Common use of Deferred Closing Clause in Contracts

Deferred Closing. (a) The completion of the purchase and sale of the 2nd Installment Shares (the “Deferred Closing”) shall occur at the offices of T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as practicable and as agreed to by the parties hereto, within 14 days from the Company’s filing with the United States Securities and Exchange Commission (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial Statements”), or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Deferred Closing set forth in Sections 3.2(b) and 3.2(c) below have been satisfied or waived by the appropriate party (the “Deferred Closing Date”). (b) The Company’s obligation to complete the purchase and sale of the 2nd Installment Shares and the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at the Deferred Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) receipt by the Company of the 2nd Installment; and (ii) each of the representations and warranties of the Purchaser made herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by Material Adverse Effect, which shall be true and correct in all respects) as of the Deferred 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 specific date. (c) The Purchaser’s obligation to accept delivery of the 2nd Installment Shares, the stock certificate and the 2nd Installment Warrant, and to pay the 2nd Installment at the Deferred Closing, shall be subject to the completion of the Closing in all respects, and to the following conditions, any one or more of which may be waived by the Purchaser: (i) The Company shall have generated, for the period from January 1, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as shall be defined in the Q1 Financial Statements) of at least $2,000,000 from the sale of EMR Products (as defined below), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser prior to the Deferred Closing Date) from sales of the Company (excluding sales by Abraxas Medical Solutions Ltd., a subsidiary of the Company (“Abraxas Medical”)) to the ophthalmology segment (the “Milestone”). If the Milestone shall not be achieved in full, the Purchaser shall not be obligated to invest any portion of the 2nd Installment; provided, that the Purchaser shall be entitled at its sole discretion to invest all or any portion of the 2nd Installment on the terms set forth herein. For the purpose of this Section 3.2, “EMR Product” shall mean all software, installation training, service and maintenance of the Electronic Medical Records and Practice Management;

Deferred Closing. 3.1 Subject to the terms and conditions hereof, the Company may consummate an additional closing or series of closings (a) The completion of the purchase and sale of the 2nd Installment Shares (the “each, a "Deferred Closing”") with an additional lender or lenders (each, an "Additional Lender" and collectively, the "Additional Lenders") on the same terms and conditions set forth in this Agreement; provided that any such Deferred Closings shall occur at the offices of T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as practicable and as agreed to by the parties hereto, within 14 no later than forty five (45) days from the Company’s filing Closing. The aggregate amount to be extended by the Additional Lenders (the "Additional Credit Line Amount") shall, together with the United States Securities Credit Line Amount that was deposited in the Escrow Account at the Closing, not exceed the maximum Credit Line Amount. Simultaneously with the consummation of a Deferred Closing, the Additional Lenders shall execute and Exchange Commission deliver to the Company a joinder agreement in the form to be mutually agreed upon by the Company and the Majority Lenders until the Closing and to be attached as attached as Exhibit ‎3 hereto, pursuant to which each such Additional Lender shall become a party to this Agreement and for all purposes under this Agreement, the Additional Lender shall be deemed to be a "Lender" and the Additional Credit Line Amount shall be deemed to be part of the "Credit Line Amount." 3.2 Following each Deferred Closing (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial Statements”if any), or on the number of Ordinary Shares underlying the Credit Line Warrants shall be increased, such later date or at that following such different location as increase, the parties number of Ordinary Shares underlying each Lender's Credit Line Warrants shall agree in writing, but not prior be equal to the date that the conditions for Deferred Closing set forth in Sections 3.2(b) and 3.2(c) below have been satisfied or waived number obtained by the appropriate party (the “Deferred Closing Date”). (b) The Company’s obligation to complete the purchase and sale of the 2nd Installment Shares and the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at the Deferred Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: multiplying (i) receipt by the Company such number of Ordinary Shares constituting 2% of the 2nd Installment; and Company's share capital on a Fully Diluted Basis as of such Deferred Closing by (ii) each of the representations and warranties of the Purchaser made herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by Material Adverse Effect, which shall be true and correct in all respects) as of the Deferred 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 specific dateFraction. (c) The Purchaser’s obligation to accept delivery of the 2nd Installment Shares, the stock certificate and the 2nd Installment Warrant, and to pay the 2nd Installment at the Deferred Closing, shall be subject to the completion of the Closing in all respects, and to the following conditions, any one or more of which may be waived by the Purchaser: (i) The Company shall have generated, for the period from January 1, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as shall be defined in the Q1 Financial Statements) of at least $2,000,000 from the sale of EMR Products (as defined below), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser prior to the Deferred Closing Date) from sales of the Company (excluding sales by Abraxas Medical Solutions Ltd., a subsidiary of the Company (“Abraxas Medical”)) to the ophthalmology segment (the “Milestone”). If the Milestone shall not be achieved in full, the Purchaser shall not be obligated to invest any portion of the 2nd Installment; provided, that the Purchaser shall be entitled at its sole discretion to invest all or any portion of the 2nd Installment on the terms set forth herein. For the purpose of this Section 3.2, “EMR Product” shall mean all software, installation training, service and maintenance of the Electronic Medical Records and Practice Management;

