinion of Company Counsel nearly identical to the Merger Closinglegal opinion referred to in Section 6 of this Agreement shall be delivered to the Subscriber on the Closing Date in relation to the Company, the Purchased Shares and the Warrants (the “Closing Legal Opinion ”).

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, and subject Subject to the satisfaction or, if possible, (or 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 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 applicable parties) of the conditions set forth in Article 7 reasonably capable Section 5.1 below, the closing of being satisfied prior the Transactions (the “Closing”) will take place remotely on May 22, 2023 or at such time and place as the Company and the parties may agree in writing (the “Closing Date”). At the Closing, (a) each Holder shall deliver or cause to be delivered to the Merger ClosingCompany all right, includingtitle and interest in and to its Exchanged Notes as specified on Exhibit A hereto, without limitationfree and clear of any mortgage, the conditions set forth in Sections 7.1(alien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or 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 Exchanged Notes, free and clear of any Liens (c), (fno later than 12:00 noon Eastern Daylight Time on the day of Closing), and (h), b) the Company shall deliver or cause to be satisfied prior delivered to each Holder the Exchange Consideration specified for such Holder on Exhibit A hereto, as specified on, and pursuant to the Merger wire instructions provided by each Holder on, Exhibit B hereto, which Exhibit B, may be provided within one (1) Business Day of the date set forth at the top of this Agreement. For the avoidance of doubt, in the event of any delay in the Closing as described above, the Holders shall not be required to deliver the Exchanged Notes until the Closing occurs. The Company may at any time (whether before, simultaneously with or after the Closing.) deliver the Exchange Consideration to one or more other holders of Outstanding Notes or to other investors (any such issuances pursuant to agreements dated as of the date hereof, the “Aggregated Transactions”). The delivery of the Exchanged Notes shall be effected promptly following the receipt by such Holder of the Exchange Consideration through the direction by the Holder of the eligible DTC participant through which the Holder holds a beneficial interest in the Exchanged Notes to perform a free delivery through DTC for the aggregate principal amount of Exchanged Notes set forth on Exhibit A.

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 (a) The closing of the Merger (the "Merger Closing") will take place on the date designated transactions contemplated by VIALOG this Agreement shall be immediately upon execution of this Agreement by written notice in accordance with Article 11 hereof delivered at least three (3) days prior to such date, electronic mail or by physical exchange of documentation at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ Law, ▇'▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇2nd Floor, llpGreenwich, unless another dateConnecticut 06830 (in either case, time or place is agreed to in writing by the Parties to this Agreement and each Participating Agreement“Closing”). 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 The date of the Parties Closing is herein referred to effect as the Merger set forth in Article 7 below shall “Closing Date”. The Closing will 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 effective as of the anticipated Financing time of execution of this Agreement on the Closing DateDate (the “Effective Time”), which is expected and all actions scheduled in this Agreement to take place at the Closing shall be deemed to occur no later than five business days following simultaneously at such time. (b) Upon the date of Merger Closing. All such certificates, legal opinions terms 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 subject to cause each of the conditions set forth in Article 7 reasonably capable this Agreement, the Seller shall deliver or cause to be delivered on the Closing Date the following: (i) the Security Agreement, with respect to the Promissory Note, attached hereto as Exhibit B, dated the Closing Date, duly executed by the Seller; (ii) certificates of being satisfied good standing with respect to the Company issued by the responsible Governmental Entity of the jurisdictions of its formation, dated as of a date not more than ten Business Days prior to the Merger Closing Date; (iii) a copy of the resolution of the Seller’s operating board, certified by an appropriate officer of the Seller as having been duly and validly adopted and being in full force and effect as of the Closing Date, authorizing the execution and delivery of this Agreement and performance by the Seller of the transactions contemplated hereby; (iv) 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 be paid in full and, if applicable, such holder shall release its security interest and authorize the Buyer to file Uniform Commercial Code termination statements, or such other documents or endorsements necessary or desirable to release of record the security interests of all such holders; (v) 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, includingon the one hand, without limitationand 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 Sections 7.1(a)this Agreement, (c), (f), and (h), the Buyer shall deliver or cause to be satisfied prior delivered on the Closing Date the following: (i) the Promissory Note, attached hereto as Exhibit A, dated the Closing Date, duly executed by the Buyer; (ii) the Security Agreement, with respect to the Merger ClosingPromissory Note, attached hereto as Exhibit B, dated the Closing Date, duly executed by SuttonPark Servicing; (iii) the Guarantee, attached hereto as Exhibit C, dated the Closing Date, duly executed by the Guarantors; and (iv) a copy of the resolution of the Buyer’s governing body, certified by an appropriate officer of the Buyer as having been duly and validly adopted and being in full force and effect as of the Closing Date, authorizing the execution and delivery of this Agreement and performance by the Buyer of the transactions contemplated hereby.

Closing. Unless this This Agreement is terminated pursuant to Section ------- 8.1 and shall become effective when all the Merger and the Transactions following conditions 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 satisfied (the "Merger Closing") will take place on the date designated by VIALOG by written notice or waived in accordance with Article 11 Section 9.05): (a) the Administrative Agent shall have received (i) counterparts hereof delivered at least three signed by the Borrower, the Lenders listed on the Commitment Schedule, the Swingline Bank and the Agents or (3ii) days prior 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 dateparty; (b) the Administrative Agent shall have received (i) a duly executed Note, at dated on or before the offices Closing Date and complying with the provisions of Section 2.05, for each Lender and (ii) a duly executed Swingline Note, dated on or before the Closing Date, for the Swingline Bank; (c) the Administrative Agent shall have received evidence satisfactory to it that the Borrower will comply with the provisions of Section 3.02 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 F hereto, dated the Closing Date and signed by a Senior Officer of the Borrower; (e) the Administrative Agent shall have received an opinion of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, llpspecial counsel for the Borrower, unless another datesubstantially in the form of Exhibit G hereto, time or place is agreed dated the Closing Date and covering such other matters incident to in writing the transactions contemplated by the Parties to this Agreement as any Agent shall reasonably request; (f) the Administrative Agent shall have received an opinion of the Borrower's General Counsel, dated the Closing Date, substantially in the form of Exhibit H hereto and each Participating Agreement. Counsel for covering such other matters incident to the Parties to transactions contemplated by this Agreement and each Participating Agreement will hold a pre-closing one day prior to as any Agent shall reasonably request; (g) the Merger Closing, at the offices Administrative Agent shall have received an opinion of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, llp, special counsel for the purpose Administrative Agent, dated the Closing Date, substantially in the form of finalizing all documents Exhibit I hereto and covering such other matters incident to be signed at the Merger Closing. All certificatestransactions 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, legal opinions 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 incumbency of each officer of the Borrower who executed or will execute any Financing Document or any other instruments required document to be delivered pursuant to this Agreement on the Closing Date; (i) the Administrative Agent shall have received a copy of resolutions (in order to satisfy the conditions form and substance satisfactory to the obligations Agents) of the Parties to effect Borrower's board of directors authorizing the Merger set forth in Article 7 below shall be delivered at the Merger Closingexecution, delivery 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 performance of the Financing Documents, certified by the Secretary of the Borrower to be in full force and effect without modification on the Closing Date. The Company; (j) the Borrower shall have paid or made arrangements satisfactory to the Administrative Agent for paying all expenses payable by the Borrower on or before the Closing Date pursuant to Section 9.03(a); (k) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed upon by the Lenders and the Administrative Agent; and (l) the Administrative Agent shall have received all documents it may reasonably request relating to the existence of the Borrower, the Principal Stockholder, VIALOG corporate authority for and VIALOG Merger Subsidiary shall use their respective best efforts to cause each the validity of the conditions set forth Financing Documents and any other matters relevant thereto, all in Article 7 form and substance reasonably capable of being satisfied prior satisfactory to the Merger Closing, including, without limitationAdministrative Agent. When this Agreement becomes effective, the conditions set forth in Sections 7.1(a), (c), (f)Administrative Agent shall promptly notify the Borrower and the Lenders that it is effective, and (h), to such notice shall be satisfied prior to the Merger Closingconclusive and binding on all parties hereto.

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 (a) The closing of the Merger sale of the Specified Assets and the other Transactions to be consummated contemporaneously therewith to the Purchaser (the "Merger Closing") will shall 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 ▇▇▇▇▇▇, ▇'▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇P.A. in Aventura, llpFlorida, unless another dateat 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, time or place is agreed to however, that if any condition set forth in writing Section 6 has not been satisfied as of the date designated by the Parties Purchaser, then the Purchaser may, at its election, unilaterally postpone the Closing 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 such other date prior to the Merger Termination Date as it reasonably deems appropriate. (b) At the Closing, at the offices without limiting any 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 Closing set forth in Article 7 below Section 6 or Section 7: (i) the Seller shall execute and deliver, or shall cause to be delivered at the Merger Closingexecuted and delivered, and each such certificate, legal opinion or other instrument shall, except to the extent otherwise provided Purchaser such bills of sale, endorsements, assignments (including patent assignments) and other documents as may (in Article 7the reasonable judgment of the Purchaser or its counsel) be necessary or appropriate to assign, be dated convey, transfer and deliver to the Purchaser good and valid title to the Specified Assets free of any Encumbrances; (ii) the Purchaser shall pay to the Seller the consideration, pursuant to the terms and conditions set forth in Section 1.2 hereof; (iii) the 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 Seller, certifying that (A) , each of the representations and warranties made by the Seller in this Agreement is accurate in all material respects as of the anticipated Financing Closing Date as if made on the Closing Date, which is expected to occur no later than five business days following (B) each of the date of Merger Closing. All such certificates, legal opinions covenants 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 obligations that the Effective Time Seller is required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and Financing performed in all material respects, and (C) except as expressly set forth in the Seller Closing Date occur on a date other than the fifth business day following the Merger ClosingCertificate, 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 7 reasonably capable Sections 6.3 and 6.4 has been satisfied in all material respects; (iv) the Purchaser shall execute and deliver to the Seller a certificate (the "Purchaser Closing Certificate"), executed by the Chief Executive Officer or the Chief Financial Officer of being satisfied 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 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 to have complied with or performed pursuant to this Agreement at or prior to the Merger Closing, including, without limitation, the conditions set forth Closing has been duly complied with and performed in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closing.all material respects; and

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, and subject Subject to the satisfaction or, if possible, waiver of the conditions set forth described in Article 7 other than Section 7.1(d)10.1 above, the closing of the Merger transactions contemplated herein and the transfer of the Assets (the "Merger “Closing"”) will take place shall occur on the date designated by VIALOG by written notice in accordance with Article 11 hereof delivered at least three (3) days prior to such dateMay 15, 2013 at the offices of ▇▇▇▇▇ Lord LLP, located at ▇▇▇ ▇▇▇▇▇▇, ▇'▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇at 10:00 a.m., llplocal 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) 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 purpose transfer of finalizing all documents to 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 signed at required by any Governmental Authority. (d) At the Merger Closing. All certificates, legal opinions 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 delivered 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 satisfy relieve the conditions Buyer of any obligation to the obligations withhold any portion of the Parties to effect Adjusted Purchase Price. (i) Buyer and Seller shall deliver the Merger set forth Transition Services Agreement and Marketing Letter (“Transition Services Agreement”) in Article 7 below the forms attached as Schedule 10.2(i), which such Transition Service Agreement shall have been executed, but not delivered, concurrently with the execution of this Agreement, but shall be delivered at the Merger Closing, and each such certificate, legal opinion or other instrument shall, except . (j) Seller shall deliver to the extent otherwise provided in Article 7, be dated as Buyer Possession of the anticipated Financing Closing DateAssets; provided however, which is expected to occur no later than five business days following that any Records required for Seller’s performance of the date of Merger Closing. All such certificates, legal opinions and other instruments Transition Services Agreement 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 delivered within fifteen (15) days after termination 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger ClosingTransition Services Agreement.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 The Closing shall consist of the execution and the Merger delivery of documents by Seller and the Transactions have been abandonedBuyer, as set forth below, and subject delivery by Buyer to the satisfaction or, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d), the closing Seller of the Merger (the "Merger Closing") will take place on the date designated by VIALOG by written notice Purchase Price in accordance with Article 11 hereof the terms of this Agreement. Seller shall deliver to Buyer at Closing the following executed documents: (a) a special warranty deed from Seller to Buyer conveying the Real Property to Buyer subject only to the Permitted Exceptions; (b) an Assignment of Lease and Security Deposits, in the form attached hereto as Exhibit C assigning the Lease and any security deposits thereunder to Buyer; (c) a ▇▇▇▇ of Sale in the form of Exhibit D attached hereto from Seller to Buyer conveying the Personalty and Intangible Property to Buyer; (d) a settlement statement setting forth the Purchase Price, all prorations and other adjustments to be 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 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 Title Insurer; (h) keys to all locks located in the Property, to the extent in Seller’s possession; (i) to the extent not previously delivered at least three to Buyer, originals of the Lease; (3j) an original estoppel certificate from Tenant in the provided under the Lease, or if no such form is described in the Lease, in the form of Exhibit F attached hereto and which does not assert any defaults, offsets, defenses, punchlist items or claims 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 dateestoppel certificate must be in accordance with the Lease attached hereto as Schedule 11(g); (k) an original subordination, at non-disturbance and attornment certificate from Tenant in the offices 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 (n) such other documents, ▇'▇▇▇▇▇▇▇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, llpshall 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), unless another date(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 place is agreed prior 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 two (2) business days prior to the Merger date scheduled for the Closing) and by depositing with Title Insurer on or before the then scheduled date of Closing, at the offices 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 ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, for Money such that 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 Money shall then be equal to the Merger Closing sum of Five Hundred Thousand and the Effective Time No/100 Dollars ($500,000.00) (plus all interest accrued thereon) 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 non-refundable (except as otherwise provide in this Agreement) but shall be re-dated as 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 Financing Closing Date. The Company, closing documents to the Principal Stockholder, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts to cause each of the conditions set forth in Article 7 reasonably capable of being satisfied parties on or prior to the Merger Closing, including, without limitation, Closing or such other place or manner as the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closingparties hereto may mutually agree.

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 (a) The consummation of the Merger transactions contemplated hereby (the "Merger “Closing"”) will shall 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 Purchaser’s counsel or at such other place as is agreed to in writing upon by the Parties parties on or before April 3, 2019, or such other date as may be agreed upon by the parties (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) Seller shall 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 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 true and correct as of the Closing Date; (vi) Seller shall deliver an affidavit indicating that Seller is not a foreign person and that the 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 Purchase Price as required by such statute and corresponding regulations; (vii) 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 Purchase Price as required by 33 M.R.S. §5250-A; (viii) 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 each Participating Agreement. Counsel for the Parties parties shall execute and deliver a settlement statement memorializing the Purchase Price, the adjustments thereto, and other costs and expenses to this Agreement and each Participating Agreement will hold a pre-closing one day prior be paid, or credited to or debited from the amounts due from or to either Party, at Closing; (x) Each party shall deliver to the Merger Closingother such other documents, at certificates and the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, for the purpose of finalizing all documents like as may be required herein or as may be necessary 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 carry out the obligations under this Agreement; and (xi) Seller shall deliver to Purchaser keys to and possession of the Parties to effect the Merger set forth Premises, free and clear of any tenancy or persons 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 possession other than Seller as tenant under 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger ClosingLeases.

Closing. (a) Unless this Purchase Agreement is shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, 7.1(a) and subject to the satisfaction or, if possible, or 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 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 7 reasonably capable 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 satisfied 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 Merger Closing Date; (ii) At the effective time of the Closing, including, without limitation, Premier shall issue shares of Premier Common Stock constituting the conditions set forth Stock Consideration to the Seller as directed by the Seller in Sections 7.1(a), (c), (f), and (h), to be satisfied writing prior to the Merger 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 Shares to evidence the transfer to Premier of good and marketable title in and to all of the Shares owned by the Seller free and clear of any Lien or Restriction on such Shares (other than any Lien or Restriction imposed pursuant to the terms of this Purchase 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. Unless this Agreement is terminated pursuant to Section ------- 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"a) will The Closing shall 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 the Surviving Company, ▇▇ ▇▇▇▇▇▇, ▇'▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇, llpat 10:00 a.m. on the Business Day specified by either party hereto to the other party by notice given at least five Business Days' after the satisfaction or waiver of the conditions to Closing set forth in Section 7, which day shall in all events shall be the last Business Day of a calendar month (the "Closing Date"), unless another datetime, time date or place is agreed to in writing by the Parties parties hereto. The parties shall use all reasonable efforts to cause the Closing Date to be the date immediately preceding the date of the Second Seller Shareholder Meeting. (b) Subject to the terms and conditions hereof, at the Closing: (i) Seller shall deliver to the Surviving Company, properly executed and dated as of the Closing Date, (A) a share transfer agreement evidencing the transfer of all of the issued and outstanding capital stock of CME Media Enterprises B.V., a Netherlands company ("CME Media"), to the Surviving Company, accompanied by such acknowledgments, powers of attorney and waivers as may be necessary in the Surviving Company's reasonable judgment for execution of a notarial deed of transfer of such capital stock and (B) a ▇▇▇▇ of sale and such assignments, endorsements and other good and sufficient instruments of conveyance and transfer as may be necessary in the Surviving Company's reasonable judgment to convey and vest in the Surviving Company all right, title and interest in and to all of the other Acquired Assets; (ii) Seller and the Surviving Company shall execute an agreement or agreements of assignment and assumption of liabilities as may be necessary in Seller's reasonable judgment for the Surviving Company to assume, and to indemnify Seller in respect of, all of the Assumed Liabilities, and the Surviving Company will take such other steps as may be reasonably requested by Seller to perfect such assumption for the purposes of Bermuda law (without thereby increasing its liability); (iii) assuming that (A) the Debt Consent (as defined in Section 6.19 hereof) shall have been obtained or (B) Seller and the Surviving Company shall have determined that the Debt Consent is not required to be obtained in order to effect the assumption contemplated by this Section 1.2(b)(iii) or shall have agreed to take other actions with respect to the securities issued under the Indentures (as defined below), in conformity and subject to compliance with the provisions of the Indentures, dated as of August 20, 1997 (the "Indentures"), between Seller and the Bankers Trust Company, as Trustee (the "Trustee"), in respect of Seller's $100,000,000 9-3/8% Senior Notes due 2004 and DM 140,000,000 8-1/8% Senior Notes due 2004, Seller and the Surviving Company shall execute and deliver or, as the case may be, cause to be executed and delivered (to the extent within their respective powers), to the Trustee all supplemental indentures, agreements, opinions of counsel to Seller, board resolutions, officer's certificates and other instruments and documents as may be necessary or desirable for the Surviving Company, pursuant to and in accordance with the Indentures, to assume expressly all of Seller's liabilities, obligations and commitments with respect to the Senior Notes issued pursuant to the Indentures; (iv) the Surviving Company shall deliver or cause to be delivered to Seller or, at Seller's written direction, to Seller's designee for such purpose (i) properly executed and dated as of the Closing Date a notarial deed evidencing an increase in the issued capital of the Surviving Company and issuance of the Consideration Shares to the Seller or Seller's designee, (ii) an excerpt from the share register of the Surviving Company reflecting ownership of the Consideration Shares, and (iii) share certificates in definitive form representing the Consideration Shares, which share certificates shall be in such denominations as Seller may request in writing not later than 10 days prior to the Closing Date; and (v) Seller shall execute and deliver and cause the Custodian to execute and deliver to the Surviving Company, contemporaneously with the delivery of the share certificates representing the Consideration Shares, a Voting Agreement, in the form attached hereto as Exhibit 1.2 (the "Seller Voting Agreement"), with respect to the voting of the Consideration Shares pending the distribution of such shares of Surviving Company Common Stock to the shareholders of Seller pursuant to this Agreement and each Participating Agreement. Counsel for the Parties Plan of Liquidation. (c) The resolution of the Board of Directors of the Surviving Company approving the issuance of the Consideration Shares pursuant to this Agreement and each Participating Agreement will hold a pre-closing one day prior to the Merger Closingmay provide, 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 accordance with Article 6 of the Parties to Statuts Coordonnes of the Surviving Company, as in 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 Datedate hereof, which is expected that the approval of the Board of Directors with respect to occur no later the ownership and voting of more than five business days following 20% of the date of Merger Closing. All such certificates, legal opinions and other instruments Surviving Company's share capital shall be held in escrow limited to such ownership and voting by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between the Merger Closing Seller and the Effective Time Custodian pursuant to this Agreement, the Seller Voting Agreement and the Plan of Liquidation, 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 not extend to any 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger ClosingPerson.

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 The closing of the Merger (the "Merger Closing") will take place hereunder shall occur on the date designated (the ------- "Closing Date") when each of the following conditions is satisfied (or waived by VIALOG ------------ the Lead Agent, such waiver to be evidenced by written notice in accordance the funding of the Loans made on the Closing Date), each document to be dated the Closing Date unless otherwise indicated: (a) the Borrower shall have executed and delivered to the Lead Agent a Note for the account of each Bank dated on or before the Closing Date complying with Article 11 hereof the provisions of Section 2.4; (b) the Borrower shall have executed and delivered at least three to the Lead Agent a duly executed original of this Agreement; (3c) days prior the Guarantor shall have executed and delivered to such date, at the offices Lead Agent a duly executed original of ▇the Confirmation of Guaranty; (d) the Lead Agent shall have received an opinion of ▇▇▇▇▇, ▇'▇▇▇▇ & ▇▇▇▇▇, ▇counsel for the Borrower and the Guarantor, acceptable to the Lead Agent, the Banks and their counsel; (e) the Lead Agent shall have received all documents the Lead Agent may reasonably request relating to the existence of the Borrower and the Guarantor, the authority for and the validity of this Agreement and the other Loan Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Lead Agent. Such documentation shall include, without limitation, the articles of incorporation and by-laws or the partnership agreement and limited partnership certificate, as applicable, of the Borrower and the Guarantor, as amended, modified or supplemented to the Closing Date, each certified to be true, correct and complete by a senior officer of the Borrower and the Guarantor, as applicable, as of a date not more than forty-five (45) days prior to the Closing Date, together with a good standing certificate from the Secretary of State (or the equivalent thereof) of the State of Delaware with respect to the Borrower and the State of Maryland with respect to the Guarantor, respectively, and a good standing certificate from the Secretary of State (or the equivalent thereof) of each other State in which the Borrower or the Guarantor, as applicable, is required to be qualified to transact business (other than any such State in which the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect), each to be dated not more than forty-five (45) days prior to the Closing Date; (f) the Lead Agent shall have received all certificates, agreements and other documents and papers referred to in this Section 3.1 and Section 3.2, unless otherwise specified, in sufficient counterparts, satisfactory in form and substance to the Lead Agent in its sole discretion; (g) the Borrower and the Guarantor shall have taken all actions required to authorize the execution and delivery of this Agreement and the other Loan Documents to which each is a party and the performance thereof by the Borrower and the Guarantor; (h) the Lead Agent shall be satisfied that the Borrower is not subject to any present or contingent environmental liability which would reasonably be expected to have a Material Adverse Effect; (i) the Lead Agent shall have received an unaudited, pro forma, --- ----- consolidated balance sheet and income statement of the Borrower for the fiscal quarter ended December 31, 1997; (j) the Lead Agent shall have received wire transfer instructions in connection with the Loans to be made on the Closing Date; (k) the Lead Agent shall have received, for its and any other Bank's account, all fees due and payable pursuant to Section 2.7 hereof on or before the Closing Date, and the reasonable fees and expenses accrued through the Closing Date of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP; (l) the Lead Agent shall have received copies of all consents, llplicenses and approvals, unless another dateif any, time or place is agreed to required in writing connection with the execution, delivery and performance by the Parties Borrower and the Guarantor, and the validity and enforceability against the Borrower and the Guarantor, of the Loan Documents to which each is a party, or in connection with any of the transactions contemplated thereby to occur on or prior to the Closing Date, and such consents, licenses and approvals shall be in full force and effect; (m) the representations and warranties of the Borrower contained in 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 Guarantor in the Merger set forth in Article 7 below Guaranty shall be delivered at the Merger Closing, true and each such certificate, legal opinion or other instrument shall, except to the extent otherwise provided correct in Article 7, be dated all material respects on and as of the anticipated Financing Closing Date, which is expected Date both before and after giving effect to occur no later than five business days following the date making of Merger Closing. All such certificates, legal opinions and other instruments shall be held in escrow any Loans; and (n) receipt by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between the Merger Closing Lead Agent and the Effective Time and shall be released from escrow concurrently with Banks of a certificate of the Effective Time on chief financial officer or the Financing Closing Date. In chief accounting officer of the event Borrower certifying that the Effective Time and Financing Closing Date occur on a date other than the fifth business day following the Merger Closing, Borrower is in compliance with all such certificates, legal opinions and instruments shall be re-dated as covenants 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 Borrower contained in Article 7 reasonably capable of being satisfied prior to the Merger Closingthis Agreement, including, without limitation, the conditions set forth in Sections 7.1(a)requirements of Section 5.8, (c)as of the Closing Date, (f)both before and after giving effect to the making of any Loans. The Lead Agent shall promptly notify the Borrower and the Banks of the Closing Date, and (h), to such notice shall be satisfied prior to the Merger Closingconclusive and binding on all parties hereto.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 The consummation of the Holding Company Merger (the “Closing”) shall take place on the second Business Day after the satisfaction or waiver of the conditions set forth in Articles VIII, IX and X, respectively (excluding conditions that, by their nature, cannot be satisfied until, but will be satisfied or waived as of, the Merger and the Transactions have been abandonedClosing Date, and but subject to the satisfaction or, if possible, or waiver of conditions set forth in Article 7 other than Section 7.1(dthose conditions), unless this Agreement has been theretofore terminated pursuant to its terms or unless another time or date is agreed to in writing by the closing parties hereto (the actual date of the Merger (Closing being referred to herein as 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, “Closing Date”). The Closing shall be held at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇'▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed to in writing by the Parties parties hereto. As soon as practicable on or after the Closing Date, the parties hereto shall cause the Holding Company Merger to be consummated by filing with the Secretary of State of California this Agreement, duly executed, or another agreement of merger complying with Section 1101 of the CGCL (the “Agreement of Merger”), together with the officers’ certificates prescribed by Section 1103 of the CGCL and each Participating Agreementby filing with the Secretary of State of Delaware a certificate of merger relating to the Holding Company Merger (the “Certificate of Merger”), in such form as required by, and executed in accordance with the relevant provisions of, the DGCL. Counsel for The Holding Company Merger shall become effective on the Parties date on which the later of the following filings shall have been completed: (i) the Agreement of Merger and officers’ certificates have been duly filed with the Secretary of State of California and (ii) the Certificate of Merger has been duly filed with the Secretary of State of Delaware (the date and time of such filing, or if another date and time is specified in such filing, such specified date and time, being the “Effective Time”). Subject to this Agreement and each Participating Agreement will hold a pre-closing one day the prior written consent of the Company (which it shall not unreasonably withhold), Acquiror may, at any time prior to the Merger ClosingEffective Time, at change the offices method of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, for effecting 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 acquisition 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 Company 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 7 reasonably capable of being satisfied prior to the Merger Closing, Company Bank (including, without limitation, the conditions set forth in Sections 7.1(a)provisions of this Article II and including, without limitation, by electing not to merge the Company or Company Bank with Acquiror or any of its existing Subsidiaries, but rather with a merger subsidiary of Acquiror) to the extent permitted by applicable law and if and to the extent it deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration, (c)ii) adversely affect the tax treatment of the Company’s shareholders as a result of receiving the Merger Consideration, (f), and (h), iii) materially impede or delay consummation of the Holding Company Merger or other transactions to be satisfied prior consummated pursuant to this Agreement, or (iv) otherwise be materially prejudicial to the Merger Closinginterests of the shareholders of the Company.

Closing. (a) Unless this Purchase Agreement is shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, 7.1(a) and subject to the satisfaction or, if possible, or 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 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 7 reasonably capable 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 satisfied 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 Merger Closing Date; (ii) At the effective time of the Closing, including, without limitation, Premier shall issue shares of Premier Common Stock constituting the conditions set forth Stock Consideration to the Seller as directed by the Seller in Sections 7.1(a), (c), (f), and (h), to be satisfied writing prior to the Merger 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. Unless this This Agreement is terminated pursuant to Section ------- 8.1 and shall become effective when all the Merger and the Transactions following conditions 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 satisfied (the "Merger Closing") will take place on the date designated by VIALOG by written notice or waived in accordance with Article 11 Section 9.05): (a) the Administrative Agent shall have received (i) counterparts hereof delivered at least three signed by the Borrower, the Lenders listed on the Commitment Schedule and the Agents or (3ii) days prior 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 dateparty; (b) the Administrative Agent shall have received a duly executed Note, at dated on or before the offices 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 3.02 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 signed by a Senior Officer of the Borrower; (e) the Administrative Agent shall have received an opinion of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, llpspecial counsel for the Borrower, unless another datesubstantially in the form of Exhibit F hereto, time or place is agreed dated the Closing Date and covering such other matters incident to in writing the transactions contemplated by the Parties to this Agreement as any Agent shall reasonably request; (f) the 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 each Participating Agreement. Counsel for covering such other matters incident to the Parties to transactions contemplated by this Agreement and each Participating Agreement will hold a pre-closing one day prior to as any Agent shall reasonably request; (g) the Merger Closing, at the offices Administrative Agent shall have received an opinion of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, llp, special counsel for the purpose Administrative Agent, dated the Closing Date, substantially in the form of finalizing all documents Exhibit H hereto and covering such other matters incident to be signed at the Merger Closing. All certificatestransactions 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, legal opinions 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 incumbency of each officer of the Borrower who executed or will execute any Financing Document or any other instruments required document to be delivered pursuant to this Agreement on the Closing Date; (i) the Administrative Agent shall have received a copy of resolutions (in order to satisfy the conditions form and substance satisfactory to the obligations Agents) of the Parties to effect Borrower's board of directors authorizing the Merger set forth in Article 7 below shall be delivered at the Merger Closingexecution, delivery 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 performance of the Financing Documents, certified by the Secretary of the Borrower to be in full force and effect without modification on the Closing Date. The Company; (j) the Borrower shall have paid or made arrangements satisfactory to the Administrative Agent for paying all expenses payable by the Borrower on or before the Closing Date pursuant to Section 9.03(a); (k) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed upon by the Lenders and the Administrative Agent; and (l) the Administrative Agent shall have received all documents it may reasonably request relating to the existence of the Borrower, the Principal Stockholder, VIALOG corporate authority for and VIALOG Merger Subsidiary shall use their respective best efforts to cause each the validity of the conditions set forth Financing Documents and any other matters relevant thereto, all in Article 7 form and substance reasonably capable of being satisfied prior satisfactory to the Merger Closing, including, without limitationAdministrative Agent. When this Agreement becomes effective, the conditions set forth in Sections 7.1(a), (c), (f)Administrative Agent shall promptly notify the Borrower and the Lenders that it is effective, and (h), to such notice shall be satisfied prior to the Merger Closingconclusive and binding on all parties hereto.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 (a) Upon Completion of the Dwelling Unit as evidenced by issuance of a Certificate of Occupancy from the City Building Official ("Completion Date"), Buyer shall make payment of all monies due and owing and sign all documents necessary for the Merger purchase of the Dwelling Unit and the Transactions have been abandoned, and subject ▇▇▇▇▇▇ shall provide to the satisfaction orBuyer a Special Warranty Deed, if possible, waiver policy of conditions set forth in Article 7 other than Section 7.1(d), the closing title insurance and keys. Failure of either party to perform as required herein shall be a default by that party. (b) Closing shall occur within five days of the Merger (Completion Date, or as otherwise agreed in writing between the "Merger Closing") will take place on Parties. ▇▇▇▇▇▇ makes no guarantee of the date designated by VIALOG by written notice in accordance Completion Date and Buyer specifically acknowledges that the Completion Date is difficult to determine with Article 11 hereof delivered at least three (3) days prior any specificity due to such date, at circumstances beyond the offices 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. (c) The closing agent shall be designated by ▇▇▇▇▇▇ ("Escrow"). (d) Title shall be conveyed in 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 special taxing district, building and zoning regulations, the Deed and the benefits and burdens conferred by the HOA Documents. (e) I/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 agree that my/our ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed to in writing by the Parties to this Agreement money deposit 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 Option Payment 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 forfeited 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closingliquidated damages.

