Common use of Closing Clause in Contracts

Closing. (a) At the closing on (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. The closing of the purchase and sale of the Subject Shares (athe “Closing”) At the closing on shall take place (i) at 10:00 a.m. (New York City time) on a date to be specified by the parties hereto, which date shall be no later than the second business day after satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), and (ii) immediately prior to the closing of the purchase Merger, at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another time, date or place is agreed to in writing by the Non-Transferor Member or parties hereto (such date upon which the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may beoccurs, the “Closing Date”). At the Closing: (a) Parent shall pay the Transferor Member Cash Purchase Price by wire transfer in immediately available funds to an account designated by Shareholder in writing no less than two business days prior to the Closing; (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), b) Shareholder shall execute and deliver to Parent one or more certificates representing the ROFO RecipientSubject Shares, with all necessary stock transfer stamps (to the extend they are required) affixed thereto, duly endorsed in blank or Buy/Sell Purchaser, respectively (accompanied by stock transfer power duly endorsed in blank and such other documents as may be necessary to effect the case may be, the “Purchaser”), an assignment transfer of the Seller’s Interest (or with respect Subject Shares 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 Parent 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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.Liens; (c) In Merger Sub shall deliver to Shareholder each of the event Notes, duly executed by Merger Sub; (d) Shareholder shall deliver to Parent the certificate contemplated by Section 6.2; (e) Parent shall deliver to Shareholder the certificate contemplated by Section 6.3; (f) Parent shall deliver to Shareholder evidence of the wire transfer referenced in Section 2.3(a); and (g) Parent shall deliver to Shareholder a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash receipt 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 DateSubject Shares.

Closing. (a) At Subject to the closing on (i) the date terms and conditions of this Agreement, the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above Merger (the “ROFO Closing”) shall take place at 10:00 a.m., Philadelphia, Pennsylvania time, no later than two Business Days after the last of the conditions to Closing set forth in ARTICLE VII have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date”), at the offices of Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2000, Philadelphia, Pennsylvania 19103, or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (at such other time or on such other date or at such other place as the case Company and Parent may be, mutually agree upon in writing (the date on which the Closing takes place is herein referred to as the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (iSection 2.3(b) 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 Schedule of a partial Interest to the Third Party Purchaser) from Exceptions sets forth payoff details, including wire instructions, for all liability, direct or contingent, by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims amounts to be paid in full on at Closing pursuant to Section 2.3(c) and all of the Closing DateCompany Expenses as of the Closing. (c) In Subject to the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of terms and conditions set forth in this Agreement, the Seller Parties shall be entitled consummate the following transactions on or prior 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: (i) At least three (3) business days prior to the Closing, lossesthe Company shall deliver the Estimated Closing Statement to Parent for Parent’s review and approval; (ii) The Company will deliver evidence of delivery of letters of transmittal, gainsin the form attached hereto as Exhibit C (the “Letters of Transmittal”), deductions to the Company Stockholders; (iii) The Company will obtain the Company Stockholder Approval and credits deliver to Parent and Merger Sub the executed Written Consent; (iv) The Parties will file the executed Certificate of Merger with the Secretary of State of the State of Delaware pursuant to which the Merger will become effective; (v) If not already satisfied by the Company prior to the Closing, Parent will, on behalf of and as directed by the Company, prepay in full in cash all of the Indebtedness (the “Closing Indebtedness”) and all of the Company Expenses at Closing as set forth in Section 2.3(b) of the Schedule of Exceptions; (vi) Parent will pay, or cause to be paid to the Stockholders’ Representative, the Stockholders’ Representative Expense Amount as set forth in Section 2.3(b) of the Schedule of Exceptions; (vii) Parent will pay or cause to be paid to the Stockholders’ Representative for tax purposes shall remain in effect through the benefit of the Company Stockholders an amount (the “Closing Payment”) equal to (A) the Estimated Merger Consideration, less (B) the Holdback Amount, less (C) the Stockholders’ Representative Expense Amount, less (D) the Closing DateIndebtedness and the Company Expenses, each as set forth on the Estimated Closing Statement, by wire transfer of immediately available funds in accordance with instructions delivered to Parent by the Stockholders’ Representative prior to the date hereof; and (viii) Each Party will deliver to the other Parties such certificates and other documents as set forth in Section 2.11, or as may be reasonably requested by such other Parties to evidence compliance with the terms hereof. (d) The Company will provide Parent and Merger Sub at the Closing with customary payoff letters from all holders of Closing Indebtedness and will make arrangements reasonably satisfactory to Parent and Merger Sub for such holders to provide to Parent and Merger Sub recordable form lien releases and such other documents reasonably requested by Parent and Merger Sub.

Closing. The closing of the transactions contemplated hereby (athe "Closing") At shall take place on or before 2:00 p.m., Chicago time, on the closing Closing Date at the offices of Skadden, Arps, Slate, Meagher & Flom (Illinois), or at such other place or time as the p▇▇▇▇▇▇ her▇▇▇ shall agree. Upon receipt by the Indenture Trustee on the Closing Date of the full amount of the Owner Participant's Commitment and the Loan Participant's Commitment in respect of the Units delivered on the Closing Date, TILC shall pursuant to the Transfer and Assignment Agreement deliver the Units described on Schedule 1 hereto to the Lessee by delivery of the TILC Bill of Sale and shall make an assignment of the Existing Equ▇▇▇▇▇▇ ▇▇b leases to the Lessee by delivery of the TILC Assignment, and immediately thereafter, (i) the date Indenture Trustee, on behalf of the closing Owner Trustee, shall, subject to the conditions set forth in Sections 4.1, 4.2 and 4.3 having been fulfilled to the satisfaction of the purchase Participants or waived by the Non-Transferor Member or Participants, pay to the Third Party PurchaserLessee from the funds then held by it, (as applicablein immediately available funds, an amount equal to the “ROFO Recipient”), of Total Equipment Cost for the Transferor Member’s Interests which is Units delivered on the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Lessee shall pay to TILC pursuant to the Transfer and Assignment Agreement an amount equal to the Total Equipment Cost for the Units delivered on the Closing Date in accordance with Section 12.1 aboveDate, (as the case may be, the “Closing Date”iii) the Transferor Member (Lessee shall deliver the Units described on Schedule 1 hereto by delivery of the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectivelyBill of Sale, (iv) the Owner Trustee shall, pursuant to the Lease, ▇▇▇se and deliver the Participation Agreement (TRLI 2001-1C) Units listed on Schedule 1 hereto to the Lessee, and the Lessee, pursuant to the Lease, shall accept delivery of the Units described on Schedule 1 hereto under the Lease, such lease, delivery and acceptance of such Units under the Lease shall be conclusively evidenced by the execution and delivery by the Lessee and the Owner Trustee of the Lease Supplement covering the Equipment so delivered as described in Schedule 1 and (v) the case may be, the “Seller”), Owner Trustee shall execute and deliver the Equipment Note relating to such Lease Supplement to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as Loan Participant. Each of the case may beLessee, the “Purchaser”)Owner Participant, an assignment of the Seller’s Interest (or with respect Owner Trustee, TILC, the Loan Participant and the Indenture Trustee hereby agrees 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 take all actions required to be free and clear of all liens and other encumbrances) and such other instruments as the Purchaser may reasonably require, to give taken by 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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, Closing as contemplated by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Datethis Section 2.3(b). (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. The closing (athe “Closing”) At the closing on (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), and sale of the Transferor Member’s Interests which is Shares hereunder shall take place at the subject offices of a ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park, CA 94025, concurrently with the right execution and delivery of first offer in accordance with Section 12.2 above this Agreement and delivery obligations of the parties set forth herein (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”); provided that the Closing may take place by exchange of copies of executed documents by facsimile or email transmission. At the Closing: (a) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), Buyer shall execute and deliver to the ROFO Recipienteach Seller, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the Seller’s Interest (or with respect pursuant to the ROFO Closing DatePayment allocation set forth on Schedule I attached hereto, such portion of cash representing such Seller’s Interest which is subject pro-rata portion of the Closing Payment, by wire transfer of immediately available funds 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 conveyanceapplicable accounts set forth on Schedule I attached hereto. (b) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release of the Seller (or a partial release Buyer shall deliver to Sellers’ Representative $25,000 for deposit in the event the Seller continues to be a Member after the Closing Date Expense Escrow Account, delivered by wire transfer of immediately available funds and in connection accordance with the sale of a partial Interest to the Third Party Purchaser) from all liability, direct or contingent, instructions provided by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing DateSellers’ Representative. (c) In Buyer shall deliver to the event Company the cash portion of the Company Options Cash-Out Amount, to be held by the Company until distributed in accordance with Section 2.01(e). (d) Each Seller shall deliver, or cause to be delivered, to Buyer: (i) certificate(s) for the Shares held by such Seller duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto; (ii) evidence satisfactory to Buyer, including without limitation, executed resolutions of the Company’s board of directors, in a form acceptable to Buyer, of termination of the Company’s 401(k) Plan; (iii) all necessary forms and certificates complying with Applicable Law, duly executed and in form and substance reasonably acceptable to Buyer, certifying that the transactions contemplated transfer hereby are exempt from withholding under Section 1445 of the Code; (iv) evidence satisfactory to take place pursuant to Section 12.1 or Section 12.2 Buyer of the approval of this Agreement, Agreement and the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. consummation of the day immediately preceding transactions contemplated hereby by the Closing Date. All provisions allocating profitsboard of directors of the Company and each Seller; and (v) written resignations of each officer and director of the Company, losses, gains, deductions and credits for tax purposes shall remain in effect through effective as of the Closing Date.

Closing. (a) At the closing on (i) the date of the The closing of title to the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above Property (the “ROFO Closing”) shall take place at the offices of Seller’s counsel, Alter Mantel, LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M., on or before December 1, 2010, TIME BEING OF THE ESSENCE with respect to Purchaser’s obligation to close on such date and at such time (the “Scheduled Closing Date”), or (ii) . The date on which the Buy/Sell Closing Date in accordance with Section 12.1 above, (shall occur shall be referred to herein as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 Notwithstanding the foregoing or anything to the contrary contained herein, without limiting the rights of Seller in Section 5.3 below, Seller shall be permitted to extend the Closing from time to time to a date which is later than the Scheduled Closing Date, if by written notice to Purchaser; provided, however, that Seller may not, subject to the Purchaser is the remaining Memberprovisions of Section 5.3 below, then the Purchaser shall, at its option, either (i) obtain a full release of the Seller (or a partial release in the event the Seller continues to be a Member after adjourn the Closing Date in connection with the sale of a partial Interest to the Third Party Purchaser) from all liabilitybeyond December 22, direct or contingent2010, 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 TIME BEING OF THE ESSENCE with respect to Seller’s obligation to close on or before such date and time (the period from “Seller’s Outside Closing Date”). 3.2 Notwithstanding anything to the contrary contained herein, if Purchaser shall finance any portion of the Purchase Price, and after if Purchaser’s lender shall so require, the Closing Dateshall occur at the offices of Purchaser’s lending institution, except for any debtsor its counsel, in New York City or Nassau or Suffolk county. Nothing herein contained shall be deemed to create a financing contingency or to condition Purchaser’s obligations hereunder on Purchaser’s ability to obtain financing, and this shall be deemed to be an “all cash” transaction. 3.3 This shall be an “all or claims which are fully insured by a public liability insurer(s) reasonably acceptable nothing” Agreement, and Seller shall be obligated to sell all of the Units constituting the Premises to Purchaser, and Purchaser shall be obligated to purchase all of the Units constituting the Premises from Seller, subject to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Date. (c) further terms and conditions of this Agreement. In the event that Seller shall fail to sell all or any one (1) of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 the Units, Seller shall be in default of this Agreement, subject to the further terms and conditions hereof. In the event that Purchaser shall fail to purchase all or any one (1) of the Units, Purchaser shall be in default of this Agreement, subject to the further terms and conditions hereof. Additionally, the obligation on the part of Seller and Purchaser to close hereunder is expressly conditioned upon Seller and Purchaser closing the sale and purchase of all of the Units simultaneously. Notwithstanding the foregoing or anything to the contrary, in the event Seller is unable to convey title to any one (1) Unit in accordance with the provisions of this Agreement and does not elect to remedy any Objection(s), as such term is hereinafter defined, with respect to said Unit, Seller shall be entitled to receive distributions of available cash for promptly so notify Purchaser and Purchaser shall within the period ending at 11:59 p.m. earlier of the day immediately preceding Closing Date or five (5) business days after Seller’s notification have the Closing Dateright to elect to purchase the remaining Units for a purchase price equal to the aggregate of the allocated Purchase Price for said Units as set forth in Schedule E hereof. All provisions allocating profitsFor purposes of this Section 3.3, losses, gains, deductions Units A and credits for tax purposes C occupied by ▇▇▇▇ ▇▇▇▇▇▇ International LLC shall remain in effect through the Closing Datebe treated as one Unit.

Closing. (a) At the closing on (i) the date of the The closing of the sale and purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Membership Interests which is the subject of a the right of first offer in accordance with Section 12.2 above hereunder (the “ROFO Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ (or such other place as the parties may agree), on a date to be mutually agreed upon by the parties, which shall be no later than the third Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII of this Agreement (other than conditions that by their terms are to be satisfied as of the Closing) (the “Closing Condition Satisfaction Date”); provided, however, that notwithstanding the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII of this Agreement (ii) other than conditions that by their terms are to be satisfied as of the Buy/Sell Closing), Purchaser may elect from time to time, upon written notice received by Parent no later than two Business Days prior to the latest date that the Closing Date otherwise would be required to occur, to defer the Closing to a date that is no later than 30 days after the third Business Day following the Closing Condition Satisfaction Date. The date on which the Closing shall occur is referred to in accordance with Section 12.1 above, (this Agreement as the case may be, the “Closing Date”) the Transferor Member (.” The Closing shall be deemed to have occurred at 12:01 a.m. on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the Seller’s Interest (or with respect to the ROFO Closing Date, such portion of such Seller’s Interest which is subject to that Purchaser shall be deemed the assignment) (which assignment shall warrant Seller’s ownership owner 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 Membership Interests on and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Date. (cb) In the event of a contemplated transfer addition to take place pursuant any other documents to Section 12.1 be delivered or Section 12.2 actions to be taken under other provisions of this Agreement, at the Seller Closing, Parent or Holdings, as applicable, shall deliver, or cause to be delivered, to Purchaser each of the following documents (the “Closing Deliverables”): (i) an amended and restated Cumberland Lease substantially in the form attached hereto as Exhibit B executed by each party thereto; (ii) amended and restated Generating Plant Easements substantially in the form attached hereto as Exhibit C executed by each party thereto; (iii) an amended Pipeline Agreement substantially in the form attached hereto as Exhibit D executed by each party thereto; (iv) an amended Pipeline O&M Agreement substantially in the form attached hereto as Exhibit E executed by each party thereto; (v) the Transition Services Agreement executed by Parent and Holdings or their relevant Affiliates substantially in the form attached hereto as Exhibit H (the “Transition Services Agreement”); (vi) the ACE Tax Exempt Bond Agreement and the DPL Tax Exempt Bond Agreement substantially in the form attached hereto as Exhibits J-1 and J-2, respectively, executed by each party thereto; (vii) the Deepwater Easement executed by each party thereto; (viii) the Amended and Restated Hay Road and Edge Moor Easement executed by each party thereto; (ix) a written notice of resignation from each of the officers and directors of each of the Companies which shall be effective as of the Closing Date; (x) all Books and Records which are not located at any of the Generating Plant sites and which Parent and Holdings can reasonably deliver to Purchaser at or prior to the Closing; provided, however, that (A) any Books and Records not delivered to Purchaser at or prior to the Closing shall be delivered by Parent and Holdings as promptly as practicable following the Closing and (B) subject to Section 6.19, Parent shall be entitled to receive distributions retain copies of available cash for any Books and Records relating to the period ending at 11:59 p.m. business, assets or operations (1) of Parent or any of its Affiliates (other than the Companies) and (2) of the day immediately preceding Companies to the extent required of Parent or any of its Affiliates (other than the Companies) to comply with obligations of Parent or any of its Affiliates (other than the Companies) arising after the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through pertaining to matters prior to the Closing DateClosing; and (xi) such other documents reasonably required by Purchaser to consummate the transactions contemplated hereby.

Closing. The closing (the “Closing”) of the purchase and sale of the Purchased Assets hereunder shall take place at the offices of Buyer on such date and time as Buyer and Seller may agree following the satisfaction or waiver of each condition set forth in Article 7 hereof. At the Closing: (a) At Seller shall close all of its Transferring Customer Open Positions at the closing on (i) the date Closing Rate and shall transfer all of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer Transferring Customer Account Balances to Buyer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 encumbrances2.05(b)(i) 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 AgreementSection 2.06. If the Purchaser has elected to have the Seller convey the Seller’s Interest to a designee or nominee of the Purchaser, the Company Buyer 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 reopen each Transferring Customer Open Position at the Closing Date, if Rate used by Seller to close the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full Transferring Customer Open Positions on the Closing Date. (cb) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall deliver or cause to be entitled delivered to receive distributions of available cash for Buyer the period ending following: (i) at 11:59 p.m. least ninety percent (90%) of the day immediately preceding aggregate Transferring Customer Account Balances via a wire transfer for each native currency; (ii) a final accounting spreadsheet (back office equity run and internal reconciliations) detailing, individually and in the Closing Date. All provisions allocating profitsaggregate, losses, gains, deductions Transferring Customers’ Account Balances by currency as of and credits for tax purposes shall remain in effect through the Closing Date; (iii) intentionally omitted; (iv) copies (which may be in an electronic format) of each Transferring Customer’s account documentation, including customer application(s) and agreement(s) in effect and any documentation collected from the Transferring Customer during the account opening stage; (v) an officer’s certificate of Seller certifying as to the incumbencies of each person executing this Agreement on behalf of Seller and the satisfaction of the conditions set forth in Section 7.02; and (vi) such other documents, instruments or certificates as reasonably requested by Buyer. (c) Buyer shall deliver or cause to be delivered to Seller the following: (i) an officer’s certificate of Buyer certifying as to the incumbencies of each person executing this Agreement on behalf of Buyer and the satisfaction of the conditions set forth in Section 7.03; and (ii) such other documents, instruments or certificates as reasonably requested by Seller. All of the foregoing transactions shall be deemed to occur simultaneously and the Closing shall not be deemed to occur unless all of such transactions occur.

Closing. On or about five (5) business days from the Effective Date (the “Closing”) the Parties shall perform,: a) At the closing on (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicableClosing, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), Company shall execute and deliver to the ROFO Recipient, 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 a resolution approving the terms of this Agreement. If , attached hereto as Exhibit 3; b) Within ten (10) business days from the Purchaser has elected to have the Seller convey the Seller’s Interest to a designee or nominee of the PurchaserClosing, the Company shall thereafter continue. In such eventdeliver to Seller and Buyer, a resolution of the board of directors of the Company and Irrevocable Transfer Agent Instructions signed by an authorized officer of the Company to effectuate performance of Sections 1(b) and 3(c) of this Agreement (attached hereto as Exhibit 1 and 2) (the “Board Resolution”); c) Seller shall deliver to Buyer, to the extent reasonably available to Seller, and after the full performance of Section 3(a), true and correct copies of the Company’s business, financial and corporate records including but not limited to: correspondence files, bank statements, checkbooks, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts; d) At Closing, Seller shall deliver a fully executed copy of this Agreement to Buyer; e) At Closing, Company shall deliver a fully executed copy of this Agreement to Buyer and Seller; f) At Closing, Buyer shall deliver to Seller a copy of this Agreement executed by Buyer; g) At Closing, the Purchaser and board of directors of the Company shall indemnify the Seller against claims execute a resolution appointing Buyer, or Buyer’s designee, a director and liabilities officer of the Company arising (the “Appointment”) attached hereto as Exhibit 4. The officer appointment shall be immediate and the director appointment shall be effective on the tenth day following the mailing by the Company of an information statement that complies with the requirements of Section 14f-1 of the Exchange Act; h) At Closing, Seller shall deliver to Buyer the Appointment and letters of resignation from the current directors and officers of the Company; i) The Purchase Price (defined in Section 3(a) herein) shall be released to Seller; j) Seller shall deliver to Buyer, as soon as practicable after the date full performance of such conveyance. (bBuyer’s obligations in Sections 2(a) On through 2(i) herein, the Closing Datestock certificate(s) evidencing the Stock together with valid signed stock power, if gold medallion guaranteed together with all documents necessary to effectuate the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release transfer of the Seller (or shares, including by not limited to a partial release board resolution demonstrating signature authority if shares are in the event the Seller continues to be a Member after the Closing Date in connection with the sale name 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 a 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 Datelegal entity. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. The closing for the purchase and sale of the Mortgage Loans shall take place on the Closing Date. The closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the Closing Date shall be subject to each of the following conditions: (a) At at least two (2) Business Days prior to the closing on (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicableClosing Date, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment Purchaser a listing on a loan-level basis of the Seller’s Interest information contained in the Mortgage Loan Schedule; (or with respect to the ROFO Closing Date, such portion of such Seller’s Interest which is subject to the assignmentb) (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 rightrepresentations and warranties of the Seller under this Agreement shall be materially true and correct as of the Closing Date and no event shall have occurred which, title and interest 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 closing documents more particularly described in the CompanyPurchase Price and Terms Letter, subject in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (d) the Seller shall have delivered and released to the Purchaser (or its designee) on or prior to the Closing Date all documents required pursuant to the terms of this Agreement; and (e) all other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been materially complied with. If Subject to 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 eventforegoing conditions, the Purchaser and the Company shall indemnify pay to the Seller against claims and liabilities of the Company arising after the date of such conveyance. (b) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release of the Seller (or a partial release in the event the Seller continues to be a Member after on the Closing Date in connection with the sale of a partial Interest to the Third Party Purchaser) from all liabilityPurchase Price, direct or contingent, by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Date. (c) In the event of a contemplated transfer to take place plus accrued interest pursuant to Section 12.1 or Section 12.2 2.02 of this Agreement, by wire transfer of immediately available funds to the Seller shall be entitled to receive distributions of available cash for account designated by 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 DateSeller.

Closing. (a) At the closing on (i) the date of the The closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), and sale of the Transferor Member’s Interests which is Assets and the subject assumption of a the right of first offer in accordance with Section 12.2 above Assumed Liabilities (the “ROFO Closing Date”"Closing") will take place (i) at the offices of C▇▇▇▇▇▇▇▇▇ & P▇▇▇▇ LLP, 3▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ at 10:00 a.m. local time on the third business day following the satisfaction or waiver of all conditions set forth in Article XI (other than conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or (ii) at such other place, date and time as Parent and Buyer may agree. The date and time at which the Buy/Sell Closing actually occurs is referred to herein as the "Closing Date". The Closing will be deemed to be effective at the close of business on the Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date"Effective Time"), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 At the Closing DateClosing, if Parent and the Purchaser is Company will deliver and cause to be delivered the remaining Member, then the Purchaser shall, at its option, either following: (i) obtain a full release such bills of sale and instruments of assignment, conveyance and transfer as shall reasonably be requested by Buyer to effect or evidence the sale, assignment, conveyance, transfer and delivery of the Seller Assets to Buyer; (or ii) the certificate referenced in Section 11.1(j); (iii) a partial release in standing instruction letter duly executed by Parent instructing the event Escrow Agent to transfer shares from the Seller continues Escrow Property to the name of Buyer when required to pursuant to the terms of the Escrow Agreement to be a Member after held by the Escrow Agent pursuant to the Escrow Agreement; (iv) the Escrow Agreement, executed by Parent and the Escrow Agent; (v) the Tax Escrow Agreement, executed by Parent and the Tax Escrow Agent, if required pursuant to Section 15.8(b); and (vi) all other instruments, agreements, certificates and documents required to be delivered by Parent or the Company at or prior to the Closing Date in connection with the sale of a partial Interest pursuant 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 a 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 Datethis Agreement. (c) In At the event Closing, Buyer will deliver the following: (i) the payments required by Section 4.1(b); (ii) such instruments of a contemplated transfer assumption as shall reasonably be requested by Parent to take place effect or evidence the assumption by Buyer of the Assumed Liabilities; (iii) the certificate referenced in Section 11.2(h); (iv) the Escrow Agreement, executed by Buyer and the Escrow Agent; (v) the Tax Escrow Agreement, executed by Buyer and the Tax Escrow Agent, if required pursuant to Section 12.1 15.8(b); and (vi) all other instruments, agreements, certificates and documents required to be delivered by Buyer at or Section 12.2 of prior to the Closing Date pursuant to 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.

Closing. (a) At the closing on (i) the date of the The closing of the purchase transactions contemplated by this Agreement and the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above Collateral Agreements (the “ROFO Closing”) will take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, in Palo Alto, California commencing at 10:00 a.m., local time, three (3) business days following the satisfaction or written waiver of the last of the conditions of Closing Date”)as set forth in Article 6 hereof, or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (on such other date as the case parties may be, mutually determine (the “Closing Date”). (b) At the Closing, without limiting any of the conditions to Closing contained in Article 6: (i) the Transferor Member Seller and the Buyer shall each execute and deliver the Assignment and Assumption Agreement; (on ii) the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO RecipientBuyer the ▇▇▇▇ of Sale; (iii) the Seller shall execute and deliver or cause to be executed and delivered to the Buyer (A) written assignments of the Transferred Intellectual Property Rights in forms reasonably acceptable to Buyer and otherwise suitable for filing in all relevant jurisdictions, or Buy/Sell Purchaser(B) such other good and sufficient instruments of conveyance, respectively assignment and transfer, in form and substance reasonably acceptable to Buyer’s counsel, as Buyer may reasonably request in order to effectively vest in Buyer good and valid title in and to the Acquired Assets, and (as C) the case may beReal Property Subleases (collectively with the Support Agreements, the Assignment and Assumption Agreement and the ▇▇▇▇ of Sale, the “PurchaserCollateral Agreements”), 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.; (biv) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this Agreement, the Seller shall deliver to Buyer or Buyer’s designee, at such location as Buyer may specify, the Tangible Assets and the Technology included in the Acquired Assets (without limiting the foregoing, all Software included in the Acquired Assets shall be entitled delivered electronically at Buyer’s request); (v) the Buyer shall pay the Seller the Cash Consideration; (vi) the Buyer and Parent shall cause to receive distributions of available cash for be issued to the period ending at 11:59 p.m. of Seller the day immediately preceding Stock Consideration; and (vii) the Closing Date. All provisions allocating profitsSeller shall deliver to the Buyer any and all certificates required to be delivered pursuant to Article 6, losses, gains, deductions and credits for tax purposes shall remain in effect through to the Closing Dateextent not previously delivered.

Closing. (a) At The purchase and sale of the closing Shares shall take place remotely via the exchange of documents and signatures on June 8, 2015, or at such other time and place as the Purchaser and the Sellers’ Representative mutually agreed upon, orally or in writing (i) which time and place are designated as the “Closing”). The Closing will be deemed to be effective as of the close of business on the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute for tax and deliver to the ROFO Recipient, 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 conveyanceaccounting purposes. (b) On At the Closing, in addition to the fulfillment of all conditions set forth in Section 8 of this Agreement, the Purchaser shall deliver to the Sellers’ Representative (i) a certified copy of the register of members of Wowo reflecting the Share Consideration acquired by the Sellers at the Closing Dateand (ii) bought and sold notes and instruments of transfer in respect of all Shares duly executed by the Purchaser. (c) At the Closing, in addition to the fulfillment of all conditions set forth in Section 7 of this Agreement, the Sellers shall deliver to the Purchaser (i) a certified copy of the register of members of the Company after giving effect to the transfer of Shares of the Company to the Purchaser at the Closing and (ii) bought and sold notes and instruments of transfer in respect of all the Shares duly executed by each of the Sellers. (d) The Sellers, the Purchaser and Wowo acknowledge and agree that the Deposit shall be credited towards payment of the Cash Consideration automatically at the Closing. (e) The Purchaser shall, and Wowo shall cause the Purchaser to, pay the remaining fifty (50%) of the Cash Consideration to the Sellers by wire transfer of immediately available funds to the Sellers’ Representative within thirty (30) days after the Closing pursuant to written wire transfer instructions delivered to the Purchaser. (f) If the Closing shall not have occurred prior to the Long-Stop Date for any reason other than breach of this Agreement by a Party, then the Sellers shall retain 50% of the Deposit and return to the Purchaser the remaining 50% of the Deposit. If one Party shall exercise its right to terminate this Agreement pursuant to Section 9.1(a), the non-breaching Party shall be entitled to retain (if the Sellers are the non-breaching Party) or be refunded (if the Purchaser is the remaining Member, then non-breaching Party) the Purchaser shall, at its option, either (i) obtain a full release Deposit. The Sellers acknowledge and agree that the Deposit shall not be used for any purposes until it has been credited towards the payment of the Seller (Cash Consideration or a partial release in retained and refunded by 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 a 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 Sellers pursuant to this Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date2.4(f).

Closing. Each closing of the purchase and sale of Securities hereunder shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ each Forward Purchase Closing Date, or on such other date as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Buyer may mutually agree, upon satisfaction of the conditions set forth in Article 5. The Buyer shall inform ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ two Business Days before each Forward Purchase Closing Date as to the account in The Depositary Trust Company to which it requires the Securities to be delivered, provided, that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall provide the Buyer with at least three Business Days notice of the date that is scheduled to be a Forward Purchase Closing Date. (a) At the each closing on (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicablea Forward Purchase Closing Date, the “ROFO Recipient”), of Buyer shall deliver to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Transferor Member’s Interests which is the subject of a the right of first offer applicable Purchase Price in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), immediately available funds and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as Buyer the case may be, aggregate principal amount of Securities purchased by the “Purchaser”), an assignment of the Seller’s Interest (or with respect to the ROFO Buyer on such Forward Purchase Closing Date, such portion of such Seller’s Interest which is subject to the assignment) (which assignment . The foregoing payment and delivery obligations 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 settled 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 conveyancemanner provided below. (b) On the each Forward Purchase Closing Date, if upon satisfaction or waiver of the Purchaser conditions set forth in Section 5.01 hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is authorized and instructed to withdraw from the remaining Memberapplicable Controlled Deposit Account and deliver to itself an amount equal to the applicable Purchase Price, then which shall constitute payment of the Purchaser shallapplicable Purchase Price by the Buyer; provided, at its optionthat on the first Forward Purchase Closing Date, either ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be entitled to withdraw from the applicable Controlled Deposit Account an additional amount equal to the Buyer’s Applicable Percentage Commitment times $45,000. Simultaneously with the withdrawal of such funds by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the relevant Forward Purchase Closing Date, (A) the aggregate principal amount of Securities purchased by the Buyer on such date shall be delivered to the Buyer by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by book-entry transfer through the facilities of The Depository Trust Company, to the account designated by the Buyer, and (B) funds shall be transferred to the Buyer in an amount equal to (i) obtain a full release the excess of (x) the product of the Seller Purchased Percentage for such Forward Purchase Closing Date times the Buyer Purchase Price Funding Obligation over (or a partial release y) the sum of the Purchase Price of such Securities and the aggregate amount of any Excess Amounts previously released to the Buyer less (ii), in the event case of 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 first Forward Purchase Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing DateBuyer’s Applicable Percentage Commitment times $45,000. (c) In If, on any Closing Date, the event aggregate principal amount of Securities purchased by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, together with any Securities purchased by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on any prior Closing Date, equals $293 million and, after the closing on the related Forward Purchase Closing Date, there are funds remaining on deposit in the applicable Controlled Deposit Account, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall promptly instruct the Bank to release to the Buyer any such excess funds following payment for the Securities, if any. (d) If the Buyer Security Funding Obligation is deposited into the Initial Deposit Account because the Pledgor Deposit Account has not been established on or prior to the Security Funding Date, then upon the establishment of the Pledgor Deposit Account and the execution of the Control Agreement by the parties thereto, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall transfer the entire Buyer Security Funding Obligation to the Pledgor Deposit Account, provided, that, if the Pledgor Deposit Account has not been established on or prior to the 30th Business Day following the Security Funding Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Buyer shall negotiate in good faith to identify a contemplated transfer new Bank and to take place pursuant to Section 12.1 request that such new Bank open a Deposit Account into which the Buyer Security Funding Obligation may be transferred by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, provided, further, that if a new Bank has not been identified, or Section 12.2 if identified, such new Bank shall not have opened a Deposit Account into which the Buyer Security Funding Obligation may be transferred by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or such new Bank and the Buyer shall not have executed a Control Agreement in respect of such Deposit Account on or before the 90th Business Day following the Security Funding Date, the Buyer Security Funding Obligation shall remain deposited in the Initial Deposit Account for the term of this Agreement. (e) If the aggregate principal amount of Securities to be purchased by the Buyer on any Forward Purchase Closing Date is not an integral multiple of $1,000, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall round such principal amount to the Seller shall nearest $1,000 (with $500 being rounded upwards) and may make corresponding adjustments to the applicable Purchase Price of such Securities and to the amount to be entitled released 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 Buyer pursuant to Sections 2.03(b) and credits for tax purposes shall remain in effect through the Closing Date(c).