Deferred Closing. During a period of 90 days following the Closing Date, the Parent may sell and issue, on the same terms and conditions as those contained in this Agreement, at one or more closings (a) The completion of the purchase and sale of the 2nd Installment Shares (the each a “Deferred Closing”), additional Units , the “Additional Units”), in consideration per share equal to the Per Unit Price, to one or more investors (the “Additional Investor(s)”) for an aggregate purchase price that shall occur not exceed US$300,000 (three hundred thousand). As a condition to the issuance of such Additional Units, the Additional Investors shall become a party to this Agreement by executing and delivering a counterpart signature page or a joinder to this Agreement in a form reasonably acceptable to the Company. Exhibit A to this Agreement shall automatically be deemed to be updated to reflect the number of Additional Shares purchased at each such Deferred Closing and the offices Additional Investors. Thereafter, for all purposes under Transaction Documents, each Additional Investor shall be deemed to be an “Investor”, the “Additional Units” shall be deemed to be “Units”, and the additional purchase price for the Additional Units shall be deemed to be part of T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLPthe “Purchase Price”. At each Deferred Closing, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇against payment by each Additional Investor, ▇▇▇ ▇▇▇▇severally and not jointly, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as practicable of its respective purchase price with respect to each Additional Unit purchased by it, the Parent shall deliver to each such Additional Investor a share certificate or book-entry confirmation representing such additional Shares and as agreed to by the parties heretoWarrants, within 14 days from and register the additional Shares and the Warrants in the Company’s filing with the United States Securities and Exchange Commission (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial Statements”), or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Deferred Closing set forth in Sections 3.2(b) and 3.2(c) below have been satisfied or waived by the appropriate party (the “Deferred Closing Date”)Shareholders Register. (b) The Company’s obligation to complete the purchase and sale of the 2nd Installment Shares and the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at the Deferred Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) receipt by the Company of the 2nd Installment; and (ii) each of the representations and warranties of the Purchaser made herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by Material Adverse Effect, which shall be true and correct in all respects) as of the Deferred 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 specific date. (c) The Purchaser’s obligation to accept delivery of the 2nd Installment Shares, the stock certificate and the 2nd Installment Warrant, and to pay the 2nd Installment at the Deferred Closing, shall be subject to the completion of the Closing in all respects, and to the following conditions, any one or more of which may be waived by the Purchaser: (i) The Company shall have generated, for the period from January 1, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as shall be defined in the Q1 Financial Statements) of at least $2,000,000 from the sale of EMR Products (as defined below), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser prior to the Deferred Closing Date) from sales of the Company (excluding sales by Abraxas Medical Solutions Ltd., a subsidiary of the Company (“Abraxas Medical”)) to the ophthalmology segment (the “Milestone”). If the Milestone shall not be achieved in full, the Purchaser shall not be obligated to invest any portion of the 2nd Installment; provided, that the Purchaser shall be entitled at its sole discretion to invest all or any portion of the 2nd Installment on the terms set forth herein. For the purpose of this Section 3.2, “EMR Product” shall mean all software, installation training, service and maintenance of the Electronic Medical Records and Practice Management;

Deferred Closing. (ai) The completion If, as of the Closing, in India, (A) there is an applicable Law then in effect or a Governmental Authority shall have issued or entered an Order that is then in effect, either or both of which has the effect of making the Closing illegal or otherwise prohibiting its consummation with respect to such jurisdiction, or (B) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Authority required to consummate the purchase and sale by the Buyer of the 2nd Installment Shares Indian Business (the “Deferred ClosingClosing Governmental Approvals”) has not been made or obtained, as applicable, then, notwithstanding anything to the contrary in this Agreement, the Indian Business shall occur not be transferred to the Buyer or any of its Affiliates at the offices of T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLPClosing (but the Closing shall otherwise occur with respect to the Business, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇the Company and the Company Subsidiaries (other than the Indian Business)). Thereafter, ▇▇▇ ▇▇▇▇the Indian Business shall be transferred to the Buyer (or its designated Subsidiary) on the fifth (5th) Business Day following the receipt, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as practicable and as agreed satisfaction or waiver (to the extent permitted by the parties hereto, within 14 days from the Company’s filing with the United States Securities and Exchange Commission (the “SEC”applicable Law) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial Statements”), or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for applicable Deferred Closing set forth in Sections 3.2(b) Governmental Approvals (a “Deferred Closing” and 3.2(c) below have been satisfied or waived by the appropriate party (the such date, a “Deferred Closing Date”). (b) The Company’s obligation . In no event shall the Purchase Price payable