Closing. Unless The Closing of this Agreement is terminated pursuant to Section ------- 8.1 and the Merger transactions contemplated hereby (the "Closing") shall take place at a date and time (the Transactions have been abandoned"Closing Date") and place to be mutually agreed upon by the parties hereto, and shall be subject to the satisfaction orprovisions of Article X of this Agreement. At the Closing: (a) Biophan shall deliver to ITI stock certificates representing 100% of the issued and outstanding shares of Antisense capital stock, if possibleduly endorsed, waiver so as to make ITI the sole holder thereof, free and clear of all claims and encumbrances; (b) ITI shall cause to be delivered to Antisense, an interest free loan in the sum of $175,000, and ITI agrees to the further commitment to arrange for funding of an additional $325,000 as follows: $175,000 on or before the second anniversary of this Agreement and $150,000 on or before the 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 in Article 7 other than Section 7.1(d)herein by ITI are true and correct as of, or have been fully performed and complied with by, the closing of Closing Date; and (f) Biophan and Antisense shall deliver an Officer's Certificates as described in Sections 8.1, 8.2 and 8.4 hereof, dated 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 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 certificatesthat all representations, legal opinions warranties, covenants 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 7 reasonably capable of being satisfied prior to the Merger Closingherein by Biophan and Antisense are true and correct as of, including, without limitationor have been fully performed and complied with by, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closing.Closing Date;

Closing. Unless this Agreement The obligation of an Investor to purchase Series D Units at the Closing is terminated pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, and subject to the fulfillment to the satisfaction or, if possible, waiver of conditions set forth such Investor at or prior to the Closing of each of the following conditions: (a) Each of the representations and warranties of the Company contained in Article 7 other than Section 7.1(d)VII shall be true, the closing correct and complete on and as of the Merger (the "Merger Closing") will take place on Closing Date as though then made, except for such representations and warranties which expressly speak as of a certain date, which representations and warranties shall be true, correct and complete in all material respects as of the date designated specified; (b) All covenants, agreements and conditions contained in this Agreement to be performed or complied with by VIALOG by written notice in accordance with Article 11 hereof delivered at least three (3) days the Company on or prior to such datethe Closing Date shall have been performed or complied with; (c) On or prior to the Closing Date, at any authorizations, consents, approvals or permits of any Governmental Authority that are required by law in connection with the offices lawful sale and issuance of ▇▇▇▇▇▇the Series D Units, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed to in writing and the consummation of the transactions contemplated by the Parties to this Agreement and each Participating Agreement. Counsel of the Transaction Documents, shall have been duly obtained by the Company and shall be effective on and as of the Closing Date, except for any notice filings pursuant to Regulation D under the Parties Securities Act and pursuant to applicable state securities laws not required to be made on or prior to the Closing Date; (d) No Event of Noncompliance (as defined in Series D Certificate of Designation), or event which with notice or lapse of time or both would constitute such an event, shall have occurred; and (e) The Company shall have delivered to the Investors each of the following: (i) Stamped filed copy of the Certificate of Incorporation, as amended to date including evidence of the filing of the Second Amended Series A Designation, the Amended Series B Designation, the Amended Series C and the Series D Certificate of Designation relating to the Series D Preferred Stock; (ii) Certificate of Good Standing and Certificate of Status of the Company, as applicable, issued as of a recent date by the Secretary of State of the States of Delaware and Florida; (iii) Certificate of the Chief Executive Officer or the President of the Company, dated the Closing Date, to the effect that the conditions specified in Sections 3.1(a) through 3.1(d) have been satisfied fully; (iv) Certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Investors, as to: (A) no amendments to the Certificate of Incorporation since the date of certification referenced in Section 3.1(e)(i) above; (B) the A&R By-laws; (C) the resolutions duly adopted by the Board authorizing and approving, as appropriate, the execution, delivery and performance of 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 Transaction Documents to effect which the Merger set forth in Article 7 below shall be delivered at Company is a party and the Merger Closingtransactions contemplated hereby and thereby, including the issuance, sale and each such certificate, legal opinion or other instrument shall, except to the extent otherwise provided in Article 7, be dated as delivery 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 Series D Units 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 reservation for issuance of the Financing Closing Date. The Conversion Common Shares; (D) resolutions duly adopted by a majority of the stockholders of the Company approving the Second Amended Series A Designation, the Amended Series B Designation, the Amended Series C Designation and the Series D Designation; and (D) the incumbency and signatures of the officers of the Company authorized to execute and deliver this Agreement and any of the Transaction Documents to which the Company is a party; (v) stock certificates representing the Series D Preferred Shares, duly executed by the Company and registered in the names of the Investors (or their nominees); (vi) its executed counterpart to this Agreement; (vii) the Series D Warrant Agreement, duly executed by the Company, together with Warrant Certificates (as defined in the Series D Warrant Agreement), duly executed by the Company and registered in the names of the Investors (or their nominees); (viii) the Second A&R Securityholders’ Agreement, duly executed by the Company, the Principal StockholderInvestors, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts to cause each the holders of at least a majority of the conditions set forth outstanding shares of Common Stock on a fully-diluted basis (including a majority of the Other Preferred Stock voting as a separate class and on a fully-diluted and as converted basis); (ix) the A&R Registration Rights Agreement, duly executed by the Company, the holders of a majority of the Registrable Securities (as defined in Article 7 reasonably capable the Registration Rights Agreement) and the Investors; (x) the A&R Series B Warrant Agreement, duly executed by the Company and at least a majority of being satisfied prior the holders of the Series B Warrants; (xi) the A&R Series C Warrant Agreement, duly executed by the Company and at least a majority of the holders of the Series C Warrants; and (xii) such other documents, instruments, approvals or opinions relating to the Merger Closing, including, without limitation, transactions contemplated by this Agreement as the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger ClosingInvestors may reasonably request.

Closing. (a) Unless this Agreement is earlier terminated pursuant to Section ------- 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)8, the Share Purchase shall be consummated at a 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 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 to be designated jointly by Purchaser and the fifth business day following the Merger ClosingSellers’ Representative, all such certificates, legal opinions and instruments which shall be re-dated as of no later than three Business Days after the Financing Closing Date. The Company, the Principal Stockholder, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts to cause each satisfaction or waiver (if permitted hereunder) of the conditions set forth in Article Section 6 and Section 7 reasonably capable of being (other than those conditions that by their nature are to be satisfied prior at the Closing, but subject to the Merger satisfaction or waiver (if permitted hereunder) of such conditions), via electronic transmission (which may be by facsimile or in the 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 Purchaser and the Sellers’ Representative. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” (b) At the Closing: (i) Sellers shall deliver or cause to be delivered to Purchaser: (A) original stock certificates representing all of the Company Shares and all of the Holdings Shares (other than the Holdings Shares held by the Company), includingduly endorsed in blank for transfer to, without limitationor accompanied by duly executed share transfer powers executed in favor of, Purchaser (in the conditions case of the Company Shares) or the Company (in the case of the Holdings Shares); and (B) each of the deliverables set forth in Sections 7.1(aSection 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 such Share Purchase Agreement at the Closing, 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), (f), and (h), to be satisfied prior C) transmit to the Merger ClosingEscrow 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 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 (G) deliver to the Sellers’ Representative each of the deliverables set forth in Section 7.6.

Closing. Unless this Agreement is terminated pursuant (a) On each of the dates (collectively referred to Section as the ------- 8.1 and "Closing Dates") specified by the Merger and the Transactions have been abandoned, and subject Borrower by irrevocable notice to the satisfaction orLender ------------- (each, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(da "Closing Notice"), the closing Borrower shall borrow from the Lender the -------------- principal amount (each, a "Closing Amount") specified in the Closing Notice -------------- relating to such Closing Date, and the Lender shall lend the Closing Amount to the Borrower; provided (i) the date of execution of this Agreement shall be a -------- - Closing Date on which the Borrower shall borrow from the Lender the principal amount of $500,000; (ii) except as expressly provided in this Section 2.2(a), -- each of the Merger Closing Amounts shall be in the amount of not more than $500,000; (iii) the sum of the aggregate amount of all the Closing Amounts (including the ---- principal amount of $500,000 loaned under the Initial Note) and any outstanding accrued interest thereon as of any Closing Date (collectively, the "Total Obligations" from time ----------------- to time), shall not exceed the Committed Amount, and the sum of the Total Obligations and the aggregate principal amount and any accrued interest (the "Merger ClosingSVB Amount") will take place on outstanding under the date designated by VIALOG by written Borrower's credit facility with Silicon Valley Bank, or any refinancing or modification thereof, shall not exceed $6,000,000; (iv) except as expressly provided in this Section 2.2(a), no Closing -- Date may occur less than 14 calendar days following the immediately preceding Closing Date, if any; (v) except as expressly provided in this Section 2.2(a), a - Closing Notice with respect to a Closing Date may not be delivered less than 5 Business Days prior to such Closing Date; (vi) no Closing shall occur following -- February 28, 1999; provided further if the Borrower is obligated to deposit -------- $850,000 (the "Settlement Deposit") in escrow in connection with the execution ------------------ and delivery of a memorandum of understanding relating to the Settlement satisfactory in form and substance to Lender and its counsel, the Borrower may specify a Closing Date in a Closing Notice not less than 5 Business Days following such notice to borrow from the Lender, and the Lender shall, subject to subsection 2.2(a)(iii) and (iv), lend to the Borrower, the Settlement Deposit in accordance with Article 11 hereof delivered at least three (3) days subsection 7.3 hereof. Borrower shall give notice to Silicon Valley Bank prior to such date, each Closing Date of the Closing Amount and the Total Obligations. (b) Each Closing shall take place at the offices of Debevoise & ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 at 11:00 a.m. (New York time) on the Financing Closing Date. In At each Closing, the event that Borrower shall deliver to the Effective Time and Financing Lender a promissory note, in the form of Exhibit A hereto, with respect to the Closing Amount (each delivered note, a "Promissory Note"). If on any Closing Date occur on a date other than the fifth business day following --------------- Borrower shall fail to borrow from the Merger ClosingLender the amount specified in the relevant Closing Notice as provided herein, all such certificates, legal opinions and instruments shall be re-dated as of the Financing or if at any Closing Date. The Company, the Principal Stockholder, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts to cause each any of the conditions set forth to such Closing specified in Article 7 reasonably capable of being satisfied prior Section 6 shall not have been fulfilled to the Merger Closingsatisfaction of the Lender, includingor waived by the Lender, the Lender shall, at its election, be relieved of all further obligations to advance any funds hereunder, without limitationthereby waiving any other rights it may have by reason of such failure or nonfulfillment. (c) Upon the execution of this Agreement, that certain Promissory Note, dated September 23, 1998, pursuant to which the Borrower borrowed $500,000 from the Lender and which is attached as Exhibit B hereto (the "Initial Note"), shall ------------ be deemed for purposes of this Agreement to be a Loan made pursuant to this Agreement and any reference to "Loan", "Promissory Note", "Closing Amount" or "Borrower Obligations" shall be construed to include such Initial Note, the conditions set forth in Sections 7.1(a)amount advanced thereunder and/or the obligations of the Borrower thereunder, (c), (f)as the context requires, and (h), to be satisfied prior the amounts loaned pursuant to the Merger ClosingInitial Note shall be deemed to have been loaned under this Agreement as part of the Committed Amount.

Closing. Unless The closing of any purchase of Common Stock pursuant to this Agreement is terminated pursuant to Section ------- 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(a "Closing"), the closing of the Merger shall be made as follows: (the "Merger Closing"a) 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 place is Unless otherwise agreed to upon in writing by the Parties to this Agreement Stockholder (or his Legal Representatives, as the case may be) and each Participating Agreement. Counsel for the Parties to this Agreement and each Participating Agreement will hold Corporation, a pre-closing one day prior to Closing shall take place in the Merger Closing, at the principal executive offices of ▇▇▇▇▇▇the Corporation at eleven o'clock in the morning on the fifteenth (15th) business day after the later of (i) the full exercise of their respective options, ▇'▇▇▇▇▇▇▇or ii) receipt by the Corporation of the Book Value or Fair Market Value Report, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇if required; provided, llp, for however that this period of time may be changed if approved by the purpose of finalizing all documents to be signed at the Merger Closing. All certificates, legal opinions and other instruments required to be delivered Corporation in order to satisfy provide reasonable time in which to obtain the conditions to the obligations of the Parties to effect the Merger approval or consent, if any, required from third parties as set forth in Article 7 below Section 1.1(c) or for other reasons. (b) The Stockholder shall be delivered deliver to the purchaser at the Merger ClosingClosing the certificates representing his shares of Common Stock, free and clear of any and all liens and encumbrances whatsoever (and shall deliver a written warranty and representation to such effect), and duly endorsed for transfer to each purchaser or accompanied by stock powers duly endorsed for transfer to such certificatepurchaser, legal opinion together with all applicable stock transfer tax stamps affixed or payment provided therefor and such other instrument shalldocuments as may be necessary to effectuate the transfer, except against delivery of a check drawn in an amount equal to the extent otherwise provided in Article 7applicable purchase price or the terms and conditions of a third party offer, 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 Datecase may be. In the event that Common Stock is to be sold by Legal Representatives of a deceased Stockholder, the Effective Time estate shall obtain or cause to be obtained state tax waivers, if necessary, and Financing Closing Date occur on shall execute any and all necessary documents required to carry out the terms of this Agreement. (c) In the event that a date other than Stockholder sells his Common Stock to a purchaser who would not otherwise be bound by this Agreement, such purchaser, as a condition to his purchase, shall agree to be bound by the fifth business day following terms of this Agreement. The Corporation and the Merger ClosingStockholders agree that upon the request of such purchaser, all the Corporation and the Stockholders shall cause the issuance to such certificates, legal opinions and instruments shall be re-dated as purchaser of certificates of Common Stock equal to the number of shares of Common Stock so purchased. Prior to any sale to a purchaser who is not a Stockholder of the Financing Closing Date. The CompanyCorporation, the Principal Selling Stockholder, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts purchaser or transferee Stockholder, as the case may be, must satisfy counsel to cause each the Corporation that the proposed sale of his Common Stock will not violate (i) the Securities Act (or any similar federal statute then in effect) or any of the conditions set forth in Article 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), rules and regulations promulgated thereunder; and (h), to be satisfied prior to the Merger Closingii) any applicable state securities laws.

Closing. Unless Purchaser and Seller shall close this Agreement is terminated pursuant to Section ------- 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 transaction (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 thirty (330) days prior to such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 Seller’s approval of Purchaser’s Site Plan and Special Use Permit application; pro- vided, however, in no event shall the Closing occur prior to the satisfaction (or written waiver by Pur- chaser) of all conditions precedent to Closing set forth in Section 8 above. If all conditions precedents set forth in Section 8 above have not been satisfied on or before the date of Merger Closing. All , then Purchaser may (i) waive such certificatescondition(s) and proceed with this transaction, legal opinions (ii) delay the Closing until the satisfaction of such conditions precedent, or (iii) declare this transaction null and other instruments void, in which event Purchaser shall receive a refund of the Deposit and Purchaser and Seller shall be held relieved of any and all liability hereun- der. The Closing shall take place via escrow or at the office of the Title Company or such other place as the parties may mutually agree. At Closing, such documents as may be necessary to complete this trans- action shall be executed and/or delivered by Purchaser and Seller. Notwithstanding the foregoing, Pur- chaser may elect to an earlier Closing date if it determines, in escrow by ▇▇▇▇▇▇its sole discretion that it is in its best interest to consummate a Closing prior to the time framed stated within this Section 9. Notwithstanding anything to the contrary herein, ▇'▇▇▇▇▇▇▇the Inspection Period shall be automatically extended fifteen days after the munici- pality has granted full and final approval of the Purchaser’s desired applications, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between and the Merger municipality’s full and final approval of the Purchaser’s proposed use of the Real Estate shall be a condition precedent to Closing and the Effective Time Deposit being non-refundable. At Closing, the following documents, in such form and content as are reasonably satisfactory to Pur- chaser, 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 executed by Seller and/or delivered to cause each of the conditions set forth in Article 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closing.Purchaser:

Closing. Unless Provided that all conditions precedent to the Closing have been satisfied, and this Agreement is has not otherwise been rightfully terminated pursuant to Section ------- 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)its terms, the closing of the Merger conveyance and purchase of the Property (herein called the "Closing") shall occur on or before December 15, 2002 (the "Merger ClosingClosing Date") will ). The Closing shall 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 the Title Company. At the Closing, the following shall occur: (a) Seller shall deliver to Buyer the following: (i) a Special Warranty Deed (the "Deed") conveying fee simple title to the Property to Buyer free of any exceptions other than the Permitted Encumbrances; (ii) at Seller's expense, an ALTA extended coverage owner's title insurance policy issued by the Title Underwriter in the amount of the Purchase Price insuring Buyer that Buyer holds fee title to the Property subject only to (a) the standard printed exceptions including the following modifications to the standard typed or printed exceptions in the Title Binder: (1) the restrictive covenants exception shall be deleted if the Title Binder does not list any restrictive covenants as exceptions to title; (2) the standard exception for current taxes shall except only to taxes for the year in which the Closing occurs and shall indicate that such taxes are not yet due and payable; (3) the exception for any discrepancies, conflicts, encroachments, or any overlapping of improvements shall be deleted; (4) the exception for rights of tenants and other parties in possession shall be deleted (other than with respect to Seller's rights as a tenant in possession under the Lease (hereinafter defined); (5) the standard survey exception shall be deleted and replaced with those items (if any) that are specifically disclosed by the Survey, and (6) the mechanics lien exception shall be deleted; and (b) the Permitted Encumbrances (the "Title Policy"). (iii) an assignment of all Intangibles; (iv) all licenses, permits, and governmental certificates and approvals relating to the Property, to the extent the same are assignable; (v) Intentionally Deleted; (vi) an affidavit from Seller and any other parties required pursuant to Section 1445 of the Internal Revenue Code and/or regulations relating thereto stating, under the penalty of perjury, (1) that neither Seller nor any other party so swearing is a foreign person, (2) the U.S. Taxpayer identification number of Seller and such other parties, if any, and (3) such other information as may be required by regulations enacted by the U.S. Department of the Treasury in connection with Section 1445 of the Internal Revenue Code. An executed counterpart of this affidavit will be furnished to the Internal Revenue Service and Buyer at Closing; (vii) Intentionally Deleted; (viii) such evidence as may be reasonably required by Buyer or the Title Company evidencing the status and capacity of Seller and the authority of the person or persons who are executing the various closing documents on behalf of Seller in connection with this Agreement; (ix) such affidavits, indemnities, and other documents as the Title Company may require from Seller as a condition to issuing the Owner's Title Policy in accordance with Paragraph 10(a)(ii), including a "Mechanics Lien Affidavit" and a so-called "Seller's Affidavit" or "Gap Affidavit", in each case in form and substance reasonably acceptable to Seller; and (x) Such other documents as Seller and Buyer may have agreed to deliver at the Closing. All closing documents shall be prepared by Buyer and shall be consistent with this Agreement and with custom and usage for similar type transactions. (b) Buyer shall pay the Purchase Price to the Title Company in the form of immediately available funds. (c) General real estate taxes for the then current year relating to the Property shall be prorated as of the Closing Date. If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be made on the basis of the tax rate for the immediately preceding year applied to the latest assessed valuation of the Property, provided that, if the taxes actually due for the current year are more or less than the taxes for the preceding year, then within thirty (30) days after the issuance of the then current year's tax bill, Seller and Buyer shall adjust the proration of such ▇▇▇▇▇▇s and Seller or Buyer, ▇'▇▇▇▇▇▇▇as the case may be, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time shall pay to the other any amount required as a result of such adjustment; this covenant shall not merge with the deed delivered hereunder but shall survive the Closing. All special taxes or 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 assessments assessed 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 Closing Date shall be delivered at the Merger Closingpaid by Seller, and each such certificatethose assessed after the Closing Date shall be paid by Buyer. (d) All income from, legal opinion or other instrument shalland expenses of, except the Property, if any, including but not limited to the extent otherwise provided in Article 7public utility charges, interest, maintenance charges, and service charges, shall be dated prorated 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 To the event extent that information for any such proration is not available at the Effective Time and Financing Closing Date occur on a date other than the fifth business day following the Merger Closing, all the parties shall effect such certificatesproration within ninety (90) days after Closing. If, legal opinions and instruments however, the proration of any item of income or expense cannot be made within ninety (90) days after the Closing, then the proration of such item shall be re-dated as of made within ten (10) days after the Financing Closing Dateinformation relating to such item becomes available. The Company, provisions of this subparagraph (d) shall survive the Principal Stockholder, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts to cause each of the conditions set forth in Article 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closing.

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 (a) The closing of the Merger transactions provided for herein (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, shall occur at the offices of Cummings & Lockwood at City▇▇▇▇▇ ▇, 1▇▇ ▇▇▇▇▇▇m Street, ▇'▇▇▇▇▇▇▇36th Floor, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇Hartford, llpConnecticut or at such other place as shall be determined by Buyer and Seller, unless another dateon April 30, time 1999; provided, however, that if any of the conditions provided for in Articles VII and VIII hereof shall not have been met or place is agreed to in writing waived by Seller or by Buyer, as the case may be, 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 scheduled Closing Date, then the party which is expected unable to occur no later than meet such condition or conditions shall be entitled to postpone the Closing by notice to the other party to such effect until such condition or conditions shall have been met (which such party will seek to cause to happen at the earliest practicable date) or waived (such postponed Closing to be held on five business days following notice from the date of Merger postponing party to the other party), but in no event shall such postponements extend past June 30, 1999. At the Closing. All , Seller and Buyer shall deliver, or cause to be delivered, to the other such certificates, legal opinions receipts or other documents or instruments, in addition to those specifically provided for herein, as may reasonably be requested by the other and other instruments shall be held in escrow by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between as are customary for transactions of the Merger type contemplated hereunder. The date on which the Closing and occurs is hereinafter referred to as the Effective Time and shall be released from escrow concurrently with the Effective Time on the Financing "Closing Date. In ." (b) At the event that Closing, Seller shall deliver to Buyer: (i) stock certificates representing all of the Effective Time Common Stock, (ii) a mutual release between Seller and Financing Closing Date occur on a date its affiliates (other than SICH) and McGee in the fifth business day following form of Exhibit ▇-▇; (iii) a mutual release between SICH and McGee in the Merger Closing, all such certificates, legal opinions form of Exhibit ▇-▇; (iv) a mutual release between CI and instruments shall be reMcGee in the form of Exhibit ▇-dated as of the Financing Closing Date. The Company▇ (collectively, the Principal Stockholder, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts to cause each of the conditions set forth in Article 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a"Releases"), (c), (f), ; and (hv) a noncompetition agreement in the form attached hereto as Exhibit B (the "Noncompetition Agreement"), to be satisfied prior to the Merger Closing.

Closing. Unless this Agreement is terminated pursuant (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall take place on the third (3rd) Business Day following the satisfaction or waiver of each of the conditions to Section ------- 8.1 Closing set forth in Sections 2(d), 2(e) and 2(f) (other than those conditions that by their terms are to be satisfied at the Merger and the Transactions have been abandonedClosing, and but subject to the satisfaction or, if possible, or waiver of such conditions at Closing). The date on which the Closing shall occur is referred to as the “Closing Date”. (b) At least three Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date, and (ii) the wire instructions for delivery of the Purchase Price to the Company. (c) At the Closing: i. Subscriber shall deliver via wire transfer to the account specified in the Closing Notice, the Purchase Price in cash. ii. The Company shall deliver to Subscriber against the payment of the Purchase Price thereof (i) the Subscribed 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 as set forth in Article 7 other than Section 7.1(dherein), registered in the closing name of the Merger Subscriber (the "Merger Closing") will take place on the date designated by VIALOG by written notice or its nominee in accordance with Article 11 hereof delivered at least three its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (3ii) days prior a statement of the Company’s transfer agent (the “Transfer Agent”) confirming the issuance and delivery of the Subscribed Shares to Subscriber (or such datenominee or custodian). (d) The Closing shall be subject to the satisfaction or valid waiver in writing by both the Company, at on the offices one hand, and Subscriber, on the other, of the conditions that, on the Closing Date: (i) the waiting period (and any extension thereof) applicable to the Subscription under the H▇▇▇-▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇-▇▇▇▇▇▇ & ▇▇▇▇▇▇Antitrust Improvements Act of 1976, llpas amended (“HSR Act”) shall have expired or been terminated; and (ii) no applicable governmental authority shall have enacted, unless another dateissued, time promulgated, enforced or place entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is agreed then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting the consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition. (e) The obligation of the Company to consummate the Closing shall be subject to the satisfaction or valid waiver in writing by the Parties Company of the additional conditions that, on the Closing Date: (i) (x) the Subscriber Fundamental Representations shall be true and correct in all material respects at and as of the Closing Date (other than any Subscriber Fundamental Representations expressly made as of an earlier date, which shall be true and correct in all material respects as of such date), and (y) all other representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct (without giving effect to the words “materially”, “material”, “Subscriber Material Adverse Effect” and similar qualifications) at and as of the Closing Date (other than any representations and warranties expressly made as of an earlier date, which shall be so true and correct at and as of such date) except where the failure to be so true and correct has not had, or would not reasonably be expected to have, individually or in the aggregate, a Subscriber Material Adverse Effect (it being understood and agreed that consummation of the Closing shall constitute a reaffirmation by Subscriber of each representation and warranty of Subscriber contained in this Subscription Agreement as of the Closing Date to the materiality standards specified in this clause (i)); and (ii) Subscriber shall have performed, satisfied and each Participating Agreement. Counsel for the Parties complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to this Agreement and each Participating Agreement will hold a pre-closing one day be performed, satisfied or complied with by it at or prior to the Merger Closing, at . (f) The obligation of Subscriber to consummate the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, for the purpose of finalizing all documents to Closing shall be signed at the Merger Closing. All certificates, legal opinions and other instruments required to be delivered in order to satisfy the conditions subject to the obligations satisfaction or valid waiver in writing by Subscriber of the Parties to effect additional conditions that, on the Merger set forth in Article 7 below Closing Date: (i) (x) the Company Fundamental Representations shall be delivered true and correct in all material respects 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 DateDate (other than any Company Fundamental Representations expressly made as of an earlier 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 true and correct in escrow by ▇▇▇▇▇▇all material respects as of such date), ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between and (y) all other representations and warranties of the Merger Closing and the Effective Time and Company contained in this Subscription Agreement shall be released from escrow concurrently with true and correct (without giving effect to the Effective Time on the Financing Closing Date. In the event that the Effective Time words “materially”, “material”, “Company Material Adverse Effect” and Financing Closing Date occur on a date other than the fifth business day following the Merger Closing, all such certificates, legal opinions similar qualifications) at and instruments shall be re-dated as of the Financing Closing Date. The CompanyDate (other than any representations and warranties expressly made as of an earlier date, which shall be true and correct at and as of such date) except where the Principal Stockholderfailure to be so true and correct has not had, VIALOG or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (it being understood and VIALOG Merger Subsidiary shall use their respective best efforts to cause each agreed that consummation of the Closing shall constitute a reaffirmation by the Company of each representation and warranty of the Company contained in this Subscription Agreement as of the Closing Date to the materiality standards specified in this clause (i)); (ii) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions set forth in Article 7 reasonably capable of being required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Merger Closing; and (iii) there shall not have occurred a Company Material Adverse Effect that is continuing as of the Closing. (g) At least three Business Days prior to the Closing, Subscriber shall deliver all such information as is reasonably requested in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), a duly completed and (h), to be satisfied prior to the Merger Closingexecuted Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 4.1 The Closing Date shall be on March 5, 2021 (the “Closing Date”) or such other date as the Company and the Merger Investor may agree upon in writing. 4.2 At Closing, the Parties shall perform all the actions necessary to perform this agreement and to fulfil the Transactions obligations indicated under this Article 4, provided that all actions at Closing shall be considered to occur simultaneously and, unless all of the following is satisfactorily completed, the Closing and any of the transactions here below shall be deemed not to have been abandonedoccurred. 4.3 On the Closing Date, the Parties shall perform the following acts and fulfil the following requirements (the “Closing”): (a) Energica shall procure that the New Shares are credited through the facilities and in accordance with the procedures of Monte Titoli S.p.A. to an account or accounts designated by the Investor. Against delivery of the New Shares, the Investor shall pay or procure there to be paid an amount in Euros equal to the number of New Shares multiplied by the Subscription Price, in same-day funds to an account or accounts designated by Energica; (b) Energica shall perform all filings, entries and registrations with the competent Authorities (including the competent Companies’ Register) necessary in connection with the subscription of the Capital Increase and payment of the relevant Subscription Price by the Investor (including in order for such subscription to become effective and enforceable vis-à-vis any third Person); (c) the Parties shall execute and deliver any such other actions and documents that are contemplated by this agreement or that may be reasonably required by applicable Laws and regulations in order to complete the Transaction set forth in this agreement or in connection therewith. 4.4 The effect of the Closing is subject to the satisfaction orproper fulfilment of all obligations provided for in Paragraph 4.3, if possible, waiver which – irrespective of conditions set forth in Article 7 other than Section 7.1(d)the timeline of their fulfilment – shall be regarded as simultaneously fulfilled as part of a single and indivisible act. 4.5 All acts that will be carried out, the closing agreements that will be entered into and the documents that will be executed or exchanged on the Closing (jointly, the “Executive Acts”) shall merely enforce the covenants contained in this Agreement. Therefore, none of the Merger (Executive Acts shall have 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 effect to such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time novate or place is agreed to in writing by the Parties to amend 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 covenants contained herein shall prevail in any case 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 conflict 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger ClosingExecutive Acts.