Closing. The closing (the "Closing") of the purchase and sale of the Acquired Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of Arent Fox Kint▇▇▇ ▇▇▇t▇▇▇ & ▇ahn, ▇▇50 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇t 10:30 a.m. local time, simultaneously with the execution and delivery of this Agreement; provided, however, that the parties intend that such Closing shall be deemed to be effective, and the Transactions shall be deemed to occur simultaneously at 5:00 p.m. on the Closing Date. At the Closing: (a) At Buyer shall (1) pay by wire transfer to BTG the closing on Cash Consideration less the Cash Escrow Amount and deliver by wire transfer to the Escrow Agent the Cash Escrow Amount, and (i2) deliver to BTG a certificate evidencing the date of the closing of the purchase by the Non-Transferor Member or the Third Party PurchaserInitial Shares, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer registered in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute BTG's name and deliver to the ROFO RecipientEscrow Agent a certificate evidencing the Escrow Shares, or Buy/Sell Purchaserregistered in BTG's name, respectively (as the case may be, the “Purchaser”), an assignment of the Seller’s Interest (or along with five undated stock powers executed by BTG 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 conveyanceEscrow Shares. (b) On Sellers shall assign and transfer to Buyer the Closing DateAcquired Assets by delivery of (1) a general assignment and bill ▇▇ sale in form and substance reasonably satisfactory to Buyer and Sellers (the "General Assignment"), if the Purchaser is the remaining Memberduly executed by Sellers, then the Purchaser shall, at its option, either (i2) obtain a full release an assignment of the Seller Intellectual Property, (or a partial release 3) the Ancillary Agreements, and (4) all such other good and sufficient instruments of conveyance, assignment and transfer, and such affidavits and other instruments 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 form and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) substance reasonably acceptable to Buyer's counsel, as shall be effective to transfer to Buyer the Seller; or Acquired Assets. Sellers shall also deliver to Buyer (ii1) cause the executed stock powers described in clause (a) above, (2) copies of all such debtsconsents required to consummate this Agreement, obligations or claims to be paid in full on (3) the Closing Date.opinion of its (c) In Buyer shall assume from Sellers the event due payment, performance and discharge of a contemplated transfer the Assumed Liabilities by delivery of (1) an Assumption Agreement in form and substance reasonably satisfactory to take place pursuant Buyer and Sellers (the "Assumption Agreement"), duly executed by Buyer, and (2) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Section 12.1 or Section 12.2 of this AgreementSellers' counsel, the Seller as shall be entitled effective to receive distributions cause Buyer to assume Assumed Liabilities as and to the extent provided in Section 2.03. Buyer shall also deliver to Sellers (1) the Ancillary Agreements duly executed by Buyer, (2) an employment agreement between Buyer and M. D▇▇▇▇ ▇▇▇n▇, (▇) the opinion of available cash its counsel, Arent Fox Kint▇▇▇ ▇▇▇t▇▇▇ & ▇ahn, ▇▇LC, in form and substance substantially in the form of Exhibit 16, (4) the Series C Certificate of Designation, which shall have been filed with the Secretary of State of Delaware and have become effective and (5) such other customary closing documents Sellers may reasonably request relating to the existence of Buyer and the authority of Buyer for this Agreement and the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profitsTransactions, losses, gains, deductions all in form and credits for tax purposes shall remain in effect through the Closing Datesubstance reasonably satisfactory to Sellers.

Closing. (a) At Subject to the closing on (i) conditions set forth in this Agreement, the date purchase and sale of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above Purchased Assets pursuant to this Agreement (the “ROFO Closing”) shall take place, to the extent such Closing Date”)cannot take place through the electronic exchange of signatures, at the offices of IPC The Hospitalist Company, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at 12:00 noon local time, within two (2) business days after the conditions set forth in ARTICLE II have been satisfied, but no later than December 16, 2013, or (ii) at such other time, place and date as shall be mutually agreed on in writing by Acquirors and the Buy/Sell Selling Group. The date on which the Closing Date in accordance with Section 12.1 above, (occurs is identified as the case may be, the “Closing Date”) ” and the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 be deemed to be free and clear effective as 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full 12:01 a.m. Eastern Daylight Time on the Closing Date. (ca) In At the event Closing, (i) Management Seller shall sell, assign, convey, transfer and deliver to Buyer good and marketable title to all of a contemplated the Acquired Assets; (B) PC Seller shall sell, assign, convey, transfer and deliver to take place pursuant PC Buyer good and marketable title to Section 12.1 or Section 12.2 all of this Agreement, the PC Acquired Assets; (iii) Sellers shall execute and deliver to Acquirors (A) the ▇▇▇▇ of Sale; and (B) the Seller Noncompetition Agreements (as defined in Section 2.1(c)) in favor of an Acquiror executed by each Seller; (iv) Owners shall execute and deliver to Acquirors the Owner Noncompetition Agreements (as defined in Section 2.1(d)) in favor of an Acquiror executed by each Owner; and (v) the Selling Group shall deliver such other assignments, certificates and other instruments and documents as may be entitled required to receive distributions of available cash for be delivered by Sellers at or prior to the period ending at 11:59 p.m. Closing or as may be reasonably requested by Acquirors. (b) At the Closing, (i) each of the day immediately preceding Acquirors shall accept and purchase the applicable Purchased Assets from Sellers and in consideration therefor shall (A) pay the Closing Date. All provisions allocating profits, losses, gains, deductions Payment in Immediately Available Funds; (B) execute and credits for tax purposes shall remain in effect through deliver the ▇▇▇▇ of Sale; and (C) deliver to Sellers all certificates and other instruments and documents as may be required to be delivered by any of the Acquirors hereunder at or prior to the Closing Dateor as may be reasonably requested by Sellers; and (ii) PC Buyer shall execute and deliver the Seller Noncompetition Agreements to Sellers.

Closing. (a) At The Closing shall take place at the closing offices of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., New York time, on (i) the date first Business Day of the closing month immediately following the month in which all of the purchase conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied or waived at the Non-Transferor Member Closing, but subject to the satisfaction or waiver of those conditions) have been satisfied or waived or at such other place, time or date as may be mutually agreed upon in writing by Seller and IPH. The date on which the Third Party Purchaser, (Closing occurs is referred to as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) .” Upon the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment occurrence of the Seller’s Interest (or with respect to the ROFO Closing DateClosing, such portion of such Seller’s Interest which is subject to the assignment) (which assignment Closing 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 deemed to have the Seller convey the Seller’s Interest to a designee or nominee been consummated as 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full 12:01 a.m. Prevailing Central Time on the Closing Date. (cb) In At the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Closing: (i) Seller shall deliver, or cause to be entitled delivered, to receive distributions of available cash for IPH appropriate documentation reasonably acceptable to IPH evidencing the period ending at 11:59 p.m. transfer of the day immediately preceding Interests to IPH and shall enter into the Transitional Services Agreement; (ii) IPH shall enter into the Transitional Services Agreement; (iii) Seller shall deliver the AERG Contribution Agreement Amendment, duly executed at least one Business Day prior to the Closing Date. All provisions allocating profits, lossesby AERG and AIC; (iv) Seller shall deliver the Genco Asset Transfer Agreement Amendment, gains, deductions and credits for tax purposes shall remain in effect through duly executed at least one Business Day prior to the Closing Date, executed by Genco and AIC; and (v) Seller and IPH shall each deliver such other documents and instruments as are required to be delivered pursuant to this Agreement.

Closing. (a) At On the closing on (i) First Closing Date, upon the date terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of the closing of the purchase this Agreement by the Non-Transferor Member or the Third Party Purchaser, (as applicableparties hereto, the “ROFO Recipient”)Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above Three Hundred Thousand Dollars $300,000 (the “ROFO First Closing Subscription Amount”) of Shares. The Company and the Purchaser hereby acknowledge that funds equal to the First Closing Subscription Amount have previously been advanced on behalf of the Purchaser to the Company and on the First Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 continuedeliver to the Purchaser its First Closing Shares, and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the First Closing. In such eventUpon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the First Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of Two Hundred Thousand Dollars $200,000 (the “Second Closing Subscription Amount”) of Shares. The Purchaser shall deliver to the Company via wire transfer or a certified check immediately available funds equal to the Second Closing Subscription Amount and the Company shall indemnify deliver to the Seller against claims and liabilities Purchaser the Second Closing Shares. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Second Closing shall occur at the offices of Company arising after Counsel or such other location as the date of such conveyance. (b) parties shall mutually agree. On the Third Closing Date, if upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser is agrees to purchase, up to an aggregate of One Hundred Thousand Dollars $100,000 (the remaining Member, then “Third Closing Subscription Amount”)of Shares. The Purchaser shall deliver to the Purchaser shall, at its option, either (i) obtain a full release of the Seller (Company via wire transfer 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 certified check immediately available funds equal to the Third Party Purchaser) from all liability, direct or contingent, by all holders of all Closing Subscription Amount and the Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect shall deliver to the period from Purchaser the Third Closing Shares. Upon satisfaction of the covenants and after conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. On the Fourth Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable upon the terms and subject 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 or Section 12.2 of this Agreementconditions set forth herein, the Seller Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of One Hundred Thousand Dollars $200,000 (the “Fourth Closing Subscription Amount”)of Shares. The Purchaser shall be entitled deliver to receive distributions of the Company via wire transfer or a certified check immediately available cash for funds equal to the period ending at 11:59 p.m. Fourth Closing Subscription Amount and the Company shall deliver to the Purchaser the Fourth Closing Shares. Upon satisfaction of the day immediately preceding covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through occur at the Closing Dateoffices of Company Counsel or such other location as the parties shall mutually agree.

Closing. (a) At the closing on (i) the date A Closing shall consist of the closing execution and delivery of documents by Seller and Buyer, as set forth below, and delivery by Buyer to Seller of the purchase by the Non-Transferor Member or the Third Party Purchaser, (Purchase Price as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer allocated to each Property in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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, in escrow with Escrow Agent. If Each Closing shall occur on such date and time as mutually agreed to by Buyer and Seller in writing, but in no event later than that date which is fifteen (15) days after the Purchaser has elected to have the Seller convey the Seller’s Interest to a designee or nominee end of the PurchaserExamination Period with respect to such Property, the Company shall thereafter continue. In such eventsubject however, the Purchaser and the Company shall indemnify the Seller against claims and liabilities of the Company arising after to Buyer's right to extend the date of such conveyance.a Closing pursuant to this Section 10. Seller shall deliver to Buyer at Closing the following executed documents: (a) A bargain and sale deed (or its equivalent which provides covenants against grantor's acts) from Seller to Buyer conveying the applicable Real Property to Buyer subject only to the Permitted Exceptions; (b) On the Closing Datean Assignment and Assumption of Lease, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release of the Seller (or a partial release in the event form attached hereto as Exhibit A from Seller to Buyer assigning the Seller continues Lease applicable to be a Member after the Closing Date in connection with the sale of a partial Interest Seller's Property, and any security deposits thereunder, 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 a 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.Buyer; (c) In a ▇▇▇▇ of Sale in the event form of Exhibit B attached hereto from Seller to Buyer conveying the Personalty and Intangible Property owned by such Seller to Buyer; (d) an Assignment of Contracts, Permits, Licenses and Warranties in the form of Exhibit C attached hereto from Seller to Buyer; (e) a contemplated transfer settlement statement setting forth the Purchase Price, all prorations and other adjustments to take place be made pursuant to Section 12.1 or Section 12.2 of this Agreementthe terms hereof, and the Seller shall be entitled to receive distributions of available cash funds required 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.as contemplated hereunder;

Closing. The closing (the "CLOSING") of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder and the Mergers shall take place at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York, as s▇▇▇ ▇▇ ▇▇▇sib▇▇, ▇▇▇ in ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇fter satisfaction of the conditions set forth in Article 11, or at such other time or place as Buyer and Seller may agree. At the Closing: (a) At The Mergers shall have occurred and the closing Buyer shall have delivered to Seller the Merger Consideration in immediately available funds by wire transfer to an account of Seller with a bank designated by Seller, by notice to Buyer, on the Closing Date (ior if not so designated, then by certified or official bank check payable in immediately available funds to the order of Seller in such amount). (b) Buyer shall deliver to Seller the date Transaction Consideration (less the Merger Consideration) in immediately available funds by wire transfer to an account of Seller with a bank designated by Seller, by notice to Buyer, on the closing Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of Seller in such amount). (c) Insilco and Buyer shall enter into an Assignment and Assumption Agreement substantially in the purchase by form attached hereto as Exhibit C (the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”"ASSIGNMENT AND ASSUMPTION AGREEMENT"), and Insilco shall deliver to Buyer such special warranty deeds, bills of the Transferor Member’s Interests which is the subject sale, endorsements, consents, assignments and other good and sufficient instruments of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (conveyance and assignment as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), parties and their respective counsel shall deem reasonably necessary or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver appropriate to the ROFO Recipient, 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 vest in Buyer 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 in, to and under 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 conveyancePurchased Assets. (bd) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain Seller and Buyer shall enter into a full release of the Seller (or a partial release Management Services Agreement substantially in the event form attached as Exhibit D (the Seller continues to be a Member after "MANAGEMENT SERVICES AGREEMENT"). (e) ThermaSys, Insilco and, in the Closing Date in connection with the sale case of a partial Interest to the Third Party Purchaser) from all liabilityArup, direct or contingentInsilco Deutschland, 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 shall execute agreements with respect to the period from purchase of the stock of Arup, Dalian and after TCI in the Closing Dateform attached as Exhibit B-1 hereto, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable and with respect to the Seller; shares of Arup and Dalian, as the Buyer and Seller may agree, and shall deliver stock certificates or (ii) cause all such debts, obligations or claims to be paid other evidence of ownership in full on the Closing Dateaccordance with local law. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. The closing of the purchase and sale of the Shares (athe “Closing”) shall take place upon the closing under that certain Agreement and Plan of Merger, dated as of December 24, 2013, by and among the Company (under its former corporate name, Pinecrest Investments Group, Inc., PNCR, ACQUISITION, LLC., a California limited liability company and the wholly-owned subsidiary of PNCR (“Merger Sub”), and D&C DISTRIBUTORS, LLC, a California limited liability company (the “Target”)(the “Merger Agreement”). The time and date of the Closing is referred to herein as the “Closing Time”. At the closing on Closing, (A) the Company shall deliver to Purchaser the duly executed Registration Rights Agreement and (B) Purchaser shall deliver to the Company (i) the date of Purchase Price and (ii) the closing of duly executed Registration Rights Agreement in the purchase by the Non-Transferor Member or the Third Party Purchaser, form annexed hereto as Exhibit A (as applicable, the “ROFO RecipientRegistration Rights Agreement”), to be dated as of the Transferor Member’s Interests date on which the Closing occurs. As quickly as shall be practicable after the Closing, the Company shall cause the Shares to be issued in book entry form in the name of Purchaser. The Shares shall be held in such form until (i) they are registered under the Securities Act pursuant to the Registration Rights Agreement (as that term is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”hereinafter defined), in which case, the Company shall deliver to Purchaser, upon the effectiveness of such registration, certificates (in such denominations as Purchaser shall request) representing the Shares without any restrictive legend or (ii) the Buy/Sell Closing Date Company has defaulted in accordance with Section 12.1 aboveits obligations to Purchaser under the Registration Rights Agreement, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the Seller’s Interest (or with respect to the ROFO Closing Date, such portion of such Seller’s Interest in 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 Purchasercase, the Company shall thereafter continuedeliver to Purchaser, upon Purchaser’s request, certificates a single certificate representing the Shares bearing the restrictive legend prescribed by Section 5.1 hereof. In such eventBy completing the Closing, Purchaser shall be deemed to have confirmed to the Company, with the same effect as if Purchaser had so confirmed in writing, that Purchaser’s representations and warranties made in Section 2.2 were true and correct in all material respects as of the Closing Time, the compliance by Purchaser and with its covenants in this Agreement to be complied with by it prior to the Closing Time and, except to the extent that any of the conditions precedent to the obligation of the Company set forth in Section 4.1 have been waived by the Company in writing, Purchaser’s satisfaction thereof. By completing the Closing, the Company shall indemnify be deemed to have confirmed to Purchaser, with the Seller against claims same effect as if the Company had so confirmed in writing, that the Company’s representations and liabilities warranties made in Section 2.1 were true and correct in all material respects as of the Closing Time, the compliance by the Company arising after the date of such conveyance. (b) On with its covenants in this Agreement to be complied with by it prior to the Closing DateTime and, if except to the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release extent that any 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 conditions precedent to the Third Party Purchaser) from all liability, direct or contingent, obligation of Purchaser set forth in Section 4.2 have been waived by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid Purchaser in full on the Closing Date. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreementwriting, 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 DateCompany’s satisfaction thereof.

Closing. The closing (“Closing”) shall occur at 9:00 a.m. central time on the Execution Date at the Seller’s offices located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other location or through such other methods as may be mutually agreed upon by Seller and Buyer. At Closing, the following shall occur: (a) At Buyer shall pay to Seller the closing on Preliminary Purchase Price via wire transfer of immediately available funds; (ib) Seller and Buyer will execute and deliver an assignment, conveyance and ▇▇▇▇ of sale covering the date of Assets in the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, form attached hereto as Exhibit “F” (as applicable, the “ROFO RecipientAssignment”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance together with Section 12.2 above any other instrument or document; (the “ROFO Closing Date”), or (iic) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), and Buyer shall execute and deliver all necessary forms to be filed with the ROFO Recipient, or Buy/Sell Purchaser, respectively (as appropriate regulatory authorities concerning the case may be, the “Purchaser”), an assignment change of ownership and/or operatorship of the Seller’s Interest Assets, as applicable; (d) Buyer shall obtain replacements for the Credit Support identified on Exhibit “G”, bonds, letters of credit and guarantees, if any, necessary to terminate the obligations of Seller or its affiliates with respect to such Credit Support and Buyer shall provide evidence of the ROFO Closing Date, such portion posting of such Seller’s Interest which bonds or other securities with all applicable governmental authorities meeting the requirements of such authorities; (e) Seller shall deliver an executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller (or its regarded owner, if Seller if an entity disregarded as separate from its owner) is subject to neither a disregarded entity nor a foreign person within the assignment) (which assignment shall warrant Seller’s ownership meaning of the Interest being sold Internal Revenue Code of 1986, as amended, and Treasury Regulations promulgated thereunder; and (f) the Parties shall take such further actions as may be reasonably necessary to be free evidence and clear of all liens and other encumbrances) and such other instruments as effectuate 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 transaction contemplated by this Agreement. If Seller shall provide Buyer with a copy of all files, records and data that relate to 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release of the Seller (or a partial release Leases in the event the Seller continues to be a Member after the Closing Date in connection with the sale control of a partial Interest to the Third Party Purchaser) from all liability, direct or contingent, maintained by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or in each case, only to the extent not constituting Excluded Assets, within thirty (ii30) cause all such debts, obligations or claims to be paid in full on the Closing Datedays of Closing. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. The closing (a“Closing”) At the closing shall take place remotely on (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, hereof (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) or at such other place, time or date as may be mutually agreed upon in writing by the Transferor Member parties. The Closing may take place by exchange of documents and signatures by email, facsimile and overnight mail, as appropriate. (on a) At the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectivelyClosing, (as the case may be, the “Seller”), shall execute i) GMAR will assign and deliver transfer to the ROFO Recipient, 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 Company all of the Seller’s its right, title and interest in the Company, subject and 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 PurchaserAssets, the Company shall thereafter continue. In such event, the Purchaser and the Company shall indemnify will accept the Seller against claims Assets, by execution and liabilities delivery of a ▇▇▇▇ of Sale substantially in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”); (ii) the Company will issue the Company GMAR Shares in uncertificated or book-entry form and deliver to GMAR a notice of issuance of uncertificated shares reflecting the issuance of the Company arising after GMAR Shares, (iii) EXPL will issue the date EXPL Shares in uncertificated or book-entry form and deliver to the Company a notice of such conveyanceissuance of uncertificated shares reflecting the issuance of the EXPL Shares; (iv) the Company will issue the Company EXPL Shares in uncertificated or book-entry form and deliver to EXPL a notice of issuance of uncertificated shares reflecting the issuance of the Company EXPL Shares; (v) GMAR and EXPL will execute and deliver the Equipment Purchase Agreement and the ▇▇▇▇ of sale contemplated thereby; (vi) GMAR, EXPL and the Company will execute and deliver the Voting Agreement; (vii) the Company and EXPL will execute and deliver the Registration Rights Agreement; and (viii) the Company and EXPL will execute and deliver the Support Services Agreement. (b) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this This Agreement, the Seller shall be entitled Equipment Purchase Agreement, the Voting Agreement, the Registration Rights Agreement, the Support Services Agreement and the ▇▇▇▇ of Sale are referred to receive distributions of available cash for collectively as 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“Transaction Documents”.

Closing. The following shall take place at the Closing (the documents referred to in this Section 5.3, together with this Agreement, collectively, the “Transaction Documents”): (a) At the closing on (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), Sellers and Purchaser shall execute and deliver to the ROFO Recipienttransfers, or Buy/Sell Purchaserassignments and bills of sale, respectively (mineral deeds and conveyances using the forms attached hereto as the case may beExhibits C-1, the “Purchaser”)C-2, 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 conveyanceC-3. (b) On Purchaser shall pay to Sellers by wire transfer an amount equal to the Closing DateUnadjusted Purchase Price, if as adjusted by the Preliminary Accounting, less an amount equal to the Performance Deposit (provided that Sellers may direct that Purchaser is shall pay the remaining MemberUnadjusted Purchase Price, then less the Purchaser shallPerformance Deposit, at its optionwithout adjustment for the estimated Sellers Amounts and estimated Purchase Amounts under the Preliminary Accounting, either (i) obtain a full release of to the Seller (or a partial release Qualified Intermediary, and in the such event the Seller continues to be a Member after on the Closing Date in connection with the sale Party that owes the net amount of a partial Interest the Sellers Amounts and the Purchaser Amounts to the Third Party Purchaser) from all liability, direct or contingent, other under the Preliminary Accounting shall pay such amount 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 wire transfer to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Date.other Party); (c) In Sellers shall execute and deliver the event Certificate of a Non-Foreign Status attached as Exhibit D; (d) Purchaser and Sellers shall execute and deliver such designation of operator forms as are necessary to transfer operations to Purchaser for those Oil & Gas Interests that are operated by Sellers and which are intended to be operated by Purchaser after the Closing; (e) Purchaser and Sellers shall execute and deliver the Transition Services Agreement; (f) Purchaser and Sellers shall execute and deliver the Seismic License Agreement; (g) Purchaser shall execute and deliver the HIL Bond and the HIL Guaranty to HIL; (h) Purchaser shall execute and deliver the secretary’s certificate and other items referenced in Section 3 of the HIL consent; and (i) Purchaser and Sellers shall execute and deliver such other remaining documents, letters-in-lieu of transfer orders, joinders, ratifications, certificates, instruments or agreements which are contemplated transfer by the transaction described herein or deemed necessary or appropriate by the Parties. No agreement to take place pursuant be executed and delivered at the Closing, or action to Section 12.1 or Section 12.2 of this Agreementbe taken at the Closing, the Seller shall be entitled effective until all such agreements have been executed and delivered or actions have been taken, and all such agreements and actions shall be deemed 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 Datebe effective concurrently.

Closing. (a) At Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the closing Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the purchase Seller by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above wire transfer to such bank account (the “ROFO "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date”), or ; (ii) At the Buy/Sell Closing Date effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in accordance with Section 12.1 above, (as writing prior to the case may be, the “Closing Date”; (iii) At the Transferor Member effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (on in the ROFO form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date), or Buy/Sell Seller ; (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), iv) The parties shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may bedeliver, the “Purchaser”)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, an assignment including certificates for all Securities to evidence the transfer to Premier of good and marketable title in and to all of the Seller’s Interest (or with respect to Securities owned by 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 Seller free and clear of all liens and any Lien or Restriction on such Securities (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 than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement. If ) or the Purchaser has elected to have the Seller convey the Seller’s Interest to a designee applicable federal or nominee of the Purchaserstate securities laws, 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.and (bvi) On the Closing DateEach party shall take such other actions, if the Purchaser is the remaining Memberand shall execute and deliver such other instruments or documents, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this Agreement, the Seller as 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.required under Article V.

Closing. (a) At The closing of the closing on Acquisition (the “Closing”) shall be held at the offices of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the fifth (5th) business day after each of the conditions set forth in Article III (other than (i) delivery of items to be delivered at the date Closing and (ii) satisfaction or, to the extent permitted by Applicable Law, waiver of conditions that by their nature are to be satisfied at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or, to the extent permitted by Applicable Law, waiver of such conditions at the Closing) have been satisfied (or, to the extent permitted by Applicable Law, waived) or at such other place, time and date as shall be agreed between Purchaser and Seller. The closing of the purchase by Acquisition shall be deemed to be effective as of 12:00:01 a.m., New York time, on the Non-Transferor Member or the Third Party Purchaser, date (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may besuch date, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 immediately following the date of such conveyancethe Closing. (b) On At the Closing DateClosing, if the Purchaser is the remaining Member, then the Purchaser shall, at shall deliver or cause to be delivered to Seller (or its option, either designee): (i) obtain a full release of the Seller (or a partial release in the event the Seller continues to be a Member after by wire transfer on the Closing Date to a bank account designated in writing by Seller not less than three (3) business days prior to the Closing pursuant to a notice substantially in the form of Exhibit A, immediately available funds in an amount equal to (A) the sum of (x) the Purchase Price plus (y) an amount equal to the amount of Transfer Taxes owed in connection with the sale of a partial Interest transactions contemplated by the Transaction Documents (the Purchase Price plus an amount equal to the Third Party Purchaseramount of Transfer Taxes owed in connection with the transactions contemplated by the Transaction Documents is hereinafter called the “Closing Date Amount”) from all liability, direct or contingent, and (B) the amount contemplated by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or Section 2.02; (ii) cause all such debtsinstruments of sale, obligations assignment, transfer and conveyance as Seller may reasonably request to effect or claims evidence the purchase of the Acquired Assets and the assumption of the Assumed Liabilities by Purchaser, in each case duly executed by an authorized officer of Purchaser (it being understood that such instruments shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement); (iii) a counterpart of the Quality Agreement, duly executed by an authorized officer of Purchaser; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (iv) a counterpart to the Transitional Services Agreement, duly executed by an authorized officer of Purchaser; (v) a counterpart to the Supply Agreement, duly executed by an authorized officer of Purchaser; (vi) a counterpart to the Lease Termination duly executed by Purchaser; and (vii) the certificate required to be paid in full on the Closing Datedelivered under Section 3.03(a). (c) In At the event Closing, Seller shall deliver or cause to be delivered to Purchaser: (i) such instruments of a contemplated sale, assignment, transfer and conveyance as may be reasonably requested by Purchaser to take place pursuant effect or evidence the transfer of the Acquired Assets and the Assumed Liabilities to Section 12.1 Purchaser, in each case duly executed by an authorized officer of Seller or Section 12.2 of the applicable Selling Affiliate (it being understood that such instruments shall not require Seller or any Selling Affiliate to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement); (ii) a counterpart of the Quality Agreement, duly executed by an authorized officer of Seller; (iii) a counterpart to the Transitional Services Agreement, duly executed by an authorized officer of Seller; (iv) a counterpart to the Supply Agreement, duly executed by an authorized officer of Seller; (v) a counterpart to the Lease Termination duly executed by Seller; and (vi) evidence of the assignment of any transferred third party manufacturing agreements and other Transferred Contracts listed on Section 2.01(c) of the Seller shall Disclosure Schedule; and (vii) the certificate required to 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 Datedelivered under Section 3.02(a).

Closing. (a) At Subject to the closing on (i) conditions set forth in this Agreement, the date purchase and sale of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above Purchased Assets pursuant to this Agreement (the “ROFO Closing”) shall take place, to the extent such Closing Date”)cannot take place through the electronic exchange of signatures, at the offices of IPC The Hospitalist Company, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at 12:00 noon local time, within two (2) business days after the conditions set forth in ARTICLE II have been satisfied, but no later than December 16, 2013, or (ii) at such other time, place and date as shall be mutually agreed on in writing by Acquirors and the Buy/Sell Selling Group. The date on which the Closing Date in accordance with Section 12.1 above, (occurs is identified as the case may be, the “Closing Date”) ” and the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 be deemed to be free and clear effective as 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full 12:01 a.m. Eastern Daylight Time on the Closing Date. (ca) In At the event Closing, (i) Seller shall sell, assign, convey, transfer and deliver to Buyer good and marketable title to all of a contemplated the Acquired Assets; (B) Seller shall sell, assign, convey, transfer and deliver to take place pursuant PC Buyer good and marketable title to Section 12.1 or Section 12.2 all of this Agreement, the PC Acquired Assets; (iii) Seller shall execute and deliver to Acquirors (A) the ▇▇▇▇ of Sale; and (B) the Seller Noncompetition Agreement (as defined in Section 2.1(c)) in favor of an Acquiror executed by Seller; and (iv) the Selling Group shall deliver such other assignments, certificates and other instruments and documents as may be entitled required to receive distributions of available cash for be delivered by Seller at or prior to the period ending at 11:59 p.m. Closing or as may be reasonably requested by Acquirors. (b) At the Closing, (i) each of the day immediately preceding Acquirors shall accept and purchase the applicable Purchased Assets from Seller and in consideration therefor shall (A) pay the Closing Date. All provisions allocating profits, losses, gains, deductions Payment in Immediately Available Funds; (B) execute and credits for tax purposes shall remain in effect through deliver the ▇▇▇▇ of Sale; and (C) deliver to Seller all certificates and other instruments and documents as may be required to be delivered by any of the Acquirors hereunder at or prior to the Closing Dateor as may be reasonably requested by Seller; and (ii) PC Buyer shall execute and deliver the Seller Noncompetition Agreement to Seller.

Closing. (a) At the closing on (i) the date The consummation of the closing transaction contemplated by this Agreement by delivery of documents and payments of money shall take place at 1:00 p.m. Eastern Time on the purchase by Scheduled Closing Date at the Non-Transferor Member or offices of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, located at ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Notwithstanding anything in this Agreement to the Third Party Purchasercontrary, (as applicableincluding, without limitation, Seller’s right to adjourn the Scheduled Closing Date set forth in Section 6.3(a), the “ROFO Recipient”)Scheduled Closing Date shall be adjourned to no later than November 15, of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above 2003 (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Outside Closing Date), or Buy/Sell Seller (on . If the Buy/Sell Closing does not occur by the Outside Closing Date), respectivelythis Agreement shall automatically terminate and shall be of no further force and effect, whereupon (as x) the case may be, the “Seller”), ▇▇▇▇▇▇▇ Money Deposit shall execute and deliver be returned to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as unless the case may be, the “Purchaser”), an assignment failure of the Seller’s Interest Closing to occur by the Outside Closing Date is due to a default by either party, in which event the provisions of Article XIII shall apply, and (or y) neither party hereto shall have any further rights under this Agreement other than with respect to the ROFO Closing DateTermination Surviving Obligations. At Closing, such portion the events set forth in this Article X will occur, it being understood that the performance or tender of such Seller’s Interest performance of all matters set forth in this Article X are mutually concurrent conditions which is subject to may be waived by the assignment) (which assignment shall warrant Seller’s ownership party for whose benefit they are intended. The acceptance of the Interest being sold LLC Assignment and Assumption by Purchaser shall be deemed to be free full performance and clear discharge of all liens each and every agreement and obligation on the part of Seller to be performed hereunder, other encumbrances) than the Closing Surviving Obligations. The acceptance of the Purchase Price by Seller shall be deemed to be full performance and such other instruments as discharge of each and every agreement and obligation on the part of the Purchaser may reasonably requireto be performed hereunder, other than the Closing Surviving Obligations. The parties agree to give it good and lien free title to provide all of the Seller’s right, title documents required under Sections 10.2 and interest in the Company, subject 10.3 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 PurchaserEscrow Agent, 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, if the Purchaser is the remaining Member, then the Purchaser shallin escrow, at its option, either (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 least one day prior 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 a 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 Scheduled Closing Date. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. (a) At Subject to the closing on (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicableterms and conditions stated in this Agreement, the consummation of transactions described in Section 2.1 and Section 2.2 and conducted pursuant to this Agreement (the “ROFO RecipientClosing”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above shall occur on September 30, 2016 (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 At the Closing DateClosing, if the Purchaser is following documents shall be delivered and the remaining Memberfollowing events shall occur, then the Purchaser shall, at its option, either execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (i) obtain a full release of the Seller (or a partial release Owning Parties, as applicable, and CTH shall execute, acknowledge and deliver the Assignment and the Deed, in the event the Seller continues sufficient number as CTH may reasonably require 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 a public liability insurer(s) reasonably acceptable to the Seller; or facilitate appropriate recording; (ii) the Owning Parties, as applicable, and CTH shall execute and deliver original executed copies of the Assignment, Assumption and ▇▇▇▇ of Sale; (iii) the General Partner shall execute, and the Partnership shall enter into, the Second Amended and Restated Partnership Agreement; (iv) the CONSOL Parties and the Partnership Parties shall execute and deliver original executed copies of the Omnibus Agreement; (v) the Owning Parties and CTH shall execute and deliver original executed copies of the Operating Agreement Amendment; (vi) the Partnership and CEI shall execute and deliver original executed copies of the Registration Rights Agreement; (vii) the Partnership will deliver (or cause all such debts, obligations or claims to be paid delivered) the Cash Consideration, by wire transfer of immediately available funds to the account(s) designated in full on the Closing Date.writing by CEI; (cviii) In the event Partnership shall issue the Equity Consideration to CEI (or one or more of a contemplated its designees); and (ix) the CONSOL Parties and the Partnership Parties shall execute and deliver all documents reasonably requested by CTH in order to transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. ownership and operation of the day immediately preceding the Closing Date. All provisions allocating profitsFirst Drop Down Assets to CTH, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Dateincluding any such documents that may be required to be filed with any applicable Governmental Authority.