by the Buyer at the Closing or the Purchase Price as finally determined pursuant to complete the purchase and sale Section 2.04 be reduced or deferred in respect of the 2nd Installment Shares and the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at the Deferred Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) receipt by the Company of the 2nd Installment; andIndian Business. (ii) each of Between the representations Closing Date and warranties of the Purchaser made herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by Material Adverse Effect, which shall be true and correct in all respects) as of the Deferred Closing Date Date, subject to applicable Law and contractual restrictions, the Seller (or its applicable Affiliate) shall (x) hold the Indian Business for the Buyer’s benefit, burden and account, (y) use reasonable best efforts to manage and operate the Indian Business for the Buyer’s benefit, burden and account and in accordance with the Transition Services Agreement, with all benefits (other than the amounts payable to the Seller (or its applicable Affiliate) under the Transition Services Agreement for the Services (as though made at that time defined in the Transition Services Agreement) provided by the Indian Business), burden or liabilities (except other than Indemnified Taxes) generated thereby to be for representations the Buyer’s account and warranties that speak borne by the Buyer, in each case, as of a specific date, which shall be true and correct as of such specific date. (c) The Purchaser’s obligation to accept delivery if the transfer of the 2nd Installment Shares, the stock certificate and the 2nd Installment Warrant, and to pay the 2nd Installment Indian Business had occurred at the Deferred Closing, shall be Closing in accordance with and subject to the completion terms of this Agreement and, (z) the Closing Seller and the Buyer shall cooperate in all respects, and good faith to prepare any necessary exhibits or other agreements in accordance with the following conditions, any one or more of which may be waived Transition Services Agreement as determined reasonably necessary to abide by the Purchaser: (i) The Company shall have generatedterms of this Agreement such that, for the period from January 1between the Closing Date and the Deferred Closing Date, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as the Buyer shall be defined in retain beneficial control over the Q1 Financial Statements) of at least $2,000,000 from the sale of EMR Products (as defined below), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser Indian Business and its service providers prior to the Deferred Closing Dateand shall promptly reimburse the Seller for any associated costs and expenses. (iii) from sales At the Deferred Closing, if any, (A) the Buyer shall deliver to the Seller the documents or other deliverables required to be delivered pursuant to the Indian Transfer Agreement and not previously delivered to the Seller at the Closing, and (B) the Seller shall, and shall cause the relevant Seller to, deliver to the Buyer the documents or other deliverables required to be delivered pursuant to the Indian Transfer Agreement and not previously delivered to the Buyer at the Closing. (iv) In respect of the Company (excluding sales by Abraxas Medical Solutions Ltd.Indian Business, a subsidiary the Buyer and the Seller shall continue to comply through the applicable Deferred Closing Date, solely with respect to the Indian Business, with the covenants of the Company parties contained in Sections 6.01(b) and (“Abraxas Medical”c), Section 6.02 and Section 8.01(f). The Non-Competition and Non-Solicitation Agreement shall not apply with respect to Parent’s, the Seller’s and their respective Affiliates’ continued operation of the Indian Business until the Deferred Closing Date. (v) The parties acknowledge that the portion of the Purchase Price allocable to the ophthalmology segment Indian Business (the “MilestoneIndia Purchase Price”)) shall be paid on the Closing Date. If In the Milestone shall not be achieved event that a local payment of some or all of the relevant India Purchase Price is required in fullIndia on the Deferred Closing Date, the Purchaser Buyer shall not be obligated cause the applicable local Subsidiary of Buyer to invest any portion pay an amount equal to the required local payment to the applicable local Subsidiary of the 2nd Installment; providedSeller on the Deferred Closing Date by wire transfer of immediately available funds to the local bank account to be designated by the Seller in a written notice to the Buyer at least five (5) Business Days before such Deferred Closing. Within five (5) Business Days following the Deferred Closing Date, the Seller shall reimburse, or cause to be reimbursed, to the Buyer an amount equal to the relevant required local payment converted to U.S. dollars at the exchange rate published by the Wall Street Journal, United States Edition, on the applicable Deferred Closing Date (or if the Wall Street Journal is not published on such date, the first date thereafter on which the Wall Street Journal is published), by wire transfer of immediately available funds to the bank account to be designated by the Buyer in a written notice to the Seller at least five (5) Business Days before such Deferred Closing. For Tax purposes, the parties agree that the Purchaser amount so reimbursed shall constitute the amount of the Purchase Price allocated to the Indian Business, and such reimbursement shall constitute an adjustment to the purchase price paid for the Sold Shares, and the parties shall take such positions on their Tax Returns to the maximum extent permitted by Law. (vi) Unless the context clearly requires otherwise, all references in this Agreement to the “Closing” and the “Closing Date” shall, with respect to the Indian Business, be deemed to refer to the applicable “Deferred Closing” and “Deferred Closing Date,” respectively. Unless otherwise indicated, all references to the “Business” in Article 3 and Article 4 of this Agreement shall be entitled at its sole discretion deemed to invest all or any portion of include the 2nd Installment on the terms set forth herein. For the purpose of this Section 3.2, “EMR Product” shall mean all software, installation training, service and maintenance of the Electronic Medical Records and Practice Management;Indian Business.