Closing. Unless (a) The closing of the Tranche 1 Purchase (the “Tranche 1 Closing”) shall take place on August 13, 2024 or as soon as practicable thereafter following the satisfaction or waiver (to the extent permitted by applicable law) of all of the conditions set forth in this Agreement is terminated pursuant Article II (other than such conditions that by their nature are to Section ------- 8.1 and be satisfied at the Merger and the Transactions have been abandonedClosing, and but subject to the satisfaction or, if possible, or waiver of such conditions at or prior to the Closing). The closing of the Tranche 2 Purchase (the “Tranche 2 Closing”, with each of the Tranche 1 Closing and the Tranche 2 Closing being referred to as a “Closing”) shall take place on September 13, 2024, or as soon as practicable thereafter following the satisfaction or waiver (to the extent permitted by applicable law) of all of the conditions set forth in this Article 7 II (other than Section 7.1(dsuch conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at or prior to the Closing) (the date on which each Closing actually occurs, the “Tranche 1 Closing Date” or the “Tranche 2 Closing Date”, as applicable, with each being referred to as a “Closing Date”), the closing by electronic exchange 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llpdeliverables, unless another date, time or place is agreed to in writing by the Parties to this Agreement and each Participating Agreement. Counsel for parties hereto. (b) At the Parties to this Agreement and each Participating Agreement will hold a pre-closing one day prior Tranche 1 Closing, (i) the Company shall issue to the Merger Purchaser the Tranche 1 Shares, (ii) the Purchaser shall cause a wire transfer to be made in immediately available funds to an account of the Company designated in writing by the Company to the Purchaser in an amount equal to the Tranche 1 Purchase Price and (iii) the Purchaser shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or Form W-8, as applicable. (c) At the Tranche 2 Closing, at (i) 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 Company shall issue to the obligations of Purchaser the Parties to effect Tranche 2 Shares, (ii) the Merger set forth in Article 7 below Company shall be delivered at the Merger Closing, execute and each such certificate, legal opinion or other instrument shall, except deliver to the extent otherwise provided in Article 7Purchaser the Warrant, be (iii) the Company and the Purchaser shall execute one or more certificates dated as of the anticipated Financing date of the Tranche 2 Closing that the respective conditions to such closing have been satisfied as of such date and (iv) the Purchaser shall cause a wire transfer to be made in immediately available funds to an account of the Company designated in writing by the Company to the Purchaser in an amount equal to the Tranche 2 Purchase Price. (d) Neither party shall be obligated to effect the Tranche 1 Purchase or the Tranche 2 Purchase, as applicable, if (i) a statute, rule or regulation that prohibits such purchase shall have been enacted, issued, enforced or promulgated and remains in effect by any Governmental Entity or if there shall be an Order or injunction of a court of competent jurisdiction prohibiting or making illegal the consummation of such purchase or (ii) in the case of the Tranche 2 Purchase, the Nasdaq Proposal has not been approved. (e) The obligations of the Purchaser to effect the Tranche 1 Purchase or the Tranche 2 Purchase, as applicable, are subject to the satisfaction or written waiver by the Purchaser of the following conditions as of the applicable Closing: (i) (A) the representations and warranties of the Company set forth in Section 3.01(a), Section 3.01(c), Section 3.01(g), Section 3.01(h)(i), Section 3.01(t) and Section 3.01(aa) shall be true and correct in all material respects on and as of the date hereof and the relevant Closing Date, which is expected to occur no later than five business days following (B) the date representations and warranties of Merger Closing. All such certificates, legal opinions and other instruments the Company set forth in Section 3.01(b) shall be held true and correct in escrow by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between the Merger Closing all respects on 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 date hereof (other than de minimis inaccuracies), (C) the representations and warranties of the Company set forth in Section 3.01(j)(ii) shall be true and correct on and as of the date hereof and the relevant Closing Date and (D) the other representations and warranties of the Company set forth in Section 3.01 shall be true and correct on and as of the date hereof and the relevant Closing Date (without giving effect to materiality, Material Adverse Effect, or similar phrases in the representations and warranties), except where the failure of such representations and warranties referenced in this clause (C) to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; (ii) the Company shall have entered into Voting Agreements in respect of Company Common Stock that represent at least 35% of the voting power of the Company Common Stock outstanding as of the Tranche 1 Closing Date. ; and (iii) the Company shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (f) The Company, obligations of the Principal Stockholder, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts Company to cause effect the each of the Tranche 1 Purchase and the Tranche 2 Purchase are subject to the satisfaction or waiver by the Company of the following conditions as of the relevant Closing: (i) (A) the representations and warranties of the Purchaser set forth in Article 7 Section 3.02(a), Section 3.02(b)(i), Section 3.02(b)(iii) and Section 3.02(e) shall be true and correct in all material respects on and as of the date hereof and the relevant Closing Date, and (B) the other representations and warranties of the Purchaser set forth in Section 3.02 shall be true and correct on and as of the date hereof and the relevant Closing Date (without giving effect to materiality or similar phrases in the representations and warranties), except where the failure of such representations and warranties referenced in this clause (B) to be so true and correct, individually or in the aggregate, would not reasonably capable be expected to prevent, materially impair or materially delay the ability of being satisfied the Purchaser to consummate the Transactions; and (ii) the Purchaser shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closingrelevant Closing Date.

Closing. Unless this Agreement The closing of the Buyer’s purchase of the Seller’s Interests (the “Call Right Closing”) will be completed at the principal office of the Company on the date which is terminated thirty (30) days after the determination of the Purchase Price pursuant to Section ------- 8.1 7.6(b) 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 determination of the Purchase Price pursuant to Section 7.6(b) or (c). At the Call Right Closing, (i) the Buyer shall pay the Purchase Price in the manner specified in Section 7.6(f), (ii) the Seller shall deliver certificates (if any) representing the Interests to be sold, free and clear of any Liens (other than those contained in this Agreement), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, (iii) the Merger and the Transactions have been abandoned, and subject Seller shall represent in writing to the satisfaction orBuyer that such Interests are owned of record and beneficially by such Seller, if possible, waiver free and clear of conditions set forth in Article 7 all Liens (other than Section 7.1(dthose contained in this Agreement), (iv) Seller shall cause its appointed Board Members to resign effective immediately after the closing of the Merger Call Right Closing, (the "Merger Closing"v) will take place on the date designated by VIALOG by written notice in accordance each party shall execute and deliver a mutual release with Article 11 hereof delivered at least three (3) days respect to all claims arising under this Agreement prior to such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 form reasonably acceptable 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f)parties, and (h)vi) each party shall, and shall cause its Affiliates, to be satisfied prior execute and deliver any amendments to the Merger ClosingRelated 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 additional documents as are otherwise reasonably necessary or appropriate to consummate the transactions contemplated hereby.

Closing. Unless this Agreement is terminated pursuant (a) The Closing ("Closing") of the sale of the Property by Seller to Section ------- 8.1 Purchaser (and of the Merger other related transactions contemplated hereby) shall occur through the office of the Title Company in Washington, DC at: (i) 10:00 a.m. on February 7, 2001; or (ii) or at such other location and time as the Transactions have been abandonedparties shall mutually agree upon, and subject to the satisfaction or, if possible, waiver of conditions set forth adjournments as expressly provided for in Article 7 other than Section 7.1(d), the closing of the Merger this Contract (the "Merger ClosingClosing 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") will take place shall be held on the date designated by VIALOG by written notice in accordance with Article 11 hereof delivered business day immediately preceding the Closing Date at least three (3) days prior to such date, 10:00 a.m. at the offices of the Title Company (or at such other location as the parties shall mutually agree upon). (i) Purchaser shall 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 ▇▇▇▇▇▇ ▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed to shall so notify Seller in writing by and the Parties to this Agreement and each Participating Agreement. Counsel for Closing Date shall be extended until April 6, 2001. (c) Rents paid or payable under 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 Lease and accrued but unpaid interest under the purpose Existing Debt (if assumed by Purchaser) shall be prorated at Closing and all amounts of finalizing all documents to be signed at the Merger Closing. All certificates, legal opinions rent 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇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 benefit of Purchaser). (d) At the Pre-Closing Conference, all of the following shall occur, all of which shall be deemed concurrent conditions: (i) Seller, at Seller's sole cost and 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 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 of Seller's interest in and to all Permits, 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 ClosingAgreements, all such certificatesWarranties, 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closing.Studies and

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 The closing of the Merger Reorganization (the "Merger Closing") will shall take place on the date designated by VIALOG by written notice which is 45 business days after the last to occur of the following ("Scheduled Date"), unless Summit shall designate a date for the Closing which is prior to the Scheduled Date in a writing ("Closing Notice") designating a Determination Date in accordance with Article 11 hereof Section 9.02(e)(i) below and delivered to NMBT at least three five (35) business days prior to the date designated therein for Closing, or unless prior to the Scheduled Date the parties agree to a different date: (i) the date of the approval of the Reorganization by the shareholders of NMBT in accordance with Section 7.09; (ii) if the transactions contemplated by this Agreement are being contested in any legal proceeding, the date that such dateproceeding has been brought to a conclusion favorable, in the judgment of Summit and NMBT, to the consummation of the transactions contemplated herein or such prior date as Summit and NMBT shall elect, whether or not such proceeding has been brought to a conclusion; or (iii) the date of receipt of the last of the Required Consents or the date that all waiting periods required by statute or incorporated into such Required Consents have expired; and the date of Closing determined in accordance with the foregoing provisions is referred to herein as the "Closing Date". The Closing shall take place at the offices office of ▇Summit, 301 Carnegie Center, Prin▇▇▇▇▇, ▇'▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇ ▇▇:▇▇ ▇.▇▇. on the date the Closing is held, llpunless the parties agree to a different place or commencement time. At the Closing, for the purpose of finalizing all documents to be signed at the Merger Closing. All parties will exchange certificates, legal opinions and other instruments required to be delivered in order to satisfy documents for the purpose of determining whether the conditions precedent to the obligations of the Parties to effect the Merger parties set forth in Article 7 below shall be delivered at the Merger Closing, and each such certificate, legal opinion herein have been satisfied 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 Datewaived. In the event that pursuant to the Effective Time and Financing Closing Date occur on a date other than Reorganization Election Summit elected the fifth business day following the Merger ClosingReorganization method provided for at Section 1.01(a)(1), Summit shall, after all such certificatesconditions to Closing have been satisfied or waived, legal opinions cause the NJ Certificate to be filed with the Secretary of State of the State of New Jersey and instruments the Delaware Certificate to be filed with the Secretary of State of the State of Delaware. In the event that pursuant to the Reorganization Election Summit elected the Reorganization method provided for at Section 1.01(a)(2), Summit shall, after all such conditions to Closing have been satisfied or waived, cause the appropriate certificate of merger, articles of merger, or both to be filed with the proper state jurisdictional authorities to effect the Reorganization intended by this Agreement. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be re-dated as of the Financing Closing Date. The Companydeemed so taken, the Principal Stockholder, VIALOG executed and VIALOG Merger Subsidiary shall use their respective best efforts to cause each of the conditions set forth in Article 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f)delivered simultaneously, and (h)no proceedings shall be deemed taken or any documents executed or delivered until all have been taken, to be satisfied prior to the Merger Closingexecuted or delivered.

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 (a) The closing of the Merger this transaction (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, shall occur at the offices office of Berlin ▇▇▇▇▇▇ ▇▇▇▇▇▇, PLLC, f/k/a ▇'▇▇▇▇▇- ▇▇▇▇▇▇, PLLC, whose address is ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇3423, llpor at such other place as Developer may designate, unless another on the date and at the time specified by Developer (the “Closing Date”). Developer will notify Buyer of the date, time or and place of the Closing in advance of that date when, in Developer’s opinion, the Property will be ready for occupancy, as evidenced by an issuance of a Certificate of Occupancy; provided, however, that Developer may by notice to Buyer defer the Closing if a Certificate of Occupancy is agreed to in writing not issued by the Parties tentatively scheduled Closing Date. If Buyer fails, for any reason, to close at the date, time and place specified by the Developer, the Developer shall have the option either to (i) declare Buyer in default and seek remedies provided in this Agreement below, or (ii) charge Buyer $300.00 per day for each day after the Closing Date so specified by Developer until and each Participating including the date of actual Closing. Such sums shall be due and payable in full at Closing. If Developer agrees to an extension of the Closing Date for more than 10 days, Developer may condition such extension on Buyer first prepaying Developer the amount for such extension. Amounts payable for extensions pursuant hereto are liquidated damages, and not a penalty, and are intended to reimburse Developer for all expenses, costs, and damages it may incur as a result of Buyer’s delay, it being agreed that actual damages are impractical or very difficult to determine. Any scheduled completion date is a good faith estimate only, and Developer makes no promise or guaranty concerning the date of completion and Buyer agrees that he has not and will not rely upon any estimated completion date for any purpose, except that the provisions of Paragraph 12(c) above shall control. Provided however, if the Property is completed and ready for occupancy, as evidenced by a Certificate of Occupancy, as of the date Buyer signs this Agreement. Counsel for , then 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇Closing Date ▇▇▇▇▇ & ▇▇ (▇▇▇▇) At least five (5) days prior to Closing, llpDeveloper shall notify Buyer that the Property is ready for formal pre-Closing inspection by the Buyer, accompanied by Developer’s authorized representatives. Such notice shall specify a date and time for the purpose of finalizing all documents such inspection, commonly called a “walk-thru.” If Buyer is unable 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 conduct a personal inspection of the Parties Property, Buyer shall designate a person(s) to effect inspect the Merger set forth in Article 7 below Property on his behalf and the inspection activities of such representative shall be delivered at binding upon the Merger ClosingBuyer. If a Buyer, and each such certificateor Buyer’s representative, 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 7 reasonably capable of being satisfied does not inspect prior to the Merger Closing, includingBuyer shall be deemed to have waived his right to such an inspection. During such inspection, without limitationBuyer, or Buyer’s representative, and a representative of the Developer shall prepare and execute a “punch list” of items yet to be completed or corrected. The existence of such a punch list is acknowledged by Buyer as customary, and shall not be deemed a reason to delay Closing, to withhold any part of the Purchase Price at Closing, nor to impose any other condition on Closing. By inspecting the Property and executing a punch list with Developer’s representative, Buyer shall be deemed to have accepted the condition of the Property, subject only to completion of the work specified in the punch list. Developer will exercise reasonable diligence to complete the work specified in the punch list, and shall, if at all possible, complete same within forty-five (45) days after Closing, unless materials are not readily available or there are other reasons beyond the control of Developer. Buyer’s failure to inspect the Property, either personally or through a representative, or to make and agree upon a punch list with the Developer’s representative, shall be deemed an unconditional acceptance by Buyer of the condition of the Property, Closing shall occur as scheduled, and Buyer shall be deemed to have released Developer from liability for any incomplete work or visible defects not specifically noted. With respect Developer’s completion of the punch list items, Buyer will provide Developer’s representatives, at pre-arranged appointment times, with access to the Property after Closing during Developer’s regular work hours in order for the punch list to be completed. Once Developer has completed the items on the punch list, Buyer agrees that he will promptly execute an acknowledgement that the punch list items have been completed. Except for completion by Developer of the agreed upon punch list items, the conditions set forth in Sections 7.1(a), Closing of this transaction and acceptance of the deed shall be conclusive of the compliance by Developer of Developer's obligations under this Agreement. The provisions of this paragraph shall survive the Closing. (c)) Risk of loss pertaining to the Property, (f), and (h), to be satisfied prior to the Merger Closing, shall be borne by Developer.

Closing. Unless this Agreement is terminated The closing of the purchase of New Securities subscribed for by the Holders under (i) Section 8(b) shall be held at the executive office of the Corporation at 11:00 a.m., local time, on (A) the fifteenth (15th) Business Day after the giving of the New Issuance Notice pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, and subject to the satisfaction or8(a), if possible, waiver the Holders elect to purchase all of conditions set forth in Article 7 other than the New Securities under Section 7.1(d8(b), or (B) the proposed date of the closing of the Merger sale to the Subject Purchaser if the Holders elect to purchase some, but not all, of the New Securities under Section 8(b), (ii) Section 8(c) shall be held at the "Merger Closing") will take place executive office of the Corporation at 11:00 a.m., local time, on the fifteenth (15th) Business Day after the date of the offer specified under Section 8(c)(ii), or (iii) with respect to each of the immediately preceding clause (i) and clause (ii), at such other time and place as the parties to the transaction may reasonably agree in writing. At such closing, as applicable, the Corporation shall (or shall cause its applicable Subsidiary to) deliver certificates (to the extent that the Corporation or its applicable Subsidiary has certificated shares) representing the New Securities to the participating Holders, and such New Securities shall be issued free and clear of all liens (other than those arising hereunder or pursuant to applicable law and those attributable to actions by the purchasers thereof) and the Corporation shall (or shall cause its applicable Subsidiary to) so represent and warrant, and further represent and warrant that such New Securities shall be, upon issuance thereof to the Holders and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. Each Holder purchasing the New Securities shall deliver at the closing payment, to the bank account designated by VIALOG the Corporation, in full in immediately available funds for the New Securities purchased by written notice such Holder. At such closing, all of the parties to the transaction shall execute such additional documents as the Corporation may reasonably request to effectuate the closing. Notwithstanding the foregoing, if the closing of a sale or issuance of New Securities is not consummated within a six (6)-month period (plus such number of additional days (if any) necessary to allow the expiration or termination of all waiting periods under antitrust laws applicable to such sale) after the date upon which an applicable New Issuance Notice is delivered or if the principal terms of such sale change such that the terms are less favorable in any material respect to the Holders than those in the New Issuance Notice, then the restrictions provided for herein shall again become effective, and no issuance or sale of New Securities may be made thereafter by the Corporation or its applicable Subsidiary without first offering such New Securities to the Holders in accordance with Article 11 hereof delivered at least three (3) days prior to such datethis Section 8. Notwithstanding any other provision of this Section 8, at there shall be no liability on the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 part of the Parties Corporation, any of its Subsidiaries or any Holder to effect any Holder arising from 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 failure of the anticipated Financing Closing Date, which is expected Corporation or its applicable Subsidiary to occur no later than five business days following consummate the date sale 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger ClosingNew Securities for any reason.

Closing. Unless (a) The sale and purchase of the Purchased Assets and the consummation of the other transactions contemplated by this Agreement is terminated pursuant to Section ------- 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 shall take place (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 ▇▇▇▇▇▇Skadden, ▇'▇▇▇▇▇▇▇Arps, ▇Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, ▇ (Illinois) at 10:00 A.M. Chicago time on the day this Agreement is signed or at such other place is agreed to and time as (a) Seller and Purchaser may mutually agree upon in writing by (the Parties day on which the Closing takes place being the "Closing Date"). (b) At the Closing (or where indicated, following the Closing), Seller shall: (i) deliver or cause to this Agreement be delivered to Purchaser or its designee a duly executed assignment 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇of sale, llpsubstantially in the form of Exhibit A attached hereto, for transferring the purpose Purchased Assets to Purchaser; (ii) cause the originals of finalizing all documents each of the lease schedules included in the Purchased Assets to be signed segregated and delivered to Purchaser at a mutually agreed specified location; (iii) cause copies of each master lease included in the Merger Closing. All certificatesPurchased Assets, legal opinions certified by Seller to be true, complete and other instruments required correct, to be delivered in order to satisfy Purchaser within seven (7) business days after the conditions Closing Date; (iv) cause copies of each (i) letter of credit, or (ii) Guaranty, to the obligations extent, but only to the extent, relating to any Lease in the Purchased Assets (collectively, "Credit Enhancements"), certified by Seller to be true, complete and correct, to be delivered to Purchaser within seven (7) business days after the Closing Date; (v) deliver or cause to be delivered to Purchaser or its designee the guaranty to be entered into between Parent and Purchaser, substantially in the form of Exhibit B attached hereto, duly executed by Parent and Purchaser (the "Parent Guaranty"); (vi) deliver or cause to be delivered to Purchaser or its designee a UCC-1 Financing Statement to be filed in the office of the Parties Secretary of State of the State of Michigan, in a form sufficient to effect perfect the Merger set forth in Article 7 below shall security interest, naming Seller as debtor and Purchaser as secured party and describing the Leases as collateral; (vii) deliver or cause to be delivered at to Purchaser or its designee acknowledgement copies of UCC-1 Financing Statements previously filed for each lease schedule; and (viii) deliver or cause to be delivered to Purchaser or its designee evidence of the Merger Closingrelease from any Lien incurred on the Purchased Assets in favor of Citicorp North America, and each such certificate, legal opinion or other instrument shall, except Inc. for the benefit of the Transferees (as defined herein) pursuant to the extent otherwise provided in Article 7Lease Receivables Transfer Agreement among Seller, be Corporate Asset Funding Company, Inc., Citicorp North America, Inc. and other parties thereto, dated as of October 20, 1999 (as amended) (the anticipated Financing Closing Date"Lease Receivables Transfer Agreement"). (c) At the Closing, which is expected Purchaser shall deliver or cause to occur no later than five business days following be delivered to Seller: (i) the date Purchase Price by wire transfer in immediately available funds to an account or accounts designated by Seller; (ii) a duly executed assumption agreement, substantially in the form of Merger Closing. All such certificatesExhibit C, legal opinions evidencing the assumption by Purchaser of the Assumed Liabilities; (iii) a duly acknowledged Parent Guaranty; and (iv) a completed and other instruments shall be held executed certificate in escrow by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between a form substantially similar to Schedule 1.8(c)(iv) (or otherwise as appropriate for 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 applicable taxing jurisdiction) for all states 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger ClosingMaine.

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 9.1 The purchase of the Merger Purchased Securities (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, be completed at the offices of counsel to the Corporation, Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, at ▇▇▇▇ ▇▇▇▇▇, ▇'▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ , at the Time of Closing on the Closing Date, provided that if the Corporation has not been able to comply with any of the conditions to Closing set forth under “Conditions of Closing” by such time, the Time of Closing and Closing Date may be extended by mutual agreement of the Corporation and the Underwriters, failing which the respective obligations of the parties will terminate without further liability or obligation except as set out under Article 10 and Article 12. 9.2 At the Time of Closing, the Corporation shall deliver to the Underwriters: (a) a book-entry only form of certificate representing the Purchased Securities registered in the name of “CDS & ▇▇▇▇▇▇Co.” against payment to the Corporation, llp, unless another date, time or place is agreed as the Corporation may otherwise direct to the Underwriters 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 not less than 48 hours prior to the Merger Time of Closing, at of the offices Purchase Price net of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇the Underwriters’ Fee by wire transfer; (b) the requisite legal opinions and certificate(s) as contemplated above; (c) a letter from each of DBRS and S&P dated the business day before the Closing Date confirming that the Series D Shares are then rated Pfd-3 (low) or better by DBRS and P-3 (high) or better by S&P; (d) evidence satisfactory to the Underwriters and their legal counsel, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, 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, llp between indicating that the Merger Closing Purchased Securities and Series E Shares have been listed for trading on the Effective Time Exchange; and (e) such further documentation as may be contemplated herein. 9.3 All terms and conditions of this offer set forth under “Conditions of Closing” shall be released from escrow concurrently construed as conditions, and any breach or failure to comply with any such terms and conditions shall entitle the Effective Underwriters to elect not to complete the purchase of the Purchased Securities by written notice to that effect given to the Corporation prior to the Time of Closing on the Financing Closing Date. In the event It is understood that the Effective Time Underwriters may waive in whole or in part, or extend the time for compliance with, any of such terms and Financing Closing Date occur on a date conditions without prejudice to their rights in respect of any such terms and conditions or any other than the fifth business day following the Merger Closingsubsequent breach or non-compliance, 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), provided that to be satisfied prior to binding on the Merger ClosingUnderwriters any such waiver or extension must be in writing.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, and subject (a) Subject to the satisfaction or, if possiblewhen permissible, waiver in writing of the conditions set forth in Article 7 other than Section 7.1(d)VII, the closing of the Merger transactions contemplated by this Agreement (the "Merger “Closing"”) will shall take place remotely via the electronic exchange of closing deliveries (i) on the 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 or (ii) on such other date or at such other time or place as the Parties may mutually agree upon in writing. 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 extent otherwise provided for in this Agreement in respect of the Effective Date. (b) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following: (i) evidence of resignations or removals, effective as of the Closing, of the directors, managers and officers of the Company Entities that have been appointed or designated by VIALOG by written notice in accordance with Article 11 hereof delivered at least three (3) days prior to such datepositions by Seller or its Affiliates and that are not employees of the Company Entities, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇with respect to whom ▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time has delivered written notice requesting resignation or 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 removal at least five (5) Business Days prior to the Merger Closing; (ii) a duly executed IRS Form W-9 of Seller (or, at if Seller is treated as an entity disregarded as separate from its regarded owner for U.S. federal income Tax purposes, the offices of ▇▇▇▇▇▇Person that is treated as its regarded owner); (iii) certificate(s) evidencing the Company Interests, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, 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 duly endorsed 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 blank 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 accompanied by transfer powers duly executed by ▇▇▇▇▇▇; (iv) if applicable, ▇'▇▇▇▇▇▇▇duly executed payoff letters (the “Payoff Letters”) and duly executed guarantee and lien release documents contemplated thereunder, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇as applicable, llp between each in form and substance reasonably satisfactory to Buyer and substantially final drafts of which shall have been provided to Buyer at least two (2) Business Days prior to the Merger Closing providing for the satisfaction and discharge of all obligations (other than contingent obligations for which no claim has been made), and the Effective Time and shall be released from escrow concurrently with automatic release of all Liens thereunder, in respect of each item of Payoff Indebtedness (if any), effective upon 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 payment 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 amounts set forth in Article 7 reasonably capable such Payoff Letters at the Closing in accordance with Section 2.2; (v) evidence of being satisfied prior 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 Merger receipt of all required Consents with respect thereto; and (viii) the certificate referred to in Section 7.3(c). (c) At the Closing, includingBuyer shall deliver, without limitationor cause to be delivered, to Seller (i) the conditions set forth certificate referred to in Sections 7.1(a), (c), (fSection 7.2(c), and (h)ii) a duly executed copy of the Harbor Healthcare Agreement, to be satisfied prior subject to the Merger Closingreceipt of all required Consents with respect thereto.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, and subject (a) Subject to the satisfaction or, if possible, waiver terms and conditions of conditions set forth in Article 7 other than Section 7.1(d)this Agreement, the closing of the Merger 1 (the "Merger Closing"“Closing 1”) will shall take place on electronically through the exchange of documents via e-mail as promptly as practical, but in no event later than the date designated by VIALOG by written notice in accordance with Article 11 hereof delivered at least which is three (3) days prior to such date, at Business Days after the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 date on which 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 IX shall have been satisfied or waived (other than those conditions that by their terms are to be delivered satisfied at the Merger Closing 1 or the Closing, and each such certificate, legal opinion or other instrument shall, except but subject to the extent otherwise provided in Article 7, be dated satisfaction or waiver thereof) or such other time and place 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 Acquiror and the Effective Time and shall be released from escrow concurrently with Company may mutually agree in writing. Subject to 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, satisfaction or waiver of 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 7 reasonably capable IX of being satisfied prior 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, including, without limitation, ”) 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 conditions set forth in Sections 7.1(a), (c), (f)Article IX of this Agreement, and (h)provided this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, the Company, the Surviving Company and Acquiror Merger Sub shall cause the Certificate of Merger 2 to be satisfied prior executed, acknowledged and filed with the 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 Merger Closing“Closing Date.” Holdco shall trade publicly on NASDAQ under the new ticker symbol selected by the Company.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 The Closing shall consist of the execution and the Merger delivery of documents by Seller and the Transactions have been abandonedBuyer, as set forth below, and subject delivery by Buyer to the satisfaction or, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d), the closing Seller of the Merger (the "Merger Closing") will take place on the date designated by VIALOG by written notice Purchase Price in accordance with Article 11 hereof delivered the terms of this Agreement. Seller shall deliver to Escrow Agent for the benefit of Buyer at least three Closing the following executed documents: (3a) A Limited Warranty Deed in the form and substance substantially similar as that attached hereto as Exhibit B, except that the “Exhibit B” contained therein shall be replaced with the Permitted Exceptions, as defined in Section 6(a) herein and the “AS-IS” and “WITH ALL FAULTS” language contained therein shall be modified to conform with the representations and disclaimers contained in this Agreement (the “Deed”); (b) An Assignment and Assumption of Lease, Guaranty and Security Deposit, in the form attached hereto as Exhibit C; (c) A ▇▇▇▇ of Sale for the Personalty, if any, in the form attached hereto as Exhibit D; (d) An Assignment of Contracts, Permits, Licenses and Warranties in the form of Exhibit E; (e) An original of the Estoppel Certificate from Tenant and Guarantor dated no earlier than thirty (30) days prior to the date of Closing. The Estoppel Certificate must (i) reflect the business terms of the Lease, (ii) not reflect any defaults, (iii) be fully completed, dated and executed, and (iv) be certified to Buyer and its lender. 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 Estoppel Certificate; (f) To the extent obtained by Seller, estoppel certificates with respect to reciprocal easement agreements as may be reasonably requested by Buyer; (g) A settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (h) All transfer tax statements, declarations and filings as may be necessary or appropriate for purposes of recordation of the deed; (i) Good standing certificates and corporate resolutions or member or partner consents, as applicable, and such dateother documents as reasonably requested by Escrow Agent; (j) Originals of the Warranties (as hereinafter defined) re-issued at Seller’s expense to Buyer or Tenant, at as requested by Buyer; (k) A certificate pursuant to Section 1445 of the offices Internal Revenue Code of ▇▇▇▇▇▇1986, ▇'▇▇▇▇▇▇▇as amended, ▇or the regulations issued pursuant thereto, certifying the non-foreign status of Seller in the form attached hereto as Exhibit M; (l) An owner’s title affidavit as to mechanics’ liens and possession and other matters in customary form reasonably acceptable to Buyer and Escrow Agent; (m) A Letter to Tenant in form of Exhibit H attached hereto, with such changes as Buyer might reasonably require; (n) A bring down certificate with respect to Seller’s representations and warranties provided herein in the form attached hereto as Exhibit N; (o) Certificates of insurance or other evidence reasonably satisfactory to Buyer memorializing and confirming that Tenant is then maintaining policies of insurance of the types and in the amounts required by the Lease, which shall name Buyer and its mortgagee as additional insured parties and/or as loss payees and/or mortgagees, as appropriate, as their respective interests may appear; (p) All records (including originals) within Seller’s or Seller’s managing agent’s possession or reasonably obtainable by such parties reasonably required for the continued operation of the Property, including but not limited to, service contracts, plans, surveys, the Lease, the Guaranty, lease files, licenses, permits, warranties, guaranties, and records of current expenditures for repairs and maintenance; and (q) Such other instruments as are reasonably required by Escrow Agent to close the escrow and consummate the purchase of the Property in accordance with the terms hereof. At Closing, Buyer shall instruct Escrow Agent to deliver the ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇Money, llptogether with all interest earned thereon, unless another dateto Seller which shall be applied to the Purchase Price, time or place is agreed shall deliver the balance of the Purchase Price to Seller and shall execute and deliver execution counterparts of the closing documents referenced in writing by clauses (b), (g) and (h) above. Buyer shall have the Parties 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 and each Participating Agreementhave 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). Counsel Buyer shall have a one-time right to extend the Closing for the Parties up to this Agreement and each Participating Agreement will hold a pre-closing one day thirty (30) business days upon written notice to Seller to be received by Seller on or prior to the Merger Closing, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, date scheduled for the purpose of finalizing all documents 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 signed at the Merger Closingprovided again by Seller. 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 The 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 through the mail 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 delivery of the Financing Closing Date. The Company, closing documents to the Principal Stockholder, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts to cause each of the conditions set forth in Article 7 reasonably capable of being satisfied Escrow Agent on or prior to the Merger Closing, including, without limitation, Closing or such other place or manner as the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closingparties hereto may mutually agree.