Closing. The closing (athe “Closing”) At of the closing purchase and sale of the Acquired Assets hereunder shall take place on (i) the date of the closing of the purchase ABI Transaction by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), means of the Transferor Member’s Interests which is steps as set out in the subject of a the right of first offer in accordance with Section 12.2 above Announcement (the “ROFO ABI Transaction Closing”) (the date on which the Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may beoccurs, the “Closing Date”), at the location of the ABI Transaction Closing. No later than the tenth Business Day prior to the anticipated date of the ABI Transaction Closing, ABI shall deliver to Buyer a written notice specifying the anticipated date, time and location of the ABI Transaction Closing (and ABI shall promptly provide notice to Buyer if the anticipated date, time or location of the ABI Transaction Closing changes). At the Closing: (a) Buyer shall deliver or cause to be delivered to ABI (i) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver Purchase Price in immediately available funds by wire transfer to the ROFO Recipient, account of ABI which account shall be designated by ABI to Buyer at least two Business Days prior to the Closing Date and (ii) an assumption agreement (in form and substance reasonably satisfactory to Buyer and ABI) pursuant to which Buyer or Buy/Sell Purchaser, respectively its designated Subsidiary will assume the Assumed Liabilities; and (as b) ABI shall deliver or cause to be delivered to Buyer (i) certificates representing the case may be, the “Purchaser”), an assignment of the Seller’s Interest (Acquired Shares duly endorsed in blank or with respect to the ROFO Closing Dateoriginal stock powers duly endorsed in blank in proper form attached, 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 in each case, free and clear of all liens Liens, (ii) such instruments of conveyance, assignment and other encumbrancestransfer (in form and substance reasonably satisfactory to ABI and Buyer) pursuant to which ABI or its applicable Subsidiary shall convey, assign and such other instruments as the Purchaser may reasonably require, transfer to give it good and lien free title to Buyer all of the SellerABI’s or such Subsidiary’s direct or indirect right, title and interest in the Company, subject and 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 Transferred Assets and (iii) written evidence of the Purchaser, withdrawal of the Company shall thereafter continue. In such event, ▇▇▇▇▇▇ ▇▇ Partner from the Purchaser JV and the Company shall indemnify the Seller against claims and liabilities of the Company arising after the date of such conveyanceOperating Agreement. (b) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. (a) At Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the closing Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the purchase Seller by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above wire transfer to such bank account (the “ROFO "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date”), or ; (ii) At the Buy/Sell Closing Date effective time of the Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in accordance with Section 12.1 above, (as writing prior to the case may be, the “Closing Date”; (iii) At the Transferor Member effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (on in the ROFO form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date), or Buy/Sell Seller ; (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), iv) The parties shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may bedeliver, the “Purchaser”)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, an assignment including certificates for all Shares to evidence the transfer to Premier of good and marketable title in and to all of the Seller’s Interest (or with respect to Shares owned by 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 Seller free and clear of all liens and any Lien or Restriction on such Shares (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 than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement. If ) or the Purchaser has elected to have the Seller convey the Seller’s Interest to a designee applicable federal or nominee of the Purchaserstate securities laws, 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.and (bvi) On the Closing DateEach party shall take such other actions, if the Purchaser is the remaining Memberand shall execute and deliver such other instruments or documents, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this Agreement, the Seller as 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.required under Article V.

Closing. (a) At The sale and purchase of the Membership Interests shall take place at a closing (the “Closing”) to be held at the offices of B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP, 6▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, at 10:00 A.M. (California time) on (i) the date of this Agreement. The day on which the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (Closing takes place is referred to as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) .” Notwithstanding any provision in this Agreement, the Transferor Member (Closing shall be effective as of 12:01 A.M. on the ROFO Closing Date), or Buy/Sell Seller Date (on the Buy/Sell Closing Date), respectively, (as the case may be, the “SellerEffective Time”), and all actions scheduled in this Agreement for the Closing Date shall execute and deliver be deemed to occur simultaneously at the ROFO RecipientEffective Time, except as otherwise contemplated hereby or Buy/Sell Purchaser, respectively (as expressly agreed in writing by 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 conveyanceparties. (b) On At the Closing, the Buyer shall deliver or cause to be delivered to the Seller: (i) an amount equal to the Purchase Price minus $2,000,000 (the “Closing Amount ”) in immediately available funds in United States dollars by wire transfer to the bank account designated in writing by the Seller to the Buyer at least two Business Days prior to the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a public liability insurer(s) reasonably acceptable to the Seller; or ; (ii) cause all a Promissory Note, properly executed by the Buyer and in the amount of $2,000,000, substantially in the form set forth in Exhibit A (the “Note”); and (iii) the certificates, consents and other documents referred to herein, including without limitation the certificate referred to in Section 7.2(a) hereof, and such debtsother certificates, obligations consents and other documents as the Seller may reasonably request in order to consummate or claims to be paid in full on implement the Closing Datetransactions contemplated by this Agreement. (c) In At the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this AgreementClosing, the Seller shall deliver or cause to be entitled delivered to receive distributions of available cash the Buyer: (i) a receipt for the period ending at 11:59 p.m. Closing Amount, properly executed by Seller, substantially in the form of Exhibit B; (ii) letters of resignation from all of the day immediately preceding directors and officers of the Company and its Subsidiaries, other than J▇▇ ▇▇▇▇▇▇▇▇ as a director of the Company, substantially in the form of Exhibit C; (iii) a properly executed statement in the form of Exhibit D, dated as of the Closing Date. All provisions allocating profits, losseswhich conforms to the requirements of Treasury Regulations Section 1.1445-2(b)(2); and (iv) the certificates, gainsconsents and other documents referred to herein, deductions including without limitation the certificates referred to in Section 7.3(a) hereof, and credits for tax purposes shall remain such other certificates, consents and other documents as the Buyer may reasonably request in effect through order to consummate or implement the Closing Datetransactions contemplated by this Agreement.

Closing. (a) At Upon the terms and subject to the conditions of this Agreement, the closing on (i“Closing”) the date of the closing of the purchase and sale of the Purchase Shares shall be held at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, 29th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, on December 17, 2014, or any other date and time that is agreed upon in writing by the Non-Transferor Member or Company and the Third Party Purchaser, Purchaser (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) ). At the Transferor Member Closing, the Purchaser shall, by wire transfer of immediately available funds to an account designated by the Company in writing, pay to the Company the portion of Purchase Price it receives from the employees of the Company pursuant to the Employee Subscription Mechanism (on the ROFO Closing Dateas defined below), or Buy/Sell Seller (on and the Buy/Sell Closing Date), respectively, (as Company shall cause the case may be, Register of Members of the “Seller”), shall execute and deliver Company be updated to reflect the Purchase Shares being issued to the ROFO RecipientPurchaser. To the extent that the Purchase Price is not fully paid up by the Purchaser at the Closing, or Buy/Sell Purchaser, respectively any outstanding payment can be made within two (as the case may be, the “Purchaser”), an assignment 2) years 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 PurchaserClosing; provided that, the Company shall thereafter continue. In such event, cause the Purchaser and the Company shall indemnify the Seller against claims and liabilities portion of the Company arising after Purchase Shares for which the date purchase price has not been paid be recorded as “unpaid shares” on the Company’s Register of such conveyance. (b) On Members. At each of the sixth-month, twelfth-month, eighteenth-month and twenty-fourth-month anniversary of the Closing Date, if the Purchaser is Company shall cause the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release Register of Members of the Seller (or a partial release Company be updated to reflect the portion of the Purchase Shares that has been paid in full. After the event the Seller continues to be a Member after the Closing Date in connection with the sale twenty-fourth-month anniversary 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 the Company shall have the right to call and forfeit any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable unpaid Purchase Shares in accordance with the provisions of its Memorandum of Association and Articles of Association (as amended and restated from time 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 or Section 12.2 of this Agreementtime, 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“M&A”).

Closing. The closing of the transactions contemplated hereby (athe "Closing") At shall take place on or before 2:00 p.m., Chicago time, on the closing Closing Date at the offices of Skadden, Arps, Slate, Meagher & Flom (Illinois), or at such other place or time as the p▇▇▇▇▇▇ her▇▇▇ shall agree. Upon receipt by the Indenture Trustee on the Closing Date of the full amount of the Owner Participant's Commitment and the Loan Participant's Commitment in respect of the Units delivered on the Closing Date, TILC shall pursuant to the Transfer and Assignment Agreement deliver the Units described on Schedule 1 hereto to the Lessee by delivery of the TILC Bill of Sale and shall make an assignment of the Existing Equ▇▇▇▇▇▇ ▇▇bleases to the Lessee by delivery of the TILC Assignment, and immediately thereafter, (i) the date Indenture Trustee, on behalf of the closing Owner Trustee, shall, subject to the conditions set forth in Sections 4.1, 4.2 and 4.3 having been fulfilled to the satisfaction of the purchase Participants or waived by the Non-Transferor Member or Participants, pay to the Third Party PurchaserLessee from the funds then held by it, (as applicablein immediately available funds, an amount equal to the “ROFO Recipient”), of Total Equipment Cost for the Transferor Member’s Interests which is Units delivered on the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Lessee shall pay to TILC pursuant to the Transfer and Assignment Agreement an amount equal to the Total Equipment Cost for the Units delivered on the Closing Date in accordance with Section 12.1 aboveDate, (as the case may be, the “Closing Date”iii) the Transferor Member Lessee shall deliver the Units described on Schedule 1 hereto by Participation Agreement (on TRLI 2001-1B) delivery of the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectivelyBill of Sale, (iv) the Owner Trustee shall, pursuant to the Lease, ▇▇▇se and deliver the Units listed on Schedule 1 hereto to the Lessee, and the Lessee, pursuant to the Lease, shall accept delivery of the Units described on Schedule 1 hereto under the Lease, such lease, delivery and acceptance of such Units under the Lease shall be conclusively evidenced by the execution and delivery by the Lessee and the Owner Trustee of the Lease Supplement covering the Equipment so delivered as described in Schedule 1 and (v) the case may be, the “Seller”), Owner Trustee shall execute and deliver the Equipment Note relating to such Lease Supplement to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as Loan Participant. Each of the case may beLessee, the “Purchaser”)Owner Participant, an assignment of the Seller’s Interest (or with respect Owner Trustee, TILC, the Loan Participant and the Indenture Trustee hereby agrees 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 take all actions required to be free and clear of all liens and other encumbrances) and such other instruments as the Purchaser may reasonably require, to give taken by 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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, Closing as contemplated by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Datethis Section 2.3(b). (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. The closing (the “Closing”) of the purchase and sale of the Shares and the transfer of the Transferred Assets hereunder shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date hereof. At the Closing: (a) At the closing on Buyer shall deliver: (i) to Sellers the date Buyer Note duly executed by Buyer; [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the closing Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or Commission upon request. (ii) to Buyer’s registered transfer agent, with a copy to Sellers, irrevocable instructions, executed by an officer of Buyer and in a form reasonably acceptable to Sellers, instructing the Buy/Sell Closing Date transfer agent (A) to issue certificates for 9,017,021 shares of Buyer Stock registered in accordance with Section 12.1 above, the name of Sellers (or such other Person as the case Sellers may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Datedesignate), or Buy/Sell Seller with any required transfer stamps affixed thereto and bearing the legend required pursuant to Section 2.05, and (on B) to deliver such certificates to such address as Sellers may designate (it being understood that (x) Buyer shall cause the Buy/Sell issuance and delivery of such share certificates as contemplated herein within five Business Days after the Closing Date), respectively, and (y) such issuance shall be effective as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the Seller’s Interest Closing and the transfer agent shall be instructed accordingly); (or iii) to Sellers the Patent Assignment Agreements with respect to the ROFO Closing DateAssigned Nutley Patents and the Assigned Basel Patents, such portion of such Seller’s Interest which is subject duly executed by Buyer; and (iv) to the assignment) (which assignment shall warrant Seller’s ownership Sellers counterparts to each of the Interest being sold to be free other Transaction Documents, duly executed by Buyer and clear each 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 conveyanceits Affiliates party thereto. (b) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either Sellers shall deliver to Buyer: (i) obtain a full release of certificates in proper form evidencing the Seller Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto; (or a partial release in ii) 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 Patent Assignment Agreements with respect to the period from Assigned Nutley Patents and after the Closing DateAssigned Basel Patents, except for any debtsduly executed by Roche Nutley or Roche Basel, obligations as applicable, and such customary bills of sale and/or other agreements or claims which instruments of transfer, in each case as are fully insured by a public liability insurer(s) reasonably acceptable satisfactory to Buyer and Sellers, to the Sellerextent necessary to evidence the transfer of the Assigned Nutley Licenses and the Assigned Basel Licenses hereunder; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Date.and (ciii) In the event of a contemplated transfer counterparts to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. each of the day immediately preceding the Closing Date. All provisions allocating profitsother Transaction Documents, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Dateduly executed by each Seller party thereto.

Closing. (a) At the closing on (i) the date of the The closing of the sale and purchase by of the Non-Transferor Member or Constructed BPL Network, the Third Party Purchaser, Assumed Contracts and the Transferred Permits and the assumption of the Assumed Liabilities (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above defined below) (the “ROFO Closing DateClosing”), ) shall take place at the offices of the Buyer or (ii) electronically concurrently with the Buy/Sell Closing Date execution and delivery of the Sales Agreement and the License Agreement on such date that is two business days after the satisfaction or waiver of all conditions to the obligations of the parties set forth in accordance with Section 12.1 above, (Article VII or at such other place or at such other time or on such other date as the case parties may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 mutually agree upon 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 conveyancewriting. (b) On At the Closing, the Seller shall deliver or cause to be delivered to the Buyer: (i) a ▇▇▇▇ of sale and assignment, in the form attached hereto as Exhibit A, with regard to the Constructed BPL Network and the Assumed Contracts and the Transferred Permits duly executed by the Seller; (ii) a duly executed software and intellectual property license agreement in the form attached hereto as Exhibit B, with regard to the software and intellectual property relating to the Constructed BPL Network (the “ License Agreement”); (iii) the Sales Agreement duly executed by CURRENT Technologies, LLC; (v) the inventory of finished goods and additional components described in Schedule C, subject to Section 1.5(b); (vi) the “As-Built” documentation relating to the Constructed BPL Network attached hereto as Schedule D; (vii) a certificate of Seller, dated as of the Closing Date, if signed by an authorized person of Seller, certifying that to Seller’s knowledge the Purchaser is conditions set forth in Section 7.5(a) - (e) have been fulfilled; (viii) (A) good standing certificates of Seller and Guarantor certified as of a recent date by the remaining MemberDelaware Secretary of State, then (B) copies of certificate of limited partnership and certificate of formation of Seller and Guarantor, respectively, certified as of a recent date by the Purchaser shallDelaware Secretary of State, at its option, either (iC) obtain a full release certification of an authorization person of Seller and Guarantor of the Seller (or a partial release in the event the Seller continues to be a Member after the Closing Date names and signatures of each authorized person of each who is signing any document on its behalf in connection with this Agreement, and (D) certificate of an authorized person of Seller and Guarantor attaching a copy of the sale approval by each such entity’s Board of Directors or other governing body authorizing the execution, delivery and performance of this Agreement and the related agreements to which it is a partial Interest to the Third Party Purchaserparty; (ix) from all liabilitya certificate of Guarantor, 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 dated the Closing Date, except for any debtssigned by an officer of Guarantor, obligations or claims which certifying that the representations and warranties of Guarantor contained in Sections 4.1, 4.2, 4.3 and 4.10 are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause true and correct in all such debts, obligations or claims to be paid in full material respects on and as of the Closing Date, and the covenants and agreements of Guarantor to be performed on or before the Closing Date shall have been duly performed in all material respects; (x) a release of all claims against InfrastruX Energy Services BPL LLC (successor-in-interest to InfrastruX Energy Services BPL LP) (“IES”) executed by Seller in the form attached as Exhibit D; and (xi) such other documents and instruments of assignment or conveyance as the Buyer may reasonably request as necessary or appropriate for the purpose of effecting the Transactions (as defined below) provided for and contemplated herein and to vest in the Buyer good and marketable title to the Constructed BPL Network. (c) In At the event Closing, the Buyer shall deliver to the Seller: (i) the Purchase Price; (ii) the Sales Agreement duly executed by the Buyer; (iii) a release of all claims executed by IES in the form attached as Exhibit D; (iv) a certificate of Buyer, dated as of the Closing Date, signed by an authorized person of Buyer, certifying that to Buyer’s knowledge the conditions set forth in Section 7.4(a) - (d) have been fulfilled; (v) (A) good standing certificates of Buyer certified as of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 recent date by the Delaware Secretary of State, (B) copy of certificate of formation of Buyer, certified as of a recent date by the Delaware Secretary of State, (C) a certification of an authorization person of Buyer of the names and signatures of each authorized person of each who is signing any document on its behalf in connection with this Agreement, and (D) certificate of an authorized person of Buyer attaching a copy of the approval by such entity’s Board of Directors or other governing body authorizing the execution, delivery and performance of this Agreement and the related agreements to which it is a party; (vi) such other documents and instruments and certificates as shall be reasonably requested by the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. purpose of effecting the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions Transactions provided for and credits for tax purposes shall remain in effect through the Closing Datecontemplated herein.

Closing. (a) At the closing on (i) the date of the The closing of the purchase transactions contemplated by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above this Agreement (the “ROFO Closing”) shall take place at the Dallas, Texas offices of Seller’s counsel or via facsimile and/or email as of the date that is the last business day of December, 2010; or such earlier or later date as may be agreed upon by Buyer and Seller; provided, that, if the conditions set forth in Sections 6.3 and 7.3 of this Agreement (other than those conditions that by their terms are to be satisfied at the Closing Date”)but subject to the satisfaction or waiver of those conditions at such time) have not been satisfied or waived as of such date, the Closing shall occur on such later date that is the last day of the calendar month in which all such conditions are satisfied or (ii) waived. The date on which the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, actually occurs shall be the “Closing Date”) .” In the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment event that all of the Seller’s Interest conditions to Closing set forth in Articles VI and VII hereof (or with respect other than those conditions that by their terms are to be satisfied at the ROFO Closing Date, such portion of such Seller’s Interest which is but subject to the assignmentsatisfaction or waiver of those conditions at such time) (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 have been satisfied prior to the terms last day of this Agreement. If a calendar month prior to December, 2010, then 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 last day of such conveyancecalendar month shall be the “Valuation Closing Date.” (b) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either following actions shall be taken: (i) obtain a full release of the Seller (or a partial release in the event the Seller continues Buyer shall pay an amount equal to be a Member after the Closing Date in connection with the sale Payment by wire transfer(s) of a partial Interest immediately available funds payable 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 a public liability insurer(s) reasonably acceptable to the Seller; or ; (ii) Seller shall deliver, or cause all such debts, obligations or claims to be paid delivered, to Buyer, all of the Shares together with executed consents, terminations and assignments, including assignments of the certificates representing the Shares and other instruments of consent and conveyance in full on form reasonably satisfactory to Buyer and Seller, sufficient to convey to Buyer title to the Shares; (iii) Seller shall deliver, or cause to be delivered, to Buyer a fully executed Coinsurance and Administrative Services Agreement with the Company; (iv) Seller shall deliver, or cause to be delivered, to Buyer a fully executed Coinsurance Termination, Commutation and Release Agreement between the Company and United American Insurance Company; (v) Seller shall deliver, or cause to be delivered, to Buyer a fully executed Assignment and Assumption Agreement with the Company; (vi) Seller and Buyer shall enter into a transition services agreement, to be negotiated in good faith by Seller and Buyer prior to the Closing Date.and attached as Exhibit E hereto (the “Transition Services Agreement”); and (cvii) In Each party shall execute and deliver such other documents or certificates required under this Agreement or reasonably requested by the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Dateother parties.

Closing. The Company shall deliver to ThinkEquity Partners (a) At the closing on (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”"Placement Agent"), of the Transferor Member’s Interests which is the subject of in trust, a the right of first offer certificate or certificates, registered in accordance with Section 12.2 above (the “ROFO Closing Date”), such name or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (names as the case Investors may bedesignate, representing the “Closing Date”) the Transferor Member (on the ROFO Closing Date)Shares and Warrants, or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the Seller’s Interest (or with respect to the ROFO Closing Date, instructions that 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 certificates are to be free and clear held for release to each Investor only upon payment in full of all liens and other encumbrances) and such other instruments that Investor's Purchase Price as the Purchaser may reasonably require, to give it good and lien free title to all of the Seller’s right, title and interest set forth in the Company, subject to the terms signature pages of this Agreement. If Upon such receipt by the Purchaser has elected to have the Seller convey the Seller’s Interest to a designee or nominee Placement Agent of the Purchasercertificates, each Investor shall promptly, but no more than one Business Day thereafter, cause a wire transfer in same-day funds to be sent to the account of the Company set forth immediately following this paragraph in an amount representing such Investor's Purchase Price as set forth on the signature pages to this Agreement; provided, however, any Investor party to the Conversion Agreement shall be required to wire transfer only the amount by which the Purchase Price exceeds the Applied Conversion Proceeds. On the date (the "Closing Date") the Company receives from any Investor, such Investor's Purchase Price constituting in the aggregate the minimum amount required by Section 6.2(d) hereof, the certificates evidencing the Shares and Warrants purchased by such Investors shall be released to the Investors (the "Closing"). To the extent the Closing does not occur within three Business Days of the date the Company receives from any Investor such Investor's Purchase Price, the Company shall, by the next Business Day, return to such Investor such Investor's Purchase Price. The Closing of the purchase and sale of the Shares and Warrants shall thereafter continuetake place at the offices of the Company, or at such other location and on such other date as the Company and the Investors shall mutually agree. In such eventTo the extent permitted by Section 6, the Purchaser transactions contemplated by this Agreement may occur in more than one Closing, in which case the terms "Closing" 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, if the Purchaser is the remaining Member, then the Purchaser " shall, at its optionfor each Investor, either (irefer to or be based upon the Closing(s) obtain a full release of the Seller (or a partial release in the event the Seller continues to which such Investor participates. The Purchase Price shall be a Member after the Closing Date in connection with the sale of a partial Interest wire transferred to the Third Party Purchaser) from all liabilityfollowing account: Alliance Bank ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, direct or contingent▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, by all holders of all Company and/or Subsidiary debts▇▇ ▇▇▇▇▇ Routing # ▇▇▇▇▇▇▇▇▇ Beneficiary Account Name: VitalStream, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Date. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.Inc. Beneficiary Account Number: ▇▇▇▇▇▇▇▇

Closing. (a) At the closing on (i) the date of the The closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer transactions described in accordance with Section 12.2 above Sections 2.01 (the “ROFO Closing”) will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to Seller Parent and Seller, at 1000 de la ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, or at such other place as the Parties mutually agree, at 10:00 A.M. local time three (3) Business Days after the fulfillment or waiver of the conditions set forth in ARTICLE 8 and ARTICLE 9 (other than conditions which, by their nature, may only be fulfilled on the Closing Date”Date or at Closing), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 any 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 date mutually agreed upon by Purchaser and the Company Seller Parent. The effective time of Closing shall indemnify the Seller against claims and liabilities of the Company arising after the date of such conveyance. (b) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, be at its option, either (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 a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full 11:59:59 P.M. EST on the Closing Date. (b) At the Closing, the following shall occur: (i) Purchaser shall pay to (A) the Secured Creditors, on behalf of Seller, the amount of the outstanding Credit Facility Obligations as of the Closing Date as confirmed in the Payout Letter by wire transfer of immediately available funds in accordance with the payment direction set forth in the Payout Letter; and (B) to the Seller an amount equal to the Cash Purchase Price payable at Closing pursuant to Section 2.04(d) by wire transfer of immediately available funds to Seller’s account designated in writing by Seller Parent to Purchaser; and (ii) each Party shall deliver, or cause to be delivered, to the other Party the certificates and other deliverables pursuant to ARTICLE 8 and ARTICLE 9. (c) In connection with the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this AgreementClosing, if the Debt Assumption Obligation is not exercised, the Parties shall use commercially reasonable efforts to cause the amounts in the Reserve Accounts to be applied to payment of the Credit Facility Obligations and to reflect such application in the Payout Letter. The Parties shall use commercially reasonable efforts to transfer the Reserve Accounts (including all cash therein) (if the amounts in the Reserve Accounts are not applied to reduce the Credit Facility Obligations) and other Bank Accounts to the Purchaser at Closing or as soon as possible thereafter or, if it is determined at or prior to Closing that such transfer is not possible at Closing or within a reasonable period of time thereafter, shall cause the amounts in the Reserve Accounts and other Bank Accounts to be released to the Purchaser at Closing or as soon as possible thereafter. Notwithstanding the foregoing, if the Seller is unable to transfer the Reserve Accounts and other Bank Accounts (including all cash therein) or release the amounts therein to Purchaser by the date that is ninety (90) days following Closing, then Seller shall pay to Purchaser, within five (5) Business Days thereafter, an amount equal to the amounts in the Reserve Accounts and other Bank Accounts and upon such payment Purchaser shall have no further right to the Reserve Accounts and the other Bank Accounts or the cash therein and as and when such funds are released, Purchaser shall direct such funds to be entitled paid 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 DateSeller.

Closing. 4.1 The Closing shall take place on the day when all the following conditions have been fulfilled: (i) All necessary governmental approvals on the Transaction have been properly issued, including but not limited to the following: (a) At Written approval of this Agreement and the closing Transaction contemplated hereunder by the Examination and Approval Authority; (b) Written approval of the Amended Articles of Association by the Examination and Approval Authority. (ii) The Business License of the Company has been issued meeting the following requirements: (a) The legal form of Company has been changed to a wholly foreign owned enterprise (WFOE) with the Purchaser being the 100% owner of the Company; (b) The legal representative of the Company has been changed to a nominee of the Purchaser. Agreement on Transfer of Equity Shares (ic) The operation term of the Company shall be not less than thirty (30) years commencing from the date of the closing issuance of the purchase Business License. (iii) The Company's Board of Directors including the Chairman, Executive Director and Directors, the Supervisory Committee, and the General Manager which were nominated and/or appointed by the Non-Transferor Member Sellers have resigned or been removed; and the Third Party new Board of Directors and new General Manager have been appointed by the Purchaser, such appointment having been approved by the Examination and Approval Authority and registered with the SZAIC accordingly; (iv) The Company has received all consents and approvals from third parties as applicable, may be necessary or as required by the “ROFO Recipient”), relevant agreement or contracts to which the Company is a party in connection with the proposed change in the shareholding structure of the Transferor Member’s Interests which is Company so as to ensure that the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (Company maintains on the ROFO Closing Date), or Buy/Sell Seller same terms all its existing contractual and other rights after the Closing; (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment v) Authorized representatives of the Seller’s Interest (or with respect to Purchaser have taken over from the ROFO Closing Date, such portion of such Seller’s Interest which is subject to Sellers and the assignment) (which assignment shall warrant Seller’s ownership Company all the originals of the Interest being sold to be free Company's business license, other certificates, licenses, permits, legal and clear of financial documents as well as all liens the company stamps and other encumbranceschops. (vi) 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 No material change has occurred in the CompanyBusiness which would or might, subject to in the terms of this Agreement. If the Purchaser has elected to have the Seller convey the Seller’s Interest to a designee or nominee reasonable opinion of the Purchaser, materially and adversely affect the carrying out of the post-transaction Business by the Purchaser and/or the Company shall thereafter continue. In such event, after the Purchaser Closing; (vii) Any lease agreement between the Company or its shareholder on the one hand and the Company shall indemnify Landlord on the Seller against claims other hand for the Previous Premises has been properly terminated, and liabilities a written termination agreement has been entered to the satisfaction of the Purchaser; (viii) A new lease agreement for the New Premises has been entered into between the Company arising after and the date Landlord with terms and conditions satisfactory to the Purchaser, and properly registered with competent real property authority in the PRC; (ix) The following agreements have been properly terminated by the parties thereto and a written termination agreement has been entered into for each of such conveyance.the said agreements to the satisfaction of the Purchaser: (a) The Exclusive Distributorship Agreement between the Company and ProBatt GmbH, a German company, on February 21, 2005; Agreement on Transfer of Equity Shares (b) On The Partnership Contract between the Closing DateCompany and Europa, if a French company, on May 24, 2005; (c) The Sales Representative Agreement between the Company and Electronic Technology Sales, a US Company, on July 7, 2005. (x) Each of the Key Employees has entered into the Employment Contract with the Company. (xi) Able GmbH has changed its company name by removing the word "Able" without replacing it by any similar word and expression; a non-compete covenant shall have been duly executed by all the Sellers and Able GmbH in the form approved by the Purchaser, whereby they undertake to refrain from using the trade name "Able" in its business and from competing directly or indirectly with the Business; (xii) The Company has obtained all necessary approvals and permits with respect to environmental protection and safety production which are required for operation of the Business on the New Premises from the competent Chinese governmental authorities according to the national and local laws, rules and regulations; (x) A trademark transfer agreement has been executed by SAB to transfer the Trademark to the Company and an exclusive license is granted to the Company for the use of the Trademark before such transfer is legally effective. 4.2 The Sellers shall use their best endeavors to procure the fulfillment of all the Conditions specified in Article 4.1, and shall deliver to the Purchaser the originals or certified true copies of those letters, certificates, documents and other documentary evidence proving the fulfillment of the Conditions. If at any time either the Seller becomes aware of a fact or circumstance that might prevent a Condition from being satisfied, it will immediately inform the Purchaser. 4.3 The date on which all the Conditions are or are deemed to be fulfilled shall be confirmed in writing by the Purchaser to the Sellers within seven (7) days after the date on which the originals or certified true copies of all the letters, certificates and documents provided for in Article 4.2 have actually been received by the Purchaser. The Purchaser may, to such extent as it deems fit and is legally entitled to do so, at any time waive in writing any of the remaining MemberConditions set out in Article 4.1 on such terms as it may decide. 4.4 If any of the Conditions (which have not previously been waived by the Purchaser) have not been satisfied on or before the Condition Fulfillment Agreement on Transfer of Equity Shares Deadline, then the Purchaser shallmay on that date, at its optionoption (but without prejudice to any other right or remedy it may have), either by notice to the Sellers: (i) obtain a full release of waive 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 Conditions which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Sellerhave not been satisfied; or or (ii) cause all such debtspostpone the Condition Fulfilment Deadline to a date not later than June 30, obligations or claims to be paid in full on the Closing Date.2006; or (ciii) In terminate this Agreement in which event the event provisions of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing DateArticle 11 will apply.

Closing. (a) At the The closing on (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing DateClosing”), ) of the Transactions will take place shall take place as promptly as practical (but in any event no later than five (5) business days) after the date on which the last of the conditions set forth in Sections 7 and 8 is fulfilled or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (waived or on such other date as the case may be, Buyer and the Aligned Parties’ Representative shall agree (the “Closing Date”). At the election of the Buyer and the Sellers, the Closing may take place through an exchange of consideration and documents using overnight courier service, facsimile or electronic transmission. (b) At the Closing, the Buyer shall make the following deliveries: (i) the Transferor Member Buyer shall deliver to the Sellers certificates representing the Initial Shares; (on ii) the ROFO Closing Date), or Buy/Sell Seller Buyer shall cause the Company to execute and deliver to Khalil a Consulting Agreement in substantially the form of Exhibit A hereto (on the Buy/Sell Closing Date), respectively, (as the case may be, the “SellerKhalil Consulting Agreement”), ; (iii) the Buyer shall cause the Company to execute and deliver to ▇▇▇▇▇ a Consulting Agreement in substantially the form of Exhibit A hereto (the “▇▇▇▇▇ Consulting Agreement”); (iv) the Buyer shall deliver to Aligned LLC the Right of First Refusal Agreement in substantially the form of Exhibit B hereto (the “ROFR Agreement”); and (v) the Buyer shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as Aligned Parties 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 certificate described 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 DateSection 8.2. (c) In At the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this AgreementClosing, the Seller Aligned Parties shall be entitled make the following deliveries: (i) the Aligned Parties shall deliver to receive distributions of available cash for the period ending at 11:59 p.m. Buyer executed copies of the day immediately preceding Transaction Documents, the Aligned Agreements and such other documents and instruments effecting the Asset Sale in form and substance reasonably satisfactory to the Buyer; (ii) Khalil shall execute and deliver to the Buyer the Khalil Consulting Agreement and a Proprietary Information Agreement in favor of Aligned LLC; (iii) ▇▇▇▇▇▇▇▇▇▇ shall execute and deliver to the Buyer a Proprietary Information Agreement in favor of Aligned LLC; (iv) ▇▇▇▇▇ shall execute and deliver to the Buyer the ▇▇▇▇▇ Consulting Agreement and a Proprietary Information Agreement in favor of Aligned LLC; (v) Aligned LLC shall execute, shall cause its members to execute and shall deliver to the Buyer the ROFR Agreement; (vi) the Aligned Parties shall deliver to the Buyer a certificate of good standing of each of the Company, Aligned LLC and Aligned Corp., issued not more than seven (7) business days prior to the Closing Date by the Secretary of State of the State of California; (vii) the Company shall deliver to the Buyer a true and complete copy of the Articles of Incorporation of the Company, as in effect on the Closing Date. All provisions allocating profits, lossescertified by the Secretary of State of the State of California; (viii) the Company shall deliver to the Buyer a true and complete copy of the by-laws of the Company, gains, deductions and credits for tax purposes shall remain as in effect through on the Closing Date., certified by the Secretary of the Company; (ix) the Company shall deliver to the Buyer a true and complete copy of the duly adopted resolutions of the Board of Directors of the Company approving the execution, delivery and performance of this Agreement and the Transaction Documents, certified by the Secretary of the Company;

Closing. (a) At Subject to the closing on (i) terms and conditions of this Agreement, the date consummation of the closing of the purchase transactions contemplated by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above this Agreement (the “ROFO Closing DateClosing”) shall take place at the Minneapolis offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ on the third Business Day following the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at Closing, but subject to such satisfaction or waiver), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (at such other time and place as the case may be, parties mutually agree in writing. Such date is herein referred to as the “Closing Date.” (b) At the Transferor Member Closing: (on i) Buyer shall pay the ROFO Closing Date)Estimated Purchase Price, or Buy/Sell less the Escrow Amount and less the Indebtedness, by wire transfer of immediately available funds to Seller; (ii) Seller and Buyer shall each execute the Escrow Agreement and Buyer shall deliver the Escrow Amount (on which amount, as reduced from time to time through distributions and increased from time to time by dividends and earnings in accordance with the Buy/Sell Closing Date)Escrow Agreement, respectively, (is hereinafter referred to as the case may be, the “SellerEscrow Fund”), shall execute and deliver by wire transfer of immediately available funds, to the ROFO Recipient, Escrow Agent on behalf of Seller; (iii) Buyer shall pay (or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”cause to be paid), an assignment by wire transfer of immediately available funds the Seller’s Interest (or Indebtedness, if any, in accordance with pay off letters provided by Seller with respect to such Indebtedness prior to the ROFO Closing Date; (iv) Seller shall deliver to Buyer: (A) a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”) and duly executed by each Seller Entity, such portion transferring the tangible personal property included in the Purchased Assets to Buyer; (B) an assignment and assumption agreement in substantially the form attached hereto as Exhibit D (the “Assignment and Assumption Agreement”) and duly executed by each Seller Entity, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (C) an assignments in substantially the form attached hereto as Exhibit E (the “Intellectual Property Assignments”) and duly executed by the applicable Seller Entity, transferring all 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 SellerSeller Entity’s right, title and interest in the Company, subject and to the terms of this Agreement. If the Purchaser has elected Intellectual Property Assets 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.Buyer; (bD) On with respect to each Lease, an Assignment and Assumption of Lease in substantially the form attached hereto as Exhibit F (each, an “Assignment and Assumption of Lease”) and duly executed by the applicable Seller Entity; (E) Buyer’s standard form of invention assignment agreement, duly executed by each Transferred Employee; (F) a certificate, dated as of the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release of the Secretary or corollary executive officer of each Seller Entity certifying (1) that attached thereto is a complete and correct copy of the certificate of incorporation and bylaws for such Seller Entity, as amended to date, a complete and correct copy of resolutions adopted by the board of directors and the stockholders of such Seller Entity authorizing the execution, delivery and performance of this Agreement and all other Transaction Documents and the consummation of the transactions contemplated hereunder and thereunder, and that such certificate of incorporation, bylaws and resolutions have not been amended or a partial release modified in any respect and remain in full force and effect as of the event date hereof, and (2) 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 incumbency and specimen signature with respect to the period from officers of each Seller Entity executing this Agreement and after any other Transaction Documents; (G) evidence, in form and substance reasonably satisfactory to Buyer, of the release of all Encumbrances on the Purchased Assets other than Permitted Encumbrances and Encumbrances referenced in the payoff letters evidencing the aggregate amount of Indebtedness outstanding as of the Closing Date (including any interest accrued thereon and any prepayment or similar penalties and expenses associated with the payment of such Indebtedness on the Closing Date) and an agreement that, if such aggregate amount so identified is paid in accordance with such payoff letters on the Closing Date, except for such Indebtedness shall be repaid in full and that all Encumbrances shall be released; (H) evidence, in form and substance reasonably satisfactory to Buyer, that all payables of each Seller Entity to any debtsof such Seller Entity’s Affiliates, obligations directors, employees, officers or claims which stockholders and any of their respective Affiliates have been satisfied and repaid in full; (I) executed counterparts of all approvals, consents and waivers that are fully insured by listed on Section 4.03; (J) executed copies of releases, in a public liability insurer(s) form reasonably acceptable to Buyer, from each Principal Executive, releasing Seller from all liability for any deferred compensation (including salary, severance and vacation pay); (K) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that no Seller Entity is a foreign person within the Sellermeaning of Section 1445 of the Code duly executed by each Seller Entity; and (L) such other customary instruments of transfer, assumption, filings or (ii) cause all such debtsdocuments, obligations or claims in form and substance reasonably satisfactory to Buyer, as may be paid in full on the Closing Daterequired to give effect to this Agreement. (cv) In At the event Closing, Buyer shall deliver to Seller the following: (A) the Assignment and Assumption Agreement duly executed by Buyer; (B) with respect to each Lease, an Assignment and Assumption of a contemplated transfer Lease duly executed by Buyer; and (C) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to take place pursuant Seller, as may be required to Section 12.1 or Section 12.2 of give effect to 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.