Deferred Closing. (a) The completion Purchaser is aware that any direct sale or transfer of shares in Linde Colombia S.A., as foreseen under this Agreement, triggers a prior healthcare regulatory approval requirement with the purchase and sale of Colombian healthcare regulator (Superintendencia Nacional de Salud) ("SNS") to be applied for by Linde Colombia S.A. ("Healthcare Approval"). Sellers shall procure that Linde Colombia S.A. will use its reasonable endeavours to obtain the 2nd Installment Shares (the “Deferred Closing”) shall occur at the offices of T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Healthcare Approval as soon as practicable possible following the date hereof and Sellers shall keep Purchaser fully informed of, and shall consult with Purchaser as agreed to by the parties heretoregards to, within 14 days from the Company’s filing any material written or oral contact which Sellers or Linde Colombia S.A. may have with the United States Securities and Exchange Commission (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial Statements”), or on such later date or at such different location as the parties shall agree SNS in writing, but not prior relation to the date that process of obtaining the conditions for Deferred Closing set forth in Sections 3.2(b) and 3.2(c) below Healthcare Approval. The process of obtaining the Healthcare Approval does, however, not have been satisfied or waived to be completed by the appropriate party (the “Deferred Closing Date”)Closing. (b) The Company’s obligation to complete If, at Closing, the purchase and sale Healthcare Approval has not been obtained, the closing of the 2nd Installment Shares sale and transfer of the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at the Deferred Closing Colombian Entities shall be subject to the following conditions, any one or more of which may be waived by the Company:deferred as set out below ("Deferred Closing"): (i) receipt the transfer of the shares in the Colombian Entities from the respective Linde Sellers to Purchaser as foreseen under this Agreement, particularly according to clauses 3 and 9 shall not take place on the Closing Date, whereas the transfer of the shares in all other Target Companies from the respective Local Sellers to Purchaser as foreseen under this Agreement shall take place on the Closing Date; (ii) the Parties shall procure the transfer of the shares in the Colombian Entities from the respective Linde Sellers to Purchaser as soon as reasonably possible following the date on which the Healthcare Approval is obtained (the date on which such transfer occurs the "Colombian Transfer Date"), provided that clauses 9.1 and 9.2 shall apply mutatis mutandis; (iii) the obligations of Sellers on the conduct of business foreseen under clause 15.1 shall apply with respect to the Colombian Entities, until the Deferred Closing has occurred, for as long as the Sellers can influence and exercise control over the respective entities, provided that any financing of the Colombian Entities by the Company Sellers during such period shall per se not constitute a violation of the 2nd Installmentcovenant in clause 15.1 if (i) it is in line with the budget or (ii) the Purchaser has given its prior consent (not to be unreasonably withheld or delayed), and any agreed financing shall be reversed between the Parties at the Deferred Closing; (iv) irrespective of the postponement pursuant to clause 9.5(b)(i) and (ii) of the transfer of the shares in the Colombian Entities, for the time period between the Closing Date and the Colombian Transfer Date, Purchaser acquires the shares in the Colombian Entities economically with effect as of the Financial Closing Date; (v) the Sellers shall for the time period until the Colombian Transfer Date, put in place adequate arrangements to comply with hold separate requirements if requested by competent Governmental Entities, which may include the involvement of a trustee to be appointed by or upon request by such Governmental Entities, provided that in such case Sellers shall use commercially reasonable efforts to have the trustee pursue the business in the ordinary course; and (iivi) each the Parties shall, all acting reasonably, agree on the conclusion of appropriate additional transitional services and product supplies to be entered into by the representations relevant member of Sellers' Groups or Purchaser's Group on the one hand, and warranties of the Purchaser made herein shall be true and correct in all material respects (except Colombian Entities on the other hand, for those representations and warranties that are qualified by Material Adverse Effect, which shall be true and correct in all respects) as of the Deferred time period between 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 specific datethe Colombian Transfer Date. (c) The Purchaser’s obligation to accept delivery of the 2nd Installment Shares, the stock certificate Sellers shall indemnify and hold harmless Purchaser and the 2nd Installment WarrantColombian Entities, and to pay respectively, from the 2nd Installment at the Deferred Closing, shall be subject to the completion amount of the Closing in all respects, and to the following conditions, any one or more of which may be waived by the Purchaser: (i) The Company shall have generated, for the period from January 1, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as shall be defined Leakage occurred in the Q1 time period commencing immediately after the Financial Statements) of at least $2,000,000 from Closing Date and ending on the sale of EMR Products (as defined below), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser prior to the Deferred Closing Date) from sales of the Company (excluding sales by Abraxas Medical Solutions Ltd., a subsidiary of the Company (“Abraxas Medical”)) to the ophthalmology segment (the “Milestone”). If the Milestone shall not be achieved in full, the Purchaser shall not be obligated to invest any portion of the 2nd Installment; Colombian Transfer Date provided, that the Purchaser shall be entitled at its sole discretion to invest all or any portion of the 2nd Installment on the terms set forth herein. For the purpose for purposes of this Section 3.2, “EMR Product” shall mean all software, installation training, service and maintenance of the Electronic Medical Records and Practice Management;clause 9.5