Closing. Unless At Closing, the following events shall occur and ASSIGNOR and ASSIGNEE shall execute, acknowledge (if necessary), and exchange, as applicable, the following items: (a) 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 Price, as adjusted by the amount shown on the Preliminary Settlement Statement, by wire transfer in immediately available funds to the 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 Property to be transferred under this Agreement is terminated pursuant to Section ------- 8.1 and substantially in the Merger and the Transactions have been abandoned, and subject to the satisfaction or, if possible, waiver of conditions form set forth in Article 7 other than Section 7.1(d), the closing of the Merger Exhibit D (the "Merger ClosingAssignment Documents"); (e) will take place on ASSIGNOR shall execute and deliver a Nonforeign Affidavit in the date designated form of Exhibit E; (f) ASSIGNOR shall deliver to ASSIGNEE a photostatic copy of the letters from ASSIGNOR to its co-owners in the portions of the Property it operates, resigning as operator for those portions of the Property; (g) If ASSIGNEE is attempting to succeed ASSIGNOR as operator of any of the Property, ASSIGNEE shall prepare and the parties shall execute (i) appropriate change of operator notices and any third party ballots required under applicable operating agreements, and (ii) all applicable forms and declarations required by VIALOG by written notice 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 accordance applicable Related Contracts and other Property; (i) ASSIGNOR and ASSIGNEE shall execute, acknowledge (if necessary) and exchange, as applicable, any applications necessary to transfer to ASSIGNEE all transferable regulatory or governmental permits to which the Property is subject, and which ASSIGNOR has agreed to transfer under this Agreement; (j) ASSIGNEE shall furnish ASSIGNOR with Article 11 hereof delivered at least three evidence acceptable to ASSIGNOR that ASSIGNEE is qualified to hold title to the Leases and other Property with any federal or state agencies, as applicable, and to operate (3should ASSIGNEE become the operator of the Property or a portion thereof) days prior to such datethe Wells, at the offices of ▇▇▇▇▇▇pipelines and facilities associated therewith, ▇'▇▇▇▇▇▇▇, ▇▇▇including c▇▇▇▇▇ & ▇▇▇▇▇▇of all ASSIGNEE's ownership, llpoperational, unless another dateand plugging bonds or other supplemental security arrangements for the Property, time as provided in Section 5.4; (k) ASSIGNEE shall furnish ASSIGNOR with any additional bond as required under Section 5.4; (l) 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 place is agreed secretary's certificate of ASSIGNEE evidencing the authority of ASSIGNEE to in writing by the Parties to enter into this Agreement and each Participating Agreement. Counsel for close the Parties transaction contemplated hereby in a form and having content satisfactory to this Agreement 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 each Participating Agreement will hold a pre-closing one day prior after the Effective Date; and (o) The parties shall execute and deliver any other appropriate assignments, bills of sale, deeds or instruments necessary to transfer the Merger Closing, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, for the purpose of finalizing all documents Property 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 ASSIGNEE or to effect and support the Merger set forth transaction contemplated 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 7 reasonably capable of being satisfied prior to the Merger Closingthis Agreement, including, without limitation, any conveyances on official forms and related documentation necessary to transfer the conditions set forth Property to ASSIGNEE in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closingaccordance with requirements of governmental regulations.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, and subject a. Subject to the satisfaction or, if possible, or waiver of the conditions set forth in Article 7 other than Section 7.1(dSections 2(c) and 2(d), the closing of the Merger Subscription contemplated hereby (the "Merger “Closing"”) will take place shall occur on the date designated by VIALOG by written notice in accordance with Article 11 hereof delivered of, and at least three a time immediately prior to or substantially concurrently with, the closing of the Transaction (3such date, the “Closing Date”). Not less than five (5) business days prior to such datethe anticipated Closing Date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed Issuer shall provide written notice to in writing by Subscriber (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 “Closing Notice”) 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 specifying (i) the fifth business day following anticipated Closing Date and (ii) the Merger Closing, all such certificates, legal opinions and instruments shall be re-dated as wire instructions for delivery of the Financing Closing Date. The Company, Purchase Price to the Principal Stockholder, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts Issuer. b. Subject to cause each the satisfaction or waiver of the conditions set forth in Article 7 reasonably capable Sections 2(c) and 2(d) (other than those conditions that by their nature are to be satisfied at the closing of being the Transaction pursuant to the Transaction Agreement, but without affecting the requirement that such conditions be satisfied or waived at the closing of the Transaction), on the Closing Date: (i) Subscriber shall deliver to the Issuer the Purchase Price for the Acquired Shares no later than one (1) business day prior to the Merger Closing Date (unless otherwise agreed by the Issuer) by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice; and (ii) The Issuer shall deliver to Subscriber the Acquired Shares against and upon payment by the 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 Acquired Shares shall contain a legend in 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 SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. 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 each 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, 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. (iii) no 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 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; (iv) all conditions precedent to the Issuer’s obligation to effect the Transaction set forth in the Combination Agreement shall have been satisfied or waived (other than those conditions that (x) 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 (y) will be satisfied by the 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 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) and the representations contained in Section 3(m), 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 Issuer of each of the representations, warranties and agreements of each 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) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (iii) no 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 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; (iv) 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, 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 the Issuer to consummate the Closing; (v) the terms of the Combination Agreement (as the same exists on the date of this Subscription Agreement) shall not have been amended, modified or waived in a manner that could reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement, including, without limitation, any amendment or waiver of any representation or covenant of the Issuer or Sunlight relating to the financial position or outstanding indebtedness of the Issuer or Sunlight; and (vi) all conditions precedent to the closing of the Transaction set forth in Sections 7.1(athe Combination Agreement, shall have been satisfied or waived (other than those conditions that (x) 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 (y) will be satisfied by the Closing and the closing of the transactions contemplated by the Other Subscription Agreements). e. Prior to or at the Closing, Subscriber shall execute and deliver such additional documents and take such additional actions as the Issuer 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 five (c)5) business days of the Closing, the Issuer shall promptly (f)but not later than three (3) business days thereafter) 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, unless and until this Subscription Agreement is terminated in accordance with Section 7 herein, Subscriber shall remain obligated (h), A) to be satisfied redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to reconsummate the Closing immediately prior to or substantially concurrently with the Merger Closingconsummation of the Transaction.

Closing. (a) Unless this Agreement is terminated pursuant to Section ------- 8.1 otherwise mutually agreed in writing between the Company 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)Parent, the closing of for the Merger (the "Merger “Closing"”) will shall 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, llp, unless another date, time or 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 at 9:00 A.M. (Eastern 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 (the “Closing Date”) following the Merger Closing, all such certificates, legal opinions and instruments shall day on which the last to 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 satisfied or waived of the conditions set forth in Article 7 reasonably capable of being ‎VII (other than those conditions that by their nature are to be satisfied at or immediately prior to the Merger Closing, includingbut subject to the fulfillment or waiver of those conditions) shall be satisfied or waived by the party entitled to the benefit thereof in accordance with this Agreement. For purposes of this Agreement, without limitationthe term “business day” shall mean any day ending at 11:59 p.m. (Eastern Time), other than a Saturday or Sunday or a day on which banks are required or authorized to close in the City of New York. Notwithstanding the foregoing, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Sections 7.1(a), Article ‎VII (c), (f), and (h), other than those conditions that by their nature are to be satisfied at or immediately prior to the Merger Closing, but subject to the fulfillment or waiver of those conditions), then the Closing shall occur instead on the date following the satisfaction or waiver of such conditions that is the earliest to occur of (a) any business day during or before the expiration of the Marketing Period as may be specified by Parent on no fewer than three business days’ prior written notice to the Company and (b) three business days after the final day of the Marketing Period, unless another date is agreed to in writing by Parent and the Company. For purposes of this Agreement, “Marketing Period” means the first period of 15 consecutive business days commencing on the first business day following January 15, 2017 on which Parent shall have the Required Information and such Required Information is Compliant; it being understood and agreed that when the Company in good faith reasonably believes that it has delivered the Required Information, it shall deliver to Parent a written notice to that effect (stating when the Company believes it completed such delivery), in which case the Marketing Period shall be deemed to have commenced on the date specified in such notice, unless Parent in good faith reasonably believes that the Company has not completed delivery of the Required Information and, within three consecutive business days after receipt of such notice from the Company, Parent delivers a written notice to the Company to that effect (stating with specificity which Required Information the Company has not delivered); provided that, for purposes of determining the Marketing Period, such period shall exclude May 26, 2017 and July 3, 2017 and July 5, 2017 and such period shall end on or prior to August 18, 2017, and if such period has not ended on or prior to such date, then such period shall begin on or after September 5, 2017. Notwithstanding the foregoing, the Marketing Period shall not commence and shall be deemed not to have commenced if, at any time during such 15 consecutive business day period, (x) the applicable independent registered accounting firm for the Company shall have withdrawn its authorization letter or audit opinion with respect to any financial statements contained in the Required Information, in which case the Marketing Period shall not be deemed to commence until the time at which, as applicable, a new authorization letter or unqualified audit opinion is issued with respect to the consolidated financial statements for the applicable periods by the Company’s independent registered accounting firm or another independent registered accounting firm acceptable to Parent, (y) the Company or its auditors issues a public statement indicating its intent to restate any financial statements or material financial information included in the Required Information, in which case the Marketing Period shall be deemed not to commence unless and until such restatement has been completed and the applicable Required Information has been amended or it has been concluded that no restatement shall be required or (z) the Company shall have announced that it has entered into any transaction described in Items 1 and 2 set forth in Section ‎6.1(a)(iii) of the Company Disclosure Letter, in which case the Marketing Period shall be deemed to have commenced on the first business day following such announcement.

Closing. Unless this Agreement is terminated pursuant (a) Subject to Section ------- 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(d3.1(b), the closing of the Merger (the "Merger Closing") Stockholders agree that they will also 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 actions and execute such documents and instruments as shall be necessary or 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 desirable in order to satisfy consummate the conditions to Drag-Along Transaction expeditiously. If at the obligations end 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 180th day following the date of Merger Closing. All such certificatesthe Drag-Along Notice the Drag-Along Transaction has not been completed other than by reason of any failure of a Participating Seller to comply with its obligations under this Article 3, legal opinions and other instruments shall be held in escrow by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between the Merger Closing and the Effective Time and Participating Sellers shall be released from escrow concurrently their obligations under the Drag-Along Notice, the Drag-Along Notice shall be null and void, and it shall be necessary for a separate Drag-Along Notice to be furnished and the terms and provisions of this Article 3 separately complied with, in order to consummate a Drag-Along Transaction pursuant to this Article 3. (b) Notwithstanding any other provision of this Agreement, in the event the consideration to be paid in exchange for Shares and other securities of the Corporation in the proposed Drag-Along Transaction includes any securities (“Buyer Securities”) and the receipt thereof by a Participating Seller which would require under applicable law (i) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such Buyer Securities or (ii) the Effective Time on provision to any participant in the Financing Closing DateDrag-Along Transaction of any information in addition to that which would be required under Regulation D promulgated under the Securities Act, in an offering made pursuant to Regulation D solely to “accredited investors” as defined in Regulation D, Via Varejo shall have no obligation to cause such Participating Seller to receive as to the Shares and other securities of the Corporation the same amount and kind of Buyer Securities as Via Varejo, unless Via Varejo shall have elected to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller to receive such Buyer Securities. In each such case, 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 Participating Seller shall be re-dated as entitled to receive, in lieu thereof, against surrender of the Financing Closing DateShares and other securities of the Corporation (in accordance with Section 3.3(c)) which would have otherwise been transferred by such Participating Seller to the Proposed Buyer in the Drag-Along Transaction, an amount in cash equal to the fair market value of the Buyer Securities which such Participating Seller would otherwise have received (as determined in good faith by the Board of Directors in its sole discretion). The CompanyIf such requirements have been complied with to the extent necessary to permit such Participating Seller to receive such Buyer Securities, the Principal StockholderParticipating Seller shall execute such documents and instruments, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts take such other actions (including, if required by Via Varejo, agreeing to cause each be represented, without cost to the Participating Seller, during the course of such Drag-Along Transaction by a “purchaser representative” (as defined in Regulation D) in connection with evaluating the merits and risks of the conditions set forth prospective investment and acknowledging that he was so represented), as the Proposed Buyer or the Corporation shall reasonably request in order to permit such requirements to have been complied with; provided, however, that such actions shall not include any expenditure of funds by the Participating Seller, it being understood that payment by the Participating Seller of the fees and disbursements of any counsel the Participating Seller may elect to retain shall be deemed not to constitute a required expenditure of funds for purposes of this provision. (c) At the closing of any Drag-Along Transaction under this Article 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation3, the conditions set forth in Sections 7.1(a), (c), (f), Participating Sellers shall deliver the Shares and (h), other securities of the Corporation to be satisfied prior to sold by them, duly endorsed for transfer, free and clear of any liens or other encumbrances, against delivery of the Merger Closingapplicable purchase price.

Closing. Unless this Agreement is terminated pursuant The Closing shall consist of the execution and delivery of documents by Seller and Buyer, with respect to Section ------- 8.1 and the Merger and the Transactions have been abandonedeach Property as set forth below, and subject delivery by Buyer to the satisfaction or, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d), the closing Seller of the Merger (the "Merger Closing") will take place on the date designated by VIALOG by written notice Purchase Price in accordance with Article 11 hereof delivered the terms of this Agreement. Seller shall deliver to Escrow Agent for the benefit of Buyer at least three Closing the following executed documents for each Property (3except as otherwise noted below): (a) A Special Warranty Deed in the form attached hereto as Exhibit B (the “Deed”); (b) An Assignment and Assumption of Leases, Guaranties and Security Deposits, in the form attached hereto as Exhibit C; (c) A ▇▇▇▇ of Sale for the Personal Property, if any, in the form attached hereto as Exhibit D; (d) An Assignment of Contracts, Permits, Licenses and Warranties in the form of Exhibit E; (e) An original of the Estoppel Certificate from each Tenant and Guarantor dated no earlier than thirty (30) days prior to the date of Closing. Each Estoppel Certificate must (i) reflect the business terms of the Lease, (ii) not reflect any defaults, (iii) be fully completed, dated and executed, and (iv) be certified to Buyer and its lender. As to any 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 Estoppel Certificate; (f) To the extent obtained by Seller, estoppel certificates with respect to reciprocal easement agreements as may be reasonably requested by Buyer; (g) A settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (h) All transfer tax statements, declarations and filings as may be necessary or appropriate for purposes of recordation of the Deed; (i) Good standing certificates and corporate resolutions or member or partner consents, as applicable, and such dateother documents as reasonably requested by Escrow Agent; (j) Originals of the Warranties (as hereinafter defined) re-issued at Seller’s expense, at to Buyer or Tenant, as requested by Buyer; (k) A certificate pursuant to Section 1445 of the offices Internal Revenue Code of ▇▇▇▇▇▇1986, ▇'▇▇▇▇▇▇▇as amended, ▇or the regulations issued pursuant thereto, certifying the non-foreign status of Seller; (l) An owner’s title affidavit as to mechanics’ liens and possession and other matters in customary form reasonably acceptable to Buyer and Escrow Agent; (m) With respect to each Tenant, a Letter to Tenant in form of Exhibit H attached hereto, with such changes as Buyer might reasonably require; (n) A bring down certificate with respect to Seller’s representations and warranties provided herein in a form reasonably satisfactory to Seller and Buyer; (o) Certificates of insurance or other evidence reasonably satisfactory to Buyer memorializing and confirming that the Tenants are then maintaining policies of insurance of the types and in the amounts required by the Leases, which shall name Buyer and its mortgagee as additional insured parties and/or as loss payees and/or mortgagees, as appropriate, as their respective interests may appear; (p) All records (including originals) within Seller’s or Seller’s managing agent’s possession or reasonably obtainable by such parties reasonably required for the continued operation of the Property, including but not limited to, service contracts, plans, surveys, the Lease, lease files, licenses, permits, warranties, guaranties, and records of current expenditures for repairs and maintenance; (q) An updated Rent Roll (defined below), arrears report and schedule of security deposits and letters of credit, certified by Seller to be true and correct; (r) With respect to the Davita Dialysis Center Property, and to the extent obtained by Seller, the fully executed and effective Renal Hypertension Center Lease Amendment; and (s) Such other instruments as are reasonably required by Escrow Agent to close the escrow and consummate the purchase of the Property in accordance with the terms hereof. At Closing, Buyer shall instruct Escrow Agent to deliver the ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇Money, llptogether with all interest earned thereon, unless another dateto Seller which shall be applied to the Purchase Price, time or place is agreed shall deliver the balance of the Purchase Price to Seller and shall execute and deliver execution counterparts of the closing documents referenced in writing by clauses (b), (g) and (h) above. Buyer shall have the Parties 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 and each Participating Agreementhave 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). Counsel Buyer shall have a one-time right to extend the Closing for the Parties up to this Agreement and each Participating Agreement will hold a pre-closing one day thirty (30) business days upon written notice to Seller to be received by Seller on or prior to the Merger Closing, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, date scheduled for the purpose of finalizing all documents 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 signed at the Merger Closingprovided again by Seller. 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 The 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 through the mail 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 delivery of the Financing Closing Date. The Company, closing documents to the Principal Stockholder, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts to cause each of the conditions set forth in Article 7 reasonably capable of being satisfied Escrow Agent on or prior to the Merger Closing, including, without limitation, Closing or such other place or manner as the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closingparties hereto may mutually agree.

Closing. Unless The Closing shall consist of the execution and delivery of documents by Seller and Buyer, as set forth below, to the Title Agent, and delivery by Buyer to Escrow Agent of the Purchase Price in accordance with the terms of this Agreement is terminated Agreement. Seller shall deliver to Title Agent for the benefit of Buyer at Closing the following executed documents: (a) The Deed; (b) An Assignment and Assumption of Lease and Security Deposits, in substantially the form attached hereto as Exhibit C; (c) A ▇▇▇▇ of Sale for the personal property, if any, in substantially the form attached hereto as Exhibit D; (d) An Assignment of Permits, Licenses and Warranties in the form of Exhibit E; (e) An original Tenant Estoppel Certificate dated no earlier than 30 days prior to the date of Closing. In addition, the business terms of the Tenant Estoppel Certificate must not evidence a default and shall be in accordance with and not contradict the Lease. (f) To the extent obtained by Seller, estoppel certificates with respect to reciprocal easement agreements as may be reasonably requested by Buyer; (g) A settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (h) All transfer tax statements, declarations and filings as may be necessary or appropriate for purposes of recordation of the Deed; (i) Such other documents as reasonably requested by Title Agent; (j) A certificate pursuant to Section ------- 8.1 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto, certifying the non-foreign status of Seller; (k) An original SNDA fully executed and notarized by Tenant, if requested by Buyer; (l) Letter to Tenant in substantially the form of Exhibit H attached hereto; (m) Good standing certificate from Seller’s state of formation and corporate resolutions and such other corporate documents as reasonably requested by Title Agent; (n) To the extent not previously delivered to Buyer, the original Lease, as amended, and all records and files which are in Seller’s possession or control relating to the current operation and maintenance of the Property, including, without limitation, current tax bills, current water, sewer, utility and fuel bills, repair and maintenance records and the Merger like which affect or relate to the Property, all architectural and engineering plans and specifications relating to the Transactions have been abandonedProperty in Seller’s possession or control, and all contracts, permits, license and warranties in Seller’s possession or reasonable control being assigned to Buyer; (o) An owner’s title affidavit as to mechanics’ liens and possession and other matters in customary form reasonably acceptable to Seller, Buyer and Title Agent; and (p) Such other instruments as are reasonably required by Title Agent or Escrow Agent to close the escrow and consummate the purchase of the Property in accordance with the terms hereof. At Closing, Buyer shall, subject to the satisfaction or, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d), Seller's obligations under this Agreement: (1) instruct Escrow Agent to deliver 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇Money to Seller which shall be applied to the Purchase Price, llp(2) deliver the balance of the Purchase Price to Escrow Agent, unless another dateor Title Agent, time or place is agreed as applicable, and (3) shall execute and deliver execution counterparts of the closing documents referenced in clauses (b) through (d) and (h) (if applicable) above. Buyer shall have the right to in writing by advance the Parties 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 and each Participating Agreementhave 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). Counsel for The Closing shall be held through the Parties mail by delivery of the closing documents to this Agreement and each Participating Agreement will hold a pre-closing one day the Title Agent on or prior to the Merger Closing, at Closing or such other place or manner as 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closingparties hereto may mutually agree.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and (a) On the Merger and the Transactions have been abandoned, terms and subject to the satisfaction or, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d)this Agreement, unless otherwise agreed to by the parties, the closing of the Merger Purchase (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 Cravath, Swaine & ▇▇▇▇▇ LLP, ▇▇, ▇ ▇'▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 at 10:00 a.m. (New York City time) on 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 second business day following such date on which the conditions to the obligations of the Parties to effect the Merger Closing set forth in Article 7 below Sections 1.2(c), (d) and (e) of this Agreement have been satisfied, or waived by the party entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), or at such other place, time and date as shall be delivered at agreed between the Merger Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) At the Closing, the Company shall (or shall cause its transfer agent to) (A) record in its stock transfer books the Common Shares, registered in the Investor’s name (or in the name of a Margin Loan Bank (as defined below) providing financing to the Investor for the purchase of Common Shares, which Margin Loan Bank will hold the shares for the benefit of the Investor as nominee), free and clear of any liens (other than those created by or in favor of the Investor, transfer restrictions under its amended and restated certificate of incorporation and amended and restated bylaws and applicable federal and state securities laws), (B) deliver to the Investor (x) evidence of the issuance of the Common Shares and (y) the Warrant, in each such certificatecase bearing appropriate legends as hereinafter provided for, legal opinion in exchange for payment in full of the aggregate purchase price therefor by wire transfer of immediately available United States funds to a bank account that has been designated by the Company at least two (2) business days prior to the Closing Date. The Common Shares and the Warrant will not be issued in violation of and will not be subject to any preemptive rights, rights of first refusal or similar rights. (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 and other governmental or regulatory authorities (each, a “Governmental Entity”), 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 (and any extensions thereof) required by United States and other applicable law (including the HSR Act (as defined below)) shall have expired and (ii) no provision of any applicable United States or other instrument shalllaw and no judgment, injunction, order or decree of any Governmental Entity shall prohibit the purchase and sale of the Purchased Securities. (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) 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 otherwise provided that the failure of such representations and warranties to be so true and correct, individually or in Article 7the aggregate, does not have and would not be dated reasonably likely to have an Investor Material Adverse Effect; and (ii) 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. (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 (x) Sections 2.1(c), (d) and (g) of this Agreement shall be true and correct in all respects as though made on and as of the anticipated Financing Closing DateDate (other than representations and warranties that by their terms speak as of another date, which is expected to occur no later than five business days following the date of Merger Closing. All such certificates, legal opinions representations and other instruments warranties shall be held in escrow by ▇▇▇▇▇▇true and correct as of such date), ▇'▇▇▇▇▇▇▇(y) Sections 2.1(a), ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between the Merger Closing (b) and the Effective Time and (e) of this Agreement shall be released from escrow concurrently with the Effective Time true and correct in all material respects as though made 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 CompanyDate (other than representations and warranties that by their terms speak as of another date, the Principal Stockholderwhich representations and warranties shall be true and correct in all material respects as of such date), VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts to cause each of the conditions set forth in Article 7 reasonably capable of being satisfied prior to the Merger Closing(z) Section 2.1 (other than Sections 2.1(a), including, without limitation, the conditions set forth in Sections 7.1(a(b), (c), (fd), (e) and (hg)) 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 referred to in this Section 1.2(e)(i)(A)(z) to be satisfied so true and correct, individually or in the aggregate, does not have and would not be reasonably likely to have a Material Adverse Effect 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 Merger Closing; (ii) the Company shall have delivered the Common Shares to Investor or its designee(s); (iii) the Company shall have duly executed and delivered the Warrant in substantially the form attached hereto as Annex A to the Investor or its designee(s); and (iv) the Company shall have duly executed and delivered to the Investor or its designee(s) a Registration Rights Agreement (the “Registration Rights Agreement”) in substantially the form of Annex B, which the Company shall be required to execute and deliver at or prior to the Closing subject only to the fulfillment (or waiver by the Company) of the conditions to Closing of the Company set forth in Sections 1.2(c) and (d).

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 (a) The completion of the purchase and sale of the Merger Fractional Interest 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 Escrow (the "Merger Closing") will take place shall occur at the office of the Escrow Agent on or before the date designated set by VIALOG by Seller in a written notice in accordance with Article 11 hereof delivered to Buyer and Escrow Agent, but such date must be at least three ten (310) days after the later of the date of such notice or the date on which the Unit is substantially complete. At least two (2) business days prior to such datethe Closing, at Buyer shall deposit or cause the offices following to be deposited with the Escrow Agent to complete the Closing: (i) The balance of ▇▇▇▇▇▇the Purchase Price (including the unpaid balance for any Extras); (ii) All closing and additional costs or expenses payable by Buyer; (iii) All fees payable by Buyer pursuant to the Condominium Declaration, ▇'▇▇▇▇▇▇▇, ▇▇including the fees set forth on Exhibit A; (iv) A written notification to Seller and ▇▇▇▇▇▇ & Agent as to how Buyer elects to take title to the Fractional Interest, failing which, title shall be conveyed to Buyer as community property with right of survivorship if ▇▇▇▇▇▇▇ is a married couple, llp, unless another date, time or place is agreed to in writing otherwise as may be directed 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 Agent; and (v) All other documents and instruments necessary to effectuate 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 purchase 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 Fractional Interest by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇. (b) On or before the Closing Seller shall deposit the following with Escrow Agent to complete the Closing: (i) A Special Warranty Deed as provided in Paragraph 9(a); (ii) All other documents and instruments necessary to effectuate the sale of the Fractional Interest to Buyer; and (iii) The Declaration of Fractional Interest Ownership Plan for the Unit unless such Declaration of Fractional Interest Ownership Plan has previously been recorded with the Coconino County Recorder. (c) ▇▇▇▇▇▇ & and ▇▇▇▇▇▇▇ shall execute the Affidavit of Property Value required by Arizona law. If Buyer completes the Closing through Escrow Agent, llp between the Merger Closing and the Effective Time and escrow fees of Escrow Agent shall be released from escrow concurrently shared equally by Buyer and Seller, title insurance shall be paid for as set forth in Paragraph 9(a), and all recording fees and other fees payable in connection with the Effective Time Closing shall be paid by Seller or Buyer in accordance with the custom and practice for residential real estate sales in Coconino County, Arizona, as determined by Escrow Agent, unless otherwise specified in this Contract; however, if Buyer elects to utilize a different escrow agent or title insurer, all escrow fees, title insurance premiums and other closing costs shall be payable fully by Buyer. (d) Seller shall pay all real estate taxes and special assessments assessed against the Fractional Interest for the years prior to the year of Closing. Taxes and assessments for the year of Closing, based on the Financing County Assessor’s most recent tax bill, shall be prorated and paid as follows: (i) If a separate tax bill has been issued for the Fractional Interest for the year of Closing, such taxes will be prorated through the date of Closing Date. In If there is no separate tax bill for the event Fractional Interest for the year of the Closing but there is a separate tax bill for the Unit, the taxes for the Fractional Interest shall be the total amount of the taxes for the Unit multiplied by the Fractional Interest. Seller shall pay any such taxes that are due and payable on or before the Effective Time Closing, and Financing Closing Date occur on a date other than the fifth business day Buyer shall pay all such taxes that become due and payable following the Merger Closing. (ii) If a separate tax bill for the Fractional Interest or the Unit is not available for the year of Closing, all such certificates, legal opinions and instruments taxes attributable to the Fractional Interest shall be re-dated computed by multiplying the tax bill for the tax parcel which includes the Unit by the undivided interest in the Common Elements allocated to the Fractional Interest by the Condominium Declaration. Buyer shall be charged at Closing for its prorated share of such taxes and Seller shall pay the tax bill prior to delinquency. If a separate tax bill for the Unit has not been issued for the year following the year of Closing, then within ten (10) days of written demand, Buyer shall pay to Seller, Buyer’s share of taxes for the tax parcel which includes the Unit (computed as set forth above), and Seller shall pay the tax bill prior to delinquency. (e) Notwithstanding anything in this Paragraph 8 to the contrary, if the Closing is delayed because of a default by Buyer, and Seller does not terminate this Contract because of such default, all real property taxes and special assessments affecting the Unit shall be prorated as of the Financing date initially scheduled for the Closing Date. The Company, the Principal Stockholder, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts pursuant to cause each Paragraph 8(a) regardless of the conditions set forth actual date of Closing; and in Article 7 reasonably capable addition, Buyer shall pay Seller at the Closing interest on the unpaid balance of being satisfied prior the Purchase Price at the rate of eighteen percent (18%) per annum from and including the day initially scheduled for the Closing pursuant to Paragraph 8(a) to and including the Merger day the Closing actually occurs. All prorations of real property taxes and special assessments shall be final and no adjustments to such proration shall be made after the Closing. Provided Seller completes construction of the Unit within two (2) years from the date this Contract is signed by Buyer (as such date may be extended by reason of Uncontrollable Events), Seller shall not be liable to Buyer for any costs, expenses, liabilities, losses or damages incurred by Buyer as a result of any delay in the Closing, includingincluding but not limited to any loss or damage suffered by Buyer as a result of any increase in commitment fees, without limitationpoints, the conditions set forth in Sections 7.1(a)interest rates or other amounts assessed or charged by any lender or any travel, (c)lodging, (f)delivery, and (h), to be satisfied prior to the Merger Closingstorage or meal costs incurred by Buyer.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, and subject (a) Subject to the satisfaction orof all conditions precedent contained in Sections 2.4(a), if possible, (b) and (c) or the waiver by the Parties of conditions set forth in Article 7 other than Section 7.1(d)any unsatisfied condition, the closing of the Merger Transaction (the "Merger “Closing"”) will shall take place on the first Business Day immediately after the 90-day period following the date designated by VIALOG by written notice in accordance with Article 11 hereof delivered at least three (3) days prior to or such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is other date agreed to in writing by the Parties to this Agreement City and each Participating Agreementthe Concessionaire (the “Closing Date”). Counsel for the Parties to this Agreement and each Participating Agreement will hold a pre-closing one day prior to the Merger Closing, The Closing shall be held at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇Pittsburgh, llpPennsylvania or such other place agreed to in writing by the City and the Concessionaire. At the Time of Closing, for the purpose of finalizing all documents to be signed at the Merger Closing. All certificates, legal opinions and other instruments required Concessionaire shall deliver or cause to be delivered in order to satisfy the conditions to the obligations City same-day funds by wire transfer in the amount of the Parties Consideration (as adjusted pursuant to effect Section 2.2(b) and Section 2.2(c) and Section 2.2(d)) in full payment of the Merger set forth in Article 7 below Transaction, and upon receipt of such payment the Transaction shall be delivered effective. Upon receipt of the funds described in the preceding sentence, the City shall immediately cancel and return the LOC, if any, in accordance with the Concessionaire’s instructions. (b) All revenues, charges, costs and expenses with respect to Assumed Liabilities shall be prorated between the City and the Concessionaire as of 11:59 p.m. on the Day immediately preceding the Closing Date based upon the actual number of Days in the month and a 365-Day year and the required payment resulting from such proration shall be added to or subtracted from the Consideration accordingly. If final prorations cannot be made at the Merger ClosingClosing for any item being prorated under this Section 2.2(b), and each such certificate, legal opinion or other instrument shall, except to then 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 City and the Effective Time and Concessionaire 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 allocate such items on a date other than fair and equitable basis as soon as revenue statements, invoices or bills are available, with final adjustment to be made as soon as reasonably possible after 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 CompanyCity and the Concessionaire shall have reasonable access to, and the right to inspect and audit, the Principal Stockholder, VIALOG and VIALOG Merger Subsidiary shall use their respective best efforts other’s books to cause each of confirm the conditions set forth in Article 7 reasonably capable of being satisfied final prorations to the extent permitted by Law. (c) No more than 10 Days prior to the Merger Closing, including, without limitationClosing Date, the conditions set forth Authority shall determine the then current Concession Metered Parking Spaces and shall accordingly adjust Schedule 7 and Schedule 10. If the aggregate Initial Revenue Value taking into account any such adjustment to Schedule 10 varies from the aggregate Initial Revenue Value as of the Bid Date, then the Consideration shall be increased or decreased, as the case may be, by the same percentage as the percentage change in Sections 7.1(a)the aggregate Initial Revenue Value; provided, however, that any increase in the Consideration may not exceed one percent (c)1.00%) without the prior written consent of the Concessionaire. (d) Using the 30 year, mid-market London Interbank Offered Rate (f)LIBOR) swap rate in the “Money & Investing, and (h)Borrowing Benchmarks” section of The Wall Street Journal, to be satisfied from the close of business on the Business Day immediately prior to the Merger ClosingBid Date (as published on the Bid Date) through the close of business two Business Days prior to the Closing Date (as published on the Business Day immediately prior to the Closing Date), the amount of the Consideration will be decreased by four hundredths of one percent (4/100 of 1%) for every one basis point increase in the 30 year, mid-market LIBOR swap rate; during the same period, the amount of the Consideration will be increased by four hundredths of one percent (4/100 of 1%) for every one basis point increase in the 30 year, mid-market LIBOR swap rate; provided that (i) any increase in the amount of the Consideration may not exceed four percent (4%) without the prior written consent of the Concessionaire and (ii) any decrease in the amount of the Consideration may not exceed four percent (4%) without the prior written consent of both of the Government Parties.