Closing. (a) At The closing (the closing on (i“Closing”) the date of the closing of the purchase and sale of the Notes hereunder shall take place electronically at 8:00 a.m., San Francisco time, on the date that is one Business Day after the conditions set forth in Sections 2.02(c) and (d) have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at the Closing) or at such other place, time or date as may be mutually agreed upon in writing by the Non-Transferor Member or Company and the Third Party Purchaser, SB Initial Purchaser (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) ); provided that the Transferor Member (on Closing will not occur prior to April 8, 2021 without the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment prior written consent 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 SB Initial 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 To effect the purchase and sale of Notes, upon the terms and subject to the conditions set forth in this Agreement, at the Closing: (i) the Company shall execute and deliver, and shall instruct the Trustee to, execute and deliver, the Indenture, and the Company shall deliver a copy of the fully executed Indenture to each of the Initial Purchasers; (ii) the Company shall issue and deliver to each of the Initial Purchasers the Notes to be purchased by such Initial Purchaser, either registered in the name of such Initial Purchaser or through the facilities of The Depository Trust Company (as elected by such Initial Purchaser), against payment in full by or on behalf of such Initial Purchaser of the Purchase Price for the Notes to be purchased by such Initial Purchaser; (iii) each Initial Purchaser shall cause a wire transfer to be made in same day funds to an account of the Company designated in writing by the Company to such Initial Purchaser in an amount equal to the Purchase Price for the Notes to be purchased by such Initial Purchaser; and (iv) each Initial Purchaser shall deliver to the Company a duly completed and executed IRS Form W-8. (c) The obligations of the SB Initial Purchaser to purchase the Notes are subject to the satisfaction or waiver by the SB Initial Purchaser of the following conditions as of the Closing: (i) the purchase and sale of the Notes pursuant to Section 2.02(b) shall not be prohibited or enjoined by any Governmental Entity; (ii) the Company and the Trustee shall have executed and delivered the Indenture and delivered a copy thereof to the SB Initial Purchaser, and the Company shall have executed and delivered the Notes to be purchased by the SB Initial Purchaser to the SB Initial Purchaser; (iii) (A) the representations and warranties of the Company set forth in Sections 3.01(c) and (e) shall be true and correct in all material respects on and as of the Closing Date, if (B) the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release representations and warranties of the Seller (or a partial release Company set forth in the event the Seller continues to Section 3.01(h)(ii) shall be a Member after true and correct in all respects on and as of the Closing Date and (C) the representations and warranties of the Company set forth in connection Section 3.01 (other than the representations and warranties of the Company set forth in Sections 3.01(c), (e) and (h)(ii)) shall be true and correct on and as of the Closing Date (without giving effect to materiality, Material Adverse Effect, or similar phrases in such 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; (iv) the Company shall have performed and complied in all material respects with the sale of a partial Interest all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Third Party PurchaserClosing Date; (v) from all liabilitythe SB Initial Purchaser shall have received a certificate, direct or contingentdated the Closing Date, duly executed by all holders an executive officer of all the Company and/or Subsidiary debtson behalf of the Company, obligations or claims against certifying that the Seller conditions specified in Sections 2.02(c)(iii) and (iv) have been satisfied; (vi) for which the Seller is or may be personally liable with respect to the period from and after the date of this Agreement and through and including the Closing Date, except for there shall not have occurred any debtsevents, obligations changes or claims which are fully insured developments that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect; (vii) the SB Initial Purchaser shall have received a certificate of the Secretary of the Company, dated the Closing Date, certifying (A) that the Certificate of Incorporation of the Company, certified as of a recent date by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debtsSecretary of State of the State of Delaware and attached thereto, obligations or claims to be paid is in full force and effect and has not been amended, supplemented, revoked or repealed since the date of such certification; (B) that attached thereto is a true and correct copy of the bylaws of the Company as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of resolutions duly adopted by the Board of Directors and continuing in effect, which authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby; and (viii) the Notes shall be eligible for clearance and settlement through The Depository Trust Company. (cd) In The obligations of the event Company to sell the Notes to each Initial Purchaser are subject to the satisfaction or waiver by the Company of a contemplated transfer to take place the following conditions as of the Closing: (i) the purchase and sale of the Notes pursuant to Section 12.1 2.02(b) shall not be prohibited or enjoined by any Governmental Entity; (ii) the Trustee shall have executed and delivered the Indenture to the Company; (iii) the representations and warranties of such Initial Purchaser set forth in Section 12.2 of this Agreement, the Seller 3.02 shall be entitled to receive distributions true and correct in all material respects on and as 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 ; (iv) such Initial Purchaser shall have performed and credits for tax purposes shall remain complied in effect through 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; and (v) the Company shall have received a certificate, dated the Closing Date, duly executed by an authorized person of such Initial Purchaser, certifying that the conditions specified in Sections 2.02(d)(iii) and (iv) have been satisfied. (e) The obligations of the BB Purchasers and Chimera to purchase the Notes are subject to the following conditions as of the Closing: (i) the SB Initial Purchaser shall have concluded that all conditions to closing set forth in Section 2.02(c) have been satisfied or waived and the SB Initial Purchaser shall purchase the Notes to be purchased by the SB Initial Purchaser hereby; and (ii) the BB Purchasers and Chimera, as applicable, shall have received the certificates specified in Section 2.02(c)(v) and (vii) to the extent those certificates are provided to the SB Purchaser.

Closing. (a) At the closing on (i) the date The consummation of the closing transactions contemplated by this Agreement (the "Closing") will take place on the second Business Day following the satisfaction or waiver of the purchase conditions set forth in Article VI hereof (other than those conditions which, by their nature, can only be satisfied at Closing), at 10:00 a.m. (New York City time), at the offices of Proskauer Rose LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as shall be mutually agreed upon by the Non-Transferor Member or parties. The date on which the Third Party Purchaser, (Closing occurs is referred to herein as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO "Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 At the Closing DateClosing, if Seller shall deliver or cause to be delivered to Purchaser the Purchaser is the remaining Member, then the Purchaser shall, at its option, either following: (i) obtain a full release duly executed ▇▇▇▇ 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 a public liability insurer(s) reasonably acceptable to the SellerSale; or (ii) cause a duly executed Instrument of Assignment and Assumption; (iii) a duly executed Assignment of Intellectual Property; (iv) the Exclusive License Agreement duly executed by Seller and Children's Medical Center Corporation; (v) a duly executed Securities Purchase Agreement; (vi) a duly executed Settlement Agreement, together with duly executed originals of the Stipulations of Dismissal attached thereto as Exhibits 2 and 3; (vii) an opinion of counsel to Seller, in form and substance reasonably satisfactory to Purchaser; (viii) consents, approvals, authorizations, waivers and Permits of all such debts, obligations or claims Persons and Governmental Entities necessary for Purchaser to be paid in full operate the Business and use the Conveyed Assets substantially as heretofore operated and used; (ix) evidence of the release of all Liens on the Closing DateConveyed Assets, in form and substance reasonably satisfactory to Purchaser; and (x) such other documents as may be reasonably requested by Purchaser to vest in Purchaser good and marketable to the Conveyed Assets. (c) In At the event Closing, Purchaser shall deliver or cause to be delivered to Seller the following: (i) cash in the amount of the Purchase Price by wire transfer of immediately available funds; (ii) a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 duly executed Instrument of this Assignment and Assumption; (iii) a duly executed Exclusive License Agreement; (iv) a duly executed Securities Purchase Agreement; and (v) a duly executed Settlement Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. together with duly executed originals of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions Stipulations of Dismissal attached thereto as Exhibits 2 and credits for tax purposes shall remain in effect through the Closing Date3.

Closing. 8.1 The closing of this transaction ("Closing") shall be on the date which is December 6, 1996 ("Closing Date"), at the office of Seller's attorneys, Hopkins & Sutter, Three First Na▇▇▇▇▇▇ Pla▇▇, ▇▇ite 4300, Chic▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ office of the Title Insurer in Chicago, Illinois, at which time Seller shall deliver posses▇▇▇▇ ▇▇ ▇▇▇ Property to Purchaser. This transaction shall be closed in accordance with the provisions of the Escrow Agreement. All deed and money escrow fees (including, so-called "New York style" closing fees) shall be paid one-half by Purchaser and one-half by Seller. 8.2 The following shall be conditions precedent to Purchaser's obligation to close ("Purchaser Conditions"), including, without limitation, Purchaser's obligations under Paragraphs 2.2 and 9.1: (a) At the closing on Title Insurer shall be irrevocably committed to issue the Title Policy in the form set forth in Paragraph 3.1; (b) No material adverse change in any zoning regulations since the date of this Agreement shall have occurred prior to the Closing Date; (c) Seller shall be irrevocably committed to perform its obligations under Paragraph 9.2; (d) Seller shall have performed all of its obligations and covenants under this Agreement; and (e) all of Seller's representations and warranties in this Agreement shall be true as of the Closing. (f) Seller shall deliver an estoppel certificate from Insignia Commercial Group, Inc. ("Manager") stating that it is not entitled to any commissions relating to any lease at the Property, including any renewals, expansions or extensions (whether heretofore or hereafter exercised) of any Lease or leasing of additional space. (g) Seller shall either (i) deliver a written acknowledgment executed by Orix Credit Alliance, Inc. ("Orix") irrevocably and unconditionally waiving any claim (the date "Orix Claim") of Orix that Orix was overcharged rent in connection with the alleged overstatment of rentable square footage, usable square footage or other measurement of the closing of premises leased by Orix pursuant to the purchase December 8, 1992 lease with Orix and the premises currently leased by Orix pursuant to the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”)First Amendment to Lease Agreement dated November 1994, or (ii) deposit into escrow at Closing, pursuant to an escrow agreement satisfactory to Purchaser, an amount reasonably determined by Purchaser to be the Buy/Sell Closing Date amount in accordance dispute with Section 12.1 aboveOrix, (as pending the case may be, settlement of the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute dispute with Orix and deliver to Purchaser an indemnity in form and substance acceptable to Purchaser in its sole and absolute discretion indemnifying Purchaser against any loss incurred by Purchaser in connection with the ROFO Recipient, 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 Orix Claim. Purchaser may reasonably require, to give it good and lien free title to all of the Seller’s right, title and interest in the Companyacknowledges that, subject to the terms satisfaction of the condition precedent set forth in this AgreementParagraph 8.2(g), the estoppel letter executed by Orix dated November 20, 1996 is satisfactory to Purchaser. (h) Seller shall deliver a written acknowledgment from First Health Strategies, Inc., (successor in interest to EBP Healthplans, Inc.) in form and substance as attached as Exhibit P hereto that all improvements required to be made by Seller to its premises have been completed and that all other allowances, reimbursements or other obligations of Seller for the payment of monies to such tenant have been paid, with the exception of an outstanding tenant allowance in the amount of $34,224. If any of the Purchaser has elected to Conditions have not occurred or been satisfied within the time periods and strictly in accordance with the terms set forth herein then, Purchaser shall so notify Seller convey the Seller’s Interest to a designee or nominee of the Purchaser, the Company and Seller shall thereafter continue. In such event, the Purchaser and the Company shall indemnify the Seller against claims and liabilities of the Company arising after have 30 days from the date of such conveyance. (b) On the Closing Date, if notice to satisfy any Purchaser Conditions. If Seller fails to satisfy all the Purchaser is Conditions within such 30 day period, Purchaser shall have the remaining Memberright (without limitation of any other remedies provided herein), then to terminate this Agreement by written notice to Seller, in which event the Purchaser shallEarnest Money and all interest e▇▇▇▇▇ ▇hereon shall be returned to Purchaser, at its option, either (i) obtain a full release all other obligations of the Seller parties hereto shall thereupon cease (or a partial release in the event the Seller continues to be a Member after the Closing Date in connection with the sale exception of a partial Interest to any obligations which expressly survive 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 a 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 or Section 12.2 termination of this Agreement, the Seller ) and this Agreement shall thereafter 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 no further force and credits for tax purposes shall remain in effect through the Closing Dateeffect.

Closing. (a) At The obligation of each Buyer hereunder to purchase the closing on Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) the date The Company shall have duly executed and delivered to such Buyer (i) each of the closing of the purchase by the Non-Transferor Member or the Third Party PurchaserTransaction Documents, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at the Closing Date in accordance with Section 12.1 above, pursuant to this Agreement and (as the case may be, the “Closing Date”iii) the Transferor Member related Warrants (on allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver pursuant to the ROFO Recipient, 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. (bii) On Such Buyer shall have received the opinion of ▇▇▇▇ ▇▇▇▇▇ LLP, the Company’s counsel, dated as of the Closing Date, if in substantially the Purchaser is the remaining Member, then the Purchaser shall, at its option, either form of Exhibit F attached hereto. (iiii) obtain The Company shall have delivered to such Buyer a full release copy of the Seller Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or a partial release in the event the Seller continues to be a Member after the Closing Date in connection with the sale comparable office) of such jurisdiction, as of a partial Interest to the Third Party Purchaserdate within twenty-one (21) from all liability, direct or contingent, by all holders days of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Date. (cv) In The Company shall have delivered to such Buyer a certificate evidencing the event Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a contemplated transfer date within twenty-one (21) days of the Closing Date. (vi) The Company shall have delivered to take place pursuant such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within twenty-one (21) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 12.1 or Section 12.2 3(b) as adopted by the Company’s Board of this AgreementDirectors in a form reasonably acceptable to such Buyer, (ii) the Seller Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit G. (viii) The representations and warranties of the Company shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. true and correct in all respects as of the day immediately preceding date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. All provisions allocating profitsSuch Buyer shall have received a certificate, lossesexecuted a duly authorized officer of the Company, gainsdated as of the Closing Date, deductions and credits for tax purposes to the foregoing effect in the form attached hereto as Exhibit H. (ix) The Company shall remain in effect through have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended by the SEC or the Principal Market from trading on the Principal Market, as of the Closing Date. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Note Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (xiv) Each of the Lock-Up Agreements shall be in full force and effect, enforceable against each of the parties set forth in Exhibit C hereto in accordance with their terms, and no default under any such Lock-Up Agreement shall have occurred. (xv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Closing. (a) At Closing shall be held within five (5) days following the closing on satisfaction of all conditions to Closing as set forth in Section 8 hereof, but in no event later than October 30, 1998 (the "Closing Date"), commencing at 10:00 a.m. at the offices of Battle ▇▇▇▇▇▇ LLP, 75 East 55th Street, New York, New York, unless the Contributing Owners, the Trust and the Partnership shall have otherwise agreed in writing. (b) Closing is the event during which, among other things: (i) the date of Partnership shall deliver the closing of Contribution Consideration to the purchase by Owners for the Non-Transferor Member or the Third Party Purchaser, (as applicableInterests, the “ROFO Recipient”)Contributed Properties, of the Transferor Member’s Interests which is Contributed Management Contracts and the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or Contributed Notes; (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as Owners shall deliver to the case may bePartnership an assignment of the Interests, the “Closing Date”Contributed Properties, the Contributed Management Contracts and the Contributed Notes; (iii) the Transferor Member Owners receiving Operating Partnership Interests in the Partnership shall sign and deliver the Second Amendment to the Agreement of Limited Partnership of the Partnership as limited partners (on which will evidence the ROFO Operating Partnership Interests given by the Partnership to such Owners as part of the Contribution Consideration); (iv) the Funds shall pay the Cash Investment to the Trust, and the Trust shall issue and deliver the Cash Investment Shares to the Funds; (v) the Partnership and the Remaining Contributing Owners of the Pennsylvania Contributing Entity shall sign and deliver the Restated Partnership Agreement; (vi) the Trust shall provide to the Owners copies of resolutions of the Board of Trustees of the Trust, certified as true and correct by the Secretary of the Trust, authorizing the execution and delivery of this Agreement and each of the other agreements and interests contemplated hereby and the performance of the Trust's and Partnership's obligations as contemplated hereby and thereby; and (vii) the parties will sign and deliver such other documents and instruments as may be required pursuant to this Agreement. Closing Dateis also the event during which, among other things, each Contributing Entity shall deliver to the Partnership the deeds (either special warranty deed with limited covenants or bargain and sale deed with covenant against grantor's acts or such comparable form of deed as may be the customary means of conveyance in the jurisdiction in which the Premises (individually, a "Deed", collectively, the "Deeds") of such Contributing Entity is located), bills of sale and other documents to be delivered by each Contributing Entity hereunder, each without representation or Buy/Sell Seller warranty other than as set forth in this Agreement. (on the Buy/Sell Closing Date), respectively, (as the case may bec) At or after Closing, the “Seller”), Contributing Owners and the Contributing Entities shall execute and deliver to the ROFO RecipientPartnership and Trust, or Buy/Sell Purchaserother entity designated by the Partnership or Trust, respectively and the Partnership and Trust shall execute and deliver to the Contributing Owners, such other documents or instruments as in the reasonable opinion of the respective counsel for the Trust and the Partnership and for the Contributing Owners may be necessary to effectuate the transactions described in this Agreement and to transfer the Interests, Contributed Properties, Contributed Management Contracts and Contributed Notes, and to issue and deliver the Operating Partnership Interests and the Cash Investment Shares as contemplated by this Agreement. (d) The Partnership and the Contributing Owners acknowledge that upon the contribution of the Interests at Closing hereunder, certain of the Contributing Entities that are partnerships will terminate for federal tax purposes under ss.708(b) of the Internal Revenue Code of 1986, as amended (the case may be, the “Purchaser”"Code"), an assignment and a final partnership tax return will be filed. The Contributing Owners of the Seller’s Interest (or with respect such terminating Contributing Entities shall prepare such final partnership tax returns and deliver them to the ROFO Partnership for review and approval (which approval shall not unreasonably be withheld) prior to filing. (e) At the Closing and on the Closing Date, and in addition to any other obligation which an Owner may have in connection with the Closing, each Contributing Entity as to its Premises and each Contributing Owner as to its Contributed Property shall do or perform the following: (i) To the extent the Premises is being conveyed by a Deed in fee simple rather than by a contribution of Interests, execute and deliver to the Partnership (or to the Partnership's designee), a Deed, in recordable form dated as of the date of Closing, evidencing the succession to fee simple title to the Premises by the Partnership or other entity designated by the Partnership, subject only to the Permitted Encumbrances (as hereinafter defined). (ii) Execute and deliver to the Partnership an assignment, in recordable form and substantially in the form of Exhibit "F," whereby any ground lease or leasehold estate created by such portion ground lease is assigned by a Contributing Owner or Contributing Entity to the Partnership, or any other entity designated by the Partnership (other than through a contribution of such Seller’s Interest Interests of the Contributing Owner which is the ground lessee), subject only to the Permitted Encumbrances. Such Contributing Entity will also obtain and deliver to the Partnership any consents necessary to effectuate such assignment. (iii) Execute and deliver to the Partnership a ▇▇▇▇ of Sale and Assignment, substantially in the form of Exhibit "G,"; (which assignment shall warrant Seller’s ownership of A) transferring title to the Interest being sold Personal Property to be the Partnership or its designee, free and clear of all liens liens, claims and encumbrances, except the Permitted Encumbrances, and including a warranty of title by the relevant Owner with respect to the Premises and the Contributing Owners as to their respective Contributed Properties, but excluding all other warranties, of any nature or kind, except to the extent specifically set forth in this Agreement; (B) assigning (1) all of such Contributing Entity's and such Contributing Owner's rights and interest under the Service Agreements (as hereinafter defined), together with the original or duplicate original of each such Service Agreement to the extent in the possession of the Owner, (2) intangible property of the Owner to the extent required to be transferred to the Partnership by this Agreement, (3) warranties and guaranties relating to or inuring, directly or indirectly, to the benefit, directly or indirectly, of the Premises and (4) other assets to be transferred and assigned hereunder; and (C) assigning the Contributing Entity's interest, and as to the Contributed Properties, the Contributing Owners' interests in all existing Leases then in effect, which ▇▇▇▇ of Sale and Assignment shall contain an assumption by the Partnership of the Contributing Entity's, and as to the Contributed Properties, the Contributing Owners' obligations arising after the Closing. (iv) Deliver the originals, to the extent in the Owner's possession after exercising diligent efforts to obtain the same, of all Leases and amendments thereto directly to the Partnership, or copies thereof certified as true, correct and complete by the Owners. (v) Deliver the originals, to the extent in the Owner's possession after exercising diligent efforts to obtain the same, of all ground leases and amendments thereto under which a Contributing Entity is a lessee, or copies thereof certified as true, correct and complete by the Owners. (vi) Execute and deliver a notice (suitable for reproduction) to the tenants advising of the transfer of the Premises to the Partnership and advising the tenants to pay all future rentals to the Partnership or other entity designated by the Partnership. (vii) Pursuant to Section 6, or pursuant to other actions as may be required, deliver to the Partnership all tenant deposits, including security deposits and other encumbrancesdeposits, together with interest thereon if required by law, contract or otherwise with respect to the Premises. (viii) Cause to be furnished and delivered to the Partnership the title policy or title commitments in accordance with Section 5(a)(i). (ix) Deliver or make available to the Partnership copies of building plans and specifications, including, but not limited to, approved site plans, for the Premises, to the extent in the Owner's possession after exercising diligent efforts to obtain the same. (x) Deliver possession of the Premises to the Partnership, subject only to the rights of tenants under their respective Leases and the Permitted Encumbrances. (xi) Deliver or make available to the Partnership copies of all certificates of occupancy, licenses, permits, authorizations and approvals, to the extent that such certificates of occupancy, licenses, permits authorizations and approvals are in the Owner's possession or under its control after exercising diligent efforts to obtain the same, required by law and issued by all governmental authorities having jurisdiction over the Premises, together with copies of all certificates issued by any local board of fire underwriters (or other body exercising similar functions) if, and to the extent that, such fire underwriters' certificates are in the Contributing Entity's (or, as to the Contributing Properties, the Contributing Owners') possession or control, and the original or copies of each ▇▇▇▇ together with proof of payment thereof (if any of the same have been paid) for current real estate and personal property taxes. (xii) Deliver to the Partnership a Non-Foreign Transferor Certificate, certifying that each Contributing Owner is neither a "foreign person" within the meaning of Section 1445(f) of the Code nor a "foreign partner" within the meaning of Section 1446 of the Code. (xiii) Deliver to the Partnership the legal opinions of each of Battle ▇▇▇▇▇▇ LLP, local counsel and general counsel to Acadia Management Company, LLC, Sound View Management, LLC and RDC in form and substance reasonably satisfactory to the Trust and the Partnership. (xiv) if applicable, execute and deliver to the Partnership an Assignment, substantially in the form attached hereto as Exhibit "H," assigning its rights and obligations under any Agreement of Sale as to which the Partnership exercises an election under subsection 12(i)(vii). (xv) Execute and deliver to the Partnership such other documents or instruments as in the reasonable opinion of counsel for the Partnership may be necessary to effectuate the transactions described in this Agreement and to transfer title to the Premises as contemplated by this Agreement. (f) At the Closing and on the Closing Date, and in addition to any other obligation which an Owner may have in connection with the Closing, each Contributing Owner, as to its Contributed Management Contracts and Contributed Notes, if any, shall assign to the Partnership or its designee, pursuant to agreements of assignment and assumption in substantially the forms of Exhibit "I-1" and Exhibit "I-2," respectively, all of its rights and obligations under the Contributed Management Contracts and Contributed Notes. (g) At the Closing and on the Closing Date, the Funds shall wire transfer to the Trust or to its designees their respective allocable share of the Cash Investment. (h) At the Closing and on the Closing Date, and in addition to any other obligation which the Trust or the Partnership may have in connection with the Closing, the Partnership and the Trust shall do or perform the following: (i) Execute and deliver to the Owners a Second Amendment to the Agreement of Limited Partnership of the Partnership, substantially in the form of Exhibit "J", evidencing the issuance of the Operating Partnership Interests as a portion of the Contribution Consideration and other matters. (ii) Deliver to the Funds certificates representing their respective allocable share of the Cash Investment Shares. (iii) Deliver to those of the Owners to whom Operating Partnership Interests are to be issued, to the Funds and to the Contributing Entities as to which Interests therein are not being contributed but whose assets are being assigned to the Trust or the Partnership at Closing, the opinion of Cozen and ▇'▇▇▇▇▇▇ in form and substance reasonably satisfactory to RDC on behalf of the Owners and the Funds. (iv) Execute and deliver to the Maryland Department of Assessments and Taxation an Amendment to the Trust's Amended and Restated Declaration of Trust reflecting, among other things, a change in the name of the Trust as approved by the shareholders at the Special Meeting (as hereinafter defined) and such other instruments amendments as shall be approved by the Purchaser may reasonably require, to give it good shareholders at the Special Meeting and lien free title to all of the Seller’s right, title and interest in the Company, subject to the terms of as required by 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. (bv) On Execute and deliver to Owners an assignment and assumption agreement substantially in the Closing Date, if form of Exhibit "R" evidencing the Purchaser is assignment and assumption of the remaining Member, then the Purchaser shall, at its option, either office leases set forth on Schedule 12(a)(v). (i) obtain a full Each Owner shall use its best efforts to cause an escrow, with New York Land Title Services, Inc. (the "Escrow Agent") as escrowee, to be created at Closing for purposes of releasing the liens of Existing Mortgages (other than the Remaining Mortgages). Each Owner shall use its best efforts to cause documents reflecting the payment of indebtedness and release of liens securing Existing Mortgages other than the Seller Remaining Mortgages (or a partial release in the event the Seller continues "Loan Repayment Documents") to be a Member after the Closing Date in connection with the sale of a partial Interest delivered to the Third Party Purchaser) from all liability, direct Escrow Agent on or contingent, by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on before the Closing Date. (cj) This transaction shall be closed by means of a so-called "New York Style Closing," with the concurrent delivery of the documents of title, transfer of Interests, Contributed Management Contracts, Contributed Properties and Premises, delivery of the title policies or marked-up title commitments, the delivery of the Contribution Consideration and delivery of the Cash Investment and the Cash Investment Shares. The Contributing Owners, as to their respective Premises, and the Contributing Entities, jointly and severally as to all of the Premises, shall provide, if required by New York Land Title Services, Inc. (the "Title Company"), an undertaking (the "Gap Undertaking") to the Title Company necessary to effectuate the New York Style Closing, in form and content reasonably acceptable to those providing the Gap Undertaking. (k) The parties acknowledge that, as of the date hereof, the Owners do not have all consents necessary to consummate the transactions contemplated by this Agreement. ▇▇▇▇ ▇▇▇▇▇▇▇ ("RD") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("KB") shall diligently exercise all commercially reasonable efforts to obtain all necessary consents, waivers and approvals from third parties, including, but not limited to those third party partners identified on Schedule 4(k), constituting either (i) those parties who are not signatories hereto but whose consent is necessary to consummate the transactions contemplated hereby and to confirm the due and valid execution and delivery of this Agreement by the Contributing Entities to which such third party partners are partners or (ii) those parties who are not signatories hereto on the date hereof but who are Owners and who are contemplated to be contributing their Interests to the Partnership or its designee as aforesaid, such that either: (A) 100% of the Interests of each Contributing Entity shall be contributed to the Partnership at Closing as contemplated by the Agreement (and such that such third party partners shall become signatories to this Agreement as Contributing Owners to the extent their signature is required or shall become signatories to an Agreement and Power of Attorney (the "Third Party Partner Agreement") to the extent their signature to this Agreement is not required) or (B) fee simple title to the Contributed Property can be conveyed by deed to the Partnership or its designee or the Contributed Management Contract or Contributed Note can be assigned, to the extent such conveyance or assignment requires approval or consent by such third parties. In the event RD and KB are unable to obtain the requisite consents, waivers or approvals from any such third party and, as a consequence thereof, the Premises, the Contributed Management Contracts or the Contributed Notes cannot be conveyed, or 100% of the Interests of a Contributing Entity cannot be contributed to the Partnership as contemplated transfer hereby, and provided that this Agreement is not otherwise terminated by the Trust to take place pursuant to the extent permitted by Section 12.1 or Section 12.2 of this Agreement13(a), 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.Partner

Closing. (a) At Upon the closing on (i) terms and subject to the date conditions of this Agreement, the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above Sale (the “ROFO Closing DateClosing”)) shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. (New York time) on a date as Buyer and the Sellers may mutually agree, but in any event no later than seven (7) Business Days after the date the conditions set forth in Article VII (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the Party or Parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Buyer and the Sellers may mutually agree (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, such date being the “Closing Date”) ); provided, that if the Transferor Member (on record date for the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the Seller’s Interest (or with respect to the ROFO Closing Date, such portion of such Seller’s Interest which Spin 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 announced and the Company Closing does not occur prior to such record date, then the Closing Date shall indemnify the Seller against claims and liabilities of the Company arising occur no earlier than one (1) Business Day after the date of such conveyancethe consummation of the Spin. (b) On At least five (5) Business Days prior to the Closing Date, if the Purchaser is Sellers’ Representative shall deliver to Buyer wire transfer instructions (the remaining Member“Wire Transfer Instructions”) designating the bank account(s) to which the Purchase Price shall be paid by Buyer at the Closing. (c) At the Closing, then Buyer shall cause to be paid to the Purchaser shallSellers (or their designees), by wire transfer of immediately available funds, at its optionBuyer’s election, either (i) obtain a full release of an amount equal to the Seller (or a partial release Purchase Price, which shall be delivered into the bank account(s) as set forth 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 a public liability insurer(s) reasonably acceptable to the Seller; Wire Transfer Instructions or (ii) cause all such debtsan amount (the “Closing Date Payment”) equal to the Purchase Price less the Escrow Fund, obligations which Closing Date Payment shall be delivered into the bank account(s) as set forth in the Wire Transfer Instructions, in each case as the Purchase Price may be adjusted by Section 2.03, Section 6.03 or claims to be paid in full on the Closing DateSection 6.04. (cd) In At the event of Closing, (i) if Buyer delivers or causes to be delivered the Purchase Price in accordance with Section 2.02(c)(i), then Buyer and the Sellers’ Representative shall deliver a contemplated transfer Joint Release Notice (as defined in the Escrow Agreement) to take place the Escrow Agent (pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. terms of the day immediately preceding Escrow Agreement) instructing the Escrow Agent to deliver the Escrow Fund to Buyer and (ii) if Buyer delivers or causes to be delivered the Closing Date. All provisions allocating profitsDate Payment in accordance with Section 2.02(c)(ii), lossesthen Buyer and the Sellers’ Representative shall deliver a Joint Release Notice to the Escrow Agent (pursuant to the terms of the Escrow Agreement) instructing the Escrow Agent to deliver the Escrow Fund to the Sellers (or their designees), gainsby wire transfer of immediately available funds, deductions and credits for tax purposes shall remain to the bank accounts specified in effect through the Closing DateJoint Release Notice.