Deferred Closing. The closing with respect to the Unfinished Goods and Trade Payables (athe "Deferred Closing") The completion shall be consummated at 10:00 A.M., local time on the first day following the termination of the purchase and sale of the 2nd Installment Shares (the “Deferred Closing”) shall occur Contract Manufacturing Agreement, at the offices of TSidley & Austin, ▇▇▇ ▇▇▇▇▇ S▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as practicable and as agreed to by the parties hereto, within 14 days from the Company’s filing with the United States Securities and Exchange Commission (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial Statements”), or on such later date or at such different location other place or at such other time as shall be agreed upon by Buyer and Parent. At the parties Deferred Closing: (a) MedSurg shall agree in writingsell, but not prior transfer, assign, convey and deliver to Buyer, and Buyer shall purchase, free and clear of all Encumbrances (except for Permitted Encumbrances), the date that the conditions for Deferred Closing set forth in Sections 3.2(b) and 3.2(c) below have been satisfied or waived by the appropriate party (the “Deferred Closing Date”).Unfinished Goods; (b) The Company’s obligation to complete the purchase and sale of the 2nd Installment Shares and the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at Buyer shall assume all liabilities for the Deferred Closing Trade Payables and shall be subject deliver to MedSurg the following conditions, any one or more Instrument of which may be waived Assumption duly executed by the Company:Buyer as set forth in Exhibit B-2; (c) Parent shall (i) receipt by provide any documents, instruments or assignments, including the Company Instrument of Assignment as set forth in Exhibit A-2 and (ii) take all steps and actions as Buyer may reasonably request or as may be necessary to put Buyer in actual possession or control of the 2nd InstallmentUnfinished Goods and Trade Payables; (d) Notwithstanding Sections 2.4(p) or 8.5 of this Agreement, Buyer shall pay MedSurg on the date of the Deferred Closing as additional purchase price an amount equal to the lesser of: (i) the sum of (A) $250,000, and (B) any unused vacation accrued on the books of MedSurg as of the date of the Deferred Closing and any severance, in each case payable to the employees of MedSurg as a result of any termination of employment as of the date of the Deferred Closing; or (ii) $1,200,000, by wire transfer of immediately available funds to an account in the United States specified by Parent in writing to Buyer at least two business days prior to the Deferred Closing; and (iie) each MedSurg shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase free and clear of the representations and warranties of the Purchaser made herein shall be true and correct in all material respects Encumbrances (except for those representations Permitted Encumbrances), the name "MedSurg Industries, Inc." and warranties that are qualified by Material Adverse Effect, which MedSurg shall be true and correct in all respects) as of promptly after the Deferred Closing Date as though made at change its corporate name to a name that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date. (c) The Purchaser’s obligation to accept delivery of the 2nd Installment Shares, the stock certificate and the 2nd Installment Warrant, and to pay the 2nd Installment at the Deferred Closing, shall be subject to the completion of the Closing in all respects, and to the following conditions, any one or more of which may be waived by the Purchaser: (i) The Company shall have generated, for the period from January 1, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as shall be defined in the Q1 Financial Statements) of at least $2,000,000 from the sale of EMR Products (as defined below), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser prior to the Deferred Closing Date) from sales of the Company (excluding sales by Abraxas Medical Solutions Ltd., a subsidiary of the Company (“Abraxas Medical”)) to the ophthalmology segment (the “Milestone”). If the Milestone shall does not be achieved in full, the Purchaser shall not be obligated to invest any portion of the 2nd Installment; provided, that the Purchaser shall be entitled at its sole discretion to invest all include "MedSurg" or any portion of the 2nd Installment on the terms set forth herein. For the purpose of this Section 3.2, “EMR Product” shall mean all software, installation training, service and maintenance of the Electronic Medical Records and Practice Management;variation thereof.

Deferred Closing. (a) The completion In the event that all the conditions precedent in Clause 4.1 have been fulfilled or waived, save for one or more of the purchase and sale of the 2nd Installment Shares those conditions precedent set out in Clause 4.1, (the “Deferred Conditions”), which relate only to the Shares of JV Eurecat, (the “Deferred Jurisdiction”), then: 6.5.1 the Closing shall proceed in terms of Clause 6.1 in respect of all other Shares and Businesses (other than the Deferred Jurisdiction) as if the Deferred Conditions were not conditions precedent to said Closing”) ; 6.5.2 Closing in respect of the Deferred Jurisdiction shall occur commence at 11.00 CET on the last Business Day of the month in which the Parties receive notification of the satisfaction or waiver of the Deferred Conditions relating to the Deferred Jurisdiction (day of notification excluded), and shall take place in Amsterdam, the Netherlands, at the offices of T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLPSeller’s Lawyers, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇or at such other location, ▇▇▇ ▇▇▇▇time or date as may be agreed between Seller and Purchaser, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at which Closing Purchaser shall pay to Seller such amount as soon as practicable determined by written agreement between Seller and as agreed to by the parties heretoPurchaser, within 14 days from the Company’s filing with the United States Securities and Exchange Commission (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial StatementsDeferred Purchase Price”); 6.5.3 in respect of the Deferred Jurisdiction, or on such later date or at such different location as the parties shall agree references in writingthis Agreement, but not prior excluding Clause 9.3, to the date that Closing or the conditions for Effective Time shall be deemed to be references to such deferred Closing and the end of the day on which such deferred Closing commences; 6.5.4 if, notwithstanding the Parties’ best efforts under Clause 4 and this Clause 6.5, any of the Deferred Closing set forth in Sections 3.2(b) and 3.2(c) below Conditions have not been satisfied or waived by on or before the appropriate party (the “Deferred Closing Date”date set in Clause 6.4.1(ii)(b). (b) The Company’s obligation , this Agreement will cease to complete the purchase and sale apply in respect of the 2nd Installment Deferred Jurisdiction as if the Shares and relating to such Deferred Jurisdiction were never included in