Closing. Unless this This Agreement shall become effective immediately upon approval and adoption by the parties hereto, in the manner provided by the law of the places of incorporation and constituent corporate documents, and upon compliance with governmental filing requirements, such as, without limitation, filings under the Exchange Act, as such, ▇▇▇▇ ▇▇▇▇▇ must document to NAGM's satisfaction that it is terminated pursuant prepared to Section ------- 8.1 and file a Form 8-K within four business days of Closing that meets the Merger and requirements in Form 8-K for the Transactions acquisition of a "shell" company. Closing shall occur when all conditions of Closing have been abandonedmet or are waived by the parties, including all required government approvals. The parties anticipate filing with the SEC and subject mailing to the satisfaction or, if possible, waiver NAGM Stockholders of conditions set forth a Schedule 14F-1 Information Statement at least ten days prior to any change in Article 7 other than Section 7.1(d), the closing majority of the Merger Board of Directors of NAGM. In addition to other customary Closing requirements and items provided for herein, NAGM shall have delivered to ▇▇▇▇ ▇▇▇▇▇ copies of each of the following which shall be true and correct copies in full force and effect as of the Closing date: (i) the "Merger Closing") will take place on Certificate of Incorporation of NAGM as of the Closing date designated certified by VIALOG by written notice in accordance with Article 11 hereof delivered at least three the Secretary of State of Delaware as of a date not more than ten (310) days prior to such the Closing; (ii) the Bylaws of NAGM, certified by NAGM's secretary as of the Closing date; (iii) resolutions of the Board of Directors of NAGM, certified by NAGM's secretary as of the Closing date, at the offices form and substance of which are reasonably satisfactory to ▇▇▇▇ ▇▇▇▇▇, ▇'▇▇▇▇▇▇▇authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby; and (iv) the most recent audit report and auditor's letter including any items noted by the auditors to indicate a lack of internal control or other deficiency; and (v) good standing Certificate of NAGM. In addition to other customary Closing requirements and items provided for herein, ▇▇▇▇ ▇▇▇▇▇ & shall have delivered to NAGM an opinion of Chinese counsel, fluent in English and Mandarin, to the effect that counsel has reviewed (i) the Articles of Incorporation (ii) the Bylaws (iii) resolutions of the Board of Directors and (iv) the most recent audit report and auditor's letter and found ▇▇▇▇▇▇, llp, unless another date, time or 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ & to be in compliance with the applicable laws and regulations pertinent to ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ & under the laws of the PRC and that the transactions hereby have been authorized and approved by the governing bodies of ▇▇▇▇ ▇▇▇▇▇▇, llp between the Merger Closing ▇ and the Effective Time all governmental 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closingregulatory authority.

Closing. Unless this Agreement is terminated pursuant At or prior to Section ------- 8.1 and the Pre-Closing, the parties shall take all actions necessary to prepare to (i) effect the Merger and the Transactions have been abandoned, and subject to the satisfaction or(including, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d)permitted by applicable state law, the closing advance filing with the appropriate state authorities of the Articles of Merger, which shall become effective at the Effective Time of the Merger) and (ii) effect the conversion and delivery of shares referred to in Section 2 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing and this Agreement terminates, CTS hereby covenants and agrees to do all things required by Delaware Law and all things which counsel for the COMPANY advise CTS are required by applicable laws of the State of Pennsylvania 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 "Merger Pre-Closing") will shall take place on the date designated by VIALOG by written notice of the execution of the underwriting agreement to be used in accordance connection with Article 11 hereof delivered at least three the IPO (3the "Pre-Closing Date") days prior to such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, llp, unless another date, time or 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇. On the Closing Date (x) the Articles of Merger shall have been filed with the appropriate state authorities so that they shall be or, llp between as of 8:00 a.m. New York City time on the Closing Date, shall become effective and the Merger Closing shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the Effective Time and transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS 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 entitled to cause each of the conditions set forth in Article 7 reasonably capable of being satisfied prior receive pursuant to the Merger Closing, including, without limitation, referred to in Section 3 hereof shall be completed and (z) the conditions set forth closing with respect to the IPO shall occur and be deemed to be completed. The date on which the actions described in Sections 7.1(athe preceding clauses (x), (c), (f), y) and (h), z) occur shall be referred to be satisfied prior to as the Merger Closing"Closing Date." Time is of the essence.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned9.1 Closing shall, and subject to the satisfaction orClause ____ below, 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 ▇▇▇▇▇▇Wiersholm, ▇'▇▇▇▇▇▇▇Mellbye & Bech in Oslo, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or Norway on the Closing Date. 9.2 The following steps shall take 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 complete Closing: (i) the Parties shall confirm that all conditions precedent referred to in Clause 8.1 have been complied with; (ii) the Bank shall release the respective share certificate representing the Shares from the pledge agreements to which they are currently subject and deliver the same to Frontline; (iii) Front 2012 shall confirm that the Private Placement has closed and, in this context, issue the shares in Front 2012 to Frontline which corresponds to the obligations Frontline Subscription Commitment; (iv) Front 2012 shall make the Cash Payment; (v) Frontline shall deliver the share certificates representing the Shares to Front 2012 duly endorsed for transfer; (vi) the documentation required by the Banks to document their approval of the Parties change of ownership to effect the Merger set forth in Article 7 below shall be delivered at Subsidiaries and the Merger Closing, substitution of the Frontline Guarantees with corresponding guarantees from Front 2012 and each such certificate, legal opinion or other instrument Frontfleet shall, except if not already in place, be executed; and (vii) Front 2012 shall, pursuant to such pledge arrangements as the Banks shall require, deliver the respective share certificate representing the Shares to the extent otherwise provided Banks. 9.3 The Parties agree that, 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 required consent of CExIm to the transfer of ownership to the Shares in Sovereign and Financing Closing Date occur on a date other than Monarch has not been obtained (but is considered likely to materialize in the fifth business day following short term) at 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 Shares in Sovereign and VIALOG Merger Subsidiary Monarch will nevertheless be transferred subject to such consent being obtained. Front 2012 agrees to indemnify and hold Frontline harmless against any liability arising from such closing and shall use their respective best efforts to cause each take responsibility for refinancing the CExIm Loan if required as a consequence of the conditions set forth in Article 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closingsuch action.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and (a) Upon the Merger and the Transactions have been abandoned, terms and subject to the satisfaction or, if possible, waiver conditions of conditions set forth in Article 7 other than Section 7.1(d)this Agreement, the closing of the Merger purchase and sale of the Shares (herein referred to as the "Merger Closing") will shall 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 Barnes & Thornburg, 11 S▇▇▇▇ ▇eridian Stre▇▇, ▇▇▇▇▇▇, ▇'▇▇na▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ & ▇▇:▇▇ ▇.▇▇, llp, unless another date, time or 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇., ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇apolis time, llpon a business day which is agreed upon by the parties hereto, but which is not later than the third business day after the date upon which the Bank certifies to the OTS that at least the minimum number of Shares permitted to be sold in the Conversion has been sold against payment therefor (herein referred to as the "Closing Date"). (b) In accordance with the regulations of the OTS and the Regulations, before the commencement of the Subscription Offering, appropriate arrangements will be made for placing the funds received in payment for the purpose shares of finalizing all documents to be signed Common Stock in the Escrow Account until such shares are sold and paid for at the Merger Closing. All certificatesIf the Closing does not occur within the time specified in Section 3(e)(i) of this Agreement, legal opinions and other instruments required to be delivered the Bank will promptly refund all funds in order to satisfy the conditions Escrow Account to the obligations persons who have the beneficial interests therein. (c) At the Closing, the Shares will be issued by the Company against payment of the Parties to effect purchase price therefor by wire transfer in immediately available funds from the Merger Escrow Account. Certificates representing the Shares shall be prepared in definitive form and in such denominations and registered in such names as set forth in Article 7 below the Order Forms or, in the case of Shares not subscribed for pursuant to Order Forms, in such names as Trident (or Selected Dealers, if applicable) may request, upon at least two business days' prior notice to the Bank, and shall be be, (i) in the case of Shares subscribed for pursuant to Order Forms, delivered at by the Merger Company directly to the purchasers thereof as promptly as practicable following the Closing, and each such certificate(ii) in the case of Shares not subscribed for pursuant to Order Forms, 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 made available for checking 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 packaging at least one business day following before 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), at a location to be satisfied prior to the Merger Closingdesignated by Trident.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and (a) On the Merger and the Transactions have been abandoned, terms and subject to the satisfaction or, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d)this Agreement, the closing of the Merger Purchase (the "Merger “Closing"”) will take place at the location specified in Schedule A, at the time and on the date designated by VIALOG by written notice set forth in accordance with Article 11 hereof delivered Schedule A or as soon as practicable thereafter, or at least three (3) days prior to such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another dateother place, time or place and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is agreed referred to in writing by the Parties to this Agreement and each Participating Agreement. Counsel for as the Parties to this Agreement and each Participating Agreement will hold a pre-closing one day prior “Closing Date”. (b) Subject to the Merger Closing, at the offices fulfillment or waiver 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 Closing in this Section 1.2, at the Closing the Company will deliver the Preferred Shares and the Warrant, in each case as evidenced by one or more certificates dated the Closing Date and bearing appropriate legends as hereinafter provided for, in exchange for payment in full of the Purchase Price by wire transfer of immediately available United States funds to a bank account designated by the Company on Schedule A. (c) The respective obligations of each of the Parties 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 conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Purchase 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, if any, 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 Merger purchase and sale of the Purchased Securities as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Purchase 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 Article 7 below (x) Section 2.2(g) of this Agreement shall be delivered at true and correct in all respects as though made on and as of the Merger ClosingClosing Date, (y) Sections 2.2(a) through (f) shall be true and each correct in all material respects 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 in all material respects as of such certificateother date) and (z) Sections 2.2(h) through (v) (disregarding all qualifications or limitations set forth in such representations and warranties as to “materiality”, legal opinion or “Company Material Adverse Effect” and words of similar import) shall be true and correct as though made on and as of the Closing Date (other instrument shallthan representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct as of such other date), except to the extent otherwise provided that the failure of such representations and warranties referred to in Article 7this Section 1.2(d)(i)(A)(z) to be so true and correct, individually or in the aggregate, does not have and would not reasonably be dated as expected to have a Company Material Adverse Effect 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) the Investor shall have received a certificate signed on behalf of the anticipated Financing Closing Date, which is expected Company by a senior executive officer certifying 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 effect 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 7 reasonably capable Section 1.2(d)(i) have been satisfied; (iii) the Company shall have duly adopted and filed with the Secretary of being satisfied State of its jurisdiction of organization or other applicable Governmental Entity the amendment to its certificate or articles of incorporation, articles of association, or similar organizational document (“Charter”) in substantially the form attached hereto as Annex A (the “Certificate of Designations”) and such filing shall have been accepted; (iv) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers shall have duly consented in writing to such changes), as may be necessary, during the period that the Investor owns any debt or equity securities of the Company acquired pursuant to this Agreement or the Warrant, in order to comply with Section 111(b) of the Emergency Economic Stabilization Act of 2008 (“EESA”) as implemented by guidance or regulation thereunder that has been issued and is in effect as of the Closing Date, and (B) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the condition set forth in Section 1.2(d)(iv)(A) has been satisfied; (v) each of the Company’s Senior Executive Officers shall have delivered to the Investor a written waiver in the form attached hereto as Annex B releasing the Investor from any claims that such Senior Executive Officers may otherwise have as a result of the issuance, on or prior to the Merger ClosingClosing Date, includingof any regulations which require the modification of, without limitationand the agreement of the Company hereunder to modify, the conditions set forth terms of any Benefit Plans with respect to its Senior Executive Officers to eliminate any provisions of such Benefit Plans that would not be in Sections 7.1(acompliance with the requirements of Section 111(b) of the EESA as implemented by guidance or regulation thereunder that has been issued and is in effect as of the Closing Date; (vi) the Company shall have delivered to the Investor a written opinion from counsel to the Company (which may be internal counsel), (c), (f), and (h), to be satisfied prior addressed to the Merger ClosingInvestor and dated as of the Closing Date, in substantially the form attached hereto as Annex C; (vii) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence of shares in book- entry form, evidencing the Preferred Shares to Investor or its designee(s); and (viii) the Company shall have duly executed the Warrant in substantially the form attached hereto as Annex D and delivered such executed Warrant to the Investor or its designee(s).

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 The closing of the Merger transactions contemplated by this Agreement (the "Merger “Closing"”) will shall 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 ▇▇▇▇▇ Lovells US LLP, ▇▇, ▇ ▇'▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ & ▇▇▇▇▇▇, llpat 10:00 a.m. on the fifth (5th) Business Day to occur following full satisfaction or waiver of all of the closing conditions set forth in Article X hereof (other than those required to be satisfied at the Closing) or on such other date or at such other location as is mutually agreeable to Buyer and the Sellers. The date and time of the Closing are herein referred to as the “Closing Date.” Subject to the terms and conditions set forth in this Agreement, unless another datethe parties hereto shall consummate the following “Closing Transactions” at the Closing: (a) Buyer shall deliver to the Sellers: (i) the certificate described in Section 10.02(a); (ii) the certificate of incorporation (or equivalent organizational document) for Buyer, time or place is agreed to in writing certified as of a recent date by the Parties Secretary of State of the applicable jurisdiction of organization; (iii) a certificate of the Secretary of State as to this Agreement the good standing as of a recent date of Buyer in such jurisdiction; (iv) the Purchase Price in accordance with Section 2.06 by wire transfer of immediately available federal funds; and (v) such other documents and each Participating Agreement. Counsel instruments as the Sellers have determined to be reasonably necessary to sell the Purchased Assets and for the Parties Buyer to this Agreement and each Participating Agreement will hold a pre-closing one day prior assume the Assumed Liabilities. (b) The Sellers shall deliver, or cause to be delivered, to Buyer: (41) The Purchase Price is to be the Merger Closingsum of the purchase prices, at as stated in the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llpOption Agreement, for all the purpose acquired Stations. (i) the certificates described in Section 10.03(a); (ii) the certificate of finalizing all documents incorporation (or equivalent organizational document) for each Seller, certified as of a recent date by the Secretary of State of the applicable jurisdiction of organization; (iii) a certificate of the Secretary of State of each jurisdiction in which a Seller is organized or qualified to be signed at the Merger Closing. All certificates, legal opinions and other instruments required to be delivered in order to satisfy the conditions do business as to the obligations good standing as of a recent date of each Seller organized or qualified to do business in such jurisdiction; (iv) one or more duly executed Bills of Sale, substantially in the Parties form of Exhibit A-1; (v) a duly executed Assignment of FCC Licenses, substantially in the form of Exhibit A-2, executed by the Licensees; (vi) a duly executed Assignment of Trademarks, substantially in the form of Exhibit A-3; (vii) a duly executed and acknowledged special warranty deed for each Owned Real Property, substantially in the form of Exhibit A-4; (viii) subject to effect Section 9.03, a duly executed and acknowledged FIRPTA Certificate; (ix) (A) the Merger set forth cash security deposits held by the Sellers under the Leases (together with accrued interest thereon, if any) and (B) all appropriate instruments of transfer or assignment for any security deposits held by the Sellers under the Leases (together with accrued interest thereon, if any) in Article 7 below shall be delivered at the Merger Closingtransferable form other than cash; (x) original counterparts or, and each such certificate, legal opinion or other instrument shall, except to the extent otherwise provided original counterparts are not in Article 7the Sellers’ possession or control, be dated as copies of all Leases, Real Property Leases and Assumed Contracts; (xi) to the extent the Sellers have the right to obtain, a statement of each landlord of a Leased Real Property (each, a “Leased Real Property Estoppel”) made pursuant to the provisions of the anticipated Financing Closing Dateapplicable Lease; it being understood that, which is expected to occur no later than five business days following the date extent that a Leased Real Property Estoppel raises any defaults by the Sellers that can be reduced to a liquidated amount, then the Sellers shall deposit such liquidated amount in escrow (pursuant to a reasonable escrow agreement agreed to by Buyer, the Sellers and a third party escrow agent) subject to final determination as to the amount that may be owed under the applicable Lease and, upon deposit of Merger Closing. All such certificatesliquidated amount into escrow, legal opinions and other instruments such Leased Real Property Estoppel shall be held deemed acceptable; (xii) notice letters to the tenants, licensees, subtenants and sub-licensees under the Leases in escrow by ▇▇▇▇▇▇the form attached hereto as Exhibit A-8; (xiii) all plans, ▇'▇▇▇▇▇▇▇surveys, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇lease files, llp between warranties, guaranties and records of repairs and maintenance related to the Merger Closing and Real Property, to 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 extent within Sellers’ possession or control; and (xiv) such other than the fifth business day following the Merger Closing, all such certificates, legal opinions documents 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), Buyer has determined to be satisfied prior reasonably necessary for Buyer to acquire the Merger ClosingPurchased Assets and assume the Assumed Liabilities.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, and subject (a) Subject to the satisfaction or, if possible, or waiver of the conditions set forth in Article 7 other than Section 7.1(dSections 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 "Merger Closing"“Closing Date”). Not less than ten (10) will take place on the date designated by VIALOG by written notice in accordance with Article 11 hereof delivered at least three (3) business days prior to such datethe scheduled Closing Date (the “Scheduled Closing Date”), at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed Issuer shall provide written notice to in writing by Subscriber (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 “Closing Notice”) 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 Scheduled Closing Date. In For purposes of this Subscription Agreement, “business day” means any day on which the event that principal offices of the Effective Time Securities and Financing Closing Date occur on Exchange Commission (the “Commission”) in Washington, D.C. is open to accept filings, or, in the case of determining a date other than 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 fifth business day following 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 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 satisfaction or waiver of the conditions set forth in Article 7 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 the Purchase Price for the Acquired Shares as soon as practicable on the Scheduled Closing Date (unless otherwise agreed by the Issuer) by wire transfer of U.S. dollars in 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) Each book entry for the Acquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall be stamped or otherwise imprinted with a legend, in 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 SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. (iii) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably capable 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 being 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 Merger Closing, includingexcept where the failure of such performance, without limitationsatisfaction 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 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; and (iv) all conditions precedent to the closing of the Merger set forth in Sections 7.1(athe Combination Agreement shall have been satisfied or waived (as determined by the parties to the 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 of the closing of the Merger or (y) will be satisfied by the 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: (c)i) all representations and warranties of the Issuer contained in this Subscription Agreement (disregarding any qualifications and exceptions contained therein relating to materiality, (f)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 (h)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, 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) no amendment or modification of the Combination Agreement (as the same exists on the date of this Subscription Agreement) shall have occurred that would materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s prior written consent; (v) no suspension of the offering or sale of the Common Shares shall have been initiated or, to the Issuer’s knowledge, threatened, in any jurisdiction, including by the Commission, and the Acquired Shares shall have been approved for listing on the New York Stock Exchange (the “NYSE”), subject to official notice of issuance; and (e) there shall have 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 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. (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. Unless this Agreement is terminated pursuant to Section ------- 8.1 and (a) At the Merger and closing on (i) the Transactions have been abandoned, and subject to the satisfaction or, if possible, waiver date of conditions set forth in Article 7 other than Section 7.1(d), the closing of the Merger purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the "Merger Closing") will take place on “ROFO Recipient”), of the date designated by VIALOG by written notice Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Article 11 hereof delivered Section 12.3 above (the “ROFO Closing Date”), (ii) the Purchase Option Closing Date or the Change of Control Purchase Option Closing Date in accordance with Section 12.1 above, or (iii) the Buy/Sell Closing Date in accordance with Section 12.2 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), CHT (on the Purchase Option Closing Date or the Change of Control Purchase Option Closing Date) or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, Sunrise (or its successor, as applicable), or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the Seller’s Interest (or with respect to the ROFO Closing Date, such portion of such Seller’s Interest which is subject to the assignment) (which assignment shall warrant Seller’s ownership of the Interest being sold to be free and clear of all liens and other encumbrances) and such other instruments as the Purchaser may reasonably require, to give it good and lien free title to all of the Seller’s right, title and interest in the Company, subject to the terms of this Agreement. If the Purchaser has elected to have the Seller convey the Seller’s Interest to a designee or nominee of the Purchaser, the Company shall thereafter continue. In such event, the Purchaser and the Company shall indemnify the Seller against claims and liabilities of the Company arising after the date of such conveyance. (b) On the Closing Date, the Purchaser shall, at its option, (i) obtain a full release of the Seller (or a partial release in the event the Seller continues to be a Member after the Closing Date in connection with the sale of a partial Interest to the Third Party Purchaser) from all liability, direct or contingent, by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Date. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1, Section 12.2 or Section 12.3 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date. (d) The Managing Member is hereby authorized to execute and deliver all documents, instruments and agreements deemed necessary or desirable by the Managing Member in its reasonable discretion to consummate the sale of the applicable Interest on the terms required by this Agreement to a Third Party Purchaser. If any Member is required to execute any such documents, instruments or agreements, such Member shall execute the same upon the request of the Managing Member so long as the same are on terms and conditions which are reasonable and customary and do not increase the liability of such Member in such Member’s reasonable discretion. (e) If a Facility or Facilities are damaged by fire or other casualty or if any Person possessing the right of eminent domain shall give notice of an intention to take or acquire any part of a Facility or the underlying Property of such Facilities, and such notice is given between the date of election or deemed election by the Purchaser, and the Closing Date (if any), the following shall apply: (i) If the Facility or Facilities are not substantially damaged (which shall be deemed to mean damage, the repair of which is reasonably estimated to cost no greater than $15,000,000.00, in the aggregate, with respect to all Facilities), then the Purchaser (if any) shall be required to complete the transaction and the insurance proceeds or the relevant part thereof shall be retained by the Company and the Seller (if any) shall not be entitled to any portion thereof and shall credit Purchaser for Seller’s pro rata share (based on the Seller’s Percentage Interest immediately prior to the Closing Date) of any deductible. (ii) If the Facility or Facilities are substantially damaged (which shall mean a casualty the repair of which is reasonably estimated to cost more than $15,000,000.00, in the aggregate, with respect to all Facilities), or if a taking of a Facility or Facilities worth at least three $15,000,000.00, in the aggregate, with respect to all Facilities, shall occur, then the Purchaser shall have the option to either (3a) days accept the Facilities in an “as is” condition in which event any insurance or condemnation proceeds, settlements and awards or the relevant part thereof shall be retained by the Company and the Seller shall not be entitled to any portion thereof and shall credit Purchaser for Seller’s pro rata share (based on the Seller’s Percentage Interest immediately prior to the Closing Date) of any deductible, or (b) cancel the purchase. (iii) From and after the determination of the Closing Date, but prior to such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 provided that the purchase has not been canceled by the Purchaser pursuant to occur no later than five business days following Section 12.5(e)(ii), the date Company shall not settle any claim relating to a casualty that damages the Facilities or a taking or acquisition of Merger Closing. All such certificates, legal opinions and other instruments shall be held in escrow by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between the Merger Closing and Facilities without the Effective Time and shall be released from escrow concurrently with prior consent of the Effective Time on the Financing Closing Date. Purchaser. (iv) In the event that the Effective Time and Financing Closing Date occur on a date other than purchase is canceled by 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 7 reasonably capable of being satisfied prior Purchaser pursuant to the Merger Closingabove provisions, including, without limitation, the conditions set forth this Agreement shall remain in Sections 7.1(a), (c), (f), effect and (h), continue to be satisfied prior binding on the parties and either Member shall thereafter have the right to the Merger Closingcontinue to exercise its respective rights under Section 12.1, Section 12.2 and Section 12.3 above.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 The First Closing 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") Second 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, be completed at the offices of ▇▇▇▇▇▇the Corporation's co-counsel, ▇'▇▇▇▇▇▇▇Fogler, ▇▇▇▇▇▇▇▇ LLP Barristers & Solicitors, ▇▇▇▇-▇▇ ▇▇, llp, unless another date, time or 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇West, llp between Toronto-Dominion Centre, Toronto, ON M5J 2Z9, or such other place or places as may be agreed upon by the Merger Closing Corporation and the Effective Time and shall be released from escrow concurrently Agent, provided that if the Corporation has not been able to comply 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 any of the conditions set forth in Article 7 reasonably capable of being satisfied under Section 6 "Conditions to Closing" prior to the Merger date of Closing may be extended by mutual agreement of the Corporation and the Agent, failing which, the respective obligations of the parties will terminate without further liability or obligation except as set out under Sections 9, 10 and 11 hereof. At Closing, includingthe Corporation shall deliver to the Agent: (a) certificates, without limitationduly registered as the Agent may direct, representing the conditions set forth Offered Securities purchased; (b) the requisite legal opinions and certificates as contemplated in Sections 7.1(aSection 6 hereof; (c) a direction addressed to the Agent directing the Agent to pay the Gross Proceeds less the Agent Fees and the reasonable out-of-pocket expenses of the Agent including the fees and disbursements of counsel to the Agent (including GST), respectively; and (c)d) such further documentation as may be contemplated herein, (f)against payment of the purchase price for the Offered Securities by certified cheque, and (h)bank draft or other acceptable electronic means, to the Corporation as contemplated herein. All representations and warranties contained herein and all of the covenants and agreements of the Corporation herein, to the extent that they are required to be satisfied performed on or before Closing, shall be construed as conditions and any breach or failure to comply with any thereof shall entitle the Agent, at its option, in addition to and not in lieu of any other remedies the Agent has in respect thereof, to terminate and cancel its obligations hereunder by written notice to that effect given to the Corporation prior to the Merger ClosingTime of Closing on the First Closing Date and on the Second Closing Date, as appropriate. It is understood that the Agent may waive in whole or in part or extend the time for compliance with any such terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Agent any such waiver or extension must be in writing and signed by the Agent.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and (a) On the Merger and the Transactions have been abandoned, terms and subject to the satisfaction or, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d)this Agreement, the closing of the Merger Purchase (the "Merger Closing") will take place at the location specified in Schedule A, at the time and on the date designated by VIALOG by written notice set forth in accordance with Article 11 hereof delivered Schedule A or as soon as practicable thereafter, or at least three (3) days prior to such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another dateother place, time or place and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is agreed referred to in writing by the Parties to this Agreement and each Participating Agreement. Counsel for as the Parties to this Agreement and each Participating Agreement will hold a pre-closing one day prior "Closing Date". (b) Subject to the Merger Closing, at the offices fulfillment or waiver 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 Closing in this Section 1.2, at the Closing the Company will deliver the Preferred Shares and the Warrant, in each case as evidenced by one or more certificates dated the Closing Date and bearing appropriate legends as hereinafter provided for, in exchange for payment in full of the Purchase Price by wire transfer of immediately available United States funds to a bank account designated by the Company on Schedule A. (c) The respective obligations of each of the Parties 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 conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, "Governmental Entities") required for the consummation of the Purchase 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, if any, 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 Merger purchase and sale of the Purchased Securities as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Purchase 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 Article 7 below (x) Section 2.2(g) of this Agreement shall be delivered at true and correct in all respects as though made on and as of the Merger ClosingClosing Date, (y) Sections 2.2(a) through (f) shall be true and each correct in all material respects 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 in all material respects as of such certificateother date) and (z) Sections 2.2(h) through (v) (disregarding all qualifications or limitations set forth in such representations and warranties as to "materiality", legal opinion or "Company Material Adverse Effect" and words of similar import) shall be true and correct as though made on and as of the Closing Date (other instrument shallthan representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct as of such other date), except to the extent otherwise provided that the failure of such representations and warranties referred to in Article 7this Section 1.2(d)(i)(A)(z) to be so true and correct, individually or in the aggregate, does not have and would not reasonably be dated as expected to have a Company Material Adverse Effect 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) the Investor shall have received a certificate signed on behalf of the anticipated Financing Closing Date, which is expected Company by a senior executive officer certifying 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 effect 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 7 reasonably capable Section 1.2(d)(i) have been satisfied; (iii) the Company shall have duly adopted and filed with the Secretary of being satisfied State of its jurisdiction of organization or other applicable Governmental Entity the amendments to its certificate or articles of incorporation, articles of association, or similar organizational document ("Charter") in substantially the forms attached hereto as Annex A and Annex B (the "Certificates of Designations") and such filing shall have been accepted; (iv) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, "Benefit Plans") with respect to its Senior Executive Officers (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers shall have duly consented in writing to such changes), as may be necessary, during the period that the Investor owns any debt or equity securities of the Company acquired pursuant to this Agreement or the Warrant, in order to comply with Section 111(b) of the Emergency Economic Stabilization Act of 2008 ("EESA") as implemented by guidance or regulation thereunder that has been issued and is in effect as of the Closing Date, and (B) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the condition set forth in Section 1.2(d)(iv)(A) has been satisfied; (v) each of the Company's Senior Executive Officers shall have delivered to the Investor a written waiver in the form attached hereto as Annex C releasing the Investor from any claims that such Senior Executive Officers may otherwise have as a result of the issuance, on or prior to the Merger ClosingClosing Date, includingof any regulations which require the modification of, without limitationand the agreement of the Company hereunder to modify, the conditions set forth terms of any Benefit Plans with respect to its Senior Executive Officers to eliminate any provisions of such Benefit Plans that would not be in Sections 7.1(acompliance with the requirements of Section 111(b) of the EESA as implemented by guidance or regulation thereunder that has been issued and is in effect as of the Closing Date; (vi) the Company shall have delivered to the Investor a written opinion from counsel to the Company (which may be internal counsel), (c), (f), and (h), to be satisfied prior addressed to the Merger ClosingInvestor and dated as of the Closing Date, in substantially the form attached hereto as Annex D; (vii) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence of shares in book-entry form, evidencing the Preferred Shares to Investor or its designee(s); and (viii) the Company shall have duly executed the Warrant in substantially the form attached hereto as Annex E and delivered such executed Warrant to the Investor or its designee(s).