Closing. (a) The closing of the sale of the Assets to the Purchaser (the "CLOSING") is taking place contemporaneously with the execution and delivery of this Agreement simultaneously at the offices of ▇▇▇▇▇▇ Godward LLP in Boulder, Colorado and the offices of Winick & Rich P.C. in New York, New York, at 10:00 a.m. M.T. on April 8, 1998 (the "CLOSING DATE"). (b) At the closing on Closing: (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO RecipientPurchaser such bills of sale, or Buy/Sell Purchaserendorsements, respectively assignments and other documents and records as may (as in the case may be, the “Purchaser”), an assignment reasonable judgment of the Seller’s Interest (Purchaser or with respect its counsel) be necessary or appropriate to assign, convey, transfer and deliver to the ROFO Closing DatePurchaser the Assets as contemplated by this Agreement, including 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 trademark assignments as the Purchaser may shall reasonably require, to give it good and lien free title to all of request; (ii) the Seller’s right, title and interest in the Company, subject Purchaser shall pay to the terms of this Agreement. If Seller $2,000,000 in cash by wire transfer as contemplated by Section 1.2(a); (iii) the Purchaser has elected to have shall deliver the Seller convey Note as contemplated by Section 1.2(b); (iv) the Seller’s Interest to a designee or nominee parties hereto shall execute and deliver the ▇▇▇▇ of Sale and Assignment and Assumption; (v) the Purchaser, parties hereto shall execute and deliver the Company shall thereafter continue. In such event, Security Agreement and the Intellectual Property Assignment; (vi) the Purchaser and the Company Seller shall indemnify execute and deliver the Seller against claims Processing Agreement and liabilities of the Company arising after the date of such conveyance.Exclusivity and Distribution Agreement; (bvii) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this Agreement, the Seller shall deliver amendments to the contracts from each of its organic farm milk suppliers set forth on Part 2.7 of the Disclosure Schedule which state that should antibiotics be entitled used on any cow in their herds, they will remove such cow from the milk supply for a period of 90 days (each an "AMENDMENT AGREEMENT"); (viii) the Purchaser shall deliver to receive distributions the Seller the guarantees (the "GUARANTEES") of available cash Horizon Organic Dairy, Inc.; Horizon Organic Dairy, Idaho Farm, Inc.; and Horizon Organic Dairy, Maryland Farm, Inc., subsidiaries of Purchaser, substantially in the form 2. of Exhibits F1, F2 and F3, for the period ending at 11:59 p.m. purpose of securing Purchaser's obligation to Seller under the Note; and (ix) the Purchaser shall execute and deliver to the Seller such Uniform Commercial Code Financing Statements (forms UCC-1) as Seller shall reasonably request and prepare in order to memorialize Purchaser's grant to Seller 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 Datesecurity interest contemplated hereby.

Closing. The Closing of the transactions contemplated herein and the transfer of the Assets shall occur on or before November 17, 2004 at Seller’s office, 1▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, Texas, at 10:00 a.m., local time, or such other date, time, and place as Seller and Buyer may agree in writing (the “Closing”). At Closing, the following shall occur: (a) At Buyer and Seller shall execute and acknowledge the closing on (i) Assignment in substantially the date form of Exhibit “B”, in form and substance sufficient to convey title to the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer Assets in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 The assignment shall convey the Seller’s Interest to a designee or nominee an undivided 25% of the Purchaser, the Company shall thereafter continue. In such event, the Purchaser Assets to NNOG (or its designee) and the Company shall indemnify the Seller against claims and liabilities an undivided 75% of the Company arising after the date of such conveyanceassets to RNRC (or its designee). (b) On Buyer and Seller shall execute and acknowledge any such other instruments as are reasonably necessary to effectuate the Closing Datetransfer, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release sale or conveyance of the Seller (or a partial release Assets to Buyer, including without limitation, separate assignments of the Assets on officially approved forms in sufficient counterparts to satisfy applicable statutory and regulatory requirements for the event transfer of 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 a 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 DateAssets. (c) In Seller shall prepare and Seller and Buyer shall execute at Closing transfer orders or letters-in-lieu in form and substance satisfactory to Buyer for each purchaser or remitter of proceeds from the event Leases, W▇▇▇▇ and Units. (d) Upon and against delivery of the Assignment and other instruments described in this Section, Buyer shall pay to Seller the Adjusted Purchase Price by bank wire, as designated in advance by Seller under Section 2.2. (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 agency, board or commission having jurisdiction and authority to change the name of operator from Seller to Buyer, for each Seller-operated Well (whether dry, inactive, injector or producing), Lease or any other well or facility or Personal Property, as may be required or defined by said agency, board or commission, located on the premises that form a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 part of the subject matter of this Agreement. All such forms shall be executed by Buyer and/or Seller as may be required prior to or during Closing. Buyer shall be responsible for any fee as may be required by such governmental agency, board or commission and, at the parties’ option, shall either deliver its check payable to the governmental agency, board or commission to Seller at Closing or credit this fee amount to Seller in the applicable Final Settlement Statement. Seller shall be entitled mail the completed form and fee to receive distributions the proper governmental agency, board or commission after Closing. (f) Immediately after Closing, Buyer shall notify all pertinent operators, non-operators, oil or gas purchasers, governmental agencies and royalty owners that it has purchased the Assets. Buyer shall also timely notify the appropriate taxing authorities following Closing of available cash for the period ending at 11:59 p.m. Buyer’s ownership and provide copies 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 Datesuch notices to Seller.

Closing. The purchase and sale of the Shares shall be consummated in the manner described in this Section 1.3. The consummation (the “Closing”) of the purchase of the Shares shall occur on or before May 27 2004, or such earlier or later date as may be agreed to by the parties and shall be conditioned upon: (a) At the closing on satisfaction of the Closing Conditions; (ib) the date resignation of the existing directors and officers of the Company in favour of nominees of the Purchaser; (c) Before the closing of this Agreement Seller shall have resigned from any and all positions as Director and or officer of the purchase by Company and shall not hold 10% or more of the NonCompany’s securities as defined in Section 13-Transferor Member or d of the Third Party Securities Exchange Act of 1934. (d) the representations and warranties of the Sellers shall be true and correct on Closing. Upon the execution of this Stock Purchase Agreement, the Sellers and Purchaser shall enter into a mutually satisfactory escrow arrangement, in which Sellers will deposit the Shares into an escrow at the Law Offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and Purchaser will deposit funds amounting to the Purchase Price into the escrow. The Purchase Price and Shares will be released from the escrow to Sellers and Purchaser, (as applicablerespectively, upon the “ROFO Recipient”), completion of the Transferor Member’s Interests which is the subject of a the right of first offer Closing in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 Agreement1.3. If the Purchaser has elected conditions to have the Seller convey the Seller’s Interest to a designee or nominee release of the PurchaserShares and Purchase Price are not satisfied or waived by 6:00 PM on the day of the Closing, then the Company Purchase Price shall thereafter continue. In such event, the be released to Purchaser and the Company Shares to Sellers and this Agreement shall indemnify the Seller against claims and liabilities of the Company arising after the date of such conveyanceterminate. (b) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. (a) At the closing on (i) the date The sale and purchase of the Membership Interests shall take place at a closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing”) to be held at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., New York time on the second Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date”, but subject to the satisfaction or waiver of those conditions), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (at such other place or at such other time or on such other date as the case Seller and the Buyer mutually may be, agree in writing. The day on which the Closing actually takes place is referred to as the “Closing Date”) the Transferor Member (on the ROFO .” The Closing Date)shall be deemed effective for accounting and Tax purposes as of 11:59 p.m., or Buy/Sell Seller (on the Buy/Sell Closing Date)New York time, respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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. (cb) In At or prior to the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this AgreementClosing, the Seller Parties shall deliver or cause to be delivered to the Buyer: (i) an instrument of assignment duly endorsed by the Seller transferring and assigning the Membership Interests; (ii) such amendments to the operating agreement of the Company and other instruments as the Buyer may request to evidence that, immediately following the Closing, the Buyer shall be entitled (i) the sole member and manager of the Company and (ii) the sole holder of any outstanding equity interests in the Company; (iii) termination statements and instruments of release, in form and substance reasonably satisfactory to receive distributions the Buyer, releasing and discharging all Encumbrances, other than Permitted Encumbrances, against the Membership Interests or the Company or any of available cash its assets or otherwise providing for the period ending release and discharge of such items upon such terms and conditions as are reasonably acceptable to the Buyer; and (iv) a properly completed and duly executed IRS Form W-9 from the Seller; provided, that the Buyer’s sole remedy for the Seller’s failure to deliver such IRS Form W-9 shall be to withhold pursuant to this Agreement. (c) At the Closing, the Buyer and Parent shall deliver or cause to be delivered: (i) to the Seller, an amount in the aggregate equal to the Estimated Cash Purchase Price by wire transfer of immediately available funds in United States dollars to the account designated in writing by the Seller to the Buyer at 11:59 p.m. of the day immediately preceding least two Business Days prior to the Closing Date. All provisions allocating profits; (ii) the Indemnity Escrow Amount and the Adjustment Escrow Amount to account(s) with the Escrow Agent by wire transfer of immediately available funds, lossesto be managed and paid out by the Escrow Agent pursuant to the terms of the Escrow Agreement; (iii) on behalf of the Company, gainsthe amount payable to each counterparty or holder of Indebtedness identified on Schedule 2.2(b)(iii) of the Disclosure Schedules (the “Payoff Indebtedness”) in order fully to discharge such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Company and any of its Affiliates related thereto, deductions as specified in the Debt Payoff Letters and credits for tax purposes shall remain in effect through accordance with this Agreement; (iv) on behalf of the Company, the amount payable to each Person who is owed a portion of Estimated Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions and in accordance with this Agreement; (v) evidence of the issuance of the Closing DateNote; and (vi) to the extent that the Closing occurs after December 31, 2019, evidence of the issuance of the Share Consideration, issued in accordance with Section 2.7(b).

Closing. 2.1 The closing of the initial transactions contemplated by this Agreement (the "Closing") will take place at 10:00 a.m. on December 9, 1996 at the offices of Ropes & ▇▇▇▇, One International Place, Boston, Massachusetts, or at such other time and place as the parties hereto may mutually agree upon (the "Closing Date"). At the Closing, the following shall occur (and shall be deemed to occur simultaneously): (a) At Securities GP shall deliver to Buyer instruments reflecting the closing transfer to Buyer of the GP Interest as provided in Section 1.1(a); (b) The Principals shall deliver to Buyer certificates representing the AEW II Stock and the Hotel Stock accompanied by duly executed stock powers reflecting the transfer of such stock to Buyer as provided in Section 1.1(a); (c) Seller shall deliver to Buyer any contribution, assignment and other instruments relating to the Asset Contribution as Buyer and its counsel reasonably request to effect the contribution and transfer of the Assets of Seller to Buyer as provided in Sections 1.1(a) and 1.1(c); (d) Seller Inc. shall deliver to Buyer instruments reflecting the transfer to Buyer of its Investment Contracts as provided in Section 1.1(a) and 1.1(c); (e) Buyer shall deliver to Seller such instruments as Seller and its counsel reasonably request to effect the assumption by Buyer of the Assumed Liabilities as provided in Section 1.1(a) and 1.1(c); (f) Buyer shall deliver to the Selling Entities and Principals designated on Schedule 1.2(a) as receiving LP Units certificates representing the Purchase Price LP Units as provided in Section 1.2(a) and such Selling Entities and Principals shall be duly admitted to Buyer as limited partners holding, in the aggregate, the Purchase Price LP Units; (g) Buyer shall deliver to the Selling Entities and Principals, in accordance with Schedule 1.2(a), (i) the date Cash Consideration by wire transfer of the closing of the purchase immediately available funds pursuant to instructions provided by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Seller to Buyer not later than two days prior to Closing Date”), or and (ii) the Buy/Sell Closing Date Note, all as provided in accordance with Section 12.1 above1.2(a); (h) Buyer shall deliver any contribution, (assignment and other instruments as Seller and its counsel reasonably request to evidence the case may becontribution of Seller's Assets, Seller Inc.'s Investment Contracts, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may beGP Interest, the “Seller”)AEW II Stock, the Hotel Stock, the ▇▇▇▇▇▇ Stock and the ▇▇▇▇▇▇ Partnership Interests from Buyer to NCLP and the assumption of the Assumed Liabilities by NCLP, all as described in Section 1.1(b) of this Agreement; and (i) The Selling Entities and the Principals shall execute deliver to Buyer, and Buyer shall deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as Selling Entities and the case may bePrincipals, the “Purchaser”)various certificates, an assignment of the Seller’s Interest (or with respect instruments and documents referred 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 AgreementArticle VII. 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.-24- 3131867.30

Closing. (a) Subject to the fulfillment and completion of the conditions set forth in Section 6, the consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇ L.L.P., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ on a date approved by the Court, currently contemplated to be June 6, 2000. The Closing may be postponed to such other date as the Parties may mutually agree or as otherwise ordered by the Bankruptcy Court. The date on which the Closing actually occurs is hereinafter referred to as the "Closing Date." (b) At the closing on (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicableClosing, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (Buyer the following: i. ▇▇▇▇ of sale for the Acquired Assets; ii. such other instruments of conveyance and transfer as the case may be, the “Purchaser”), an assignment of the Seller’s Interest (or with respect shall be necessary to vest in Buyer good and valid title to the ROFO Closing DateAcquired Assets, 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 ; and iii. a receipt for the Purchaser may reasonably require, to give it good and lien free title to all payment 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 DatePayment. (c) In At the event Closing, Buyer shall deliver to Seller the following: i. the Closing Payment; ii. executed agreements by Seller and Buyer for the assignment and assumption by Buyer of all of Seller's rights, obligations and duties contained in those contracts described on Schedule B-1 and assumed by Buyer. Such assignment and assumption agreements shall be in the form approved by Seller; and iii. executed agreements by Seller and Buyer for the assignment and assumption by Buyer of all of Seller's rights, obligations and duties contained in any of those contracts listed on Schedule B-2 which are approved by the Court for assignment. The failure to assign any contracts on Schedule B-2 is a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 default of this Agreement, Agreement only if the Seller shall be entitled failure to receive distributions assign such contract is after Court approval 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 Datesuch assignment.

Closing. The sale and purchase of the Interests shall take place at a ------- closing (the "Closing"), at which the Purchaser shall pay or cause to be paid to Seller the Sales Price and any applicable closing charges and Seller shall deliver or cause to be delivered instruments sufficient to convey the Interests to Purchaser. The Closing shall occur at New Century Energy Corp. offices located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Suite 775, Houston, Texas 77057 at 2:00 p.m., CST on November 22, 2005, or at such other time and place to which the parties may agree (the "Closing Date"). At the Closing, the following shall occur: A. Seller shall deliver an executed and acknowledged Assignment for the Interests in substantially the same form as that attached as Exhibit B. Notwithstanding any and all other disclaimers and limitations of warranty contained herein, the specified assignment shall be provided with warranty of title by, through, and under Seller, but not otherwise, and subject to: (a) At the closing on all Title Defects assumed by Purchaser pursuant to section 9.D; and (ib) the date of Permitted Encumbrances pursuant to section 9.E. B. Purchaser shall wire to Seller the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute Sales Price and deliver any check due under section 6.C. C. Seller shall deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively Purchaser any check due under sections 6.A. and 6.B. D. Seller shall (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 applicable operating agreements and other provisions hereof) deliver to Purchaser exclusive possession of the Interests, effective as of the Effective Date. E. Immediately after the Closing, Purchaser and Seller shall notify all operators, non-operators, oil and gas purchasers, government agencies and royalty owners that Purchaser has elected purchased the Interests and execute any and all transfer orders to have reflect 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 conveyancesame. (b) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser F. Seller shall, at its option, either (i) obtain a full release of the Seller (or a partial release in the event the Seller continues to be a Member as promptly as reasonably possible after the Closing Date in connection Closing, provide Purchaser with the sale copies of a partial Interest all files (OTHER THAN DATA OR INFORMATION THAT IS PROPRIETARY OR CONFIDENTIAL OR WHICH SELLER CANNOT PROVIDE PURCHASER BECAUSE OF THIRD-PARTY RESTRICTIONS ON SELLER), to the Third Party Purchaser) from all liability, direct extent they are available to 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 in Seller's possession relating to the period from Interests. This will include all well and after the Closing Dateproperty files, except for any debtsincluding all geological well logs, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debtsengineering, obligations or claims to be paid geophysical land, accounting and other technical files in full on the Closing Dateits possession. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. (a) At Subject to the terms and conditions set forth in this Agreement, the closing on (ithe “Closing”) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), and sale of the Transferor Member’s Interests which is Purchased Assets and the subject assumption of a the right Assumed Liabilities hereunder shall take place at the offices of first offer in accordance with Section 12.2 above G▇▇▇▇▇▇ Procter llp, 5▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ on the date hereof (the “ROFO Closing Date”), or at such other time or place as Buyer and Seller may agree. (b) Contemporaneously with the execution and delivery of this Agreement, Seller Parties shall deliver or cause to be delivered to Buyer the following: (i) this Agreement, duly executed by each Seller Party; (ii) the Buy/Sell Closing Date Transition Services Agreement, duly executed by each of the Seller Entities; (iii) a b▇▇▇ of sale, assignment and assumption agreement, substantially in accordance with Section 12.1 above, the form of Exhibit C (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date)B▇▇▇ of Sale, or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “SellerAssignment and Assumption Agreement”), shall execute duly executed by each of the Seller Entities, further evidencing the conveyance to Buyer of the Purchased Assets and deliver to effectuating the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the SellerAssumed Contracts; (iv) for any of the Business’s Interest (Intellectual Property, the assignment of which is required or with respect permitted to be recorded in the ROFO Closing DateU.S. Patent and Trademark Office, such portion the U.S. Copyright Office or a similar office or authority of any foreign jurisdiction, assignments of such SellerBusiness’s Interest which is subject to Intellectual Property in recordable form in substantially the assignmentform of Exhibit D, duly executed by the relevant Seller Entity; (v) the Escrow Agreement, duly executed by each Seller Party; (which assignment shall warrant Seller’s ownership of the Interest being sold to be free and clear of all liens and other encumbrancesvi) and such other instruments as the Purchaser may of transfer reasonably require, requested by Buyer to give it good transfer to and lien free title to vest in Buyer all of the Seller’s Seller Entities’ right, title and interest in the Company, subject and to the terms Purchased Assets; (vii) copies of resolutions duly adopted by the members of each Seller Entity, authorizing and approving such Seller Entity’s respective performance of the transactions contemplated hereby and the execution and delivery 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 Agreement and the Company shall indemnify the Seller against claims Ancillary Agreements, certified as true and liabilities of the Company arising after the date of such conveyance.full force; (bviii) On all Required Consents, in form satisfactory to Buyer; (ix) a written Memorandum of Understanding (the “Memorandum of Understanding”) regarding miscellaneous matters, duly executed by each Seller Party; (x) a legal opinion of D▇▇▇▇▇ G▇▇▇▇▇▇, PLLC, counsel to Seller Entities, in form reasonably acceptable to Buyer; (xi) a non-foreign affidavit dated as of the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release sworn under penalty of perjury and in form and substance required under Section 1445 of the Code stating that no Seller Entity is a “foreign person” as defined in Section 1445 of the Code; and (xii) such other documents and instruments as are required pursuant to this Agreement or a partial release in the event the Seller continues to as may reasonably 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 requested by Buyer or contingent, by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Dateits counsel. (c) In Contemporaneously with the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 execution and delivery of this Agreement, Buyer shall deliver or cause to be delivered to Seller Entities the Seller shall be entitled to receive distributions following: (i) the cash payment described in Section 2.06(b)(i); (ii) this Agreement, duly executed by Buyer; (iii) the Escrow Agreement, duly executed by Buyer; (iv) the Transition Services Agreement, duly executed by Buyer; (v) the B▇▇▇ of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profitsSale, lossesAssignment and Assumption Agreement, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.duly executed by Buyer;

Closing. The closing (the “Closing”) of the purchase and sale of the Subject Securities hereunder shall take place at the offices of P▇▇▇ ▇▇▇▇▇▇▇▇ LLP, 43/F, Jing An K▇▇▇▇ Center Tower II, 1539 Nanjing West Road, Shanghai, on a day no later than March 2, 2015, after satisfaction or, to the extent permissible, waiver by the party or parties entitled to the benefit of the conditions set forth in Article 7 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing), or at such other time or place as Buyer, Parent and Seller may agree. Subject to the foregoing, the exact date of the Closing is subject to each party’s approval, which may be withheld or conditioned at its discretion. At the Closing: (a) At Buyer or its designated agent shall deliver to Seller for the closing on Subject Securities an amount equal to the Aggregate Purchase Price, in immediately available funds by wire transfer to an account to be designated by Seller in a notice to Buyer, which notice shall be delivered not later than three (i3) Business Days prior to the date Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of Seller in such amount) and Seller shall, within three (3) Business Days of receipt of such amount, provide written confirmation of such receipt to Buyer and remit the Deposit to a bank account designated by Buyer. Within three (3) Business Days after receipt of the closing Deposit, Buyer shall provide a written receipt of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “funds to Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 Seller shall deliver to Buyer a certified copy of the resolutions passed by its board of directors in connection with entry into this Agreement and consummation of the transactions contemplated hereby; (c) the Registrar shall, and Seller and Parent shall cause the Registrar to, register the transfer of the ADRs representing the Subject ADS represented thereby on the books maintained for such purpose in accordance with the terms of the Deposit Agreement; (d) the Depositary shall, and Seller and Parent shall cause the Depositary to, cancel such ADRs being transferred and execute new ADRs evidencing the same aggregate number of ADS as those evidenced by the ADRs cancelled by the Depositary, and cause the Registrar to countersign such new ADRs; and (e) Seller shall deliver, or cause the Depositary to deliver, to Buyer newly executed ADRs representing the Subject ADS (duly signed by the Registrar); (f) Subject to receipt from Buyer prior to the Closing Date of the instrument of transfer duly executed by Buyer, Seller shall (i) deliver to the agent appointed by the Company to maintain the Company’s register of members the instrument of transfer duly executed by Seller and Buyer; and (ii) provide Buyer with a copy of the instrument of transfer duly executed by Seller and Buyer; and (g) Within five (5) Business Days of the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain Seller shall deliver to Buyer a full release copy of the Seller (Company’s register of members, certified by a director of the Company or a partial release in the event agent appointed by the Seller continues Company to be a Member after maintain the Closing Date in connection with Company’s register of members, updated to reflect the sale consummation of a partial Interest the transfer of the Subject Ordinary Shares 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 a 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 DateBuyer. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. (a) At Subject to the satisfaction or waiver of the conditions set forth in Article IX, the closing on (ithe “Closing”) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), and sale of the Transferor Member’s Interests which is Purchased Assets and Assumed Liabilities shall take place at the subject offices of a the right of first offer in accordance with Section 12.2 above Loeb & Loeb LLP, 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on August 31, 2011 at 10:00 a.m., or at such other date, time or place as Buyer and Seller may agree (the “ROFO date and time at which the Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, is actually held being the “Closing Date”). At the Closing: (a) Buyer shall deliver the Transferor Member Closing Payment in accordance with Section 2.6(a) and Seller shall deliver an amount in cash equal to the Net Working Capital Cash Portion into a bank account of Buyer as designated by Buyer solely for the benefit of Buyer’s operation of the Core Business during the Measuring Period or such shorter period as mutually agreed upon by Parent and Seller. (on b) Seller and Buyer shall enter into an Assignment and Assumption Agreement in the ROFO Closing Date)form of Exhibit D hereto, or Buy/Sell and Seller shall deliver to Buyer such other bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (on collectively, with the Buy/Sell Closing Date), respectively, (as the case may beAssignment and Assumption Agreement, the “SellerConveyance Documents”), ) as Buyer and its counsel shall execute and deliver deem reasonably necessary or appropriate to the ROFO Recipient, 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 vest in Buyer 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 in, to and under the CompanyPurchased Assets; and all original documents that represent Purchased Assets, 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 including original Contracts 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 DatePermits. (c) In To the event extent that any of a the transactions contemplated by this Agreement gives rise to sales, use, real property transfer, stamp or recording documentary or other transfer to take place pursuant to Section 12.1 or Section 12.2 of this AgreementTax, the Seller shall be entitled duly and timely pay any such amounts to receive distributions the appropriate Taxing Authority. Seller shall duly and timely file all Tax Returns relating to such Taxes. Promptly after filing each such Tax Return, Seller shall give Buyer a copy of available cash for the period ending at 11:59 p.m. such Tax Return, together with proof of payment 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 DateTax shown thereon to be due.

Closing. 3.1. The completion of the purchase and sale of the Initial ADSs (athe “Initial Closing”) At shall occur remotely via exchange of documents and signatures on the closing fifth Business Day after the satisfaction of the conditions set forth in Sections 6.1 and 6.2 (other than the conditions set out in Sections 6.1(j), 6.1(k) and 6.2(f) and those conditions that by their nature will be satisfied at the Initial Closing, but subject to the satisfaction (or waiver as provided herein) of such conditions), or at such other time, date and location as the Company and the Investor may mutually agree in writing. The completion of the purchase and sale of the Subsequent ADSs (the “Subsequent Closing”) shall occur remotely via exchange of documents and signatures on the fifth Business Day after the satisfaction of the conditions set forth in Sections 6.1 and 6.2 (iother than those conditions that by their nature will be satisfied at the Subsequent Closing, but subject to the satisfaction (or waiver as provided herein) of such conditions) (each of the date of the closing Initial Closing and the Subsequent Closing, a “Closing Date,” and each of the purchase by Initial Closing and the Non-Transferor Member Subsequent Closing, a “Closing”). 3.2. At each Closing, the Investor shall deliver or cause to be delivered to the Company the Initial Aggregate Purchase Price or the Third Party PurchaserSubsequent Aggregate Purchase Price, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, in cash, in U.S. dollars, via wire transfer of immediately available funds pursuant to the “Closing Date”) wire instructions delivered to the Transferor Member (on Investor by the ROFO Closing Date)Company prior to such Closing. 3.3. At each Closing, the Company shall allot and issue the Private Placement Shares underlying the Initial ADSs or Buy/Sell Seller (on the Buy/Sell Closing Date)Subsequent ADSs, respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO RecipientCustodian and shall cause to be delivered the Initial ADSs or the Subsequent ADSs, or Buy/Sell Purchaser, respectively (as the case may be, to the “Purchaser”), an assignment of the Seller’s Interest Investor (or its nominee in accordance 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 Agreementits delivery instructions). 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this Agreement, the Seller The Private Placement ADSs 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 delivered via book-entry records through the Closing DateDepositary.

Closing. (a) At The Closing shall take place remotely via the closing exchange of documents and signatures by electronic mail and/or facsimile on the third (i3rd) Business Day following the date of satisfaction (or, to the closing of the purchase extent permitted, waiver by the Non-Transferor Member Parties entitled to the benefits thereof) of all the conditions set forth in Article IV (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, waiver by the Parties entitled to the benefits thereof) of such conditions) or at such other times and places as the Third Party PurchaserParties may mutually agree; provided, (as applicablehowever, that in all cases the “ROFO Recipient”), of Closing must not occur on a day that is not a Business Day. The date on which the Transferor Member’s Interests which Closing occurs is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”). All of the actions to be taken and documents to be executed and delivered at the Closing shall be deemed to be taken, executed and delivered simultaneously, and no such action, execution or delivery shall be effective until all are complete, except as specifically provided herein. The Closing shall be deemed to be effective as to each jurisdiction in which the Transferred Assets and the Transferred Equity Interests are transferred to, and the Assumed Liabilities are assumed by, Buyer or the applicable Buyer Assignee as of the Effective Time. (i) Notwithstanding anything herein to the Transferor Member (contrary, if the GIDC Conditions are not satisfied at the same time that all the conditions of Article IV have been satisfied or waived, then the India Transfer will not occur on the ROFO Closing Date, but shall instead occur as set forth in this Section 3.1(b) (or upon the waiver thereof by Buyer and Seller) (the “Deferred Transfer”), or Buy/Sell Seller . The Parties shall use reasonable best efforts to ensure that the India Transfer occurs as soon as reasonably practicable after the Closing Date (the date on which the Buy/Sell Closing Date), respectively, (as the case may beclosing of such transfer, the “India Deferred Closing Date”) in accordance with this Section 3.1(b). For the avoidance of doubt, the Closing Date shall not be delayed as a result of the India Transfer; provided, however, that the amount of the Purchase Price paid at Closing shall be reduced by an amount equal to Twenty-Five Million U.S. Dollars ($25,000,000) (the “Deferred Transfer Holdback”) until the India Deferred Closing Date; provided, further, that, the Deferred Transfer Holdback shall bear interest at the Interest Rate from the Closing Date until the date the Deferred Transfer Holdback is actually received by Seller”), and Huntsman International (India) Private Limited shall be entitled to the Deferred Transfer Holdback and all interest accrued thereon on the India Deferred Closing Date. At or prior to the closing of the India Transfer, Seller and its Affiliates, on the one hand, and Buyer and the Buyer Assignees, on the other, shall execute and deliver the Business Transfer Documents pertaining to the ROFO RecipientIndia Transfer in accordance with Section 2.1(e). Notwithstanding that the Business in India will not be transferred to Buyer on the Closing Date, or Buy/Sell Purchaserall of the provisions of this Agreement, respectively (as the case may beincluding relating to calculation of Net Working Capital, Net Indebtedness, the “Purchaser”Purchase Price adjustments and the indemnification provisions, shall apply to the Parties as though such transfer occurred at the Closing, except to the extent otherwise expressly provided in this Section 3.1(b). The Parties agree that the Transition Services Agreement to be executed on the Closing Date will include services and fees pertaining to the India operations, an assignment but notwithstanding the inclusion of such services and fees in the Seller’s Interest (or Transition Services Agreement on the Closing Date, no services shall be provided thereunder and no fees shall be paid thereunder with respect to the ROFO India operations prior to the India Deferred Closing Date, such portion but shall instead commence on the India Deferred Closing Date. Neither Seller nor any of such Seller’s Interest which is subject its Affiliates makes any representation or warranty of any kind whatsoever, whether express or implied, at Law or in equity, with respect to the assignment) (which assignment shall warrant Seller’s ownership India operations, other than as set forth in Article V of this Agreement and then only as of the Interest being sold to be free date of this Agreement, the Closing Date and clear of all liens and other encumbrances) and such other instruments as the Purchaser may reasonably requireIndia Deferred Closing Date, to give it good and lien free title to all of the Seller’s right, title and interest in the Company, subject to accordance with 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. (bii) On From and after the Closing, and until the India Deferred Closing Date, the India operations (including all Cash Equivalents generated with respect thereto from and after the Closing) will be held for Buyer’s or the applicable Buyer Assignee’s benefit and account and will be managed and operated by Seller and its Affiliates for Buyer’s (or its designated Affiliate’s) benefit and account. (iii) Except as otherwise contemplated by Section 3.1(b), during the period from (but not including) the Closing Date through (and including) the India Deferred Closing Date (the “Interim Period”): (A) the India operations will be operated in the Ordinary Course or, unless prohibited by applicable Law, otherwise in such manner as Buyer shall reasonably request, (B) notwithstanding Section 11.1(d) Seller’s pre-Closing obligations pursuant to Section 7.2 will continue in force with respect to the India operations, until India Deferred Closing Date occurs (and all references to Closing Date therein shall include the India Deferred Closing Date), and (C) no distributions or dividends (whether in cash, securities, property or other assets) shall be made by Huntsman International (India) Private Limited to its shareholders. Buyer and Seller will, and will cause their respective Affiliates to, use commercially reasonable efforts to minimize any Liability for Taxes with respect to the deferral of the India Transfer. (iv) Seller and its Affiliates will have no Liability to Buyer or any of its Affiliates arising out of the management or operation of the India operations other than for Losses arising out of breach of pre-Closing obligations, gross negligence or willful misconduct, for which Losses Seller will indemnify Buyer and its Affiliates; provided, however, that Seller and its Affiliates will have no Liability for actions taken in accordance with the request or at the direction of Buyer or its Affiliates. (v) The India Deferred Closing will be effected on the fifth (5th) Business Day after the GIDC Conditions have been satisfied (or upon the waiver thereof by Buyer and Seller), or at such other time as the Parties may agree. In the event that the India Deferred Closing Date does not occur prior to the one (1) year anniversary of the Closing Date, if Buyer shall have the Purchaser is sole discretion to either cancel the remaining Member, then India Transfer (in which case Seller shall forfeit its right to the Purchaser shall, Deferred Transfer Holdback) or extend the time period for India Transfer (at its option, either sole discretion). (ivi) obtain a full release With respect to each Employee who is primarily based within the India operations as of the Seller (or a partial release in the event the Seller continues to be a Member after the Closing Date in connection with (a “Deferred Employee”), (A) the sale India Deferred Closing Date shall be deemed to be the Closing Date for all purposes of a partial Interest to Article IX and Exhibit H of this Agreement and (B) any rights or obligations of 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 parties with respect to the period from Deferred Employees pursuant to Article IX and after Exhibit H of this Agreement that are said to be effective as of the Closing, the Closing Date or the Effective Time shall be deemed to be effective as of the India Deferred Closing Date. Seller shall update Schedule 1 of Exhibit H periodically during the Interim Period to reflect any additional Deferred Employees, except for new hires, transfers, retirements, resignations, dismissals and other employment terminations with respect to Deferred Employees that may have occurred at any debts, obligations or claims which are fully insured by a public liability insurer(stime during the Interim Period. The Parties acknowledge that certain Transferred Employees (other than the Deferred Employees) reasonably acceptable have roles and responsibilities pertaining to the Seller; India operations, and agree that such Transferred Employees may continue to have such roles and responsibilities (including with respect to Deferred Employees) during the Interim Period and Seller and Huntsman International (India) Private Limited shall facilitate such discharge of roles and responsibilities. (vii) For purposes of Section 2.1(f), Section 7.1, Section 7.2, Section 7.3, Section 7.6, Section 8.4, Section 8.5, Section 2(b) of Exhibit H, Section 3 of Exhibit H, and Section 4 of Exhibit H, to the extent applicable to India operations, all references to the Closing Date or (ii) cause all such debts, obligations or claims the Effective Time shall be deemed to be paid in full on references to the India Deferred Closing Date. (c) In To the event of a contemplated transfer extent permitted by applicable Tax Laws, Seller and Buyer agree to take place pursuant treat and report, and to Section 12.1 or Section 12.2 cause their respective Affiliates to treat and report, on their Tax Returns, the Transferred Assets and the Transferred Equity Interests that are subject to the provisions of this Agreement, the Seller shall be entitled to receive distributions Section 3.1 as assets owned by Buyer or its applicable Affiliates as of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profitsFor the avoidance of doubt, losses, gains, deductions and credits any Tax items related to the assets treated as owned by Buyer pursuant to the preceding sentence shall be treated for tax all purposes shall remain in effect through the under this Agreement as attributable to a Post-Closing DateTax Period.