the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at the Deferred Closing shall be subject to the following conditions, any one or more of which may be waived by the Companysale under this Agreement and: (i) receipt by Seller shall repay to Purchaser the Company amount equal to the difference between (a) the portion of the 2nd InstallmentBid Value allocated to the Deferred Jurisdiction by agreement between the Parties, and (b) the Deferred Purchase Price; and (ii) each of the representations and warranties of the Purchaser made herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by Material Adverse Effect, which shall be true and correct in all respects) as of the Deferred 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 specific date. (c) The Purchaser’s have no obligation to accept delivery of the 2nd Installment Shares, the stock certificate and the 2nd Installment Warrant, and to pay the 2nd Installment at Deferred Purchase Price to Seller; and 6.5.5 the Parties shall co-operate to ensure that, until Closing occurs in respect of, or Clause 6.5.4 becomes applicable to, a Deferred ClosingJurisdiction, shall be subject to services and commercial relations between, on the completion of one hand, the Closing Companies, Businesses and Joint Ventures in all respects, and to the following conditions, any one or more respect of which may be waived by Closing does take place, and, on the Purchaser: (i) The Company shall have generatedother hand, for the period from January 1, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as shall be defined in the Q1 Financial Statements) of at least $2,000,000 from the sale of EMR Products (as defined below), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser prior Joint Venture relating to the Deferred Closing Date) from sales Jurisdiction, are maintained and rendered in the ordinary course of the Company (excluding sales by Abraxas Medical Solutions Ltd., a subsidiary of the Company (“Abraxas Medical”)) to the ophthalmology segment (the “Milestone”). If the Milestone shall not be achieved in full, the Purchaser shall not be obligated to invest any portion of the 2nd Installment; provided, that the Purchaser shall be entitled at its sole discretion to invest all or any portion of the 2nd Installment on the terms set forth herein. For the purpose of this Section 3.2, “EMR Product” shall mean all software, installation training, service and maintenance of the Electronic Medical Records and Practice Management;business.

Deferred Closing. (a) The completion As of the purchase Closing, if, and sale only if, any of the 2nd Installment Shares actions specified in Section 2.15 of the Disclosure Schedule with respect to the assignment and assumption of the Transferred Assets and Assumed Liabilities of the Deferred Business (the “Deferred Closing Actions”), have not been completed, then the closing of the transactions contemplated hereby (a “Deferred Closing”) with respect to the Deferred Business shall occur at the offices of T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ take place as soon as practicable and as agreed to by possible following the parties hereto, within 14 days from the Company’s filing with the United States Securities and Exchange Commission (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial Statements”), or on such later date or at such different location as the parties shall agree in writingClosing, but not prior in any event within three Business Days, after the date on which all of the conditions described in Section 2.15(b) and Section 2.15(c) are satisfied or, to the date that extent permitted by Applicable Law, waived with respect to the conditions for Deferred Closing set forth in Sections 3.2(b) and 3.2(c) below have been satisfied or waived by the appropriate party Business (the each, a “Deferred Closing Date”). (b) The Company’s obligation of Buyer to complete the purchase and sale of the 2nd Installment Shares and the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at consummate the Deferred Closing shall be subject to the satisfaction or, in the sole discretion of Buyer, waiver, at or prior to the Deferred Closing Date, of each of the following conditions, any one or more of which may be waived by the Company: (i) receipt by all the Company of the 2nd InstallmentDeferred Closing Actions shall have been completed in all material respects; and (ii) each no order, decree or judgment of any Governmental Authority having competent jurisdiction shall prohibit the representations and warranties of the Purchaser made herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by Material Adverse Effect, which shall be true and correct in all respects) as consummation of the Deferred 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 specific dateClosing. (c) The Purchaser’s obligation of Seller to accept delivery of the 2nd Installment Shares, the stock certificate and the 2nd Installment Warrant, and to pay the 2nd Installment at consummate the Deferred Closing, Closing shall be subject to the completion of the Closing in all respectssatisfaction or, and to the following conditions, any one or more of which may be waived by the Purchaser: (i) The Company shall have generated, for the period from January 1, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as shall be defined in the Q1 Financial Statements) sole discretion of Seller, waiver, at least $2,000,000 from the sale of EMR Products (as defined below), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser or prior to the Deferred Closing Date) from sales , of the Company (excluding sales by Abraxas Medical Solutions Ltd., a subsidiary condition that no provision of any Applicable Law shall prohibit consummation of the Company Deferred Closing. (“Abraxas Medical”)d) At the Deferred Closing: #88639600v31 (i) Buyer shall, or shall cause its Affiliates to, deliver to Seller any of the documents or other deliverables required to be delivered pursuant to Section 2.10 to the ophthalmology segment extent related to the Deferred Business and not previously delivered to Seller; and (the “Milestone”). If the Milestone ii) Seller shall not deliver, or cause to be achieved in fulldelivered, the Purchaser shall not be obligated to invest Buyer any portion of the 2nd Installment; provided, that documents required to be delivered pursuant to Section 2.10 to the Purchaser shall be entitled at its sole discretion extent related to invest all or any portion of the 2nd Installment on the terms set forth herein. For the purpose of this Section 3.2, “EMR Product” shall mean all software, installation training, service Deferred Business and maintenance of the Electronic Medical Records and Practice Management;not previously delivered by Seller.