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 (a) The closing of the Merger transactions contemplated by this Agreement (the "Merger Closing") will shall take place concurrently with the execution of this Agreement 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 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 effective as of 12:01 a.m. (Eastern Time) on the Financing Closing Date. In lieu of an in-person Closing, the event that Closing may instead be accomplished by facsimile or email (in PDF format) transmission to the Effective Time respective offices of legal counsel for the parties of the requisite documents, duly executed where required, delivered upon actual confirmed receipt. (b) At the Closing, Seller shall deliver (or cause to be delivered) to Purchaser, originals or copies, if specified, of the following: (i) a counterpart of this Agreement, duly executed by Seller and Financing the Member; (ii) one or more bills of sale (the "B▇▇▇ of Sale"), transferring the tangible personal property included in the Purchased Assets to Purchaser; (iii) one or more assignment and assumption agreements (the "Assignment and Assumption Agreement") effecting the assignment to and the assumption by Purchaser of the Purchased Assets and the Assumed Liabilities; (iv) a counterpart to the Transition Services Agreement, duly executed by Seller; (v) a counterpart of the Escrow Agreement, duly executed by Seller; (vi) certificates of good standing (or similar certificates) for Seller, dated not more than ten (10) calendar days prior to the Closing Date, issued by the Secretary of State of the State of Delaware and a certificate of qualification to do business as a foreign limited liability company issued by the Secretary of State of the State of Maryland dated within ten (10) Business Days of the Closing; (vii) copies of resolutions adopted by the Member and the Manager of Seller authorizing and approving the execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Manager of Seller; (viii) copies of (i) the certified Certificate of Formation (or equivalent) of Seller, including all amendments thereto, and (ii) the Limited Liability Company Agreement of Seller, including all amendments thereto, each certified as true, complete and correct and in full force and effect on the Closing Date occur by the Manager of Seller; (ix) payoff letters for each instrument evidencing all outstanding Indebtedness of Seller from the obligees thereunder set forth on a date other than Schedule 2.7(b)(ix) (the fifth business day following "Repaid Closing Indebtedness"), setting forth the Merger Closing, amounts necessary to pay off all such certificates, legal opinions and instruments shall be re-dated Repaid Closing Indebtedness under such instrument as of the Financing Closing Date along with the per diem interest amount with respect thereto, and evidence reasonably satisfactory to Purchaser of the release of all Liens (other than Permitted Liens) on the Purchased Assets and all UCC financing statements related thereto; and (x) the Consents set forth on Schedule 2.7(b)(x). (c) Seller has delivered to Purchaser a certificate setting forth the calculation of the Estimated Net Working Capital, including the amount of the Estimated Deficit Net Working Capital Payment or the Estimated Excess Net Working Capital Payment, as the case may be, if any (the "Net Working Capital Certificate"). (d) At the Closing, Purchaser shall deliver (or cause to be delivered) the following agreements, documents and other items: (i) to Seller and the Member, this Agreement, duly executed by Purchaser and Parent; (ii) to Seller, the Closing Cash; (iii) to Seller, the Seller Promissory Note, duly executed by Purchaser; (iv) to Seller, one or more certificates, or confirmations of registration in uncertificated form by book-entry in the registration system of Parent's transfer agent, representing the Parent Common Shares to be issued to Seller at the Closing pursuant to Section 2.3(c). (v) to the Escrow Agent, the Escrow Amount; (vi) to Seller, a signed counterpart to the Assignment and Assumption Agreement; (vii) to Seller, a signed counterpart to the Transition Services Agreement; (viii) to Seller, a counterpart to the Escrow Agreement signed by Purchaser and the Escrow Agent; (ix) to Seller, a certificate of existence for the Purchaser and the Parent, dated not more than ten (10) calendar days prior to the Closing Date. The Company, issued by the Principal StockholderSecretary of State of the State of Indiana; (x) to Seller, VIALOG copies of resolutions adopted by Purchaser and VIALOG Merger Subsidiary Parent authorizing and approving the execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Secretary of Parent; (xi) to Seller, copies of (i) the certified Articles of Incorporation (or equivalent) of Purchaser and Parent, including all amendments thereto, and (ii) the Bylaws (or equivalent) of each of Purchaser and Parent, including all amendments thereto, each certified as true, complete and correct and in full force and effect on the Closing Date by the Secretary of Parent; and (xii) At or prior to the Closing, Purchaser shall use their respective best efforts to cause have entered into a lease or sublease for the Facility on terms and conditions mutually agreed between Purchaser and Landlord (the "New Lease"). (e) Purchaser has reached agreement with each of the conditions set forth in Article 7 reasonably capable Key Employees on employment arrangements for employment by Purchaser of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger ClosingKey Employees.

Closing. Unless this Agreement is terminated pursuant The obligation of Telenor to Section ------- 8.1 purchase and the Merger and the Transactions have been abandonedpay for any VIP Shares, and VIP Preferred Shares or VIP-R Shares on any Option Closing Date shall be 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 fulfillment on the date designated by VIALOG by written notice in accordance with Article 11 hereof delivered at least three (3) days or prior to such date, at Option Closing Date of each of the offices following conditions precedent (any or all of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time which may be waived in whole or place is agreed to in part by Telenor in writing by in its sole discretion): (a) Eco Telecom and Telenor shall have executed and delivered an Individual Share Purchase Agreement in respect of such VIP, Shares, VIP Preferred Shares or VIP-R Shares, as the Parties to this Agreement and each Participating Agreement. Counsel for case may be. (b) The approval of the Parties to this Agreement and each Participating Agreement will hold a pre-closing one day MAMP shall have been obtained on or prior to such Option Closing Date; provided that if Telenor shall have voluntarily purchased more than 45% or more than 50% of the Merger Closingoutstanding Voting Securities of the Company without obtaining approval of the MAMP to purchase up to 85% of the outstanding Voting Securities of the Company, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, for the purpose of finalizing all documents to then such approval shall not be signed at the Merger Closing. All certificates, legal opinions and other instruments required to be delivered in order to satisfy the conditions a condition precedent 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 Telenor on 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 Option Closing Date. In For the event that avoidance of doubt, Telenor shall not be deemed to have voluntarily purchased any VIP Shares or Voting Securities by reason of any reduction of capital by the Effective Time and Financing Company or by the declaration of invalidity of any VIP Shares or other Voting Securities of the Company. (c) There shall not be in effect on such Option Closing Date occur on a date other than any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the fifth business day following the Merger Closing, all such certificates, legal opinions and instruments shall be re-dated as consummation of any 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), transactions intended to be satisfied prior consummated on such Option Closing Date and there shall not be pending on such Option Closing Date any Action or Proceeding or any other action in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the Merger Closing.issuance of any such Order or the enactment, promulgation or deemed

Closing. Unless this Agreement is terminated The following shall take place at Closing: (a) SELLER and PURCHASER shall execute and deliver the assignments and bill ▇▇ sale on the forms which are attached as Exhibits "2a" through "2e", conveying the Oil & Gas Interests to PURCHASER. (b) PURCHASER shall pay to SELLER by wire transfer an amount equal to the Purchase Price ($45,800,000.00), subject to adjustments pursuant to Section ------- 8.1 6.1 and the Merger Financial Closing Document, which is attached hereto as Exhibit "4." (c) PURCHASER and SELLER shall execute and deliver the remaining exhibits, including the Lease of Platform Space Agreement, Exhibit "5" hereto; the Geophysical Data Non-Exclusive License Agreement, Exhibit "6" hereto; and the Transactions have been abandonedNon-Foreign Affidavits, which are attached hereto as Exhibit "7," and documents contemplated by the transaction described herein and any other agreements relative hereto deemed necessary or appropriate by the Parties. In addition, the Parties shall execute other appropriate instruments necessary to effect or support the transaction contemplated in this Agreement, including without limitation, any ratification or joinder documents consistent with the terms of this Agreement required to transfer any Contract Rights and any lease assignment forms, and subject Designations of Operator or other forms required by federal or state agencies to transfer operatorship of the satisfaction orOil & Gas Interests to PURCHASER. Upon PURCHASER's completion of its Closing obligations, if possibleSELLER shall deliver to PURCHASER, waiver exclusive possession of conditions set forth in Article 7 the Oil & Gas Interests as of the Closing. Notwithstanding any other than Section 7.1(d)provision of this Agreement, the closing failure of PURCHASER to deliver all 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 datePurchase Price, as adjusted as contemplated above, at Closing shall entitle SELLER to withhold all conveyancing documents until such time as it has received the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed full consideration for the conveyance. This right shall be in addition to in writing by the Parties to all other rights and remedies that SELLER may have under this Agreement and each Participating Agreementor at law or in equity. 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 No agreement to be signed at the Merger Closing. All certificates, legal opinions executed 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 certificateor action to be taken at the Closing, 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closing.effective until

Closing. Unless this Agreement is terminated pursuant Closing, or Closings if there be more than one (1), of the purchase and sale of the Property shall occur in Chatham County, North Carolina at the office of Purchaser’s attorney, on a date and time which shall be specified by Purchaser in its notice exercising the option (the “Closing Date”), but in no event shall the Closing take place earlier than fifteen (15) days nor later than forty-five (45) days after the date of exercise, or at such other place and time as the parties hereto shall mutually agree (the “Closing”). At each Closing: (a) Seller shall: (i) Execute and deliver to Section ------- 8.1 Purchaser, or such other grantee as named by Purchaser, a special warranty deed to the Property, in reasonable form and the Merger content satisfactory to Purchaser in Purchaser's reasonable discretion, conveying good and the Transactions have been abandonedmarketable title in fee simple, and based upon a legal description of the Property from a survey prepared for Purchaser, and reasonably acceptable to Seller, or in the event Purchaser elects to purchase all of the Property and does not obtain a survey, the property description on Appendix 1 shall be used to prepare the deed from Seller to Purchaser. Title shall be conveyed subject only to the satisfaction or, if possible, waiver following: (a) Zoning ordinances in effect; (b) All easements and rights of conditions set forth way of record that will not materially and adversely affect Purchaser’s Intended Use of the Property; (c) Taxes for the year in Article 7 other than Section 7.1(d), which the closing of the Merger takes place (the "Merger Closing") will take place which shall be prorated on the date designated calendar year basis to the Closing Date); (d) Such other exceptions as are approved in writing 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇; Notwithstanding the foregoing, llpSeller shall satisfy and discharge of record any and all liens, mortgages, or deeds of trust encumbering the Property (unless another dateany such liens or judgements are due to an act or omission of Purchaser in which event Purchaser shall remove same) and in no event shall any such lien, time mortgage, or place deed of trust (ii) Execute and deliver to Purchaser, or such other grantee as named by Purchaser, the Sewer Line Easement provided for in Section 5 hereof. (iii) Pay Seller's closing costs as hereinafter specified; (iv) Deliver to Purchaser an affidavit indicating that Seller is agreed not a foreign entity; (v) Deliver to Purchaser and Purchaser's title insurer an affidavit and indemnity agreement in writing by standard form regarding contractor's and materialmen’s liens on the Parties Property reasonably acceptable to this Agreement and each Participating Agreement. Counsel for Purchaser's title insurer; and (vi) If requested, deliver to Purchaser a resolution reasonably satisfactory to Purchaser, authorizing the Parties to this Agreement and each Participating Agreement will hold a pre-transaction contemplated herein. (b) Purchaser shall: (i) Pay the Purchase Price as herein defined; (ii) Pay Purchaser's closing one day prior to the Merger Closing, costs as hereinafter specified; Closing costs 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 Closing 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 paid 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closing.hereinafter specified:

Closing. Unless 3.1.1 The closing of the transactions contemplated by this Agreement is terminated pursuant shall take place (i) as to Section ------- 8.1 the USA Acquired Assets (which, for purposes of clarification, will include the Internet Store), the Headquarters Assets and the Merger USA Assumed Liabilities (the "USA Closing"), on the date that is three (3) Business Days following the satisfaction or waiver of all of the closing conditions set forth in this Article III that are applicable to USA Buyer, USA Seller, the USA Acquired Assets, the Headquarters Assets and the Transactions have been abandonedUSA Assumed Liabilities (other than those conditions that by their nature are to be satisfied at the USA Closing, and but subject to the satisfaction or, if possible, or waiver of those conditions) or at such other date as Buyer and Seller shall agree in writing (such date, the "USA Closing Date"), and (ii) as to the Canadian Acquired Assets and the Canadian Assumed Liabilities (the "Canadian Closing"), on the date that is three (3) Business Days following the satisfaction or waiver of all of the closing conditions set forth in this Article 7 III that are applicable to Canadian Buyer, Canadian Seller, the Canadian Acquired Assets and the Canadian Assumed Liabilities (other than Section 7.1(d)those conditions that by their nature are to be satisfied at the Canadian Closing, but subject to the closing satisfaction or waiver of the Merger those conditions) or at such other date as Buyer and Seller shall agree in writing (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, the "Canadian Closing Date"); provided that (a) the Canadian Closing shall under no circumstances occur prior to the USA Closing, (b) if all of the conditions to the USA Closing and the Canadian Closing set forth in this Article III have been satisfied or waived as of the same date, then both closings with respect to all of the Acquired Assets and the Assumed Liabilities shall occur on the same date, and (c) if the USA Closing occurs before the Canadian Closing (a "Bifurcated Closing"), then Buyer may elect, at any time in its sole discretion by providing written notice to Seller, not to acquire any of the Canadian Acquired Assets or assume any of the Canadian Assumed Liabilities, in which event the Acquired Assets and Assumed Liabilities hereunder shall be deemed to consist solely of the USA Acquired Assets, the Headquarters Assets and the USA Assumed Liabilities, and Buyer shall have no further rights or obligations whatsoever with respect to the Canadian Acquired Assets or the Canadian Assumed Liabilities, all of which shall be and be deemed to be part of the Retained Assets and the Retained Liabilities, respectively, for all purposes hereunder and at all times thereafter. 3.1.2 Each closing hereunder shall take place at the offices of D▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇ & L▇▇▇▇▇▇ & ▇▇▇▇▇▇LLP, llpNew York, unless another dateNew York, time or such other place is as may be agreed to in writing by the Parties parties, with an effective time of 12:01 a.m. on the Applicable Closing Date. 3.1.3 Neither Buyer nor Seller shall have any obligation to this Agreement and each Participating Agreement. Counsel for consummate either the Parties to this Agreement and each Participating Agreement will hold USA Closing or the Canadian Closing if it has not occurred by April 30, 2008 (the "Expiration Date"), provided that, in the case of a pre-closing one day prior to the Merger Bifurcated Closing, at any time on or after the offices of ▇▇▇▇▇▇USA Closing, ▇'▇▇▇▇▇▇▇Buyer may elect, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇in its sole discretion by providing written notice to Seller, llpto extend the Expiration Date by up to ninety (90) days. 3.1.4 Following the USA Closing, for the purpose of finalizing unless otherwise specifically provided herein, all documents to be signed at the Merger Closing. All certificatesrepresentations, legal opinions warranties, covenants, termination provisions and other instruments required to be delivered in order to satisfy the conditions agreements contained herein that relate to the obligations of Canadian Acquired Assets and/or the Parties to Canadian Assumed Liabilities shall remain in full force and effect through the Merger set forth in Article 7 below Canadian Closing Date (or, if applicable, the Expiration Date). 3.1.5 If the USA Closing occurs but the Canadian Closing has not occurred by the Expiration Date (including any extension thereof elected by Buyer), then there shall be delivered at the Merger no Canadian Closing, and each such certificate, legal opinion Buyer shall have no further rights or other instrument shall, except obligations whatsoever with respect to the extent otherwise provided in Article 7Canadian Acquired Assets or the Canadian Assumed Liabilities, all of which shall be dated as and be deemed to be part 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 Retained Assets and the Effective Time Retained Liabilities, respectively, for all purposes hereunder 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, at 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closingtimes thereafter.

Closing. Unless this Agreement is terminated pursuant to Section ------- 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"a) will The Closing shall 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 Seller, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llpat 10:00 A.M., Eastern Time on the first fiscal month end of Seller following the sixtieth day after the date of this Agreement (the “Month End Date”), unless another date, time or place is agreed to in writing by the Parties mutually agree to this Agreement and each Participating Agreementan earlier date. Counsel for the Parties to this Agreement and each Participating Agreement will hold a pre-closing one day No later than 10 days prior to the Merger Month End Date, Purchaser shall notify Seller (the “Closing Notice”) whether it has established the required front end systems to operate the Business on and from Closing, at or whether it will require Seller to provide the offices additional services set forth in the Commissionaire Agreement attached as Exhibit A to the Transition Services Agreement (“Alternative B”, and such agreement, the “Commissionaire Agreement”). If the Closing Notice indicates that Alternative B is required, Seller shall have the right to (i) notify Purchaser that it is extending the date for Closing to Seller’s next fiscal month end (the “Extended Date”), in which case the Parties shall proceed with Closing on the Extended Date and, if Purchaser notifies Seller no later than 10 days prior to the Extended Date that the Alternative B services shall be required on and from the Extended Date, the Parties shall enter into the Commissionaire Agreement effective as of ▇▇▇▇▇▇the Extended Date, ▇'▇▇▇▇▇▇▇or (ii) proceed with Closing on the Month End Date, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇and the Parties shall enter into the Commissionaire Agreement effective as of the Month End Date. The date on which the Closing occurs is called the “Closing Date.” The Closing shall be deemed to occur and be effective as of 11:59 P.M., llpEastern Time on the Closing Date (the “Effective Time”). (b) At the Closing, for the purpose of finalizing all documents to be signed at the Merger Closing. All certificates, legal opinions and other instruments required Purchaser shall deliver or cause to be delivered to Seller (i) the Closing Payment by wire transfer of immediately available funds to an account or accounts specified by Seller, (ii) the officer’s certificate referenced 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(aSection 6.3(c), (iii) a counterpart of each Ancillary Agreement executed by Purchaser, (iv) a counterpart of each Local Transfer Document to which Purchaser or one of its Affiliates is a party, executed by such party, (v) a counterpart of the Purchaser License Agreement, and (vi) if applicable pursuant to Section 2.10(a), a counterpart of the Commissionaire Agreement. (c) At the Closing, Seller shall deliver or cause to be delivered to Purchaser (i) all certificates (if any) representing the Equity Interests, (ii) the officer’s certificate referenced in Section 6.2(c), (f)iii) a counterpart of each Ancillary Agreement executed by Seller, (iv) a counterpart of each Local Transfer Document to which Seller, the Equity Selling Entity or an Asset Selling Entity is a party, executed by such party, (v) a counterpart of the Purchaser License Agreement, and (hvi) if applicable pursuant to Section 2.10(a), to be satisfied prior to a counterpart of the Merger ClosingCommissionaire Agreement.

Closing. Unless this Agreement The obligation of each Lender to make the initial Advance to be made by it on the Closing Date, is terminated pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, and subject to the satisfaction following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, if possiblein the case of the date of any of the following, waiver unless the Administrative Agent otherwise agrees or directs): (i) executed counterparts of conditions set this Agreement; (ii) a Revolving Note executed by the Borrower in favor of each Lender having a Pro Rata Share of the Revolving Commitment, each in a principal amount equal to that Lender's Pro Rata Share of the Revolving Commitment; (iii) a Tax Exempt Note executed by the Borrower in favor of each Lender having a Pro Rata Share of the Tax Exempt Commitment, each in a principal amount equal to that Lender's Pro Rata Share of the Tax Exempt Commitment; (iv) A letter agreement with the Administrative Agent setting forth the fees to be payable to the Construction Consultant in Article 7 other than Section 7.1(dconnection with the Golden Moon Project (which fees shall be mutually acceptable to the Administrative Agent and the Borrower); (v) the Collateral Agent and Intercreditor Agreement executed by the Borrower, together with such financing statements related thereto as the Administrative Agent may specify; (vi) the Security Agreement executed by the Borrower, together with such financing statements related thereto as the Administrative Agent may specify; (vii) the Deposit Account Agreement executed by the Borrower, and Trustmark with respect to each of the deposit accounts described on Schedule 5.26, together with such financing statements related thereto as the Administrative Agent may specify; (viii) the Swing Line Documents; (ix) Such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of the Borrower, the closing due organization, valid existence and good standing of the Merger Tribe as a federally recognized Indian Tribe, the formation, valid existence and good standing of the Borrower and the Tribe, their authority to execute, deliver and perform any Loan Documents, and the identity, authority and capacity of each Senior Officer authorized to act on their behalf, INCLUDING, without limitation, certified copies of the Constitution and amendments thereto, resolutions, incumbency certificates, Certificates of Senior Officers, and the like; (x) the "Merger Closing"favorable written legal opinions of internal counsel to the Borrower, substantially in the form of Exhibit D, together with copies of all factual certificates and legal opinions upon which such counsel have relied; (xi) will take place on the date designated by VIALOG by favorable written notice legal opinion of special counsel to the Borrower, substantially in accordance the forms of Exhibit E together with Article 11 hereof delivered at least three copies of all factual certificates and legal opinions upon which such counsel have relied; (3xii) days prior to such date, at the offices an advice letter of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, llpspecial Indian law counsel to the Administrative Agent; (xiii) a Certificate signed by a Senior Officer of the Borrower and the Tribe certifying that the conditions specified in Sections 10.1(c), unless another date(d) and (e) have been satisfied and attaching a copy of the Approved Budget; (xiv) evidence that insurance, time or place of the types and in the amounts specified in the Loan Documents, is agreed maintained in force by the Borrower, together with a lenders loss payable endorsement in favor of the Administrative Agent in a form acceptable to the Administrative Agent; (xv) the fee letter referred to in writing Article 3; (xvi) a Request for Loan in compliance with Article 2 (or in the appropriate case, a Request for Letter of Credit in compliance with Article 2); (xvii) a Certificate signed 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 Senior Officer of the Parties to effect Borrower and the Merger set forth Tribe attaching true, correct and complete copies of each of the Material Documents (including, in Article 7 below shall be delivered at each case, any amendments or modifications of the Merger Closing, and each such certificate, legal opinion or other instrument shall, except to the extent otherwise provided in Article 7, be dated terms thereof entered into as of the anticipated Financing Closing Date); (xviii) a copy of the Phase I site assessment prepared for the Golden Moon site; and (xix) such other assurances, which is expected to occur no later than five business days following the date of Merger Closing. All such certificates, legal documents, consents or opinions and other instruments shall be held in escrow by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between as 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 Administrative Agent reasonably may require. (b) The fees payable as of the Financing Closing Date. Date pursuant to Article 3 shall be paid concurrently. (c) The Companyrepresentations and warranties contained in Articles 4 and 5 shall be true and correct. (d) The Borrower and the Tribe shall be in compliance with all the terms and provisions of the Loan Documents, and no Default or Event of Default shall have occurred and be continuing. (e) The 14-day filing period for any referendum petition relating to the authorization of the Loan Documents under Article XI, Section 3 of the Constitution and Ordinance 47 of the Tribe shall have expired, with no such petition having been filed. (f) the Borrower, the Principal StockholderTribe, VIALOG Bank of America and VIALOG Merger Subsidiary the other Lenders under the Term Loan Agreement shall use their respective best efforts have concurrently entered into the Amended and Restated Term Loan Agreement and the related Swap Amendment to cause each the Paired Swap Agreement. (g) The Borrower shall have delivered a complete copy of the conditions set forth in Article 7 reasonably capable of being satisfied prior Approved Budget and Preliminary Plans to the Merger Closing, including, without limitation, Administrative Agent and the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger ClosingConstruction Consultant.

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 The consummation of the Merger (the "Merger “Closing"”) will shall take place on the third (3rd) Business Day after the first date designated (the “Conditions Satisfaction Date”) on which all of the conditions set forth in Section 7 have been satisfied or waived (other than those conditions that by VIALOG by written notice their nature are to be satisfied at the Closing), or at such other time as the parties hereto agree (the actual date on which the Closing takes place being the “Closing Date”); provided, however, that in accordance with Article 11 hereof delivered at least three no event shall the Company, the Significant Shareholder, the Purchaser or Merger Sub be obligated to effect the Closing on a date other than a Payroll Date; and provided, further, however, that in no event shall the Purchaser or Merger Sub be obligated to effect the Closing (3i) days prior to such date, the first Payroll Date following the Conditions Satisfaction Date or (ii) prior to the 45th day following the date of this Agreement (so long as the Favorable Results have not occurred). The Closing shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇'▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed to in writing by at such other location as the Parties to this Agreement and each Participating Agreementparties hereto agree. Counsel for On 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 subject to occur no later than five business days following the date satisfaction or waiver 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 Section 7 reasonably capable (other than those conditions that by their nature are to be satisfied at the Closing), the parties shall cause the Merger to be consummated by the execution of being satisfied Articles of Merger in the form of Exhibit A (the “Articles of Merger”) in accordance with the relevant provisions of the Virginia Act and the filing of the Articles of Merger, as so executed, with the State Corporation Commission of the Commonwealth of Virginia in accordance with the relevant provisions of the Virginia Act. For purposes of this Agreement, the term “Favorable Results” means (i) a letter from Argy to the Company, delivered on or after the date hereof but prior to the Merger Closing, includingstating that it has determined that the Existing Audited 2009 Financials do not have to be restated in order for the Company to properly recognize revenue therein in accordance with GAAP for the FDA Mail Contract for the Company’s fiscal year ended December 31, without limitation2009, accompanied by a written explanation from Argy as to why such restatement is not required (which explanation shall be reasonably satisfactory to the conditions set forth in Sections 7.1(aPurchaser), or (c)ii) the delivery by the Company to the Purchaser, (f), and (h), to be satisfied on or after the date hereof but prior to the Merger Closing, of the Restated Audited 2009 Financials, accompanied by an unqualified auditor’s letter of Argy with respect thereto.

Closing. (a) Unless this Agreement is shall have been terminated pursuant to Section ------- 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 transactions contemplated hereby (the "Merger “Closing"”) will shall 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, llp, unless another date, time or 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 third 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 satisfaction or waiver of the conditions set forth in Article 7 reasonably capable VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or wavier of being satisfied such conditions at the Closing) or at such other place and on such other date as shall be mutually agreed to by Parent and the Company. At the Closing, the parties shall exchange the documents referred to in Article VII and all necessary filings with the Secretary of State to consummate the Merger under the DGCL (including the Certificate of Merger) shall be made in accordance with the applicable provisions of the DGCL. (b) Notwithstanding the foregoing, if in Parent’s reasonable judgment delaying the Closing is necessary or desirable in connection with obtaining the Financing or consummation of the “Restructuring” substantially as contemplated by the Financing Commitment (i) so that consummation of the Merger pursuant to this Agreement will not result in a disqualification of Parent’s status as a real estate investment trust under the Code, or (ii) in connection with any filings with respect to the Securities or such Restructuring with the Securities and Exchange Commission relating to the transactions contemplated by this Agreement deemed necessary or desirable by Parent: (A) Parent shall have the right, by notice given to the Company on or prior to the Merger Closing, including, without limitation, third business day following the satisfaction of the conditions set forth in Article VII, to delay the Closing until such date as Parent shall determine (but not later than January 31, 2007); and (B) Parent shall have the further right (if Parent has exercised its right to delay the Closing under subclause (A)), by notice given to the Company on or prior to January 26, 2007, to delay the Closing to the extent that, in Parent’s reasonable judgment, such delay is necessary or desirable in connection with obtaining the Financing for either or both of the reasons set forth in clauses (i) and (ii) above, until such date as Parent shall determine (but not later than June 30, 2007); provided that if Parent exercises its right to delay the Closing under subclause (B), simultaneously with giving notice to delay the Closing, Parent shall deposit with the Escrow Agent an amount of cash equal to one hundred million dollars ($100,000,000.00) (the “Good Faith Deposit”) pursuant to an escrow agreement on mutually agreeable terms consistent with the terms of this Agreement. If the Merger shall not have occurred on or prior to June 29, 2007 (X) other than as a result of the failure to be satisfied (or waived) of one or more of the applicable conditions set forth in Sections 7.1(a7.01 or Section 7.02(b), (cd) and (e), the Good Faith Deposit (and interest accrued thereon) shall be paid to the Company and may be retained by it in addition to and not in lieu of any other remedy available to the Company at law or in equity, and, accordingly, shall not be deemed to be a substitute therefor or approximation thereof, or (Y) as a result of the failure to be satisfied (or waived) of one or more of the applicable conditions set forth in Section 7.01 or Section 7.02(b), (fd) and (e), the Good Faith Deposit (and (h), interest accrued thereon) shall be paid to be satisfied prior Parent. The escrow agreement referred to above shall contain provisions with respect to the Merger Closingtiming and procedure of distributions of the Good Faith Deposit (and interest accrued thereon) consistent with the foregoing, and shall provide that, upon consummation of the Merger, the Good Faith Deposit (and interest accrued thereon) shall be applied to the Exchange Fund.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and The closing hereunder shall occur on 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 date (the "Merger ClosingCurrent Closing Date") will take place when each of the following conditions is satisfied (or waived by the Lead Agent and the Banks), each document to be dated the Current Closing Date unless otherwise indicated: (a) the Borrower shall have executed and delivered to the Lead Agent a Note for the account of each Bank dated on or before the Current Closing Date complying with the provisions of Section 2.5 (and upon receipt of same, the "Notes" delivered pursuant to the First Amended Credit Agreement shall be returned to Borrower); (b) the Borrower, the Lead Agent and Managing Co-Agent and each of the Banks shall have executed and delivered to the Borrower, the Lead Agent and Managing Co-Agent a duly executed original of this Agreement; (c) the Lead Agent shall have received an opinion of counsel for the Borrower, acceptable to the Lead Agent, the Managing Co-Agent, the Banks and their counsel; (d) the Lead Agent shall have received all documents the Lead Agent may reasonably request relating to the existence of the Borrower, the authority for and the validity of this Agreement and the other Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Lead Agent. Such documentation shall include, without limitation, the articles of incorporation of the Borrower, as amended, modified or supplemented to the Current Closing Date, certified to be true, correct and complete by a senior officer of the Borrower as of a date designated by VIALOG by written notice in accordance with Article 11 hereof delivered at least three not more than ten (310) days prior to such datethe Current Closing Date, at together with a good standing certificate as to the offices Borrower from the Secretary of ▇▇▇▇▇▇State (or the equivalent thereof) of Maryland, ▇'▇▇▇▇▇▇▇each to be dated not more than thirty (30) days prior to the Current Closing Date; (e) the Lead Agent shall have received all certificates, ▇▇▇▇▇agreements and other documents and papers referred to in this Section 3.1 and the Notice of Borrowing referred to in Section 3.2, if applicable, unless otherwise specified, in sufficient counterparts, satisfactory in form and substance to the Lead Agent in its sole discretion; (f) the Borrower shall have taken all actions required to authorize the execution and delivery of this Agreement and the other Loan Documents and the performance thereof by the Borrower; (g) the Lead Agent shall be satisfied that neither the Borrower nor any Consolidated Subsidiary is subject to any present or contingent environmental liability which could have a Material Adverse Effect; (h) the Lead Agent shall have received wire transfer instructions in connection with the Loans, if any, to be made on the Current Closing Date; (i) the Lead Agent shall have received, for its and any other Bank's account, all fees due and payable pursuant to Section 2.9 hereof on or before the Current Closing Date, and the fees and expenses accrued through the Current Closing Date of Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇▇▇; (j) the Lead Agent shall have received copies of all consents, llplicenses and approvals, unless another dateif any, time or place is agreed to required in writing connection with the execution, delivery and performance by the Parties to this Agreement Borrower and each Participating Agreement. Counsel the applicable Consolidated Subsidiaries, and the validity and enforceability, of the Loan Documents, or in connection with any of the transactions contemplated thereby, and such consents, licenses and approvals shall be in full force and effect; (k) the Lead Agent shall have received the audited financial statements of the Borrower and its Consolidated Subsidiaries for the Parties to this Agreement and each Participating Agreement will hold a pre-closing one day prior to the Merger Closingfiscal year ending December 31, 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closing.1996; and

Closing. Unless this Agreement is terminated pursuant to Section 8.1 ------- 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 place, on the date day designated by VIALOG by written notice in accordance with Article 11 hereof delivered at least three (3) days prior to such date, date at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (e), (f), (g) and (h), to be satisfied prior to the Merger Closing.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and (a) On the Merger and the Transactions have been abandoned, terms and subject to the satisfaction or, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d)this Agreement, the closing of the Merger Purchase (the "Merger Closing"ìClosing”) will take place at the location specified in Schedule A, at the time and on the date designated by VIALOG by written notice set forth in accordance with Article 11 hereof delivered Schedule A or as soon as practicable thereafter, or at least three (3) days prior to such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another dateother place, time or place and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is agreed referred to in writing by the Parties to this Agreement and each Participating Agreement. Counsel for as the Parties to this Agreement and each Participating Agreement will hold a pre-closing one day prior ìClosing Date”. (b) Subject to the Merger Closing, at the offices fulfillment or waiver 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 Closing in this Section 1.2, at the Closing the Company will deliver the Preferred Shares and the Warrant, in each case as evidenced by one or more certificates dated the Closing Date and bearing appropriate legends as hereinafter provided for, in exchange for payment in full of the Purchase Price by wire transfer of immediately available United States funds to a bank account designated by the Company on Schedule A. (c) The respective obligations of each of the Parties 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 conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, ìGovernmental Entities”) required for the consummation of the Purchase 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, if any, 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 Merger purchase and sale of the Purchased Securities as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Purchase 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 Article 7 below (x) Section 2.2(g) of this Agreement shall be delivered at true and correct in all respects as though made on and as of the Merger ClosingClosing Date, (y) Sections 2.2(a) through (f) shall be true and each correct in all material respects 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 in all material respects as of such certificateother date) and (z) Sections 2.2(h) through (v) (disregarding all qualifications or limitations set forth in such representations and warranties as to ìmateriality”, legal opinion or ìCompany Material Adverse Effect” and words of similar import) shall be true and correct as though made on and as of the Closing Date (other instrument shallthan representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct as of such other date), except to the extent otherwise provided that the failure of such representations and warranties referred to in Article 7this Section 1.2(d)(i)(A)(z) to be so true and correct, individually or in the aggregate, does not have and would not reasonably be dated as expected to have a Company Material Adverse Effect 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) the Investor shall have received a certificate signed on behalf of the anticipated Financing Closing Date, which is expected Company by a senior executive officer certifying 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 effect 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 7 reasonably capable Section 1.2(d)(i) have been satisfied; (iii) the Company shall have duly adopted and filed with the Secretary of being satisfied State of its jurisdiction of organization or other applicable Governmental Entity the amendment to its certificate or articles of incorporation, articles of association, or similar organizational document (ìCharter”) in substantially the form attached hereto as Annex A (the ìCertificate of Designations”) and such filing shall have been accepted; (iv) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, ìBenefit Plans”) with respect to its Senior Executive Officers (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers shall have duly consented in writing to such changes), as may be necessary, during the period that the Investor owns any debt or equity securities of the Company acquired pursuant to this Agreement or the Warrant, in order to comply with Section 111(b) of the Emergency Economic Stabilization Act of 2008 (ìEESA”) as implemented by guidance or regulation thereunder that has been issued and is in effect as of the Closing Date, and (B) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the condition set forth in Section 1.2(d)(iv)(A) has been satisfied; (v) each of the Companyís Senior Executive Officers shall have delivered to the Investor a written waiver in the form attached hereto as Annex B releasing the Investor from any claims that such Senior Executive Officers may otherwise have as a result of the issuance, on or prior to the Merger ClosingClosing Date, includingof any regulations which require the modification of, without limitationand the agreement of the Company hereunder to modify, the conditions set forth terms of any Benefit Plans with respect to its Senior Executive Officers to eliminate any provisions of such Benefit Plans that would not be in Sections 7.1(acompliance with the requirements of Section 111(b) of the EESA as implemented by guidance or regulation thereunder that has been issued and is in effect as of the Closing Date; (vi) the Company shall have delivered to the Investor a written opinion from counsel to the Company (which may be internal counsel), (c), (f), and (h), to be satisfied prior addressed to the Merger ClosingInvestor and dated as of the Closing Date, in substantially the form attached hereto as Annex C; (vii) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence of shares in book-entry form, evidencing the Preferred Shares to Investor or its designee(s); and (viii) the Company shall have duly executed the Warrant in substantially the form attached hereto as Annex D and delivered such executed Warrant to the Investor or its designee(s).