Closing. The closing of the transactions contemplated by this Agreement (athe "Closing") unless otherwise agreed to by the parties, shall take place at the offices of Curious, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 9:00 a.m. on July 30, 1999 (such date of Closing is hereinafter sometimes referred to as the Closing Date). The Closing shall be subject to the satisfaction of all of the conditions to CBC's obligations set forth in Section 8 of this Agreement. At the closing on Closing: (i) CP Management shall deliver, assign and transfer (or request that HHI deliver, assign and transfer) to CBC certificate (s) representing the date Curious Share, appropriately endorsed or accompanied by a separate instrument or instruments of the closing assignment in writing, in proper form for registration of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or transfer; (ii) CP Management shall deliver, assign and transfer the Buy/Sell Closing Date Option Agreement to CBC; (iii) CBC shall deliver to each member of CP Management a warrant agreement for the purchase of 75,000 shares, a form of which is attached hereto as Exhibit B; (iv) CP Management shall deliver the resignations referred to in accordance with Section 12.1 above, 8.4 of this Agreement; (as the case may be, the “Closing Date”v) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), Each member of CP Management shall execute and deliver the employment agreements in the forms attached hereto as Exhibits C to F incorporated herein by reference as if set forth in full; (vi) $1,500,000 in cash shall be sent by CBC by wire transfer to such account or accounts in one or more banks in the United States of America as CP Management shall specify in writing delivered to CBC not less than forty eight (48) hours prior to the ROFO Recipient, 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, otherwise such portion of such Seller’s Interest which is subject to the assignmentpurchase price shall be payable by check or checks; (vii) (which assignment CBC 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 execute a promissory note in the Companyform of Exhibit G attached hereto and incorporated herein by reference as if set forth in full in the amount of $1,500,000 payable to CP Management at eight percent (8%) interest secured by the Curious Share and the Option Agreement, subject to subordination obligations with Fremont Financial Services, Inc.; (viii) CP Management, HHI and Curious shall deliver an executed Curious Agreement stating and confirming that CP Management has the right to receive 50% which equals 50 shares of the issued and outstanding common stock of Curious from HHI and consenting to assignment and transfer of the Option Agreement and the Curious Share to CBC, a form of which is attached hereto as Exhibit H; and (ix) Certified Resolutions of Curious, HHI and CBC approving 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 conveyancetransaction. (b) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. (a) At the closing on (i) the date of the The closing of the sale and purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above Securities (the “ROFO Closing”) shall take place on the date hereof, subject to the satisfaction or waiver (by the applicable party) of all the conditions set forth in Sections 6 and 7, or such other date as the parties may agree in writing (the “Closing Date”), at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇, or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (such other location as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), parties shall execute and deliver to the ROFO Recipient, 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 conveyancemutually agree. (b) On At the Closing DateClosing, if each Seller shall deliver or shall cause to be delivered to the Purchaser is copies of an Escrow Agreement in the remaining Memberform set forth as Exhibit A hereto among the Purchaser, then the Purchaser shall, at its option, either Sellers and the designated Escrow Agent (ithe “Escrow Agreement”) obtain a full release duly executed by such Seller and the Escrow Agent. Pursuant to the terms of the Escrow Agreement, each Seller (shall deliver or a partial release in the event the Seller continues cause to be a Member after the Closing Date in connection with the sale of a partial Interest delivered to the Third Party PurchaserEscrow Agent: (A) from any and all liability, direct or contingent, by all holders original certificates and instruments evidencing the Securities and (B) Deeds 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 Transfer of Shares and Deeds of Transfer of Warrants relating to the period from Securities executed by the applicable Seller and after witnessed (the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(sitems mentioned in sub-clauses (A) reasonably acceptable and (B) shall be referred to collectively as the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Date“Conveyance Documents”). (c) In At the event Closing, the Purchaser shall deliver or cause to be delivered to the Sellers copies of a contemplated transfer the Escrow Agreement duly executed by the Purchaser. Pursuant to take place pursuant to Section 12.1 or Section 12.2 the terms of this the Escrow Agreement, the Seller Purchaser shall transfer or cause to be entitled transferred its aggregate respective Purchase Price as set forth on Schedule I to receive distributions of available cash for the period ending at 11:59 p.m. Escrow Agent within four (4) Business Days from the date hereof, and pursuant to the terms of the day immediately preceding Escrow Agreement, the Closing Date. All provisions allocating profitsEscrow Agent shall release the Conveyance Documents to the Purchaser upon receipt of the Purchase Price, lossesand, gainssubject to Section 2.2(d) below, deductions and credits the Escrow Agent shall thereafter distribute to each Seller its respective share of the Purchase Price as set forth in Schedule I to the account of such Seller; provided, however, that such released Purchase Price shall not, in any event, be made with respect to Securities for tax purposes which Conveyance Documents have not been provided to the Escrow Agent. (d) Notwithstanding anything to the contrary herein, $20,000 of the Purchase Price payable to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall remain in effect through escrow and shall be released by the Closing DateEscrow Agent only upon the delivery to the Escrow Agent for the benefit of the Purchaser of stock powers executed by the Sellers with respect to all the Securities transferred pursuant to this Agreement with the signature of the respective Sellers guaranteed by an eligible guarantor institution with membership in an approved signature guarantee medallion program.

Closing. (a) At the closing on (i) the date The consummation of the closing of the purchase transactions contemplated by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above this Agreement (the “ROFO Closing”) shall occur on or before July 15, 2025 (the “Target Closing Date”), or (iiif all conditions in Section 6(b) to be satisfied prior to Closing have not yet been satisfied or waived, as soon thereafter as such conditions have been satisfied or waived, subject to the Buy/Sell provisions of Section 15. The date on which the Closing Date in accordance occurs with Section 12.1 above, (respect to an Asset is referred to herein as the case may be, the “Closing Date” for such Asset. At Closing, (i) the Parties shall each execute duplicate original counterparts of the form of Assignment and Bill of Sale attached hereto as Exhibit D (each, an “Assignment and Bill of Sale”) as necessary to transfer the Transferor Member (on the ROFO Closing Date)Assets to Buyer as contemplated in this Agreement, or Buy/Sell Seller (on the Buy/Sell Closing Date)to allow recording in all appropriate jurisdictions and offices, respectivelywith such Assignment and Bill of Sale containing a special warranty of Defensible Title by, through, and under Seller, but not otherwise, (as the case may be, the “Seller”), ii) Buyer shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”)Seller in immediately available funds and pursuant to any wiring instructions provided by Seller, an assignment of the Seller’s Interest (or with respect amount equal to the ROFO Closing DateSale Price, 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 adjusted pursuant to the terms of this Agreement. If , (iii) Seller shall deliver to Buyer evidence of non-foreign status of Seller in the Purchaser has elected form of a W9, (iv) Seller shall deliver executed releases of any and all mortgages, financing statements, fixture filings and security agreements encumbering the Assets to have the extent relating to financing arrangements of Seller convey or its Affiliates for borrowed money, (v) Seller shall transfer operatorship to the Seller’s Interest Assets to a designee or nominee of Buyer to the Purchaserextent Seller is legally and/or contractually able to do so, and (vi) the Company Parties shall thereafter continue. In each take such event, the Purchaser other actions and the Company shall indemnify the Seller against claims and liabilities of the Company arising after the date of deliver such conveyanceother documents as are contemplated by this Agreement. (b) On The obligations of each Party to proceed with any Closing as provided in this Agreement shall be subject to the satisfaction or waiver (by the Party whose obligation to proceed with Closing is conditioned upon such item) of the following conditions precedent: (i) all representations and warranties of the other Party contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties of Seller that are qualified by materiality or Material Adverse Effect, which are true and correct in all respects) as of the Execution Date and at and as of Closing in accordance with their terms as if remade as of the Closing; provided, that in the event of a breach of or inaccuracy in the representations and warranties of Seller set forth in this Agreement, the condition set forth in this Section 6(b) shall be deemed satisfied unless the effect of all breaches of or inaccuracies in Seller’s representations and warranties taken together results in a Material Adverse Effect; (ii) the other Party shall have performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by such Party at or prior to the Closing in all material respects (and in all respects, in the case of covenants and agreements qualified by materiality or substantiality); (iii) no injunction, order or award shall have been entered by any Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the transaction contemplated hereby or that grants substantial damages in connection therewith, and that remains in effect at the time of Closing; nor shall there be, as of the Closing Date, if any suit, action or other proceeding pending before any Governmental Authority (or threatened) that seeks to restrain or prohibit the Purchaser is transaction contemplated hereby or seeks substantial damages in connection therewith; and (iv) all reductions to the remaining Member, then the Purchaser Sale Price determined under Section 9 in respect of any un-obtained Consents (other than Customary Post-Closing Consents or Soft Consents) shall, at its option, either in the aggregate be less than ten percent (i10%) 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 a 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 Dateunadjusted Sale Price. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. (a) At the closing The Closing shall be held on (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaserbefore March 18, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above 2003 (the “ROFO Closing Date”), at 10:00 a.m., Mountain Daylight Time, at the offices of Seller in Denver, Colorado, or (ii) the Buy/Sell Closing Date on such other date, time and place as Seller and Buyer may otherwise agree to in accordance with Section 12.1 above, (as the case may bewriting. At Closing, the “Closing Date”) the Transferor Member (on the ROFO Closing Date)Parties shall execute and deliver, or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may because to be executed and delivered, the “Seller”), following: (a) Seller shall execute and deliver (i) an Assignment, Conveyance and ▇▇▇▇ of Sale in the form attached as Exhibit “C” (in sufficient counterparts to facilitate recording) conveying the Assets, subject to the ROFO RecipientPermitted Encumbrances; (ii) a non-foreign affidavit, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment such affidavit is referred to in Section 1445(b)(2) of the Seller’s Interest (or with respect to Code, dated as of the ROFO Closing Date, such portion of such Seller’s Interest which is subject to the assignmentand (iii) (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, be required to give it good convey the Assets to Buyer and lien free title to all of otherwise effectuate the Seller’s right, title and interest in the Company, subject to the terms of transactions contemplated by 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 Seller and Buyer shall execute and deliver a preliminary settlement statement (the Closing Date“Preliminary Settlement Statement”) prepared by Seller and confirmed by Buyer, if setting forth the Purchaser is Adjusted Purchase Price and the remaining Member, then calculation of each adjustment used to determine the Purchaser shall, Adjusted Purchase Price as provided in Section 3.3. Seller shall prepare the Preliminary Settlement Statement and furnish same to Buyer at its option, either least two (i2) obtain a full release of the Seller (or a partial release in the event the Seller continues business days prior 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 a 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 Buyer shall deliver to Seller or to Seller’s account (at such place as may be designated by Seller in a written notice delivered to Buyer not less than two (2) Business Days prior to Closing Date) the event of a contemplated Adjusted Purchase Price in immediately available funds (wire transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the certified check). (d) Seller shall be entitled deliver on forms supplied by Buyer transfer orders or letters in lieu thereof, directing the operator and/or purchaser of production to receive distributions make payment of available cash for proceeds attributable to production from the period ending at 11:59 p.m. Assets after the Effective Date to Buyer. (e) With respect to any of the day immediately preceding Assets for which Seller serves as Operator, Seller shall cooperate fully within the Closing Datelimitations of the applicable operating agreements to cause Buyer to succeed Seller as operator. (f) Seller shall deliver to Buyer the Records (originals to the extent available) provided that Seller may, at its expense, make and retain copies thereof. All provisions allocating profits, losses, gains, deductions and credits for tax purposes such Records shall remain in effect through be delivered not later than two (2) weeks after the Closing Date.

Closing. (a) At the closing on (i) the date of the The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, 1285 Avenue of the Americas, New York, New York 10019- 6064, at 10:00 a.m., New York City time, on the third Business Day to occur following the satisfaction (or waiver by the Non-Transferor Member or party entitled to the Third Party Purchaser, (as applicable, the “ROFO Recipient”), benefit thereof) of each of the Transferor Member’s Interests which is conditions set forth in Articles 3 and 4, or on such other date and at such other time and place as the subject of a the right of first offer in accordance with Section 12.2 above Company and Pangea may agree (the “ROFO "Closing Date”"), or (ii) . At the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 CompanyClosing, 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 Purchaserand conditions set forth herein, the Company shall thereafter continue. In sell Shares to the Purchasers acquiring such eventShares by delivering to such Purchasers duly executed certificates representing the Shares to be sold at such Closing, registered in the name of the Purchaser acquiring such Shares, with appropriate issue stamps, if any, affixed at the expense of the Company, free and clear of any Lien, and such Purchasers shall purchase such Shares for the Shares Purchase Price. At the Closing, subject to the terms and conditions set forth herein, the Company shall indemnify also sell the Seller against claims and liabilities Warrants to those Purchasers designated by Pangea by delivering to such Purchasers duly executed certificates representing the Warrants in the name of the Company arising after Purchaser acquiring such Warrants, free and clear of any Lien, and such Purchasers shall purchase the date of such conveyance. (b) On Warrants for the Closing Date, if Warrants Purchase Price. The Shares Purchase Price and the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to Warrants Purchase Price shall be paid in full on the Closing Date. (c) In the event of a contemplated cash by wire transfer to take place pursuant a bank account agreed to Section 12.1 or Section 12.2 of this Agreement, by 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 Company and credits for tax purposes shall remain in effect through the Closing DatePangea.

Closing. (a) At Unless this Agreement shall have been terminated and the closing on (i) transactions herein contemplated shall have been abandoned pursuant to Section 6.1, and subject to the date satisfaction or waiver of the conditions set forth in Article V, the closing of the purchase by and sale to the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), Investors of the Transferor Member’s Interests Common Stock and the Repurchase (the "Closing") shall take place at 10:00 A.M. on the later of June 10, 1997 and the second business day following the date on which is the subject last of a the right of first offer conditions to be fulfilled or waived set forth in Article V shall be fulfilled or waived in accordance with Section 12.2 above this Agreement (the “ROFO "Closing Date”"), at the offices of Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, unless another date, time or (ii) the Buy/Sell Closing Date place is agreed to in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 writing by the Company, subject to the terms of this Agreement. If the Purchaser has elected to have the Seller convey the Seller’s Interest to Investors and Selling Securityholders owning a designee or nominee majority 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 Common Stock outstanding on the date of such conveyancehereof. (b) On At the Closing DateClosing, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release the Company shall deliver to each Investor stock certificates evidencing the number of shares of Common Stock to be purchased by such Investor and specified in writing to the Company in accordance with Section 1.1 registered in such Investor's name, all of which, upon issuance, shall have been duly authorized, validly issued, fully paid and non assessable, upon payment of the Seller (or a partial release in Purchase Price by wire transfer of immediately available funds to an account specified by the event the Seller continues Company not later than three business days prior to be a Member after the Closing Date in connection with and (ii) (A) the sale Company shall deliver to each Selling Securityholder the Repurchase Price for the Repurchase Shares and the Option Consideration payable upon cancellation of a partial Interest the Surrendered Options being purchased from or surrendered by each Selling Securityholder and (B) the Selling Securityholders shall deliver to the Third Party PurchaserCompany the certificates evidencing the Repurchase Shares, duly endorsed in blank or accompanied by stock transfer powers duly executed in blank, with all necessary stock transfer tax stamps attached thereto and cancelled, if any, and the option agreements evidencing the Surrendered Options upon payment of the Repurchase Price or Option Consideration therefor, at the Company's election, either by (i) from all liability, direct or contingent, wire transfer of immediately available funds to an account specified 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 such Selling Securityholder no later than three business days prior to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations certified or claims to be paid in full on the Closing Datebank cashier's check. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. Subject to each party’s right to terminate this Agreement pursuant to Article XII, the purchase and sale referred to in Section 2.1 (athe “Closing”) At will take place at the closing offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ on the later of (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party PurchaserAugust 1, (as applicable2005, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell second Business Day after satisfaction or waiver of the conditions set forth in Articles IX and X required to be satisfied prior to the Closing Date in accordance with Section 12.1 above(other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction and waiver of such conditions), and (iii) such later date as the case parties may be, agree in writing. Such date is herein referred to as the “Closing Date”) the Transferor Member (on the ROFO .” The Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (shall be deemed effective for all purposes hereunder as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full 12:01 a.m. on the Closing Date. (ca) At the Closing: (i) Stagecoach I and Stagecoach Energy shall sell, assign, transfer, convey and deliver to Inergy Acquisition and Inergy Storage free and clear of all Liens and without any condition or restriction on transferability except for those conditions or restrictions on transferability imposed by Law, all right, title and interest in and to the Stagecoach I Assets. In connection therewith, Stagecoach I and Stagecoach Energy shall each deliver the event certificates representing all of a the Capital Stock in the Companies and shall duly execute and deliver the assignments in the forms attached as Exhibits 2.6(a)(i)-1, 2.6(a)(i)-2 and 2.6(a)(i)-3; (ii) the Companies shall assign, transfer and convey to Stagecoach I, all of the Companies’ right, title and interest in and to the Stagecoach I Excluded Assets. In connection therewith, the Companies shall duly execute and deliver the assignment in the form attached as Exhibit 2.6(a)(ii); (iii) Stagecoach II shall sell, assign, transfer, convey and deliver to Inergy Stagecoach II free and clear of all Liens other than Permitted Liens, all right, title and interest in and to the Stagecoach II Assets, and Inergy Stagecoach II shall assume all of the Assumed Liabilities. In connection therewith, Stagecoach II shall duly execute and deliver to Inergy Stagecoach II an assignment and assumption and ▇▇▇▇ of sale agreement substantially in the form attached as Exhibit 2.6(a)(iii); (iv) the Sellers shall duly execute and deliver such other bills of sale, assignments, certificates, stock powers, consents and other documents of transfer reasonably acceptable in form and substance to the Sellers and the Purchasers that are necessary or appropriate in connection with the sale, assignment, transfer, conveyance and delivery to the Purchasers of the Purchased Assets and effectuation of the transactions contemplated transfer by this Agreement; and (v) the Sellers shall duly execute and deliver all other certificates, consents and other documents expressly required hereunder, including Article IX, to take place be delivered by the Sellers at the Closing. (b) At the Closing, the Purchasers shall deliver to the Sellers, each of the following: (i) the payment of the Stagecoach I Purchase Price pursuant to Section 12.1 or Section 12.2 of this Agreement, 2.2(a); (ii) the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. payment of the day immediately preceding Stagecoach II Purchase Price to Stagecoach II and the Closing Date. All provisions allocating profitsEscrow Agent pursuant to Section 2.2(b); (iii) the assignment and assumption and ▇▇▇▇ of sale agreement to be delivered by Stagecoach II pursuant to Section 2.6(a)(iii)-A, lossesduly executed by Inergy Stagecoach II; and (iv) all other certificates, gainsconsents and other documents expressly required hereunder, deductions and credits for tax purposes shall remain in effect through including Article X, to be delivered by the Closing DatePurchasers at the Closing.

Closing. The closing (the “Closing”) of the purchase and sale of the Shares hereunder shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the Business Day that is five Business Days after the conditions set forth in Article 10 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) are satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions or at such other time or place as Buyer and Seller may agree; provided that in no event shall the Closing take place prior to May 30, 2017. At the Closing: (a) At Buyer shall deliver to Seller an amount equal to the closing on sum of (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or Purchase Price and (ii) the Buy/Sell Closing Date in accordance with Section 12.1 aboveInitial Working Capital Adjustment Amount, (as the case may be, the “Closing DateDate Purchase Price”) in immediately available funds by wire transfer to an account of Seller with a bank in New York City designated by Seller, by notice to Buyer, which notice shall be delivered not later than two Business Days prior to the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 Seller shall deliver to Buyer certificates for the Closing DateShares duly endorsed or accompanied by stock powers duly endorsed in blank, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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.required transfer stamps affixed thereto; (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled deliver to receive distributions of available cash for Buyer a counterpart to the period ending at 11:59 p.m. Trademark Co-existence Agreement duly executed by Seller; (d) Buyer shall deliver to Seller a counterpart to the Trademark Co-existence Agreement duly executed by Buyer; (e) Seller shall deliver to Buyer a counterpart to the Transition Services Agreement duly executed by Seller; (f) Buyer shall deliver to Seller a counterpart to the Transition Services Agreement duly executed by Buyer; (g) Seller shall deliver to Buyer a counterpart to the Supply and Distribution Agreement duly executed by Seller; (h) Buyer shall deliver to Seller a counterpart to the Supply and Distribution Agreement duly executed by Buyer; (i) Seller shall deliver to Buyer evidence of the day immediately preceding release by JPMorgan of (i) all Liens on the Closing Date. All provisions allocating profits, losses, gains, deductions property or assets of any Company Entity and credits for tax purposes shall remain in effect through the Closing DateShares and (ii) any guarantees by any Company Entity issued or outstanding under the Credit Agreement.

Closing. (a) At Subject to the terms and conditions set forth in this Agreement, the Purchase and Sale Agreement will provide that the purchase and sale of the Applicable Interests contemplated hereby shall take place at a closing to be held at 9:00 a.m. on the Closing Date at the offices of ▇▇▇▇▇▇ & Bird LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place or on such other date as the parties may mutually agree upon in writing. On or prior to the Closing Date, the Company and the Operating Partnership shall take, or cause to be taken, all action, and deliver, or cause to be delivered, all documents, signatures and other deliverables, required of any of them or their affiliates to consummate the transactions contemplated by the terms of this Agreement and the Purchase and Sale Agreement. (b) The Purchase and Sale Agreement will provide that, on the Closing Date, (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), Operating Partnership shall execute and deliver to Oaktree or its permitted designee a certificate or certificates evidencing its entire interest in the ROFO RecipientApplicable Interests, 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 Encumbrances, duly endorsed in blank or accompanied by ownership powers or other instruments as the Purchaser may reasonably requireof transfer duly executed in blank, 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations Oaktree or claims its permitted designee shall deliver to be paid the Operating Partnership the Purchase Price by wire transfer of immediately available funds to an account designated in full on writing by the Closing DateOperating Partnership. (c) The Purchase and Sale Agreement will provide that the purchase and sale of the Applicable Interests contemplated hereby, and the parties’ obligations set forth in Section 3(b), will be conditioned upon obtaining all governmental, administrative or other third-party consents (including any lender consents) or approvals required by or necessary in connection with the purchase and sale of the Applicable Interests (“Required Consents”). Pursuant to the authority granted to Oaktree in connection with the Option Investments Sub-Advisory Agreement, upon exercising the Option, each of Oaktree, the Company and the Adviser shall use its commercially reasonable efforts to obtain all Required Consents in connection with the purchase and sale of the Applicable Interests. The Company shall be responsible for any expenses related to obtaining such Required Consents. In connection therewith, each of the event of a contemplated transfer Company and the Operating Partnership agrees to (a) use its commercially reasonable efforts to provide all information to Oaktree and any relevant third parties that is reasonably necessary to obtain the Required Consents and (b) cooperate in good faith with Oaktree and any relevant third parties in connection with obtaining the Required Consents, including using commercially reasonable efforts to take place pursuant to Section 12.1 any actions reasonably requested by Oaktree or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Dateany relevant third parties.

Closing. (a) The closing of the sale and purchase of the Inventory and the Accounts Receivable described in Section 2.8(a) (the "First Closing") shall take place at 10:00 a.m., Central Standard Time, on January 15, 1997 (the "Closing Date"), but effective at 12:01 a.m. on January 1, 1997 (the "Effective Date") or at such other time, on such other date and at such place as may be mutually agreed upon by the parties hereto. The closing of the subscriptions and contributions of the Contributed Assets described in Section 2.8(b) (the "Second Closing") shall take place simultaneously, at the same location on the Closing Date immediately after the First Closing. The First Closing and the Second Closing shall hereinafter be collectively referred to as the "Closing." (b) At the closing on First Closing, Seller shall deliver to AISI a ▇▇▇▇ of sale and assignment conveying the Inventory and Accounts Receivable to AISI and AISI shall make a cash payment to Seller in the amount of $7,500,000.00 and shall issue and deliver the AISI Note to Seller. (c) At the Second Closing, (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), AISI shall execute and deliver to Company a general ▇▇▇▇ of sale and assignment conveying the ROFO RecipientAccounts Receivable and Inventory to Company and, or Buy/Sell Purchaserif applicable, respectively will contribute cash as provided in the second sentence of Section 2.2, and Company shall issue AISI the AISI Stock and shall execute and deliver to AISI an assumption agreement covering the AISI Note; and (as ii) Seller shall deliver to Company a general ▇▇▇▇ of sale and assignment conveying the case may be, Contributed Assets (except the “Purchaser”Accounts Receivable and Inventory), an assignment of the Seller and Seller’s Interest (or with respect 's Shareholder shall deliver all agreements, certificates, instruments and other documents and items required by Section 7.1 below which have not already been delivered by Seller and/or Seller's Shareholder to Purchaser prior to the ROFO Closing Date, such portion of such Seller’s Interest which is subject and Company shall pay Seller the Cash and shall issue and deliver 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 Seller the Seller convey the Seller’s Interest to a designee or nominee of the PurchaserStock, the Company shall thereafter continue. In such eventNote, the Purchaser Collateral Agreements and an assumption agreement covering the Assumed Liabilities, and Company shall indemnify the deliver all agreements, certificates, instruments and other documents and items required by Section 7.2 below which have not already been delivered by Company to Seller against claims prior to Closing. The bills of sale and liabilities assignment and assumption agreements called for under this Section 2.9 shall all be dated as of the Company arising after the date of such conveyanceEffective Date and shall be in form and substance reasonably satisfactory to each party thereto. (bd) On All agreements, documents and instruments executed and delivered at the Closing shall be dated and for all purposes the transaction shall be deemed to be consummated as of the Effective Date. During the period between the Effective Date and the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release Seller shall retain possession of the Contributed Assets and shall operate the Election Business for the benefit of Company. Promptly following Closing, Seller (or a partial release in shall account to Company for all receipts and disbursements of 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 Election Business during the period from between the Effective Date and after the Closing Date. From and after Closing, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause parties shall cooperate in the timely settlement and respective payment of all such debts, obligations or claims to be paid in full on accounts and transactions occurring between the Effective Date and the Closing Date. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. The closing of the purchase and sale of the Stock, and the payment by Buyer of the Purchase Price (the “Closing”) shall take place on or before February __, 2008, at the offices of Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, electronically, or as counsel for the parties otherwise may agree (the “Closing Date”), subject to the satisfaction of the following Closing Conditions (hereinafter defined) having been satisfied or waived: a) At Buyer shall deliver to Seller a copy of this Agreement executed by Buyer (this delivery, together with the closing on other deliveries required from Buyer by the provisions of this paragraph (the “Buyer Deliverables”); b) Seller shall deliver a fully executed copy of this Agreement to Buyer (executed by the Seller and the Company) (this delivery, together with the other deliveries required from Seller by the provisions of this paragraph (the “Seller Deliverables”); c) The Purchase Price (defined in Section 3(a) herein) shall be delivered to Seller; d) Seller shall cause the board of directors of the Company to execute a resolution, approving the terms of this Agreement and providing that, effective as of the Closing Date, or such later date as agreed to between the Company and its current officers, (i) the Company’s officers shall resign and be duly replaced by the Buyer’s Chief Executive Officer designee, who is Liu ▇▇▇▇ ▇▇▇▇▇; (ii) the Company’s director shall execute and deliver the Company and Buyer a letter of resignation effective upon the expiration of the 10-day period beginning on the date of the closing filing of the purchase Information Statement (as defined below) and (iii) the Company will cause the Buyer’s director designee to be duly appointed, which appointment will become effective at the time the resignation of the Company’s current director becomes effective, who is Chak ▇▇▇ ▇▇▇▇▇; e) Seller will use his reasonable best efforts to ensure that Company’s current director will remain a director of the Company until the expiration of the 10-day period beginning on the date of the filing of the Information Statement relating to a change in majority of directors of the Company with the Commission pursuant to Rule 14f-1 promulgated under the Exchange Act (“Information Statement”), and the Buyer agrees to file with the Securities and Exchange Commission promptly after the Closing Date a report on Form 14f disclosing the change in control of the Company; and f) The Company shall at the Closing deliver to the Buyer a certificate signed by the Non-Transferor Member or Company’s Chief Executive Officer to the Third Party Purchasereffect that, as of the Closing Date, (as applicablea), the Company has performed all obligations required to be performed hereunder at or before the Closing (b) all representations and warranties of the Company herein are true and correct as of the Closing Date and (c) as of the Closing date the Company does not have any liabilities or debt of any kind. g) The Seller shall at the Closing deliver to the Buyer a certificate signed by the Seller to the effect that, as of the Closing Date, (a), the Seller has performed all obligations required to be performed hereunder at or before the Closing (b) all representations and warranties of the Seller herein are true and correct as of the Closing Date and (c) as of the Closing date the Company does not have any liabilities or debt of any kind. h) The Company at the closing shall deliver to the Buyer a Secretary’s Certificate in a form reasonably satisfactory to the Buyer. i) The Company shall at the Closing deliver a legal opinion of the Company’s Counsel in the form of Exhibit A attached hereto. j) Seller shall deliver to Buyer: (i) to the extent reasonably available to Seller, and after the full performance of Section 3(a), true and correct copies of the Company’s business, financial and corporate records including but not limited to: correspondence files, bank statements, checkbooks, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts; and, (ii) upon delivery by Buyer of the Buyer deliverables, and delivery to Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (“ROFO RecipientEscrow Agent”), who is serving as escrow agent pursuant to the Escrow Agreement between the Seller and Buyer, and the Escrow Agent dated February ___, 2009 (the “Escrow Agreement”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”)Purchase Price, Seller shall deliver or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver cause to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the Seller’s Interest be delivered (or with respect cause the transfer agent to issue) stock certificate(s) evidencing the ROFO Closing DateStock, 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 liens, charges, or encumbrances of whatsoever nature along with executed stock powers signed in blank medallion signature guaranteed, which stock certificates 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 medallion signature guaranteed stock powers shall be delivered 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 PurchaserBuyer .. . k) For purposes hereof, the Company term “Closing Conditions” 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.mean:

Closing. The closing of the repurchase of the Seller Shares under this Agreement (athe “Closing”) shall take place simultaneously with the signing of this Agreement at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇. At the closing on Closing, (i) the date Company shall (a) pay to Sellers, an amount equal to U.S. $50.00 per share for the Seller Shares, or TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000.00) in the aggregate for all of the closing Seller Shares, by Federal Funds wire transfer to the account(s) specified in writing by Sellers and (b) to the extent any Seller delivers to the Company certificate(s) representing a number of Common Shares in excess of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), Sellers’ allocated portion of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above Seller Shares (the excess shares being hereinafter referred to as “ROFO Closing DateRetained Shares”)) duly issued new certificate(s) representing any Retained Shares in such denominations as the Seller may request, which certificate(s) shall not contain any legend regarding securities laws or a shareholders’ agreement (and the Retained Shares represented thereby shall not be subject to any corresponding stop transfer order) and (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), Sellers shall execute and deliver to the ROFO Recipient, 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 assignmentCompany certificate(s) (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 representing the Seller convey Shares being purchased hereunder duly endorsed for transfer or accompanied by an appropriate share transfer instrument duly executed in blank. Notwithstanding the Seller’s Interest to a designee or nominee of the Purchaserforegoing sentence, 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release of the Seller (or a partial release in the event that 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 a 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 Sellers have not received immediately available funds pursuant to Section 12.1 or Section 12.2 of such Federal Funds wire transfer by 4:00 p.m. New York Time on August 9, 2010, the Sellers shall have the right to rescind the transactions contemplated by this Agreement and terminate 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.

Closing. (a) The closing of the sale of the Market Maker Assets to Buyer (the "Closing") shall take place at the offices of ▇▇▇▇▇▇ Godward LLP in San Francisco, California on the date hereof (the "Closing Date"). (b) At the closing on Closing (except for the Closing Shares described in clause (ii) below, which shall be delivered one day after the Closing Date, and except for the items described in clauses (i) the date and (iii) below, which shall be delivered immediately upon delivery to Seller of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, Closing Shares): (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (iii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to Buyer such endorsements, assignments and other documents and records as may (in the ROFO Recipientreasonable judgment of Buyer or its counsel) be necessary or appropriate to sell, or Buy/Sell Purchasertransfer, respectively (as the case may beconvey, the “Purchaser”)assign and deliver to Buyer good, an assignment of the Seller’s Interest valid and marketable title (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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 leased or licensed assets, all leasehold and licensed rights held by Seller) to the Third Party Purchaser) from all liability, direct or contingent, by all holders Market Maker Assets free of all Company and/or Subsidiary debts, obligations or claims against any Encumbrances (other than the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or Assumed Liabilities); (ii) Buyer shall issue and deliver the Closing Shares to ConnectInc; (iii) Seller shall execute and deliver to Buyer the ▇▇▇▇ of Sale in the form attached hereto as Exhibit F (the "▇▇▇▇ of Sale"); (iv) Buyer shall execute and deliver to Seller the Assumption Agreement; (v) Buyer and Seller shall execute and deliver to one another a voting agreement in the form attached hereto as Exhibit E (the "Voting Agreement"); (vi) Seller shall deliver or cause all such debts, obligations or claims to be paid in full on the Closing Date. (c) In the event of a contemplated transfer delivered to take place pursuant Buyer, and Buyer shall deliver to Section 12.1 or Section 12.2 of this AgreementSeller, the Seller Noncompetition Agreement and the CEO Noncompetition Agreement; (vii) Seller shall be entitled deliver evidence to receive distributions of available cash for the period ending at 11:59 p.m. Buyer that ConnectInc has received assets from CCI representing a portion of the day immediately preceding Market Maker Assets; and (viii) Buyer and Seller shall deliver to the Closing Date. All provisions allocating profitsother party the opinions and other documents not referenced above, losses, gains, deductions which are required to be delivered pursuant to Sections 5 and credits for tax purposes shall remain in effect through the Closing Date6 hereof.