Deferred Closing. (a) The completion In the event that all Conditions Precedent have been fulfilled or waived, save for one or more of those Conditions Precedent that apply to certain part of the purchase and sale of JV Activities in certain jurisdictions, the 2nd Installment Shares Parties can agree that the Closing will occur except with respect to such JV Activities (the “Deferred ClosingActivities”) shall occur at the offices of T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as practicable and as agreed to by the parties hereto, within 14 days from the Company’s filing with the United States Securities and Exchange Commission (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial Statements”), or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Deferred Closing set forth in Sections 3.2(b) and 3.2(c) below have the relevant jurisdiction will be deferred until the relevant Condition Precedent has been satisfied fulfilled or waived by the appropriate party (the “Deferred Closing DateCondition”).. In that case: 5.4.1 Closing shall proceed on the terms of Clause 5.1 in respect of all other JV Activities (b) The Company’s obligation to complete the purchase and sale of the 2nd Installment Shares and the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at other than the Deferred Closing shall be subject Activities with respect to which the following conditions, any one conditions precedent have not been fully met or more of which may be waived by the Company: (i) receipt by the Company of the 2nd Installment; and (ii) each of the representations and warranties of the Purchaser made herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by Material Adverse Effect, which shall be true and correct in all respectswaived) as if the Deferred Condition was not Condition Precedent to said Closing, provided that the post Closing adjustments pursuant to Clause 6 shall exclude the Deferred Activities; 5.4.2 Closing in respect of the Deferred Closing Date as though made Activities shall commence at that time 11.00 CET on the 3rd (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date. (cthird) The Purchaser’s obligation to accept delivery Business Day after notification of the 2nd Installment Shares, the stock certificate and the 2nd Installment Warrant, and to pay the 2nd Installment at satisfaction or waiver of the Deferred Closing, shall be subject to the completion of the Closing in all respects, and to the following conditions, any one or more of which may be waived by the Purchaser: (i) The Company shall have generated, for the period from January 1, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as shall be defined in the Q1 Financial Statements) of at least $2,000,000 from the sale of EMR Products (as defined below), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser prior Condition relating to the Deferred Activities (day of notification excluded), and shall take place at such location, time or date as may be agreed between the Parties; 5.4.3 in respect of the Deferred Activities, references in the Agreement to Closing and Closing Date shall be deemed to be references to such deferred Closing and deferred Closing Date) from sales of the Company (excluding sales by Abraxas Medical Solutions Ltd., a subsidiary of the Company (“Abraxas Medical”)) to the ophthalmology segment (the “Milestone”). If the Milestone shall not be achieved in fulland, unless Parties agree otherwise, the Purchaser post-Closing adjustments pursuant to Clause 6 shall not be obligated apply, mutatis mutandis, to invest any portion of such deferred Closing; 5.4.4 the 2nd Installment; providedParties shall co-operate to ensure that, that until Closing occurs in respect of, or Clause 5.4.3 becomes applicable to, the Purchaser shall be entitled at its sole discretion to invest all or any portion of the 2nd Installment Deferred Activities, services and commercial relations between, on the terms set forth herein. For one hand, the purpose JV Companies and JV Businesses in respect of this Section 3.2which Closing did take place, “EMR Product” shall mean all softwareand, installation trainingon the other hand, service the Deferred Activities, are maintained and maintenance rendered in the ordinary course of the Electronic Medical Records and Practice Management;business.