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and (a) On the Merger and the Transactions have been abandoned, terms and subject to the satisfaction orconditions of this Agreement, if possiblethe consummation of the Mergers (the “Closing”, waiver and the day on which the Closing occurs, the “Closing Date”) shall take place remotely by conference call and exchange of documents and signatures in accordance with Section 11.9 on the date that is three (3) Business Days after the first date on which all conditions set forth in Article 7 IX that are required hereunder to be satisfied on or prior to the Closing shall have been satisfied or waived (other than Section 7.1(dthose conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), the closing of the Merger (the "Merger Closing") will take place on the date designated by VIALOG by written notice unless extended in accordance with Article 11 hereof delivered Section 2.6(c) or at least three (3) days prior to such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, other time or place is in such other manner as shall be agreed upon by SPAC and the Company in writing; provided that if the First Merger and the Second Merger are not consummated on the same day, references to in writing by the Parties Closing and the Closing Date shall be construed to this Agreement mean the consummation of the First Merger and the date of the First Merger Effective Time, respectively, and each Participating party hereto shall take all actions within its power as may be necessary or appropriate such that the Second Merger is consummated as promptly as reasonably practicable after the Closing. (b) Prior to or on the Closing Date, (i) the Company shall deliver or cause to be delivered to SPAC, a certificate signed by an authorized director or officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 9.2 have been fulfilled; (ii) SPAC shall deliver or cause to be delivered to the Company a certificate signed by an authorized director or officer of SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3 have been fulfilled. (iii) the Company shall deliver or cause to be delivered to SPAC, evidence of the appointment of the SPAC Director as a director on the board of directors of the Company in accordance with Section 2.2(g), effective as of the First Merger Effective Time; (iv) the SPAC shall deliver or cause to be delivered to the Company, evidence of the resignation or removal of all the directors of SPAC as a director on the board of directors of the Surviving Entity in accordance with Section 2.2(g), effective as of the First Merger Effective Time; (v) the SPAC shall deliver or cause each SPAC Insider to deliver to the Company, a deed of adherence duly executed by such SPAC Insider in substantially the form of Annex I attached to the Shareholder Support Agreement. Counsel for the Parties to this Agreement and each Participating Agreement will hold a pre-closing one day , effective on or prior to the First Merger ClosingEffective Time; (vi) the Company shall deliver or cause each Company Shareholder (if not already a party to the Shareholders Support Agreement) to deliver to SPAC, at a deed of adherence duly executed by such Company Shareholder in substantially the offices form of ▇▇▇▇▇▇Annex I attached to the Shareholder Support Agreement, ▇'▇▇▇▇▇▇▇effective on or prior to the First Merger Effective Time; (vii) the Company and SPAC (or the Surviving Entity following the First Merger and the Surviving Company following the Second Merger), ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇shall: (1) cause any documents, llp, for the purpose of finalizing all documents to be signed at the Merger Closing. All certificates, legal opinions and other instruments notices required to be delivered in order to satisfy the conditions to the obligations Trustee pursuant to the Trust Agreement to be so delivered; (2) pay, or cause the Trustee to pay at the direction and on behalf of SPAC (or the Surviving Entity following the First Merger and the Surviving Company following the Second Merger), by wire transfer of immediately available funds from the Trust Account (A) as and when due all amounts payable on account of the Parties SPAC Shareholder Redemption Amount to effect former SPAC Shareholders pursuant to their exercise of the Merger SPAC Shareholder Redemption Right, (B) all accrued and unpaid Company Transaction Expenses and, subject to Section 11.6, all accrued and unpaid SPAC Transaction Expenses, each as set forth in Article 7 below shall on a written statement to 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 Surviving Company by or on behalf of the anticipated Financing Company and SPAC, respectively, not less than two (2) Business Days prior to the Closing Date, which is expected to occur no later than five business days following shall include the date of Merger Closing. All such certificates, legal opinions respective amounts and other instruments shall be held in escrow by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between wire transfer instructions for 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f)payment thereof, and (h)C) immediately thereafter, all remaining amounts then available in the Trust Account (if any) (the “Remaining Trust Fund Proceeds”) to be satisfied prior a bank account designated by the Company for its immediate use, subject to this Agreement (including, for the Merger Closingavoidance of doubt, Section 8.7) and the Trust Agreement; and (3) thereafter, the Trust Account shall terminate, except as otherwise provided in the Trust Agreement.

Closing. Unless this Agreement is terminated pursuant to Section ------- 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"a) The 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 Hugh▇▇ & Luce, ▇.L.P., 1717 ▇▇▇▇▇▇, ▇'▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ & (▇▇▇▇▇▇▇ such other location as the Parties may agree), llpat 10:00 a.m. local time, for on the purpose Closing Date. (b) At the Closing, Purchaser will (i) pay each Seller its Pro Rata Share of finalizing all documents the Aggregate Purchase Price payable to the Sellers on the Closing Date (as determined in accordance with Section 2.3(c)) by wire transfer of immediately available funds to such accounts as the Sellers specify to Purchaser pursuant to a letter of direction delivered to Purchaser not less than two (2) Business Days prior to the Closing Date, (ii) pay, or cause to be signed at paid, in full all Senior Bank Debt by wire transfer of immediately available funds pursuant to a payoff and release letter delivered to Purchaser not less than two (2) Business Days prior to the Merger Closing. All certificatesClosing Date, legal opinions (iii) pay $15,000,000 by wire transfer of immediately available funds into an escrow account pursuant to the Indemnity Escrow Agreement, and other (iii) deliver to each of the Sellers and the Company the documents and instruments required to be delivered in order to satisfy by Purchaser on the conditions to Closing Date under the obligations terms of this Agreement and such other documents as any Seller or the Company reasonably requests for the consummation of the Parties to effect transactions contemplated by this Agreement. (c) At the Merger set forth in Article 7 below shall be delivered at the Merger Closing, (i) the Sellers will deliver, or cause to be delivered, to Purchaser (A) certificates representing all the shares of Company Common Stock issued and each such certificateoutstanding on the Closing Date (including the Shares) duly endorsed or accompanied by duly executed blank stock powers, legal opinion or other instrument shall, except to (B) assignments of general partnership interests for the extent otherwise provided in Article 7, be dated as transfer of the anticipated Financing Closing Date, which is expected Partnership Interests 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f)Purchaser, and (h), C) such other documents and instruments required to be satisfied prior delivered by the Sellers on the Closing Date under the terms of this Agreement or as otherwise reasonably requested by Purchaser for the consummation of the transactions contemplated by this Agreement, and (ii) the Company will deliver to Purchaser the Merger Closingdocuments and instruments required to be delivered by the Company on the Closing Date under the terms of this Agreement and such other documents as Purchaser reasonably requests for the consummation of the transactions contemplated by this Agreement.

Closing. Unless (a) Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement is terminated pursuant shall take place at a closing (the "Closing") to Section ------- 8.1 and the Merger and the Transactions have been abandonedbe held at 10:00 a.m., and subject to New York City time, at a mutually agreeable location in New York City, on a date ("Closing Date") as soon as practicable following the satisfaction or, if possible, or waiver of the conditions to Closing set forth in Article 7 Section 6 hereof. (b) At the Closing, Seller shall deliver to (i) WinLLC1, certificates rep resenting the Shares, duly executed in form for transfer by the record holders thereof or with duly executed stock powers therefor, not bearing restrictive legends of any nature other than Section 7.1(d)legends referring to restrictions imposed by Federal and state securities laws and free and clear of any liens, 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 dateclaims, at the offices of ▇▇▇▇▇▇charges, ▇'▇▇▇▇▇▇▇restrictions, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 security interests or other instrument shall, except to the extent otherwise provided in Article 7, be dated as encumbrances 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 7 reasonably capable of being satisfied prior to the Merger Closingany kind, including, without limitation, encumbrances created by option, voting rights, buy-sell, stockholder or other agreements of any kind whatsoever affecting the conditions Shares (collectively, "Encumbrances") other than Encumbrances resulting from the actions or omissions of WinStar or WinLLC1 ("WinStar Encumbrances") and those imposed by Federal and state securities laws, and (ii) WinStar and WinLLC1, the certificates and other documents required to be delivered by Seller pursuant hereto. (c) At the Closing, WinStar and WinLLC1 (collectively, the "WinStar Parties") shall deliver to Seller (i) a certificate for 228,132 of the WinStar Shares, and (ii) the certificates and other documents required to be delivered by the WinStar Parties pursuant hereto and shall deliver to the escrow agent referred to in Section 7(c) a certificate for the balance of the WinStar Shares. The certificates for the WinStar Shares and any Adjustment Shares issued hereunder shall bear the legends (the "Legends") set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger ClosingSchedule A annexed hereto.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and (a) Upon the Merger and the Transactions have been abandoned, terms and subject to the satisfaction or, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d)herein, the closing purchase and sale of the Merger Shares pursuant to this Agreement (the "Merger Closing") will shall 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 ▇▇▇▇▇▇Skadden, ▇'▇▇▇▇▇▇▇Arps, ▇▇Slate, M▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP in London, llpEngland, unless another dateat 9:00 A.M., time or place is agreed to in writing by local time, on the Parties to Closing Date. (b) The Integration, the Closing under this Agreement and each Participating Agreement. Counsel for the Parties closing of the transactions contemplated by the Other Purchase Agreements shall, upon the terms and subject to the conditions set forth in the Integration Agreements, this Agreement and the Other Purchase Agreements, be consummated, if at all, in the following order and shall, for purposes of this Agreement, be deemed effective as of the Closing Date: (i) On the third Business Day following the date on which all of the conditions set forth in Articles VII, VIII and IX hereof and in Articles VII, VIII and IX of each Participating Agreement of the Other Purchase Agreements (other than the conditions specified in Sections 7.5 and 7.6 hereof and thereof and other than the conditions that by their terms relate to the Closing Date) have been satisfied or waived, or such other time as Parent and the Sellers' Representatives may mutually agree upon in writing (such date being sometimes referred to herein as the "Integration Commencement Date"), the JLW Parties, the Shareholders and the Related JLW Owners will hold take (or cause to be taken) the actions contemplated to be taken under the terms of the Integration Plan and the Integration Agreements, in the order provided therein and on a prebasis such that (except as to any Post-closing one day Closing Integration Actions) the Integration will be completed (the "Integration Completion") no later than the third Business Day following the Integration Commencement Date or as soon thereafter as practicable, but in no event later than five Business Days after the Integration Commencement Date (the date of such completion being sometimes referred to herein as the "Integration Completion Date"); provided that prior to the Merger Closingcommencement of the Integration, at Parent shall have delivered to the offices Sellers' Representatives a certificate of ▇▇▇▇▇▇acknowledgment that the conditions precedent to the commencement of the Integration described above have been so satisfied or waived; and (ii) On the later to occur of (A) the Business Day next following the receipt of the Call Notice or the Put Notice (as such terms are defined in the Europe/USA Region Agreement) under the Europe/USA Region Agreement, ▇'▇▇▇▇▇▇▇as the case may be, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, for and (B) 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 date on which the conditions to the obligations of the Parties parties under this Agreement which relate to effect the Merger set forth Closing Date (other than Section 7.5 hereof) and under both the Asia Region Agreement and the Europe/USA Region Agreement which relate to the Closing Date (as such term is defined in Article 7 below the Asia Region Agreement and the Europe/USA Region Agreement), (other than Section 7.5 thereof) shall have been satisfied or waived, or such other time as Parent and the Sellers' Representatives may mutually agree upon in writing, the closing of the transactions contemplated by this Agreement, the Asia Region Agreement and the Europe/USA Agreement 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 consummated (the date of Merger Closing. All such certificates, legal opinions and other instruments shall be held in escrow by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between consummation being sometimes referred to herein as 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a"), (c), (f), and (h), to be satisfied prior to the Merger Closing.

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 The closing of the Merger transactions contemplated hereby (the "Merger Closing") will take place shall occur on the date designated by VIALOG by written notice in accordance with Article 11 hereof delivered at least three (3) days prior to such dateApril 2, 1997, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 following shall occur at the Closing: (a) Holder shall irrevocably instruct the participant in The Depository Trust Company ("D.T.C.") System that holds the Old Debentures on behalf of Holder to deliver the Old Debentures to JI against the delivery by JI of the New Debentures and shall be released from escrow concurrently take such action as is reasonably necessary to cause such delivery to occur on the date of Closing. (b) JI shall deliver to the Holder the Series A Debentures as set forth in Schedule 1 hereto duly registered in the name of Cede & Co., as nominee of D.T.C. and authenticated by the trustee under the New Indenture, with the Effective Time legend in the form set forth on the Financing form of Series A Debenture set forth in New Indenture. The closing of the transactions contemplated hereby shall be expressly conditioned upon the satisfaction of the Supplemental Indenture Conditions, the Minimum Purchase and Sale Conditions and the General Conditions (as each such term is defined in Section 6). JI covenants that, prior to the Closing Date, JI shall not amend the Old Indenture (including pursuant to the supplemental indenture effecting the Proposed Amendments in substantially the form of Exhibit A hereto (the "Supplemental Indenture")) without the written consent of the Holder unless immediately thereafter it consummates the transactions contemplated hereby. In The obligations of each party to close pursuant to this Section 2 shall also be conditioned upon the event that the Effective Time respective representations and Financing Closing Date occur on a date other than the fifth business day following the Merger Closing, warranties by each such party herein being true and correct in all such certificates, legal opinions and instruments shall be re-dated material respects as of the Financing Closing Date. The Company, the Principal Stockholder, VIALOG and VIALOG Merger Subsidiary such representations and warranties shall use their respective best efforts be deemed to cause each be restated and remade as of the conditions set forth in Article 7 reasonably capable date of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closing.

Closing. Unless this Agreement The closing of the sale of the Property by Seller to Purchaser ("Closing") shall occur on the frrst business day following the expiration of -------------ten (1Q__) days from and after [check the first box if there is terminated pursuant to Section ------- 8.1 no FDIC Standard QCD Form Real Estate Purchase and Sale Contract- Page 4 fdicformresalescontract_QCD_recorp_040411_final.doc Inspection Period] [./]the Effective Date [ ]the Merger and the Transactions have been abandoned, and subject to the satisfaction or, if possible, waiver of conditions expiration ofthe Inspection Period as set forth in Article 7 other than Section 7.1(d), the closing of the Merger 7(a) hereinabove (the "Merger ClosingClosing Date") will take place on the date designated by VIALOG by written notice in accordance with Article 11 hereof delivered ). The Closing shall occur at least three (3) days prior to such dateSeller's offices or, at Seller's option, at the offices of ofa title company or closing attorney designated by Seller in its sole discretion (in either event, the "Settlement Agent''). At Closing, among the other requirements set forth in this Contract, Purchaser shall deliver the Purchase Price to Seller in accordance with Section 3 hereinabove and, ifapplicable, the additional amount set forth in said Section 3 for the personalty to be conveyed hereunder, and Seller shall deliver the Deed and, ifapplicable under Section 32 hereof, the Bill ofSale, to Purchaser. Ifeither party fails to close the sale under the terms ofthis Contract, the non-defaulting party will be entitled to exercise the remedies provided in Section 16 hereof. Any extension ofthe Closing Date must be in writing and executed by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed to and Seller 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 advance 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 scheduled Closing Date. In Notwithstanding the event that foregoing, Seller shall have the Effective Time and Financing right, in its sole discretion, to extend the Closing Date occur on for a date other than the fifth business day following the Merger Closing, all such certificates, legal opinions and instruments shall be re-dated period ofup to ----------thirty Ll.Q_J days 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closingit may deem necessary or appropriate.

Closing. Unless Closing shall take place at the Closing Place on the Closing Date if there has been satisfaction or waiver of the conditions of Closing herein contained. Subject to all other provisions of this Agreement is terminated pursuant to Section ------- 8.1 Agreement, possession, risk, legal and the Merger beneficial ownership of Quattro’s interest in and the Transactions have been abandoned, and subject to the satisfaction orAssets shall pass from Quattro to Purchaser on the Closing Date. (a) On the Closing Date, if possibleVendor shall deliver to Purchaser: (i) the General Conveyance in the form attached as Schedule "D", waiver duly executed by Vendor; (ii) the Officer's Certificate substantially in the form attached as Schedule "E", duly executed by Vendor; (iii) a receipt for the Purchase Price payable at Closing as adjusted herein (including applicable interest) plus applicable GST and/or Sales Taxes; (iv) a copy of conditions set forth the Court Order; (v) the Specific Conveyances, duly executed by Vendor, to the extent prepared on or before the Closing Date; and (vi) such other documents as may be specifically required hereunder or as may be reasonably requested by Purchaser upon reasonable notice to Vendor. (b) On the Closing Date, Purchaser shall deliver to Vendor: (i) the balance owing on the Purchase Price, as adjusted herein (including applicable interest) plus applicable GST and Sales Taxes; (ii) the General Conveyance in Article 7 other than Section 7.1(d)the form attached as Schedule "D", duly executed by Purchaser; (iii) the Officer's Certificate substantially in the form attached as Schedule "E", duly executed by Purchaser; (iv) where required, the closing of Specific Conveyances, duly executed by Purchaser, to 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 extent such Specific Conveyances were provided to such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 Purchaser no later than one day Business 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 ; and (v) such other documents as may be specifically required hereunder or as may be reasonably requested by Vendor upon reasonable notice 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger ClosingPurchaser.

Closing. Unless The closing ("Closing") of the transaction contemplated by this Agreement is terminated pursuant to Section ------- 8.1 shall be on a date and at such time as the Merger and the Transactions have been abandonedparties may agree ("Closing Date") but not later than ________2007, and subject to the satisfaction orright of the Company or LUCKYBULL to extend such Closing Date by up to an additional ten (10) days. Such Closing shall take place at a mutually agreeable time and place. At Closing, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d)or immediately thereafter, the closing following will occur: a) The LUCKYBULL Shareholder shall surrender the share certificates evidencing 100% of the Merger shares of LUCKYBULL, duly endorsed with Medallion Guaranteed share powers so as to make the Company the sole owner thereof; b) The Company will issue and deliver the Note to the LUCKYBULL Shareholder; c) the LUCKYBULL Shareholder shall deliver duly executed instruments of transfer and bought and sold notes to the Company in respect of all the shares exchanged pursuant to the Purchase Offer for stamping at the Inland Revenue Department of Hong Kong; and d) At the Closing, the Company, LUCKYBULL and the LUCKYBULL Shareholder shall execute, acknowledge, and deliver (the "Merger Closing"or shall ensure to be executed, acknowledged, and delivered) will take place on the date designated any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by VIALOG by written notice in accordance with Article 11 hereof this Agreement to be so delivered at least three (3) days prior to such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 together with such other items as may be reasonably requested by the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, for the purpose of finalizing all documents to be signed at the Merger Closing. All certificates, parties hereto and their respective legal opinions and other instruments required to be delivered counsel in order to satisfy effectuate or evidence the conditions transactions contemplated hereby. Among other things, the Company shall provide an opinion of counsel acceptable to LUCKYBULL as to such matters as LUCKYBULL may reasonably request, which shall include, but not be limited to, a statement, to the obligations effect that to such counsel's best knowledge, after reasonable investigation, from inception until the Closing Date, the Company has complied with all applicable statutes and regulations of the Parties to effect the Merger set forth in Article 7 below shall be delivered at the Merger Closingany federal, and each such certificatestate, legal opinion or other instrument shallapplicable governmental entity or agency thereof, except to the extent otherwise provided in Article 7that noncompliance would not materially and adversely affect the business, be dated as operations, properties, assets or condition of the anticipated Financing Closing DateCompany or except to the extent that noncompliance would not result in the occurrence of any material liability (such compliance including, 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 Companybut not being limited to, the Principal Stockholder, VIALOG filing of all reports to date with federal and VIALOG Merger Subsidiary shall use their respective best efforts to cause each of the conditions set forth in Article 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(astate securities authorities), (c), (f), and (h), to be satisfied prior to the Merger Closing.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and (a) The consummation of the Merger and Subscription contemplated hereby (the Transactions have been abandoned“Closing”) shall occur on the Closing Date, and subject to the satisfaction or, if possible, or waiver of the conditions set forth in Article 7 other than Section 7.1(dbelow. (b) At the time of Closing (the “Closing Time”), the closing Issuer shall deliver to each Subscriber (i) a physical certificate representing the Notes being purchased by such Subscriber at the Closing and (ii) a physical certificate representing the Warrant being purchased by such Subscriber at the Closing, in each case against payment of the Merger Notes Purchase Price for such Notes therefor by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer. (c) Subject to Section 4.19 of the Indenture, the Closing shall be subject to the satisfaction or valid waiver by each of the parties hereto of the following conditions: (i) The Subscribers shall have received all of the following, which shall be originals or facsimiles or “pdf” files unless otherwise specified, each property executed by a Responsible Officer of the signing Note Parties, each dated as of the Closing Date (or, in the case of certificates of governmental official as, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Subscribers, and each accompanied by their respective required schedules and other attachments (each, a “Note Document”): (A) Executed counterparts of (i) this Agreement from the Note Parties, (ii) the Indenture from the Note Parties, (iii) the Notes (including the Guarantee) from the Company, (iv) the Registration Rights Agreement (substantially in the form of such Registration Rights Agreement being attached hereto as Annex C or such other form agreed between the Note Parties and the Subscribers (the "Merger Closing"“Registration Rights Agreement”)) will take place from the applicable Note Parties and (v) the Perfection Certificate; (B) the Collateral Documents, duly executed by the applicable Note Parties, together with: i. to the extent required to be pledged under the terms of the Collateral Documents, certificates, if any, representing the Equity Interests in the Note Parties and each of their Subsidiaries, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Indebtedness pledged under the Collateral Documents, indorsed in blank (or instrument of transfer, as applicable, except as otherwise provided under Section 4.20 of the Indenture); ii. copies of proper financing statements, filed or duly prepared for filing under the UCC in all United States jurisdictions that the Required Holders (as defined in the Indenture) may deem reasonably necessary in order to perfect and protect the Liens on assets of each Note Party created under the date designated Collateral Documents, covering the Collateral described in the Collateral Documents; and iii. evidence that all other actions, recordings and filings of or with respect to the Collateral Documents that the Required Holders may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Required Holders (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (C) a Global Intercompany Promissory Note executed by VIALOG the Note Parties and each of their Subsidiaries, along with undated instruments of transfer with respect thereto endorsed in blank; (D) a solvency certificate executed by written notice the Chief Financial Officer or other officer with a similar title of each Note Parties, in accordance form and substance reasonably satisfactory to the Subscribers; (E) such customary documents and certifications (including any articles of incorporation, certificate of incorporation or certificate of formation (or the equivalent organizational documents) and the bylaws or operating agreement (or the equivalent governing documents) (the “Organizational Documents”), and, if applicable, good standing certificates or certificates of status) and resolutions as the Subscribers may reasonably require to evidence (i) the identity, authority and capacity of each Responsible Officer of the Note Parties acting as such in connection with Article 11 hereof delivered at least three this Agreement and the other Note Documents and (3ii) days prior that each Note Party is duly organized or formed, and that each of them is validly existing and, to such datethe extent applicable, at in good standing, except to the offices extent that failure to be so qualified would not reasonably be expected to have a Material Adverse Effect and (iii) authorizing the entry into the Note Documents to which the Issuer and each Guarantor is a party (including authorization of the reservation and issuance of the Issuer’s Common Stock upon exercise of the Warrants), certified as of the Closing Date by a director or officer of the Issuer and each Guarantor; (F) an opinion of Cozen ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇’▇▇▇▇▇▇ & ▇▇▇▇▇▇P.C., llpspecial New York counsel to the Note Parties, unless another dateaddressed to each Secured Party, time or place is agreed in form and substance reasonably satisfactory to in writing the Subscriber; (G) a certificate, and signed on behalf of the Issuer, but without personal liability, by the Parties Chief Executive Officer and the Chief Financial Officer of the Issuer and on behalf of each Guarantor, but without personal liability, by the Chief Executive Officer of the and the Chief Financial Officer of each Guarantor, or such other officers of the Issuer or each Guarantor as may be reasonably acceptable to this Agreement the Subscribers, certifying that: (i) each of the Issuer and each Participating Agreement. Counsel for the Parties Guarantor has complied in all material respects with all covenants and satisfied all terms and conditions hereof to this Agreement be complied with and each Participating Agreement will hold a pre-closing one day satisfied by it at or 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, Closing Time; (ii) except to the extent otherwise provided such representations and warranties are given as of a particular date (in Article 7which case they will be true and correct in all material respects as of such date), be dated all the representations and warranties of the Issuer and each Guarantor contained herein are true and correct in all material respects as of the anticipated Financing Closing DateTime, 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 same force and Financing Closing Date occur on a date other than the fifth business day following the Merger Closing, all such certificates, legal opinions effect as if made at and instruments shall be re-dated as of the Financing Closing Date. The CompanyTime, after giving effect to the Principal Stockholdertransactions contemplated hereby; (iii) there has been no material change relating to the Issuer or any Guarantor which has not been generally disclosed and with respect to which the requisite material change report has not been filed and no such disclosure has been made on a confidential basis; and (iv) that, VIALOG and VIALOG Merger Subsidiary shall use their respective to the best efforts to cause each of the conditions set forth knowledge, information and belief of the persons signing such certificate, no order, ruling or determination having the effect of ceasing or suspending trading in Article 7 reasonably capable the Common Stock or any other securities of being the Issuer has been issued and no proceedings for such purpose are pending or are contemplated or threatened; and (H) a private Rating as evidenced by a confirmation letter of a nationally recognized statistical ratings organization (NRSRO) in form and substance satisfactory to the Subscribers. (ii) no suspension of the offering or sale or trading of the Common Stock in any applicable jurisdiction, or initiation or threatening in writing of any proceedings for any of such purposes, shall have occurred and be continuing and the Underlying Shares (as defined below) shall (A) continue to be quoted on the OTC Bulletin Board (“OTCBB”) and (B) be listed on NEO Exchange (“NEO”), subject only to official notice of issuance; (iii) to the extent not satisfied prior to the Merger Closingdate hereof, including, without limitation, the all conditions precedent set forth in Sections 7.1(a)the Indenture shall have been satisfied (as determined by the parties to the Indenture) or waived (other than those conditions which, (c)by their nature, (f), and (h), are to be satisfied prior at by the Closing itself, but subject to their satisfaction or valid waiver at the Closing); (iv) no court of competent jurisdiction shall have issued, enforced or entered any judgment or order which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; (v) delivery of certificates of insurance and endorsements in accordance with Section 4.18 of the Indenture, in form and substance reasonably satisfactory to the Merger ClosingSubscribers; (vi) all necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of the Note Documents by the Issuer and each Guarantor and, in the case of the Issuer, the Warrants and the Registration Rights Agreement (including consent to the issuance of Issuer’s Common Stock upon exercise of the Warrants); (vii) the Issuer shall have paid the Trustee, the Collateral Agent and each Subscriber all fees, costs, charges and expenses due as of the Closing Date.