Closing. (a) At the closing on (i) the date of the The closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer transactions set forth in accordance with Section 12.2 above 2.1 (the “ROFO Closing”) shall take place remotely via the exchange of documents and signatures on September 16, 2019 or such other date as the parties hereto may mutually agree in writing (the “Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (so long as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver conditions to the ROFO RecipientClosing set forth in Article V below (other than those conditions that by their nature are to be satisfied at the Closing, 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 but subject to the assignmentsatisfaction or waiver of those conditions) (which assignment shall warrant Seller’s ownership are satisfied or duly waived as 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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. (cb) In At the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this AgreementClosing, the Seller Purchaser shall be entitled (i) pay the Net Purchase Price in U.S. dollars by wire transfer of immediately available funds to receive distributions of available cash for a bank account designated in writing by the period ending Company at 11:59 p.m. of the day immediately preceding least three (3) Business Days prior to the Closing Date. All provisions allocating profits, losses(ii) deliver to the Company the Director Indemnification Agreement, gainsduly executed by the PAG Director, deductions and credits for tax purposes (iii) deliver to the Company the Registration Rights Agreement and Restrictions on Sale Agreement, in each case duly executed by the Purchaser. (c) At the Closing, the Company shall remain in effect through deliver to the Purchaser: (i) the Notes, duly executed by the Company, with an aggregate principal value of US$300,000,000 dated as of the Closing Date.Date and registered in the name of the Purchaser; (ii) a certified copy of the resolutions of the Board approving the entry into and execution of the Transaction Documents and the consummation of all transactions contemplated therein, the issuance of the Notes, and the appointment of the PAG Director; (iii) a certified copy of the register of directors of the Company reflecting the appointment of the PAG Director to the Board; (iv) a certificate of good standing in respect of the Company issued by the Registrar of Companies in the Cayman Islands, dated a recent date before the Closing; (v) the Director Indemnification Agreement, duly executed by the Company; (vi) the Registration Rights Agreement, duly executed by the Company; (vii) the Restrictions on Sale Agreement, duly executed by the Key Persons; and (viii) an opinion of M▇▇▇▇▇ and C▇▇▇▇▇ (Hong Kong) LLP, Cayman Islands counsel to the Company, dated as of the Closing Date and substantially in the form attached hereto as Exhibit D.

Closing. (a) At the closing on (i) the date of the Section 8.1 The closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), and sale of the Transferor Member’s Interests which is Firm Shares shall take place at the subject Closing Time at the offices of a Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇. Section 8.2 The closing of the right purchase and sale of first offer in accordance with Section 12.2 above any Option Shares shall be completed at the Closing Time on such date (the “ROFO Option Closing Date”), or (ii) which may be the Buy/Sell same as the Closing Date but shall in accordance with Section 12.1 aboveno event be earlier than the Closing Date, nor less than three nor more than five business days after the giving of the notice hereinafter referred to (provided that if the Option Closing Date is the same as the case may be, the “Closing Date”) , such notice may be given not less than two business days prior to the Transferor Member (on the ROFO Option Closing Date), or Buy/Sell Seller (as shall be specified in a written notice from the Lead Underwriters, on behalf of the Underwriters, to the Corporation of the Underwriters’ determination to purchase that number of Option Shares specified in such notice. The closing of the purchase and sale of any Option Shares shall be completed at the offices of Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇. If the Over-Allotment Option is exercised, all of the provisions of this Agreement relating to the purchase by the Underwriters of the Firm Shares shall apply mutatis mutandis in relation to the purchase by the Underwriters of any Option Shares at the Closing Time on the Buy/Sell Option Closing Date), respectively, (as . Section 8.3 At the case may beClosing Time, the Corporation shall deliver to CDS Clearing and Depository Services Inc. (“SellerCDS”), shall execute and deliver to on behalf of the ROFO RecipientUnderwriters, in electronic or Buy/Sell Purchasercertificated form, respectively (the Firm Shares registered in name or names as the case Lead Underwriters may benotify the Corporation not less than two business days before the Closing Date. The Lead Underwriters, the “Purchaser”), an assignment on behalf of the Seller’s Interest (or with respect Underwriters, shall furnish 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 CDS not less than two business days before the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release breakdown of the Seller (or a partial release number of Firm Shares to be allocated in the event book-based system of CDS to the Seller continues Underwriters and other brokers or dealers which are participants of CDS and act on behalf of beneficial owners, together with the financial institution numbers of each person to whom Firm Shares are to be a Member after allocated in the Closing Date book-based system. The delivery of the Firm Shares in connection with electronic or certificated form to CDS shall be made against payment by the sale of a partial Interest Underwriters to the Third Party Purchaser) from all liabilityCorporation of the aggregate purchase price, direct or contingentnet of the Underwriting Fee, for the Firm Shares by all holders wire transfer in immediately available funds as set forth in Section 8.4. Section 8.4 Payment of all Company and/or Subsidiary debtsthe amount of the aggregate purchase price for the Purchased Shares, obligations or claims against net of the Seller for which the Seller is or may Underwriting Fee, shall be personally liable with respect effected by wire transfer in immediately available Canadian dollars payable to the period from and after Corporation or as the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(sCorporation may otherwise direct the Underwriters in writing not later than 10:00 a.m. (Toronto time) 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 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the business 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.

Closing. 17.1 The closing of the purchase and sale of the Firm Shares will be completed at the Closing Time at the offices of Goodmans LLP, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, or at any other place determined in writing by the Issuer and the Underwriters. At the Closing Time, the Issuer will duly and validly deliver to the Lead Underwriters on behalf of the Underwriters: (a) At one or more global certificates representing the closing on Firm Shares registered in the name of “CDS & Co.”, “Cede & Co.” or such other name as the Underwriters may notify to the Issuer in writing not less than 48 hours prior to the Closing Time, against payment to the Issuer, or as the Issuer may direct to the Underwriters in writing not less than 48 hours prior to the Closing Time, of the purchase price. The certificate in global form representing the Firm Shares shall be delivered by the Lead Underwriters to the CDS Clearing and Depository Services Inc. (“CDS”) or the Depository Trust Company (“DTC”), together with a direction to CDS or DTC with respect to the crediting of Firm Shares to the accounts of the participants of CDS or DTC; (b) the requisite legal opinions and certificates as contemplated above; and (c) all further documentation as may be contemplated in this Agreement or as counsel to the Underwriters may reasonably require; against payment by the Underwriters to or to the direction of the Issuer, by wire transfer or bank transfer in immediately available funds, of the purchase price for the Firm Shares being issued and sold by the Issuer under this Agreement less (i) the date of underwriting fee respecting the Firm Shares as described in Section 16.1, and (ii) any reimbursable expenses payable by the Issuer to the Underwriters for which written request has been provided by the Underwriters to the Issuer pursuant to Section 16.2. 17.2 The closing of the purchase by and sale of any Option Shares shall be completed at the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above Closing Time on such date (the “ROFO Option Closing Date”), or (ii) which may be the Buy/Sell same as the Closing Date but shall in accordance with Section 12.1 aboveno event be earlier than the Closing Date, nor less than three nor more than five business days after the giving of the notice hereinafter referred to (provided that if the Option Closing Date is the same as the case may be, the “Closing Date”) , such notice may be given not less than two business days prior to the Transferor Member (on the ROFO Option Closing Date), or Buy/Sell Seller (as shall be specified in a written notice from the Lead Underwriters, on behalf of the Buy/Sell Closing Date)Underwriters, respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment Issuer of the Seller’s Interest (or with respect Underwriters’ determination to the ROFO Closing Date, purchase that number of Option Shares specified in such portion of such Seller’s Interest which is subject to the assignment) (which assignment shall warrant Seller’s ownership notice. The closing of the Interest being sold to purchase and sale of any Option Shares shall be free and clear completed at the offices of all liens and other encumbrances) and Goodmans LLP in Toronto, Ontario or at such other instruments time and place as may be agreed upon in writing by the Purchaser may reasonably requireIssuer and the Underwriters. If the Over-Allotment Option is exercised, to give it good and lien free title to all of the Seller’s right, title and interest in the Company, subject provisions of this Agreement relating to the terms of this Agreement. If purchase by the Purchaser has elected to have the Seller convey the Seller’s Interest to a designee or nominee Underwriters of the PurchaserFirm Shares shall apply, mutatis mutandis, in relation to the Company shall thereafter continue. In such event, purchase by the Purchaser and the Company shall indemnify the Seller against claims and liabilities Underwriters of the Company arising after the date of such conveyance. (b) On any Option Shares at the Closing Date, if Time on the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release of the Seller (or a partial release in the event the Seller continues to be a Member after the Option 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 debtsthe provisions set out in Sections 13.1(a), obligations or claims which are fully insured by a public liability insurer(s13.1(b), 13.1(c) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Dateand 13.1(f)). (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. (a) At the closing on (i) the date of the The closing of the sale and purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above Securities (the “ROFO Closing”) shall take place on the date hereof, subject to the satisfaction or waiver (by the applicable party) of all the conditions set forth in Sections 6 and 7, or such other date as the parties may agree in writing (the “Closing Date”), at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇, or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (such other location as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), parties shall execute and deliver to the ROFO Recipient, 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 conveyancemutually agree. (b) On At the Closing DateClosing, if each Seller shall deliver or shall cause to be delivered to the Purchaser is copies of an Escrow Agreement in the remaining Memberform set forth as Exhibit A hereto among the Purchaser, then the Purchaser shall, at its option, either Sellers and the designated Escrow Agent (ithe “Escrow Agreement”) obtain a full release duly executed by such Seller and the Escrow Agent. Pursuant to the terms of the Escrow Agreement, each Seller (shall deliver or a partial release in the event the Seller continues cause to be a Member after the Closing Date in connection with the sale of a partial Interest delivered to the Third Party PurchaserEscrow Agent: (A) from any and all liability, direct or contingent, by all holders original certificates and instruments evidencing the Securities and (B) Deeds 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 Transfer of Shares and Deeds of Transfer of Warrants relating to the period from Securities duly executed by the applicable Seller and after witnessed (the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(sitems mentioned in sub-clauses (A) reasonably acceptable and (B) shall be referred to collectively as the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Date“Conveyance Documents”). (c) In At the event Closing, the Purchaser shall deliver or cause to be delivered to the Sellers copies of a contemplated the Escrow Agreement duly executed by the Purchaser. Pursuant to the terms of the Escrow Agreement and subject to Section 2.2(d)(i) below, the Purchaser shall transfer or cause to take place be transferred its aggregate respective Purchase Price as set forth on Schedule I to the Escrow Agent within 4 Business Days from the date hereof, and pursuant to Section 12.1 or Section 12.2 the terms of this the Escrow Agreement, the Escrow Agent shall release the Conveyance Documents to the Purchaser upon receipt of the Purchase Price, and, subject to Section 2.2(d)(ii) below, the Escrow Agent shall thereafter distribute to each Seller its respective share of the Purchase Price as set forth in Schedule I to the account of such Seller; provided, however, that such released Purchase Price shall not, in any event, be made with respect to Securities for which Conveyance Documents have not been provided to the Escrow Agent. Purchaser recognizes that the Sellers are not in possession of a stock certificate representing 81,897 shares and Purchaser waives presentation of same, provided however that Sellers execute and furnish a Share Transfer Deed regarding same. (d) Notwithstanding anything to the contrary herein, (i) the Purchase Price payable to ▇▇▇ ▇▇▇▇▇▇ shall be entitled reduced by $2,000 to receive distributions cover half the cost of available cash for the period ending at 11:59 p.m. a legal opinion (ii) $61,423 of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes Purchase Price payable to ▇▇▇ ▇▇▇▇▇▇ shall remain in effect through escrow and shall be released by the Closing DateEscrow Agent only upon the delivery to the Escrow Agent for the benefit of the Purchaser of stock powers executed by the Sellers with respect to all the Securities transferred pursuant to this Agreement with the signature of the respective Sellers guaranteed by an eligible guarantor institution with membership in an approved signature guarantee medallion program. . In order to allay doubt it is clarified and agreed that the furnishing of a stock certificate in respect of the aforesaid 81,897 shares is not a pre-condition to the release from escrow into the hands of the Sellers of the $61,423.00.

Closing. The closing of the transactions contemplated hereby (athe "Closing") At shall take place on or before 2:00 p.m., Chicago time, on the closing Closing Date at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois), or at such Participation Agreement (TRLI 2001-1A) 5 other place or time as the parties hereto shall agree. Upon receipt by the Indenture Trustee on the Closing Date of the full amount of the Owner Participant's Commitment and the Loan Participant's Commitment in respect of the Units delivered on the Closing Date, TILC shall pursuant to the Transfer and Assignment Agreement deliver the Units described on Schedule 1 hereto to the Lessee by delivery of the ▇▇▇▇ ▇▇▇▇ of Sale and shall make an assignment of the Existing Equipment Subleases to the Lessee by delivery of the TILC Assignment, and immediately thereafter, (i) the date Indenture Trustee, on behalf of the closing Owner Trustee, shall, subject to the conditions set forth in Sections 4.1, 4.2 and 4.3 having been fulfilled to the satisfaction of the purchase Participants or waived by the Non-Transferor Member or Participants, pay to the Third Party PurchaserLessee from the funds then held by it, (as applicablein immediately available funds, an amount equal to the “ROFO Recipient”), of Total Equipment Cost for the Transferor Member’s Interests which is Units delivered on the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Lessee shall pay to TILC pursuant to the Transfer and Assignment Agreement an amount equal to the Total Equipment Cost for the Units delivered on the Closing Date in accordance with Section 12.1 aboveDate, (as the case may be, the “Closing Date”iii) the Transferor Member (Lessee shall deliver the Units described on Schedule 1 hereto by delivery of the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively▇▇▇▇ of Sale, (iv) the Owner Trustee shall, pursuant to the Lease, lease and deliver the Units listed on Schedule 1 hereto to the Lessee, and the Lessee, pursuant to the Lease, shall accept delivery of the Units described on Schedule 1 hereto under the Lease, such lease, delivery and acceptance of such Units under the Lease shall be conclusively evidenced by the execution and delivery by the Lessee and the Owner Trustee of the Lease Supplement covering the Equipment so delivered as described in Schedule 1 and (v) the case may be, the “Seller”), Owner Trustee shall execute and deliver the Equipment Note relating to such Lease Supplement to the ROFO RecipientLoan Participant. Concurrently with the transactions described immediately above, or Buy/Sell Purchaser, respectively (as TILC shall pursuant to the case may be, Pledged Equipment Transfer and Assignment Agreement sell the “Purchaser”), Pledged Units described on Schedule 1-A hereto to the Lessee by delivery of the Pledged Equipment ▇▇▇▇ of Sale and shall make an assignment of the Seller’s Interest (or with respect Existing Pledged Equipment Leases 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 Lessee by delivery of the Interest being sold TILC Pledged Equipment Assignment. Each of the Lessee, the Owner Participant, the Owner Trustee, TILC, the Loan Participant and the Indenture Trustee hereby agrees to take all actions required to be free and clear of all liens and other encumbrances) and such other instruments as the Purchaser may reasonably require, to give taken by 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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, Closing as contemplated by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Datethis Section 2.3(b). (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. (a) At the closing on (i) the date The sale and purchase of the Shares contemplated by this Agreement shall take place at a closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing DateClosing”) to be held in the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. Eastern Time on the second business day following the satisfaction or waiver of all conditions set forth in Sections 5.1 and 5.2, or at such other place (including via facsimile), time or date to which the parties may mutually agree (ii) the Buy/Sell day on which the Closing Date in accordance with Section 12.1 above, (as the case may be, takes place being the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 If all conditions to Closing have been satisfied or waived, but the New Certificates representing all of the Shares cannot be delivered by Sellers at Closing and the inability of Sellers to deliver the New Certificates is not due to the Sellers’ breach of their obligations under Section 4.6, then the Closing Date, if the Purchaser is the remaining Member, then shall occur but (i) the Purchaser shall, at its option, either (i) obtain a full release instead of making payment of the Seller Purchase Price as provided in Section 1.2, deposit an amount equal to the aggregate Purchase Price with a Qualified Escrow Agent (or a partial release in as defined below) chosen by Purchaser and reasonably acceptable to Sellers owning at least 65% of the event Shares (the Seller continues “Requisite Number of Sellers”), such amount to be a Member after the Closing Date held in connection with the sale of a partial Interest an interest bearing account pursuant 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 a public liability insurer(s) an escrow agreement reasonably acceptable to the SellerPurchaser and the Sellers (the “Purchase Price Escrow Agreement”); or and (ii) cause Sellers shall deliver to Purchaser the certificates purporting to represent legal title to and beneficial interest in the Shares (the “Certificates”), duly endorsed in blank or with duly executed stock powers attached, in proper form for transfer, with all such debtsapplicable transfer taxes paid by Sellers, obligations or claims to be paid and an irrevocable proxy in full on the Closing Dateform attached as Exhibit 3. (c) In The Purchase Price Escrow Agreement shall provide, among other things, for payment of the event escrowed funds as follows: (i) to Sellers providing New Certificates in a form reasonably satisfactory to Purchaser when Purchaser has delivered a written direction to the escrow agent to the effect that such New Certificates have been received and to make payment of a contemplated transfer to take place the related amount of Purchase Price; provided that no payment shall be made pursuant to this clause until New Certificates representing at least Three Thousand Three Hundred (3,300) Shares have been delivered to Purchaser in a form reasonably satisfactory to Purchaser; (ii) to Purchaser as to any Shares with respect to which New Certificates have not been delivered to Purchaser in a form reasonably satisfactory to Purchaser on or before June 30, 2005, if, following such date, Purchaser, in its sole discretion, delivers a written direction to the escrow agent to make payment to Purchaser because such New Certificates have not been delivered to Purchaser, unless a “Title Opinion” (as defined in Section 12.1 1.4(e)) has been delivered to Purchaser on or before such date (and, if delivered prior to the date on which the written direction is delivered by Purchaser, is confirmed in writing by the law firm rendering such opinion as of the date of delivery of the written direction); (iii) to Purchaser as to any Shares with respect to which New Certificates have not been delivered to Purchaser in a form reasonably satisfactory to Purchaser on or before December 31, 2005, following delivery to the escrow agent of either (A) a written direction by Purchaser, or (B) a written direction by any Seller of Shares with respect to which the Purchase Price has not been received if the inability of such Seller to deliver the New Certificates is not due to such Seller’s breach of their obligations under Section 12.2 4.6. With respect to Shares for which Purchaser receives payment from the Purchase Price Escrow Agreement pursuant to clauses (ii) or (iii) of this AgreementSection 1.4(c), Purchaser shall deliver to the relevant Seller (x) the Certificates representing such Shares and (y) any dividends or distributions actually received by Purchaser after the Closing with respect to such Shares in the form received (provided that if such dividend or distribution was paid other than in cash and Purchaser is no longer the owner thereof, Purchaser shall pay, in lieu of such dividend or distribution, the Seller cash proceeds, if any, received upon disposition). All fees and expenses charged by the escrow agent shall be entitled borne 50% by Purchaser and 50% by Sellers (pro rata according to receive distributions the number of available cash Shares reflected as owned on Exhibit 1). Interest on the escrowed funds shall accrue for the period ending at 11:59 p.m. benefit of and be payable to the recipient of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions related escrowed funds and credits shall be reportable by such persons for tax purposes in accordance with applicable regulations of the Internal Revenue Service. Payments from the escrow agent shall remain be made by wire transfer to the recipients’ designated accounts pursuant to irrevocable written instructions contained in effect through the Closing DatePurchase Price Escrow Agreement.

Closing. (On the Closing Date: a) At the closing on Trustee will sell, transfer and deliver the Special Voting Stock to the Company and the Company will pay to the Trustee $0.01 as consideration for such purchase and sale; b) PureRay Holdings and PureRay shall be amalgamated under the CBCA to form “PureRay Corporation” (“Amalco”) and, pursuant thereto: (i) the date each issued and outstanding share of the closing PureRay Holdings shall be converted into one redeemable special share (each, a “Special Share”) of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or Amalco; (ii) each issued and outstanding common share of PureRay (all of which are held by PureRay Holdings) shall be cancelled without repayment of any capital; and (iii) each issued and outstanding Exchangeable Share shall be converted into one common share of Amalco; c) Amalco will redeem all of its issued and outstanding Special Shares from the Buy/Sell Closing Date in accordance with Section 12.1 aboveCompany at a redemption price of C$1.00 per share; d) the Company shall make, (or have made, one or more capital contributions to PureRay or Amalco, as the case may be, in an amount equal to the “aggregate of all Company Payments and all funds held by the Company as at the Closing Date”; e) all consulting and employment agreements with the Transferor Member (on the ROFO Closing Date)Company will be assigned to PureRay or Amalco, or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, and PureRay or Amalco shall assume all obligations and liabilities thereunder effective as of the “Seller”Closing Date; f) all directors and officers of the Company then in office shall resign their respective positions effective as of the Closing Date (or as soon as practicable thereafter); g) any amount due and owing to any of the Principals from the Company as at the Closing Date shall be assumed by PureRay or Amalco, shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, and the “Purchaser”), an assignment Company will not be liable for any such amounts payable to the Principals whatsoever; h) the Exchange Agreement and the Support Agreement will be terminated and deemed null and void in all respect effective as of the Seller’s Interest (Closing Date and the Company will have no liabilities whatsoever in connection with either agreement; i) any warrant or with respect option 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 acquire shares of the Interest being sold Company’s stock that has been issued to a Company employee, consultant or any other person or entity, shall be free terminated and clear of all liens deemed null and other encumbrancesvoid; and j) and such other instruments as the Purchaser may reasonably require, to give it good and lien free title to Company shall: (i) assign all of the Seller’s its right, title and interest in the Companyname “PureRay Corporation” and any variation thereof to PureRay or Amalco, subject to as 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 case may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Sellerbe; or (ii) amend its articles of incorporation to change its name from “PureRay Corporation” to a dissimilar name; and (iii) cause all such debts, obligations or claims its listing symbol on the Over-the-Counter Bulletin Board to be paid in full on the Closing Datechanged from “PURY”. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. (a) At On the closing on (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above Effective Date (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing DateClosing”) the Transferor Member Parties shall perform, in order: a) Buyer shall deliver to Seller a copy of this Agreement executed by Buyer; b) Seller shall deliver a fully executed copy of this Agreement to Buyer; c) The Escrowed Funds (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “defined in Section 3(a) herein) shall be released to Seller”), ; d) The Company’s shareholders and directors shall execute and deliver to the ROFO Recipient, 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 a joint resolution approving the terms of this Agreement. If Agreement and the Purchaser has elected to have the Seller convey the Sellerappointment of Buyer’s Interest designees to a designee or nominee majority of seats on the Board of Directors for the Company (the “Joint Resolution”); e) Buyer shall deliver to Seller a resolution of the Purchaser, the Company shall thereafter continue. In such event, the Purchaser and the Company shall indemnify the Seller against claims and liabilities board of directors of the Company arising and Irrevocable Transfer Agent Instructions to effectuate performance of Sections 1(b) and 3(e) of this Agreement (attached hereto as Exhibit 2 and 3) (the “Board Resolution”); f) Buyer shall deliver to Seller a resolution of the majority shareholders of the Company to effectuate performance of Section 1(b) and 3(e) of this Agreement (attached hereto as Exhibit 4) (the “Shareholder Resolution”); g) Buyer shall deliver to Escrow Agent the Proxy (as defined in Paragraph 4(a) herein and attached as Exhibit 1); h) Seller shall deliver to Buyer the Joint Resolution; i) Upon initial release of the deposit from the Escrow Account, Seller shall deliver to Buyer, to the extent reasonably available to Seller, and after the date full performance of such conveyance.Section 3(a), true and correct copies of the Company’s business, financial and corporate records including but not limited to: correspondence files, bank statements, checkbooks, minutes of shareholder and directors meetings, financial statements, shareholder listing, stock transfer records, agreements and contracts; and, (bj) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either Seller shall (i) obtain a full release of immediately deposit the Seller (or a partial release in certificate(s) evidencing the event Stock together with Stock Powers to transfer the Seller continues to be a Member after the Closing Date in connection with the sale of a partial Interest Stock to the Third Party Purchaser) from all liabilityBuyer into the Escrow Account, direct or contingent, by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debtsdirect the Escrow Agent to deliver the Stock certificates to Buyer, obligations or claims to be paid in immediately after the full on the Closing Dateperformance of Sections 2(a) through 2(g) herein. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. (a) At The closing (the closing "Closing") of the sale and purchase of Shares described in Section 1 hereof shall take place at the offices of Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, PA, com▇▇▇▇▇▇▇ ▇▇ ▇▇:00 a.m., local ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇e deemed effective as of the opening of business of the Company and its Subsidiary (as defined in Section 5.3 hereof) on (i) the that date. The date of the closing of Closing is sometimes herein referred to as the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO "Closing Date”)". (b) At the Closing, or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell each Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO RecipientBuyer, 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 pledges, liens, transfer and stamp tax obligations, encumbrances, claims and other encumbrances) and such other instruments as the Purchaser may reasonably require, to give it good and lien free title to all charges thereon 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 Purchaserevery kind, the Company shall thereafter continue. In certificates for the Shares to be sold by such eventSeller in negotiable form, duly endorsed in blank, or with separate stock transfer powers attached thereto and signed in blank, in exchange for the Purchaser and delivery by the Company shall indemnify the Buyer to such Seller against claims and liabilities of the Company arising after the date of such conveyance. (b) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release on the Payment Date, of the consideration to be paid to such Seller pursuant to Section 1(a) hereof and (ii) at the Closing, of the Seller (Note to which such Seller is entitled pursuant to Section 1(b) hereof. All cash payments pursuant to Section 1(a) hereof shall be by wire transfer of immediately available funds to such accounts at such banks as the Sellers or a partial release their counsel shall direct in the event the Seller continues to be a Member after the Closing Date in connection with the sale of a partial Interest writing delivered 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 Buyer no less than three business days prior to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing DateClosing. (c) In The allocations set forth in columns B, C, D and E of Exhibit A hereto have been provided to the event Buyer by the Sellers, were determined by the Sellers alone, and have been agreed among the Sellers acting alone. The Buyer shall have no responsibility whatsoever with respect to the determination of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 the allocations set forth in columns B, C, D and E of this AgreementExhibit A hereto. (d) Immediately following the Closing, the Seller Sellers shall be entitled make available to receive distributions the Buyer the written resignations of available cash for all the period ending at 11:59 p.m. directors of the day immediately preceding Company and its Subsidiary effective as of the Closing, and shall cause to be made available to the successor directors and to the officers of the Company and its Subsidiary, including any new officers elected on the Closing DateDate (the "post-Closing directors and officers"), all minute books, stock record books, books of account, corporate seals, leases, contracts, agreements, securities, bank, checking and money market accounts, other investments, deposits, customer and subscriber lists, files and other documents, instruments and papers belonging to the Company and its Subsidiary and shall cause full possession and control of all of the assets and properties of every kind and nature, tangible and intangible, of the Company and its Subsidiary and of all other things and matters pertaining to the operation of the business of the Company and its Subsidiary to be transferred and delivered to the post-Closing directors and officers. All provisions allocating profitsAt the Closing, lossesthe Sellers shall deliver to the Buyer, gainsand the Buyer shall deliver to the Sellers, deductions the certificates, opinions and credits for tax purposes shall remain other instruments and documents referred to in effect through the Closing DateSections 8 and 9 hereof, respectively.

Closing. (a) At the closing on (i) the date 14.1 Subject to fulfillment or waiver of the closing conditions herein, the Closing of the sale and purchase of the Headlines Undertaking hereunder shall take place at eleven o’clock a.m. on January 18th, 2010. 14.2 If by the Non-Transferor Member or close of business on January 18th, 2010 the Third Party Purchaser, (as applicableconditions specified herein have not been fulfilled, the “ROFO Recipient”), Closing of the Transferor Member’s Interests sale and purchase of the Headlines Undertaking hereunder shall take place at eleven o’clock a.m. on the third business subsequent to the day on which that condition is fulfilled. 14.3 Notwithstanding Section 11.2, if the transaction contemplated hereby has not been completed by January 18th, 2010 due to non-fulfillment of the conditions specified in Section 12, the Purchaser may at any time thereafter terminate this Agreement and recover the full amount of its deposit made under Section 4.1, with all interest earned thereon. 14.4 Payments under any continuing agreements and other matters customarily the subject of adjustment will be adjusted as at the Closing Time on a per diem basis. 14.5 The Closing of the right transaction contemplated hereby will take place at the offices of first offer Oreck Karby, 678 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. 14.6 The Vendor may in accordance with Section 12.2 above (writing direct the “ROFO Purchaser at Closing Date”)to pay all or a part of the amount then payable hereunder to holders of liens, charges and encumbrances on assets to obtain the discharge of the liens, charges and encumbrances and the Purchaser will, subject to fulfillment or (ii) waiver of all conditions to Closing, make such payments but only against receipt of discharges of the Buy/Sell liens, charges or encumbrances in form acceptable to it. 14.7 At Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), Vendor shall execute and deliver to the ROFO RecipientPurchaser all deeds, or Buy/Sell bills of sale, transfers and assignments in form and substance acceptable to the Purchaser as the Purchaser may reasonably require and as are necessary effectively to vest good and marketable title to the Headlines Undertaking in the 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 liens, charges, mortgages, encumbrances, rights or liabilities or every nature and other encumbrances) kind whatsoever, except as provided in this Agreement; and will deliver all such other instruments documents as the Purchaser may reasonably require, be required to give it good and lien free title be delivered 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, and the Purchaser will make payment to the Vendor as herein provided, and the Company shall indemnify the Seller against claims and liabilities of the Company arising after the date of will furnish such conveyance. (b) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release of the Seller (or a partial release in the event the Seller continues other material as may be required 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, furnished by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Dateit at that time. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. The closing of the transactions contemplated by this Agreement (athe "Closing") unless otherwise agreed to by the parties, shall take place at the offices of Curious, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 9:00 a.m. on July ___, 1999 (such date of Closing is hereinafter sometimes referred to as the Closing Date). The Closing shall be subject to the satisfaction of all of the conditions to CBC's obligations set forth in Section 8 of this Agreement. At the closing on Closing: (i) CP Management shall deliver, assign and transfer (or request that HHI deliver, assign and transfer) to CBC certificate (s) representing the date Curious Share, appropriately endorsed or accompanied by a separate instrument or instruments of the closing assignment in writing, in proper form for registration of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or transfer; (ii) CP Management shall deliver, assign and transfer the Buy/Sell Closing Date Option Agreement to CBC; (iii) CBC shall deliver to each member of CP Management a warrant agreement for the purchase of 75,000 shares, a form of which is attached hereto as Exhibit B; (iv) CP Management shall deliver the resignations referred to in accordance with Section 12.1 above, 8.4 of this Agreement; (as the case may be, the “Closing Date”v) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), Each member of CP Management shall execute and deliver the employment agreements in the forms attached hereto as Exhibits C to F incorporated herein by reference as if set forth in full; (vi) $1,500,000 in cash shall be sent by CBC by wire transfer to such account or accounts in one or more banks in the United States of America as CP Management shall specify in writing delivered to CBC not less than forty eight (48) hours prior to the ROFO Recipient, 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, otherwise such portion of such Seller’s Interest which is subject to the assignmentpurchase price shall be payable by check or checks; (vii) (which assignment CBC 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 execute a promissory note in the Companyform of Exhibit G attached hereto and incorporated herein by reference as if set forth in full in the amount of $1,500,000 payable to CP Management at eight percent (8%) interest secured by the Curious Share and the Option Agreement, subject to subordination obligations with Fremont Financial Services, Inc.; (viii) CP Management, HHI and Curious shall deliver an executed Curious Agreement stating and confirming that CP Management has the right to receive 50% which equals 50 shares of the issued and outstanding common stock of Curious from HHI and consenting to assignment and transfer of the Option Agreement and the Curious Share to CBC, a form of which is attached hereto as Exhibit H; and (ix) Certified Resolutions of Curious, HHI and CBC approving 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 conveyancetransaction. (b) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. (a) At the closing on (i) the date of the The closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above Exchange (the “ROFO Closing DateClosing”)) will take place at the offices of P▇▇▇▇▇▇ Coie LLP, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, or such other location as may be agreed upon by the parties, on the date determined by the Company (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”). The parties shall exchange closing deliverables as follows: (a) At or prior to the Transferor Member Closing, each party shall execute this Agreement and deliver the same to the other; (on b) At or prior to the ROFO Closing Date)Closing, the Holder shall deliver the Exchange Notes or an affidavit of loss, in a form approved by the company, as applicable, to the Company at the address listed in Section 4.11, or Buy/Sell Seller to such other person or place designated by the Company; (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver c) At or prior to the ROFO Recipient, 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 PurchaserClosing, the Company shall thereafter continue. In such eventcancel the Exchange Notes; (d) At or prior to the Closing, the Purchaser and the Company shall indemnify provide notice to the Seller against claims and liabilities Holder of the Company arising after the date number of such conveyance.Exchange Units to be issued pursuant to this Agreement; (be) On At the Closing, the Company shall instruct Computershare Trust Company, N.A. to electronically issue the Exchange Common Shares, in book-entry form, to the Holder or, if the Holder so instructs in advance of the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shallits designee; (f) If applicable, at its optionthe Closing, either (i) obtain a full release of the Seller (or a partial release in Company shall issue and deliver certificates evidencing the event the Seller continues to be a Member after the Closing Date in connection with the sale of a partial Interest Exchange Preferred Shares to the Third Party PurchaserHolder; (g) from all liabilityAt the Closing, direct or contingent, by all holders of all the Company and/or Subsidiary debts, obligations or claims against shall issue and deliver the Seller for which the Seller is or may be personally liable with respect Exchange Warrants to the period from Holder; and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable Notwithstanding anything contained herein to the Sellercontrary, the Holder agrees that it is irrevocably committed to the Exchange and is bound by this Agreement upon acceptance hereof by the Holder, as indicated by its signature below; or (ii) cause all such debtsprovided, obligations or claims to be paid in full however, this Agreement shall not become binding on the Closing Date. (c) In Company unless the event Exchange has been accepted by the Company, as indicated by its signature below. If the Exchange is rejected, this Agreement and the Exchange shall be rendered void and of a contemplated transfer to take place pursuant to Section 12.1 no further force or Section 12.2 effect. The Holder hereby agrees that, notwithstanding the execution by the Holder of this Agreement, the Seller shall Holder will not be entitled to receive distributions of available cash for the period ending at 11:59 p.m. a stockholder of the day immediately preceding Company with respect to any Exchange Units, and Exchange Units proposed to be acquired by the Holder shall not be transferred to the Holder, until the Exchange has been accepted, this Agreement has been signed by both parties, and the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Datehas occurred.

Closing. (a) At the closing on (i) the date The sale and purchase of the Transferred Interests shall take place at a closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing DateClosing”) to be held at the Transferor Member (offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time on the ROFO second Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the parties set forth in Article VI (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), or Buy/Sell Seller (at such other place or at such other time or on such other date as the Buy/Sell Sellers and the Buyer mutually may agree in writing. The day on which the Closing takes place is referred to as the “Closing Date).” (b) At the Closing: (i) the Buyer shall deliver, respectivelyor cause to be delivered, to the Sellers (or such other Persons as the case Sellers may bedirect in writing at least two (2) Business Days prior to the Closing Date) by wire transfer in immediately available funds an amount equal to the Cash Consideration less the $250,000 ▇▇▇▇▇▇▇ money deposit previously deposited by the Buyer to ▇▇▇▇▇▇ LLP, the Sellers’ counsel (the “Seller▇▇▇▇▇▇▇ Money”), which shall execute be released to WYI at the Closing; (ii) the Buyer shall deliver, or cause to be delivered, to WYI evidence of the issuance of the Stock Consideration; (iii) the Sellers shall sell, convey, assign, transfer and deliver to the ROFO Recipient, Buyer the Transferred Interests and will deliver or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the Seller’s Interest (or with respect caused to be delivered to the ROFO Closing DateBuyer certificates representing the Transferred Interests, such portion duly endorsed in blank or accompanied by powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed; and (iv) each Seller shall deliver to the Buyer (x) certified copies of resolutions of its respective board of directors and sole stockholder necessary and sufficient to authorize, adopt and approve this Agreement and the Ancillary Agreements in accordance with such Seller’s Interest which is subject organizational documents and applicable Law, (y) certificates as to the assignment) (which assignment shall warrant incumbency of the Persons executing this Agreement on behalf of such Seller and the genuineness of their signatures in accordance with such Seller’s ownership of the Interest being sold to be free organizational documents and clear of all liens applicable Law, and other encumbrances(z) and such other instruments documents relating to the transactions contemplated in this Agreement and/or the Ancillary Agreements as the Purchaser Buyer 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 conveyancerequest. (b) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. (a) At the closing on (i) the date of the The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, at 10:00 a.m., New York City time, on the third Business Day to occur following the satisfaction (or waiver by the Non-Transferor Member or party entitled to the Third Party Purchaser, (as applicable, the “ROFO Recipient”), benefit thereof) of each of the Transferor Member’s Interests which is conditions set forth in Articles 3 and 4, or on such other date and at such other time and place as the subject of a the right of first offer in accordance with Section 12.2 above Company and Pangea may agree (the “ROFO "Closing Date”"), or (ii) . At the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 CompanyClosing, 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 Purchaserand conditions set forth herein, the Company shall thereafter continue. In sell Shares to the Purchasers acquiring such eventShares by delivering to such Purchasers duly executed certificates representing the Shares to be sold at such Closing, registered in the name of the Purchaser acquiring such Shares, with appropriate issue stamps, if any, affixed at the expense of the Company, free and clear of any Lien, and such Purchasers shall purchase such Shares for the Shares Purchase Price. At the Closing, subject to the terms and conditions set forth herein, the Company shall indemnify also sell the Seller against claims and liabilities Warrants to those Purchasers designated by Pangea by delivering to such Purchasers duly executed certificates representing the Warrants in the name of the Company arising after Purchaser acquiring such Warrants, free and clear of any Lien, and such Purchasers shall purchase the date of such conveyance. (b) On Warrants for the Closing Date, if Warrants Purchase Price. The Shares Purchase Price and the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to Warrants Purchase Price shall be paid in full on the Closing Date. (c) In the event of a contemplated cash by wire transfer to take place pursuant a bank account agreed to Section 12.1 or Section 12.2 of this Agreement, by 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 Company and credits for tax purposes shall remain in effect through the Closing DatePangea.

Closing. (a) The sale and purchase of the Shares and the Purchased Assets and the consummation of the other transactions contemplated by this Agree- ment shall take place at a closing (the "Closing") to be held at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois) at 10:00 a.m. Chicago time on the second business day following the satisfaction or waiver of the conditions to the obligations of the parties set forth in Sections 6.1(b), 6.1(c) and 6.2(e) hereof or at such other place, time or date as Sellers and Purchaser may mutually agree upon in writing (the day on which the Closing takes place being the "Closing Date"). (b) At the closing on Closing, the applicable Seller shall deliver or cause to be delivered to Purchaser: (i) certificates evidencing the date of the closing of the purchase Shares, duly endorsed in blank or accompanied by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer stock powers duly executed in accordance with Section 12.2 above (the “ROFO Closing Date”), or blank; (ii) a ▇▇▇▇ of sale, substantially in the Buy/Sell Closing Date in accordance with Section 12.1 above, form of Exhibit A attached hereto (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date"▇▇▇▇ of Sale"), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 may be reasonably requested by Purchaser to transfer or assign the Purchased Assets to Purchaser may reasonably requireor otherwise consummate the transactions contemplated by this Agreement; and (iii) the Transition Services Agree- ment, to give it good and lien free title to all of the Seller’s right, title and interest substantially in the Company, subject form of Exhibit B attached hereto (the "Transition Services Agreement"); (iv) Operating Agreements relating 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 other commercial arrangements between Purchaser and Sellers or their affiliates substantially in the Company shall indemnify form of Exhibits C-1 through C-7 attached hereto (the Seller against claims and liabilities of the Company arising after the date of such conveyance."Operating Agreements"); and (bv) On an opinion of Sellers' counsel (or Sellers' in-house counsel), dated as of the Closing Date, if the Purchaser is the remaining Memberin such counsel's customary form, then the Purchaser shall, at its option, either (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 and subject to the Third Party Purchaser) from all liabilityqualifications, direct or contingentassump- tions and limitations contained therein, by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller for which the Seller is or as to such matters as Pur- chaser may be personally liable with respect to the period from and after the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing Daterequest. (c) In At the event Closing, Purchaser shall deliver or cause to be delivered to Sellers: (i) the Cash Purchase Price by wire transfer in immediately available funds to an account or accounts designated by Sellers; (ii) an assumption agreement, substantially in the form of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 Exhibit D attached hereto (the Assumption Agreement"); and (iii) the Transition Services Agree- ment; (iv) the Operating Agreements; and (v) an opinion of this AgreementPurchaser's coun- sel, the Seller shall be entitled to receive distributions dated as of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, lossesin such counsel's customary form, gainsand subject to the qualifications, deductions assumptions and credits for tax purposes shall remain in effect through the Closing Datelimitations con- tained therein, as to such matters as Purchaser may reasonably re- quest.

Closing. (a) At the closing on (i) the date of the The closing of the purchase transactions contemplated by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above this Agreement (the “ROFO Closing”) shall take place at the offices of ▇▇▇▇▇ & Berne LLP, ▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, at 5:01 p.m. on January 31, 2012 (the “Closing Date”); provided that the parties agree that as provided in the Transition Services Agreement, the benefits and burdens of the Latin America Business shall have transferred to the Buyers effective as of January 1, 2012 (the “Effective Date”). At the Closing: (a) Seller shall deliver or cause to be delivered to Buyers the following: (i) duly executed counterpart signature pages to this Agreement; (ii) certificates representing all of the Buy/Sell Shares in appropriate form for transfer to Buyer or accompanied by stock powers duly executed in blank; (iii) duly executed counterpart signature pages to the Transition Services Agreement, attached hereto as Exhibit C, dated as of the date of this Agreement (the “Transition Services Agreement”); (iv) all other documents required to be delivered by Sellers to Buyers at or prior to the Closing Date pursuant to the terms of this Agreement; (v) copies of the resolutions of the Board of Directors and the Shareholders of each of Sellers certified as being correct and complete and then in accordance full force and effect, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and (vi) the employment or engagement agreements entered into by the employees and Key Persons of the Transferred Companies, which set forth the basic terms of employment for each such individual, in forms acceptable to Buyers, duly executed by the appropriate parties, including, without limitation the Key Person Non-Compete Agreements. (b) Buyers shall deliver or cause to be delivered to Sellers the following: (i) duly executed counterpart signature pages to this Agreement; (ii) by wire transfer of immediately available United States funds, the Closing Day Payment; (iii) the Seller Note, executed by CTP USA; (iv) the legal opinion issued by ▇▇▇▇▇ & Berne LLP in connection with Section 12.1 abovethe Seller Note; (v) duly executed counterpart signature pages to the Transition Services Agreement; (vi) the employment or engagement agreements entered into by the employees and Key Persons of the Transferred Companies, which set forth the basic terms of employment for each such individual, in forms acceptable to Buyers, duly executed by the appropriate parties, including, without limitation the Key Person Non-Compete Agreements; and (vii) copies of the resolutions of the Board of Directors or Managers, as the case may be, of each of Buyers certified as being correct and complete and then in full force and effect, authorizing the “Closing Date”) execution, delivery and performance of this Agreement and the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment consummation 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 conveyancetransactions contemplated hereby. (b) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. (a) At the closing on (i) the date of the The closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), and sale of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above Shares under this Agreement (the “ROFO Closing Date”)"Closing") shall be held at the offices of KGL in New York, or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (New York at such time as the case may beparties shall mutually agree, but in any event on or before __________, 2002, unless the “Closing Date”) parties mutually agree to extend the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the 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 closing deadline 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 conveyancelater date. (b) On At the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either Closing (i) obtain a full release of Selling Shareholder shall transfer to Escrow Agent as such term is defined in that certain Escrow Agreement dated February ____, 2002, by and between Selling Shareholder and 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 Escrow Agent, good and marketable title to the Third Party Purchaser) from Shares, free and clear of any and all liabilityliens, direct or contingentclaims, encumbrances and adverse interests of any kind, 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 delivering to the period from and after Escrow Agent the Closing Datecertificates for the Shares in negotiable form, except for any debtsduly endorsed in blank, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or with stock transfer powers attached thereto; (ii) Selling Shareholder shall provide Escrow Agent with a ▇▇▇▇▇ of instruction ("Letter of Instruction") to the stock transfer agent of the Company in substantially the form shown in Exhibit A; (iii) Buyers shall deliver to Selling Shareholder the Consideration; (iv) Selling Shareholder shall deliver his resignation as an officer and director of the Company and his written appointment of one or more persons designated by Buyers as successor directors; (v) Selling Shareholder shall cause to be made available the books and records of the Company, to Buyers; and (vi) Selling Shareholder shall furnish the information delineated in Exhibit B regarding the Company's principal independent accountants. At any time and from time to time after the Closing, the Parties shall duly execute, acknowledge and deliver all such debtsfurther assignments, obligations or claims to be paid in full on conveyances, instruments and documents, and shall take such other action consistent with the Closing Date. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 terms of this Agreement to carry out the transactions contemplated by 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.

Closing. (aA) The closing of the sale of the Assets to the Purchaser (the "Closing") shall take place at the offices of ▇▇▇▇▇▇ Godward LLP in San Diego, California, at 10:00 a.m. on or before March 20, 2001, or such other date and time as the Purchaser and the Seller shall mutually agree in writing (the "Closing Date"). (B) At the closing on Closing: (iI) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver to the ROFO RecipientPurchaser such bills of sale, or Buy/Sell Purchasershare transfer forms, respectively endorsements, assignments and other documents as may (as in the case may be, the “Purchaser”), an assignment reasonable judgment of the Seller’s Interest (Purchaser or with respect its counsel) be necessary or appropriate to assign, convey, transfer and deliver to the ROFO Closing Date, such portion of such Seller’s Interest which is subject Purchaser good and valid title to the assignment) (which assignment shall warrant Seller’s ownership of the Interest being sold to be Assets free and clear of all liens any Encumbrances (other than Permitted Encumbrances), including without limitation, a ▇▇▇▇ of sale, assignment and other encumbrances) general conveyance in form and such other instruments as the Purchaser may substance reasonably require, acceptable 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 Parent (the "▇▇▇▇ of Sale"); (II) the Seller against claims and liabilities of shall deliver or otherwise make available to the Company arising after Purchaser the date of such conveyance.Assets; (bIII) On the Closing Date, if the Purchaser is or the remaining Member, then Parent shall pay to the Seller the Cash Consideration as contemplated by Section 1.3(a)(i); (IV) the Purchaser shall, at its option, either (i) obtain a full release of or the Parent shall issue and deliver to 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 a public liability insurer(s) reasonably acceptable to the Seller's shareholders as it may direct) a Common Stock certificate representing the Closing Shares as contemplated by Section 1.3(a)(ii); (V) the parties to the Escrow Agreement shall execute and deliver the Escrow Agreement, and the Purchaser or the Parent shall deposit the Escrowed Shares with the Quebec Custodian as contemplated by Section 1.3(a)(iii); (VI) the Purchaser or the Parent shall deposit cash in the amounts and to the accounts specified in Section 1.3(a)(iv) to repay the Indebtedness as contemplated by Section 1.3(a)(iv); (VII) the Seller shall make all filings with any Person as may be necessary, and shall take all other actions as may be necessary, to remove and discharge all Encumbrances related to the Indebtedness from the Assets, including, without limitation, all Encumbrances related to the Indebtedness set forth in Part 2.7 of the Disclosure Schedule; (VIII) the Purchaser shall execute and deliver to the Seller the Assumption Agreement; or and (iiIX) cause all such debtsthe parties hereto shall deliver to the other parties the opinions, obligations or claims certificates, consents, agreements and other documents required to be paid in full on the Closing Date. (c) In the event of a contemplated transfer to take place delivered pursuant to Section 12.1 or 5 and Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date6.

Closing. (a) At Subject to the satisfaction or valid waiver of all the closing on (i) the date of conditions set forth in Article IV hereto, the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above Transactions (the “ROFO Closing DateClosing”)) shall occur on or before 9:00 a.m. (New York City time) on or before March 12, 2024 or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (such other date as the case parties may be, mutually agree (the “Closing Date”). At the Closing, (a) the Transferor Member (on the ROFO Closing Date), Holder shall deliver or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver cause to be delivered to the ROFO Recipient, 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 Company 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 and to its Exchanged Notes as specified on Exhibit A hereto, free and clear of any mortgage, lien, 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 CompanyCompany may deem necessary or desirable to transfer to and confirm in the Company all right, subject title and interest in and to the terms Exchanged Notes, free and clear of this Agreement. If any Liens and (b) the Purchaser has elected Company shall deliver to have the Seller convey the Seller’s Interest Holder (or to a designee one or nominee more of the PurchaserHolder’s Affiliates, as directed by the Undersigned or the Holder) the Consideration as specified on Exhibit A hereto, free and clear of any Liens. Concurrently with the Transactions, the Company is entering into a purchase agreement with the Holder (the “Note Purchase Agreement”) and completing an issuance and sale of New Notes for cash thereunder (the “Other Transactions”). The cancellation of the Exchanged Notes and delivery of the Consideration shall thereafter continuebe effected by the electronic exchange of documents at the Closing. In such eventAt the Closing, (A) the Purchaser Holder shall deliver the Exchanged Notes via DWAC or physical delivery and (B) the Company shall indemnify deliver to the Seller against claims and liabilities of Holder the Holder New Notes specified on Exhibit A hereto in global form through the Depository Trust Company arising after the date of such conveyance. (b“DTC”) On the Closing Dateor, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 required pursuant to the Third Party Purchaser) from all liability, direct or contingentIndenture, by all holders of all Company and/or Subsidiary debtsphysical certificate, obligations or claims against and the Seller for which the Seller is or may be personally liable with respect Cash Payment by wire transfer to the period from and after account as instructed by the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or (ii) cause all such debts, obligations or claims to be paid in full on the Closing DateHolder. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. (a) At the closing on (i) the date of the The closing of the purchase by the Non-Transferor Member or the Third Party PurchaserTransactions will take place in a series of separate closings, (as applicable, the “ROFO Recipient”), set forth in this Article II. Schedule 2.3 sets forth for illustrative purposes only a schedule of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closings assuming an Initial Closing Date of October 2, 2018. No less than five (5) days prior to the Initial Closing, Buyer shall deliver to Seller a proposed updated version of Schedule 2.3, which shall identify the Initial Closing Date and Subsequent Closing Dates by Pharmacy. Buyer and Seller shall negotiate in accordance with Section 12.1 above, good faith and mutually agree prior to the Initial Closing on a final updated Schedule 2.3 (as the case may besuch updated Schedule 2.3, the “Closing DateSchedule”). On or prior to the later of (x) the Transferor Member tenth (on 10th) day following the ROFO Closing Date)satisfaction or waiver of the conditions set forth in Section 7.1, or Buy/Sell Seller Section 7.2(a) and Section 7.3(a) (on the Buy/Sell Closing Date)other than such conditions which, respectivelyby their nature, are to be satisfied at a Closing) and (as the case may bey) October 10, 2018, the “Seller”), shall execute sale and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment purchase of the Seller’s Interest (or Purchased Assets and the assumption of the Assumed Liabilities contemplated by this Agreement with respect to the ROFO Closing DatePharmacies (the “Initial Pharmacies”) set forth under “Initial Closing” on Schedule 2.3 shall take place at an initial closing (the “Initial Closing”) that will be held at the offices of Akin Gump S▇▇▇▇▇▇ H▇▇▇▇ & F▇▇▇ LLP, 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 One Bryant Park, New York, New York, at 9:00 a.m., New York City time, or such other instruments time, place and date as Buyer and Seller may agree in writing or remotely via the Purchaser may reasonably require, to give it good and lien free title to all exchange 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 executed documents 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 conveyanceclosing deliverables. (b) On After the Closing DateInitial Closing, if subject to the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release satisfaction of the Seller (or a partial release conditions set forth in the event the Seller continues to be a Member after the Closing Date in connection with Section 7.1(b), Section 7.2(b) and Section 7.3(b), the sale and purchase of a partial Interest to the Third Party Purchaser) from all liability, direct or contingent, Purchased Assets and the assumption of the Assumed Liabilities contemplated 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 this Agreement with respect to each Pharmacy (other than the period from and after Initial Pharmacies) shall take place on the applicable date set forth in the Closing DateSchedule (each a “Subsequent Closing” and together with the Initial Closing, except for any debts, obligations or claims which are fully insured each a “Closing”) until all Purchased Assets have been acquired by a 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 Buyer. Each Subsequent Closing Date. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions held at the offices of available cash for Akin Gump S▇▇▇▇▇▇ H▇▇▇▇ & F▇▇▇ LLP, One Bryant Park, New York, New York, at 9:00 a.m., New York City time, or such other time, place and date as Buyer and Seller may agree in writing or remotely via the period ending at 11:59 p.m. exchange 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 Dateexecuted documents or closing deliverables.

Closing. The closing (the "Closing") of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of Buyer in El Segundo, California, at 10 a.m. on or before June 5, 2000, or at such other time or place as Buyer and Seller may agree. At the Closing: a) At Buyer shall deliver to Seller a certified check or wire transfer payable to the closing on order of Seller in the amount of ONE MILLION THREE HUNDRED THOUSAND DOLLARS AND NO CENTS (i$1,300,000.00); and b) Buyer shall deliver to Seller a promissory note in the principal amount of ONE MILLION TWO HUNDRED THOUSAND DOLLARS AND NO CENTS ($1,200,000.00) payable to Seller, payable in monthly installments beginning October 1, 2000, subject to the performance measures described in Section 4(a) above. Such note shall bear interest at prime (as published in Investors Business Daily) minus 1% per annum. Monthly payment shall be principal plus interest amortized over a period of two (2) years beginning October 1, 2000, however, the first payment will include interest from the date of closing. c) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the closing form attached hereto as Exhibit A, and Seller shall deliver to Buyer such general warranty deeds, bills of the purchase by the Non-Transferor Member or the Third Party Purchasersale, (as applicableendorsements, the “ROFO Recipient”)consents, assignments and other good and sufficient instruments of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above conveyance and assignment (the “ROFO Closing Date”), or (ii"Conveyance Documents") the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), parties and their respective counsel shall deem reasonably necessary or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and deliver appropriate to the ROFO Recipient, 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 vest in Buyer 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 in, to and under the CompanyPurchased Assets. d) Seller shall deliver to Buyer a certified copy of the resolution by the Seller's board of directors certifying that Seller has authorized the execution, subject delivery of performance and the transaction contemplated herein and authorizing the officers of Seller to the terms of execute 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 a 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 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. Section 2.1 The Closing of the transaction contemplated by this Agreement shall take place immediately following the execution of this Agreement at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Closing"). The Closing shall be effective for accounting and ownership purposes as of 12:01 a.m., C.S.T., on January 1, 1996. At the Closing, the parties hereto shall perform their respective obligations set forth below, the performance of which shall be concurrent conditions to the Closing. (a) At the closing on (i) the date Execute and deliver a ▇▇▇▇ of Sale effective January 1, 1996 transferring to Buffton all of the closing Transferred Assets except the Leases, owned by Seller, General Partner or ▇▇▇▇▇▇▇, which Buffton has accepted, which ▇▇▇▇ of Sale shall be in the purchase by form of Exhibit 2.1(a) attached hereto; (b) Execute and deliver an Assignment and Assumption Agreement to Buffton effective January 1, 1996 whereby Seller, General Partner and ▇▇▇▇▇▇▇ shall assign and Buffton shall assume the Non-Transferor Member or Contracts, and Equipment Leases, which Assignment and Assumption Agreement shall be in the Third Party Purchaserform of Exhibit 2.1(b) attached hereto; (c) Seller, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), General Partner and ▇▇▇▇▇▇▇ shall execute and deliver to an Assignment of Trademarks and Powers of Attorneys in the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment form of the Seller’s Interest (or with respect to the ROFO Closing Date, such portion Assignment of such Seller’s Interest which is subject to the assignmentTrademarks and Powers of Attorneys attached hereto as Exhibit 2.1(c) (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.attached hereto; (bd) On the Closing DateSeller, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) General Partner and/or ▇▇▇▇▇▇▇ shall obtain a full release of the Seller (or a partial release in the event the Seller continues and deliver to be a Member after the Closing Date in connection with the sale of a partial Interest Buffton any required third party consents 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 a 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 or Section 12.2 of this Agreement, the Seller ▇▇▇▇ of Sale, the Assignment and the Assumption Agreement, and any subsequent transfer, assignment, or assumption between Buffton and Cabo including without limitation, any required consent, signature or assignment from F. ▇▇▇▇▇▇▇ ▇▇▇▇▇, and any required consent by landlords under the Leases, which have not previously been delivered to Buffton; (e) Seller, General Partner and ▇▇▇▇▇▇▇ shall be entitled deliver to receive distributions Buffton possession of available cash Seller's Business and the Transferred Assets, including all combinations and keys; (f) Seller, ▇▇▇▇▇▇▇, or General Partner shall deliver or provide for the period ending at 11:59 p.m. delivery (to the satisfaction of Buffton) of any release of liens or executed UCC-3s necessary to release any liens on any of the day immediately preceding Transferred Assets; (g) Seller, General Partner and ▇▇▇▇▇▇▇ shall deliver to Buffton an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, counsel to Seller, General Partner and ▇▇▇▇▇▇▇, in form and substance consistent with the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.opinion attached hereto as Exhibit 2.1(g); (h) Attached hereto as Exhibit 2.1

Closing. (a) At the closing on (i) the date The consummation of the closing of the purchase transactions contemplated by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above this Agreement (the “ROFO Closing DateClosing”) shall take place at the offices of C▇▇▇▇ & G▇▇▇▇▇▇, P.C., 6▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ on the third (3rd) Business Day following the satisfaction or, to the extent permitted by Law, waiver of each of the conditions set forth in Sections 7.1, 7.2 and 7.3 (other than those conditions that are by their nature to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at Closing), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (at such other place or on such other time or date as the case parties may be, mutually agree in writing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date”) ” and the Transferor Member (transactions contemplated by this Agreement shall be deemed effective at 12:01 a.m. EST on the ROFO Closing Date), or Buy/Sell Seller . (on b) At least two Business Days prior to the Buy/Sell Closing Date), respectively, Seller shall deliver to Purchaser (i) a written statement that sets forth Seller’s Accounts Payable and Indebtedness as the case may be, of immediately prior to Closing (the “SellerSeller Accounts Payable and Indebtedness Amount”), shall execute a payoff letter prepared in good faith in a form to be reasonably approved by Purchaser from each holder of the Seller Accounts Payable and deliver to Indebtedness Amount that is being repaid at the ROFO RecipientClosing showing the payoff amount and wire transfer instructions for payment thereof from the respective holders of such Accounts Payable and Indebtedness (each, or Buy/Sell Purchaser, respectively (as the case may be, the a “PurchaserPayoff Letter”), and a written schedule of all unpaid Seller Transaction Expenses and wire transfer instructions for payment thereof from the respective service providers (the “Transaction Expense Statement”). (c) At the Closing, Seller shall deliver to Purchaser the following: (i) a b▇▇▇ of sale in the form of Exhibit A hereto (the “B▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Purchaser; (ii) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Purchaser of the Seller’s Interest Assumed Contracts and the Assumed Liabilities; (or with respect to iii) an assignment in the ROFO Closing Date, such portion form of such Seller’s Interest which is subject to Exhibit C hereto (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“Intellectual Property Assignment”) and such other instruments as the Purchaser may reasonably requireduly executed by Seller, to give it good and lien free title to transferring all of the Seller’s right, title and interest in the Company, subject and to the terms of this Agreement. If the Purchaser has elected Intellectual Property Assets 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.; (biv) On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (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 Lease, an Assignment and Assumption of Lease in form and substance satisfactory to Purchaser (each, an “Assignment and Assumption of Lease”) and duly executed by Seller and the landlord; (v) evidence in form and substance reasonably satisfactory to Purchaser, that the corporate name of Seller has been changed from “Agribotix, LLC” to a name that is not similar to such name; (vi) a duly executed counterpart to the Escrow Agreement; (vii) evidence in form and after substance reasonably satisfactory to Purchaser that all Consents that are listed on Section 4.3(a) of the Disclosure Schedules have been obtained and are in full force and effect; (viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Purchaser, as may be required to give effect to this Agreement; and (ix) an Acknowledgment and Joinder Agreement in the form attached hereto as Exhibit E from each Seller Investor Party other than the Unitholders. (d) At the Closing, Purchaser shall: (i) pay and deliver the Closing Date, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) reasonably acceptable to the Seller; or Cash Consideration in accordance with Section 3.1(a)(i)(B); (ii) cause all such debtsdeliver to Seller the Assignment and Assumption Agreement duly executed by Purchaser; (iii) with respect to the Lease, obligations or claims deliver to be paid in full on Seller an Assignment and Assumption of Lease duly executed by Purchaser; and (iv) deliver to Seller a duly executed counterpart to the Closing DateEscrow Agreement. (ce) In At the event Closing or as soon thereafter as practicable, Parent shall submit the letter of instruction attached hereto as Exhibit D to Standard Registrar, the registrar and transfer agent for shares of Parent Common Stock (“Standard Registrar”), that directs the transfer agent to issue and deliver: (i) to the Escrow Agent a contemplated transfer stock certificate registered in the name of Seller that represents the number of shares of Parent Common Stock that is equal to take place FIFTY PERCENT (50%) of the number of Closing Parent Shares (the “Closing Escrow Shares”); and (ii) to Seller a stock certificate registered in the name of Seller that represents the number of shares of Parent Common Stock equal to (A) the Closing Parent Shares pursuant to Section 12.1 or Section 12.2 of this Agreement3.1(c)(i) minus (B) the Closing Escrow Shares. (f) At the Closing, Purchaser shall pay the Escrow Cash, the Closing Escrow Shares, the Seller Accounts Payable and Indebtedness Amount and the unpaid Seller Transaction Expenses in accordance with Sections 3.2(a)(i) and 3.2(b)(i), (ii) and (iii), respectively, and shall be entitled to receive distributions of available cash for pay the period ending at 11:59 p.m. of the day immediately preceding the remaining Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing DateCash Consideration under Section 3.2(b)(iv).

Closing. (a) At The Closing shall take place at the closing offices of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, 58th Floor, Houston, Texas 77002, or remotely via electronic exchange of documents and signatures at 10:00 a.m., New York time, on (i) the date of the closing of the purchase by the Non-Transferor Member or the Third Party Purchaser, hereof (as applicable, the “ROFO Recipient”), of the Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the “ROFO Closing Date”), or (ii) the Buy/Sell Closing Date in accordance with Section 12.1 above, (as the case may be, the “Closing Date”). At the Closing, (a) Seller shall have delivered or cause to be delivered (to the Transferor Member extent not made available before the Closing): (on i) to Purchaser the ROFO Closing Date)Acquired Interests Assignment Agreement, duly executed by Seller; (ii) to Purchaser a properly completed and duly executed IRS Form W-9; (iii) to Purchaser resignations from office of each of the directors, managers, officers or Buy/Sell other representatives of each member of the Alkali Group designated by ▇▇▇▇▇▇▇▇▇ (in writing delivered to Seller prior to the Closing) to resign at the Closing; (iv) to Purchaser each of the Ancillary Agreements to which Seller (on or its Affiliate) is a party; (v) to Purchaser the Buy/Sell Closing Date), respectively, Debt Release Letters; (as the case may be, the “Seller”), shall execute and deliver vi) to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment Purchaser a certificate of the Seller’s Interest (or good standing with respect to the ROFO Closing DateCompany, such portion issued by the Secretary of such Seller’s Interest which is subject to the assignment) (which assignment shall warrant Seller’s ownership State of the Interest being sold State of Delaware; (vii) 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 a copy of the Seller’s right, title and interest in Organizational Documents of the Company, subject to including any amendments thereto, certified by the terms Secretary of this Agreement. If the Purchaser has elected to have the Seller convey the Seller’s Interest to a designee or nominee State of the Purchaser, State of Delaware; and (viii) to Purchaser the Company shall thereafter continue. In such event, the Purchaser Closing Assignments and the Company shall indemnify the Seller against claims Closing Permit Transfer and liabilities of the Company arising after the date of such conveyanceApproval Documentation, if any. (b) On Purchaser shall have delivered or cause to be delivered (to the Closing Date, if extent not made available before the Purchaser is the remaining Member, then the Purchaser shall, at its option, either Closing): (i) obtain a full release of the to Seller (or a partial release to an Affiliate of Seller designated by Seller), by wire transfer to an account or accounts designated by Seller in writing prior to the event Closing, in immediately available funds, an aggregate amount equal to the Seller continues to be a Member after Pre-Adjustment Amount, less the absolute value of 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 a public liability insurer(s) reasonably acceptable to the Seller; or Adjustment; (ii) cause all such debtsto Seller the Acquired Interests Assignment Agreement, obligations duly executed by Purchaser (or claims to be paid in full on the Closing Date.its designee(s)); (ciii) In to Seller a true, correct and complete copy of the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash binder agreement for the period ending at 11:59 p.m. R&W Policy attached hereto as Exhibit A; and (iv) to Seller each 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 DateAncillary Agreements to which Purchaser (or its Affiliate) is a party.

Closing. (a) At 3.1 The Closing shall take place upon fulfillment by the closing Seller of the conditions precedent specified hereinafter and which Closing shall take place in any event on or before 30th September 2014 or on such date as the parties may otherwise agree: (i) the date Seller shall apply to the High Court of Malaysia to cancel and/or withdraw and/or set aside the order given by the High Court of Malaysian on the 28th April 2014 pertaining to the capital reduction exercise. The High Court of Malaysia shall have issued and the Purchaser shall have received a copy of the closing applied for order which shall provide that the paid-up capital of the purchase by Company shall stand at Ringgit Malaysia Eleven Million Two Hundred Sixty Two Thousand and Two Only (RM11,262,002.00) and the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), issued share capital of the Transferor Member’s Interests which is the subject Company shall remain at 11,262,002 (Eleven million two hundred sixty two thousand two only) of a the right of first offer in accordance with Section 12.2 above R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ One Only (the “ROFO Closing Date”), or RM1.00) each share. (ii) the Buy/Sell title of the Seller to the portion of the Shares being transferred to the Purchaser on the Closing Date being clear and marketable and free from all Encumbrances; (iii) the representations and warranties of the Parties herein contained shall be true and correct and shall be valid and subsisting on the Closing Date; 3.2 The following activities shall take place on the Closing Date: (i) The Seller shall deliver to the Purchaser all original share certificates representing the Shares together with an executed Assignment of Shares which shall be in accordance form satisfactory to the Purchaser and cover all of such share certificates; (ii) Simultaneously with Section 12.1 above, (as the case may bedelivery to the Purchaser of the original share certificates and executed Assignment of Shares and other Closing items described in this Clause 3.2, the “Closing Date”Purchaser shall pay to the Seller the Consideration by way of Wire Transfer to a bank account to be designated by the Seller; (iii) The Seller shall cause the Transferor Member (Company to hold a meeting of its Board of Directors to approve the transfer of the Shares to the Purchaser on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute terms set forth in this Agreement and deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively Purchaser a copy of the resolutions adopted at such meeting which shall be certified by an officer of the Company; (iv) The Seller shall further cause the Company to enter the Purchaser as the case may be, the “Purchaser”), an assignment owner of the Seller’s Interest (or with respect Shares in its Securities Register, and thereafter deliver a certified copy of the updated Securities Register to the ROFO Closing Date, such portion Purchaser; (v) Each Party shall deliver to the other Party a copy of the resolutions of the Board of Directors of such SellerParty which authorize and approve such Party’s Interest which is subject to the assignment) (which assignment shall warrant Seller’s ownership of the Interest being sold to be free execution, delivery 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 performance of this Agreement. If , which shall be certified by an officer of the Purchaser has elected Party. 3.3 By closing the purchase and sale of the Shares described herein, each Party will be deemed to have the Seller convey the Seller’s Interest to a designee or nominee confirmed that all of the Purchaserits Representations and Warranties made herein, 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, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release of the Seller (or a partial release including those in the event the Seller continues to be a Member after the Closing Date in connection with the sale Schedule hereunder written, remain true and accurate as 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 a 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 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.