Closing. Unless 8.1 On the Closing Date, the following events shall occur: (a) Minco shall deliver to PCR a copy of the Exchange letter of acceptance in respect to this Agreement is terminated pursuant Agreement; (b) PCR shall deliver to Section ------- 8.1 and Minco a deed of assignment in respect to each of the Merger and PCR Agreements; (c) PCR shall deliver to Minco the Transactions have been abandonedTemco Shares duly endorsed for transfer, and make adequate provision for transfer of control of all corporate records, registers and documents of Temco, including the minute book and corporate seal of Temco: (d) PCR shall cause to be delivered to Minco a legal opinion from a qualified British Virgin Islands lawyer that the Temco Shares were legally created, and are fully paid and non-assessable; and that Temco has taken all necessary corporate actions to authorize and approve the transfer of the Temco Shares to Minco, and that the transfer will not breach or cause a breach of any terms of the constating documents of Temco: (e) Each of Minco and PCR shall execute and deliver to one another the Escrow Agreement; (f) Minco shall issue to PCR certificates representing the Free Trading Shares and Escrow Shares, which certificates will be endorsed with a legend indicating that they are held subject to the satisfaction orone year hold period imposed by the Act and, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d), the closing case of the Merger (the "Merger Closing") will take place on the date designated by VIALOG by written notice Escrow Shares, that such shares may only be traded in accordance with Article 11 hereof the terms of the Escrow Agreement; (g) Minco and PCR shall cause the Shareholders Agreement (as defined by paragraph 7.1 herein), fully executed, to be delivered at least three to one another; (3h) days prior Minco shall cause to such datebe delivered to PCR a legal opinion from a qualified British Columbia lawyer that the Free Trading and Escrow Shares were legally created, at and are fully paid and non-assessable; and that Minco has taken all necessary corporate actions to authorize the offices issuance of the Free Trading Escrow Shares to PCR, and that the transfer will not breach or cause a breach of any terms of the constating documents of Minco; (i) The Teck-Cominco Private Placement shall be completed; and (j) The payment by Minco to PCR of PCR's third party liability as set out in Schedule "P." 9.1 Any notice, direction or other instrument required or permitted to be given under this Agreement will be in writing and may be given by the delivery of the same or by mailing the same by prepaid registered or certified mail or by sending the same by telegram, telex. telecommunication or other similar form of communication, in each case addressed as follows: (a) if to Minco at: Minco Mining and Metals Corporation Suite 1870. 401 W. Georgia ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇'.▇. ▇▇▇ ▇▇▇ ▇▇x No.: 1-604-688-8030 ▇▇tention: Mr. Peter Tsapa▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed C.E.O. (b) if 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closing.PCR at:

Closing. Unless this Agreement is terminated pursuant to Section ------- 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 A. The closing of the Merger (the "Merger Closing") will purchase of Class A Units contemplated by this Subscription Agreement shall 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 ▇▇▇▇▇▇the Company on the date that the Company acquires the “St. Cloud Portfolio” project, ▇'▇▇▇▇▇▇▇or such date prior to such acquisition as determined appropriate by the Company in its sole discretion (the “Closing”). B. At the Closing, 1. the Company shall deliver notice if less than all of the Class A Units requested by Subscriber are being accepted; 2. At such date specified by the Company, ▇but in any event prior to Closing on the Project, Subscriber shall deliver a certified or cashier’s check payable to the order of the Company or wire transfer to the Company in the amount necessary to equal $1,000.00 per Class A Unit issued to Subscriber; 3. Subscriber shall execute and deliver the Operating Agreement and any other documents reasonably requested by the Company to further the transactions contemplated by this Subscription Agreement. C. The representations, warranties and Subscriber Information contained herein shall be true and correct in all respects as of the date of the Closing as though such representations and warranties were made, and such Subscriber Information was provided, at and as of the Closing and all commitments and covenants made herein shall survive the Closing. DocuSign Envelope ID: 46511690-D1BA-430C-AEC4-9D0F2FBA8550 The undersigned herewith subscribes for the number of Class A Units set forth below. This Subscription Agreement and the representations, warranties, acknowledgments and covenants contained in this Subscription Agreement (i) shall be binding upon the heirs, executors, administrators, successors and permitted assigns of the undersigned, (ii) may not be cancelled, withdrawn, revoked, or terminated by the undersigned except as set forth herein, (iii) will be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of laws of any jurisdiction other than the State of Delaware). If there is more than one signatory hereto, the representations, warranties, acknowledgments and agreements of the undersigned are made jointly and severally. Number of Class A Units subscribed for (minimum 25): Price per Class A Unit: $1,000.00 By: Its: Date: , 2022 Address: Telephone: Facsimile: Email: State of Organization or Residence: Taxpayer Identification Number or SSN: Date: St. Cloud Apartments Portfolio, LLC By: Yieldwink Realty, LLC, its Manager By: Name/Title: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llpAuthorized Representative Date: This portion of the Subscription Agreement addresses the financial characteristics of Subscriber. If Subscriber is a corporation, unless another datelimited liability company, time partnership, trust, or place is agreed to other form of business organization, and was formed for the purpose of acquiring the Class A Units, each beneficial owner of the equity securities or equity interests in writing by such entity must complete this portion of the Parties to this Agreement and each Participating Subscription 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇Please contact ▇▇▇▇▇ & ▇▇▇▇▇▇, 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(Telephone No. 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 re646-dated as 309- 0730) if you have any questions regarding this portion 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger ClosingSubscription Agreement.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 and the Merger and the Transactions have been abandoned, and subject a. Subject to the satisfaction or, if possible, or waiver of the conditions set forth in Article 7 other than Section 7.1(dSections 2(c) and 2(d), the closing of the Merger Subscription contemplated hereby (the "Merger “Closing"”) will take place shall occur on the date designated by VIALOG by written notice in accordance with Article 11 hereof delivered of, and at least a time immediately prior to or substantially concurrently with, the consummation of the Company Merger (such date, the “Closing Date”). Not less than three (3) days prior to such date, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or 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 Business Days prior to the Merger Closinganticipated Closing Date (the “Expected Closing Date”), the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of the Expected Closing Date specifying (i) the Expected Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Issuer. As used in this Subscription Agreement, “Business Day” means any day on which the principal offices of the Commission (as defined herein) in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in New York, NY, the Cayman Islands or the British Virgin Islands; 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 offices direction of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, any governmental authority if such banks’ electronic funds transfer systems (including 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 wire transfers) are open for use by customers on such day. b. Subject 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 satisfaction 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 waiver of the conditions set forth in Article 7 reasonably capable Sections 2(c) and 2(d) (other than those conditions that by their nature are to be satisfied at the closing of being satisfied prior the Company Merger pursuant to the Merger ClosingCombination Agreement, but without affecting the requirement that such conditions be satisfied or waived at the closing of the Company Merger): (i) Subscriber shall deliver to the Issuer (A) any 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 Acquired Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8 and (B) the Purchase Price for the Acquired Shares on the Closing Date (and in any event not earlier than one (1) Business Day following the SPAC Merger) by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice (which account shall not be an escrow account); and (ii) The Issuer shall deliver to Subscriber (i) at or as promptly as practicable after the Closing, the Acquired Shares against and upon receipt of the Purchase Price by the Issuer in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable 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, and (ii) as promptly as practicable after the Closing, a copy of the records of, or correspondence from, the Issuer’s transfer agent reflecting Subscriber as the owner of the Acquired Shares on and as of the Closing Date.1 Each book entry for the Acquired Shares shall contain a legend in 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 SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. 1 For any Subscriber that is an investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) or that is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940 (the “Investment Advisers Act”), substitute the following closing mechanics in lieu of those described in the clauses (i) and (ii) of this Section 2(b): Subscriber shall initiate funding of the Purchase Price to the Issuer by no later than 6:00 a.m. New York City time on the Closing Date, via wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice; provided, that Subscriber shall not be obligated to initiate funding of the Purchase Price or consummate the Subscription Closing until the Issuer has delivered to Subscriber (i) the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable 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, and (ii) as promptly as practicable after the Closing, a copy of the records of, or correspondence from, the Issuer’s transfer agent reflecting Subscriber as the owner of the Acquired Shares on and as of the Closing Date. In the event the Purchase Price has not been delivered within one (1) business day of the issuance of the Acquired Shares, such issuance shall be deemed to be null and void and the Issuer shall promptly reverse and cancel any book entries reflecting the issuance of the Acquired Shares. 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 (other than those representations and warranties expressly made as of an earlier date, which shall be so true and correct as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of each 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 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; (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 Subscription illegal or otherwise preventing or prohibiting consummation of the Subscription; (iv) all conditions precedent to the Issuer’s obligation to effect the Company Merger set forth in Sections 7.1(athe Combination Agreement shall have been satisfied (as determined by the parties to the Combination Agreement) or waived (other than those conditions that (x) may only be satisfied at the closing of the Company Merger, but subject to the satisfaction or waiver of such conditions as of the closing of the Company Merger, or (y) will be satisfied by the Closing and the closing of the transactions contemplated by the Other Subscription Agreements); (v) the Issuer Class A Shares shall have been approved for listing on the Nasdaq Global Market (“NASDAQ”) (or, if the Issuer does not qualify for such market, the Nasdaq Capital Market, or any other public stock market or exchange in the United States as may be mutually agreed to by the Company and GMBT) as of the Closing Date, subject only to official notice of issuance thereof; and (vi) no suspension of the offering or sale of the Acquired Shares shall have been initiated or, to GMBT or the Issuer’s knowledge, threatened, in any jurisdiction, including by the Securities and Exchange Commission (the “Commission”). 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 GMBT and 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 or GMBT Material Adverse Effect, as applicable (each as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (c)other than those representations and warranties expressly made as of an earlier date, (fwhich shall be so true and correct as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by GMBT and the Issuer of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date (hother than those representations and warranties expressly made as of an earlier date, which shall be true and correct as of such earlier date); (ii) 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 Subscription illegal or otherwise preventing or prohibiting consummation of the Subscription; (iii) each of the Issuer and GMBT 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, 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 the Issuer to consummate the Closing; provided that this condition shall be deemed satisfied unless written notice of such noncompliance is provided by Subscriber to the Issuer and GMBT and the Issuer and GMBT, as applicable, fails to cure such noncompliance in all material respects within five (5) Business Days of receipt of such notice. (iv) the terms of the Combination Agreement (as the same exists on the date of this Subscription Agreement) shall not have been amended, modified or waived in a manner that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement; (v) all conditions precedent to the closing of the Company Merger set forth in the Combination Agreement, shall have been satisfied (as determined by the parties to the Combination Agreement) or waived (other than those conditions that (x) may only be satisfied at the closing of the Company Merger, but subject to the satisfaction or waiver of such conditions as of the closing of the Company Merger, or (y) will be satisfied by the Closing and the closing of the transactions contemplated by the Other Subscription Agreements); and (vi) the Issuer Class A Shares shall have been approved for listing on the NASDAQ (or, if the Issuer does not qualify for such market, the Nasdaq Capital Market, or any other public stock market or exchange in the United States as may be mutually agreed by the Company and GMBT) as of the Closing Date, subject only to official notice of issuance thereof. e. Prior to or at the Closing, Subscriber shall execute and deliver such additional documents and take such additional actions as the Issuer 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 Company Merger does not occur within five (5) Business Days of the Expected Closing Date, the Issuer shall promptly (but not later than three (3) Business Days thereafter) 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, unless and until this Subscription Agreement is terminated in accordance with Section 9 herein, Subscriber shall remain obligated (A) to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing immediately prior to or substantially concurrently with the consummation of the Company Merger. g. The parties hereto agree and acknowledge that Subscriber shall have no rights in or with respect to any class of Issuer stock unless and until the Issuer delivers to Subscriber the Acquired Shares pursuant to Section 2(b)(ii). h. If prior to the Closing the Issuer proposes to sell any Issuer Class A Shares pursuant to one or more subscription agreements on terms substantially similar to the terms hereof (such Issuer Class A Shares, “Additional Shares”), the Issuer shall, at least three (3) Business Days prior to entering into any such agreement, notify Subscriber in writing of such proposed sale (which notice shall specify, to the extent practicable, the purchase price for, and the terms and conditions for the issuance of, such Additional Shares) and shall offer to sell to Subscriber its pro rata share of such Additional Shares (determined based on the proportion that the Purchase Price bears to the Aggregate Purchase Price (the “Preemptive Rights”); provided, however, that the foregoing shall not apply to any issuance of Issuer Class A Shares to strategic investors. If Subscriber wishes to subscribe for a number of Additional Shares equal to or less than the number to which it is entitled, Subscriber may do so and shall, in the written notice of exercise of the offer, specify the number of Additional Shares for which it wishes to subscribe. The purchase price for the Additional Shares to be subscribed for pursuant to the exercise of the Preemptive Rights shall be payable only in cash by wire transfer (unless otherwise agreed by the Issuer) and shall equal per share of Additional Shares the per share subscription price for the Additional Shares giving rise to such Preemptive Rights. The Preemptive Rights must be exercised by acceptance in writing within two (2) Business Days following receipt of the notice from the Company of its intention to sell Additional Stock. Notwithstanding the foregoing, this Section shall not apply to the sale of any Issuer Class A Shares (A) issuable pursuant to the Other Subscription Agreements or (B) otherwise issuable in connection with the transactions contemplated by the Combination Agreement.

Closing. Unless The closing of the sale of the Property to Buyer and consummation of the transaction(s) contemplated by this Agreement 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 terminated pursuant changed in writing by Seller and Buyer. However, notwithstanding anything in this Contract to Section ------- 8.1 the contrary, the Closing will be on or before June 30, 2025, unless Seller and Buyer agree to extend the Merger Closing in writing. (a) At the Closing, Seller shall deliver to Buyer, at ▇▇▇▇▇’s sole cost and expense, the Transactions have been abandonedfollowing: (i) 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 the Property, free and clear of any and all liens, encumbrances, easements, and assessments, except for the Permitted Exceptions (hereinafter defined) and any others approved by ▇▇▇▇▇ in writing; (ii) possession of the Property, upon funding, and subject to the satisfaction orPermitted Exceptions existing at Closing;‌ (iii) a non-foreign affidavit as permitted by Section 1445 of the Internal Revenue Code of 1986, if possibleas amended, waiver and the regulations promulgated thereunder; (iv) evidence of conditions set forth in Article 7 other than Section 7.1(d), Seller’s capacity and authority for 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 place is agreed to in writing this transaction as may be reasonably required 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 Title Company; (v) such other documents to as may be signed at the Merger Closing. All certificates, legal opinions and other instruments reasonably 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 Closingclose this transaction, 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 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 the closing of the transaction contemplated herein; and‌ (iii) such other documents as may be reasonably required to close this transaction duly executed by ▇▇▇▇▇▇. (c) Seller shall pay all other closing costs, 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 Companyincluding without limitation, the Principal Stockholdercost of an owner policy of title insurance, VIALOG any new or updated survey, recording fees, tax certificate fees, and VIALOG Merger Subsidiary shall use their respective best efforts to cause each of all escrow fees and title charges.‌ (d) All ad valorem real estate taxes and assessments levied or assessed against the conditions set forth in Article 7 reasonably capable of being satisfied prior to the Merger Closing, Property (including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to any rollback taxes) shall be satisfied prior prorated according to the Merger 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(d) shall survive Closing.

Closing. Unless this Agreement is terminated pursuant to Section ------- 8.1 The closing for the purchase 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 sale of the Merger (the "Merger Closing") will Mortgage Loans shall 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 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 related Closing Date. The Companyclosing shall be either: by telephone, confirmed by letter or wire as the Principal Stockholderparties shall agree, VIALOG and VIALOG Merger Subsidiary or conducted in person, at such place as the parties shall use their respective best efforts agree. The closing for the Mortgage Loans to cause be purchased on the related Closing Date shall be subject to each of the conditions set forth in Article 7 reasonably capable of being satisfied following conditions: (a) at least one (1) Business Day prior to the Merger Closing, including, without limitationrelated Closing Date, the conditions set forth Company shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the information contained in Sections 7.1(a)the related Mortgage Loan Schedule attached to the related Term Sheet; (b) all of the representations and warranties of the Company under this Agreement shall be materially true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a material default under this Agreement; (c)) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all documents required pursuant to this Agreement, the related Term Sheet, an opinion of counsel and an officer's certificate, all in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (f), d) the Company shall have delivered and released to the Purchaser (h), to be satisfied or its designee) on or prior to the Merger Closingrelated Closing Date all documents required pursuant to the terms of this Agreement and the related Term Sheet; and (e) all other terms and conditions of this Agreement, the related Term Sheet and the Confirmation shall have been materially complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related Closing Date the Purchase Price, plus accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Closing. Unless this Agreement (a) In the event Acquisition Corp. wishes to exercise the Top-Up Option, Acquisition Corp. shall send to the Company a written notice (a "TOP-UP EXERCISE NOTICE," the date of which notice is terminated referred to herein as the "NOTICE DATE") specifying the number of shares of Common Stock to be acquired by Acquisition Corp. pursuant to Section ------- 8.1 and the Merger and Top-Up Option, the Transactions have been abandoneddenominations of the certificate or certificates evidencing the Top-Up Option Shares that Acquisition Corp. wishes to receive, and subject to the satisfaction or, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d), place for the closing of the Merger purchase and sale pursuant to the Top-Up Option (the "Merger ClosingTOP-UP CLOSING") will take place on and a date not earlier than one business day nor later than 10 business days after the Top-Up Notice Date for the Top-Up Closing (the "CLOSING DATE"); PROVIDED, HOWEVER, that (i) if the Top-Up Closing cannot be consummated by reason of any applicable law or order, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which such restriction on consummation has expired or been terminated and (ii) without limiting the foregoing, if prior notification to or approval of any governmental entity is required in connection with such purchase, Acquisition Corp. and the Company shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (A) any required notification period has expired or been terminated or (B) any required approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Acquisition Corp. confirming the number of Top-Up Option Shares and the aggregate purchase price therefor. (b) At the closing referred to in subsection (a) of this SECTION 3, Acquisition Corp. shall (i) pay to the Company the aggregate purchase price for the shares of Common Stock purchased pursuant to the exercise of the Top-Up Option in immediately available funds by wire transfer to a bank account designated by VIALOG the Company and (ii) present and surrender this Agreement to the Company. (c) At such closing, simultaneously with the delivery of immediately available funds as provided in subsection (b) of this SECTION 3, the Company shall deliver to Acquisition Corp. a certificate or certificates representing the number of shares of Common Stock purchased by written notice Acquisition Corp. (d) Certificates evidencing the Common Stock to be delivered hereunder may include legends legally required including the legend in accordance substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 27, 2005, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that (i) the reference to the resale restrictions of the Securities Act and state securities or blue sky laws in the foregoing legend shall be removed by delivery of substitute certificate(s) without such reference if the Company or Acquisition Corp., as the case may be, shall have delivered to the other an opinion of counsel, in form and substance reasonably satisfactory to the other, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions of this Agreement in the foregoing legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with Article 11 hereof delivered at least three (3) days prior to such date, at the offices provisions of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time or place is agreed to in writing by the Parties to this Agreement and each Participating Agreementunder circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. Counsel for In addition, such certificates shall bear any other legend as may be required by law. (e) Upon the Parties to this Agreement and each Participating Agreement will hold a pre-closing one day prior giving by Acquisition Corp. to the Merger ClosingCompany of the written notice of exercise of the Top-Up Option provided for under subsection (a) of this SECTION 3 and the tender of the applicable purchase price in immediately available funds, at the offices of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, for the purpose of finalizing all documents Acquisition Corp. shall be deemed to be signed at the Merger Closing. All certificatesholder of record of the shares of Common Stock issuable upon such exercise, legal opinions subject to the terms and conditions of this Agreement, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to Acquisition Corp. The Company shall pay all expenses, and any and all United States federal, state and local taxes and other instruments required to charges that may be delivered payable 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 connection with the Effective Time on preparation, issue and delivery of stock certificates under this SECTION 3 in 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 Closingname of Acquisition Corp. or its assignee, 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closingtransferee or designee.

Closing. Unless (a) A closing into escrow of the transactions contemplated by this Agreement is terminated pursuant to Section ------- 8.1 and (the Merger and "Escrow Closing") shall take place at the Transactions have been abandonedoffices of RSI in Tempe, and subject to Arizona commencing at 10:00 a.m., local time, on the satisfaction or, if possible, waiver date (i) on which the Special Meeting (as defined herein) of RSI's shareholders occurs or (ii) as soon as possible thereafter when each of the other conditions set forth in Article Articles 6 and 7 have been satisfied or waived, or at such other than Section 7.1(d)place, time and date as shall be fixed by mutual agreement between CNI and RSI. The day on which the closing of Escrow Closing shall occur is referred to herein as the Merger "Escrow Closing Date." Each party will cause to be prepared, executed and delivered into escrow with counsel to RSI and CNI (the "Merger ClosingCo-Escrow Agents") 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 Articles of ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp, unless another date, time Merger and all other appropriate and customary documents as any party or 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, its counsel may reasonably request for the purpose of finalizing all documents to be signed at consummating the Merger Closingtransactions contemplated by this Agreement. 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 CNI 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 deposit with the Effective Time Exchange Agent (as described in Section 2.3 below) the cash amounts specified therein on the Financing Escrow Closing Date. In order to facilitate the event that the Effective Time and Financing Closing Date occur on a date other than the fifth business day following the Merger Escrow Closing, all such certificates, legal opinions and instruments shall be re-dated RSI will allow CNI's lenders to perfect security interests in RSI's assets as of the Financing Escrow Closing Date; it being understood that such lenders shall irrevocably undertake in writing to immediately release such security interests if the Closing does not occur as contemplated herein. Such lenders shall also have a security interest in the Exchange Fund (as defined in Section 2.3), which shall be released on the Effective Date. All actions taken at the Escrow Closing shall be deemed to have been taken simultaneously at the time the last of any such actions is taken or completed. (b) The consummation of the Merger shall occur promptly upon the occurrence of the delivery of joint written instructions given by RSI and CNI to the Co-Escrow Agents to effect the filing of the Articles of Merger as described in Section 2.3(b). 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 7 reasonably capable of being satisfied prior day on which such joint written instructions are delivered to the Merger Closing, including, without limitation, Co-Escrow Agents is referred to herein as the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closing"Closing Date."

Closing. Unless (a) Subject to any prior termination of this Agreement is terminated pursuant to Section ------- 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)11.1, the closing consummation of the Merger sale and purchase of the Equity Interests pursuant to this Agreement (the "Merger “Closing"”) will shall 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 located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇'.▇▇▇▇▇▇▇., ▇▇▇▇▇▇▇▇ & ▇▇▇ ▇.▇▇▇, llp, unless another date, time or 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 ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇on (i) the fifth (5th) Business Day after the date that is the later of (x) the date on which the FCC Consent shall have been granted and shall be in full force and effect, llpand shall have become a Final Order and (y) the date on which the HSR Clearance has been obtained, for or (ii) such other date or at such other location as is mutually agreed to Buyer and Sellers in writing (as applicable, the purpose “Closing Date”), subject to the satisfaction or waiver 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 Closing set forth herein (other than those conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of such conditions at the Closing); provided, however, that, notwithstanding Section 7.3, Buyer, in its sole discretion and upon ten (10) days’ prior written notice to Sellers, may waive the requirement that the FCC Consent become a Final Order if, in connection therewith, the parties execute and deliver at the Closing a mutually acceptable unwind agreement relating to the transactions contemplated hereby (the “Unwind Agreement”), unless Buyer waives the requirement to execute an Unwind Agreement. (b) A breach by a party of its obligations of the Parties to effect the Merger set forth in Article 7 below Closing pursuant to the terms and subject to the conditions of this Agreement, including this Section 2.6, shall be delivered at the Merger Closingsubject to Section 12.1(b) or Section 12.1(c), as applicable (and each such certificate, legal opinion or other instrument shall, except shall not be subject to the extent otherwise provided in Article 7Cure Period under Section 12.2). (c) For purposes of this Agreement, 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” means 12:01 a.m. Eastern Time on the Financing Closing Date. In If the event that Closing shall not have occurred for any reason within 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 original effective period of the Financing Closing Date. The CompanyFCC Consent, the Principal Stockholderand neither party shall have terminated this Agreement under Article 12 hereof, VIALOG Buyer and VIALOG Merger Subsidiary Sellers shall use their respective best efforts to cause each jointly request one or more extensions of the conditions set forth in effective period of the FCC Consent; provided, however, that no such extension of the FCC Consent shall limit the right of either party to exercise such party’s rights under Article 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closing12.

Closing. Unless 8.1 The Closing under this Agreement shall occur within seven (7) Business Days after all the Acquirer’s Conditions Precedent and all the Seller’s Conditions Precedent under Clause 7.1 have been satisfied and fulfilled, as solely determined by the Acquirer or the Sellers, as the case may be (“Closing Date”). Unless waived by the relevant Party, the Closing hereinabove shall only occur if all of the agreed Acquirer’s Conditions Precedent and Seller’s Conditions Precedent have been satisfied. 8.2 Where the completion of the Closing is terminated delayed pursuant to Section ------- the directions of any Governmental Agency, the Parties shall work to comply with such directions and complete the Closing as expeditiously as possible. In such event the Parties shall not be required to complete the Closing until it is permitted, or the relevant condition is waived, by such Governmental Agency, and period mentioned in Clause 8.1 above shall hereby be deemed to be extended till such time, subject to Clause 7.1 and the Merger rights of the Parties to terminate this Agreement under the terms therein. 8.3 On the Closing Date: (i) The Parties shall consummate the Closing in accordance with the terms of this Agreement and the Transactions have been abandonedfollowing actions will be completed: (a) The Acquirer shall transfer the relevant portion of the Acquisition Consideration, in the proportion and amount set out in Clause 2.2, into the Designated Bank Account of each Seller by way of a wire transfer or such other method as may be acceptable to such Seller. Provided however: (i) in the event that the Unrestricted Funds Balance and Net Working Capital, as on the Closing Date is less than the Indian Rupee equivalent of USD 50 Million (provided that in the event that the Company fails to obtain and pay for the Manesar Release prior to Closing then such amount shall be increased by the Indian Rupee equivalent of the Manesar Settlement Amount) based upon an exchange rate of 1 USD = INR 65 and subject to the satisfaction or, if possible, waiver of conditions limitations set forth out in Article 7 other than Section 7.1(d)Clause 15.1, 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 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 Acquisition Consideration payable to the Merger Closing, Promoter Sellers 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 Closing shall be delivered at the Merger Closing, and each such certificate, legal opinion or other instrument shall, except stand reduced to the extent otherwise provided in Article 7, be dated as of such shortfall; (ii) out of the anticipated Financing Closing DateAcquisition Consideration payable to the Promoter Sellers, 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 INR 130,000,000 (“BPO Retention Amount”) shall be held placed in escrow by ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, llp between the Merger Closing and the Effective Time and shall be released from escrow concurrently with the Effective Time Retention Escrow Account on the Financing Closing Date. In the event that (a) the Effective Time BPO Transfer is consummated and Financing completed within a period of 90 (ninety) days of the Closing Date occur on Date, the escrow agent shall, immediately and without any further action, release the BPO Retention Amount less any Excess BPO Costs in favour of the Promoter Sellers; or (b) the BPO Transfer is not consummated and completed within a period of 90 (ninety) days of the Closing Date, the escrow agent shall, immediately and without any further action, release the BPO Retention Amount in favour of the Acquirer, and the Acquisition Consideration payable to the Promoter Sellers shall stand reduced to such extent; (iii) out of the Acquisition Consideration payable to the Promoter Seller Indemnifying Persons listed in SCHEDULE VII, INR 325,000,000 shall be deposited by the Acquirer in the Retention Escrow Account (“Indemnity Retention Amount”). Upon the expiry of 18 (eighteen) months of the Closing Date, the amounts remaining in the Retention Escrow Account, less the amounts of any Claims that have been made by the Indemnified Parties against the Promoter Sellers at such time, shall be released to the Promoter Seller Indemnifying Persons out of the Indemnity Retention Amount. (iv) It is agreed that the release of the BPO Retention Amount and the Indemnity Retention Amount shall be governed by an escrow agreement to be entered into amongst the Acquirer, the Promoter Sellers and the escrow agent. (b) To the extent there are any Transaction Expenses not paid by the Company pursuant to and in accordance with Clause 15.1, then out of the Acquisition Consideration payable to the Promoter Sellers, Acquirer shall pay the Transaction Expenses set forth in the Closing Certificate. (c) The Investor Seller shall date other than and issue the fifth business day following Investor Seller Release Instructions in respect of the Merger ClosingInvestor Sale Shares; (d) The Promoter Sellers shall date and issue the Promoter Seller Release Instructions in respect of the Promoter Sale Shares; (e) The Other Sellers shall date and issue the Other Seller Release Instructions in respect of the Other Sale Shares; (f) Such Seller who are classified as “person resident outside India” under the Foreign Exchange Management Act, 1999 shall provide to its authorized dealer duly completed and executed copies of Form FC-TRS in respect of their Sale Shares transferred by such Seller to the Acquirer, along with copies of the Supporting Documents, all such certificatesin quadruplicate, legal opinions and instruments shall be re-dated as provide to the Acquirer duly endorsed and acknowledged copies of the Financing Form FC-TRS so submitted; (g) The Promoter Sellers shall procure and cause the Company to and the Company shall convene a meeting of the board of directors of the Company on the Closing Date. The CompanyAt such Board meeting, the Principal Stockholder, VIALOG and VIALOG Merger Subsidiary Sellers shall use cause their respective best efforts nominees (i) to approve of the transfer of Sale Shares, and the Company to take on record the transfer of the Sale Shares, save and except for the portion of the Sale Shares being transferred by non-resident Indians, which, shall be taken on record subject to the receipt of the endorsed Form FC-TRS, (ii) the Promoter Seller shall resign and, the Promoter Seller shall cause each of Promoter Seller nominee to resign (and each Promoter Seller nominee shall resign) from the conditions set forth Board, in Article 7 reasonably capable of being satisfied prior to each case, effective upon the Merger Closing, including, without limitation, Closing or such other time as directed by the conditions set forth in Sections 7.1(a), (c), (f)Acquirer, and (iii) to convene an extraordinary general meeting of the Company for approving the appointment of nominee directors of the Acquirer, on the Board, effective on the Closing Date; (h)) The Promoter Sellers shall procure and cause the Company to hand over to the Acquirer certified true copies of all documents pertaining to resignations of directors/ representatives of Sellers in the Subsidiaries, and shall have provided necessary documents and authorizations to the Acquirer to enable the Acquirer to appoint persons identified by the Acquirer in the relevant Subsidiary. (ii) All transactions contemplated by this Agreement to be satisfied prior consummated at the Closing Date shall be deemed to the Merger Closingoccur simultaneously and no such transaction shall be deemed to have been consummated unless all such transactions are consummated.

Closing. Unless this Agreement is terminated pursuant At or prior to Section ------- 8.1 and the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger and the Transactions have been abandoned, and subject to the satisfaction or(including, if possible, waiver of conditions set forth in Article 7 other than Section 7.1(d)permitted by applicable state law, the closing filing with the appropriate state authorities of the Articles of Merger which shall become effective at the Effective Time of the Merger) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and certified check(s) referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement terminates, CSI hereby covenants and agrees to do all things required by Delaware law and all things which counsel for the COMPANY advise CSI are required by applicable laws of the State of New York in order to rescind the merger effected by the filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Merger Closing") will shall take place on the closing date designated by VIALOG by written notice in accordance with Article 11 hereof delivered at least three (3the "Closing Date") days prior to such date, at the offices of Bracewell & Patterson, L.L.P., South ▇▇▇▇▇ ▇▇nnzoil Place, 711 Louisiana, Suite 290▇', ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇. ▇, llp, unless another date, time or 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 ▇ ▇▇▇▇▇▇, ▇'▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇▇summation Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, llpas of 8:00 a.m. EASTERN STANDARD TIME on the Funding and Consummation Date, for shall become effective and the purpose Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of finalizing all documents shares, the delivery of a certified check or checks in an amount equal to the cash portion of the consideration which the STOCKHOLDER shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be deemed to be signed at completed. The date on which the Merger Closing. All certificatesactions described in the preceding clauses (x), legal opinions (y) 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 (z) occurs shall be delivered at referred to as the Merger Closing, "Funding and each such certificate, legal opinion or other instrument shall, except to the extent Consummation Date." Except as otherwise provided in Article 7Section 12 hereof, during the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be dated as terminated by the parties if the underwriting agreement in respect of the anticipated Financing Closing Date, which IPO is expected terminated pursuant to occur no later than five the terms of such agreement. This Agreement shall in any event terminate if the Funding and Consummation Date has not occurred within 15 business days following of 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 is 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 7 reasonably capable of being satisfied prior to the Merger Closing, including, without limitation, the conditions set forth in Sections 7.1(a), (c), (f), and (h), to be satisfied prior to the Merger Closingessence.