Deferred Closing. (a) The completion Notwithstanding anything to the contrary herein (including in this Article II and Article VII), the conveyance, assignment, employment, transfer, delivery and acceptance, as applicable, of (i) the Transferred Assets (the “Deferred Assets”) located in the jurisdictions listed on Section 2.07(a) of the purchase Disclosure Schedule (the “Deferred Closing Jurisdictions”), and sale the assumption of the 2nd Installment Shares Transferred Liabilities (the “Deferred Liabilities”) to the extent relating to the MMIS Business conducted in the Deferred Closing Jurisdictions or to the extent relating to such Deferred Assets, (ii) the Transferred Employees located in the deferred Closing Jurisdictions (the “Deferred Employees”) and (iii) the Transferred Equity Interests (the “Deferred Transferred Equity Interests”) in respect of a Transferred Entity incorporated or organized under the Laws of a Deferred Closing Country (any such Transferred Entity, a “Deferred Subsidiary”), in each case of the foregoing clauses (i), (ii) and (iii), shall not occur until the conditions described on Section 2.07(a) of the Disclosure Schedule with respect to any such Deferred Closing Country (and any Deferred Asset, Deferred Liability, Deferred Employee, Deferred Transferred Equity Interests or Deferred Subsidiary, as applicable) are satisfied (the “Deferred Closing Conditions”), which may, but shall not be required to, occur on the Closing Date. (b) With respect to each Deferred Closing Country, from the Closing until such time as Deferred Closing occurs: (i) until the Deferred Closing Conditions are satisfied, each of Purchaser and its Affiliates, on the one hand, and the Remaining Seller Group, on the other hand, shall provide or cause to be provided to the other parties all commercially reasonable assistance as is reasonably requested in connection with satisfying the applicable Deferred Closing Conditions; provided that none of the Remaining Seller Group shall be required to take any Extraordinary Actions in connection therewith; (ii) solely to the extent not prohibited by the terms of applicable Law, the Remaining Seller Group shall operate such Deferred Assets and the business of the Deferred Subsidiaries in the Ordinary Course of Business on Purchaser’s behalf and at Purchaser’s lawful and reasonable direction and use reasonable best efforts to cooperate in any lawful and commercially reasonable Back-to-Back Arrangement proposed by Purchaser under which Purchaser shall obtain (without infringing upon the legal rights of any third party or Governmental Authority or violating any Law) for no additional consideration the benefits and assume the obligations associated with owning and operating the Deferred Assets and the business of each Deferred Subsidiary or employing the Deferred Employees for the period between the Closing and the Deferred Closing with respect to such Deferred Assets, Deferred Subsidiary or employing the Deferred Employees (it being the intent of such actions to put the parties in the same net economic position (on a cash basis) as if such Deferred Assets, Deferred Subsidiaries or Deferred Employees were transferred to, and such Deferred Liabilities were assumed by, Purchaser at the Closing); provided that to the extent that the Transition Services Agreement contemplates the terms of any Back-to-Back Arrangement with respect to any Deferred Asset, Deferred Liability, Deferred Employee, Deferred Transferred Equity Interests or Deferred Subsidiary, the terms set forth in the Transition Services Agreement shall govern with respect to any such Back-to-Back Arrangement. (c) The conveyance, assignment, transfer, delivery and acceptance of the Deferred Assets and the Deferred Transferred Equity Interests, the assumption of the Deferred Liabilities, and the employment of the Deferred Employees with respect to a Deferred Closing Country shall if reasonably practicable take place at the Closing or otherwise as promptly as reasonably practicable thereafter when such Deferred Closing Conditions are satisfied (each such closing, a “Deferred Closing”) shall occur at the offices of T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as practicable and as agreed to by the parties hereto, within 14 days from the Company’s filing with the United States Securities and Exchange Commission (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial Statements”), or on such later date or be held at such different location place as the parties shall Seller and Purchaser may agree in writing, but not prior to the date that the conditions for writing (each day on which a Deferred Closing set forth in Sections 3.2(b) and 3.2(c) below have been satisfied or waived by the appropriate party (the takes place, being a “Deferred Closing Date”). (b) The Company’s obligation to complete the purchase . At each Deferred Closing, Seller and sale of the 2nd Installment Shares and the 2nd Installment WarrantPurchaser shall, and shall cause their respective Controlled Affiliates to, execute and deliver the stock certificate such documents and the 2nd Installment Warrant instruments, as may be reasonably necessary to the Purchaser at transfer the Deferred Closing shall be subject to Assets or the following conditionsDeferred Transferred Equity Interests, any one or more of which may be waived by the Company: (i) receipt by the Company of the 2nd Installment; and (ii) each of the representations and warranties of the Purchaser made herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by Material Adverse Effect, which shall be true and correct in all respects) as assumption of the Deferred 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 specific date. (c) The Purchaser’s obligation to accept delivery Liabilities or employment of the 2nd Installment Shares, the stock certificate and the 2nd Installment Warrant, and to pay the 2nd Installment at the Deferred Closing, shall be subject to the completion of the Closing in all respects, and to the following conditions, any one or more of which may be waived by the Purchaser: (i) The Company shall have generated, for the period from January 1, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as shall be defined in the Q1 Financial Statements) of at least $2,000,000 from the sale of EMR Products (as defined below), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser prior to the Deferred Closing Date) from sales of the Company (excluding sales by Abraxas Medical Solutions Ltd., a subsidiary of the Company (“Abraxas Medical”)) to the ophthalmology segment (the “Milestone”). If the Milestone shall not be achieved in full, the Purchaser shall not be obligated to invest any portion of the 2nd Installment; provided, that the Purchaser shall be entitled at its sole discretion to invest all or any portion of the 2nd Installment on the terms set forth herein. For the purpose of this Section 3.2, “EMR Product” shall mean all software, installation training, service and maintenance of the Electronic Medical Records and Practice Management;Employees.

Deferred Closing. (a) The completion Purchaser is aware that any direct sale or transfer of shares in Linde Colombia S.A., as foreseen under this Agreement, triggers a prior healthcare regulatory approval requirement with the purchase and sale of Colombian healthcare regulator (Superintendencia Nacional de Salud) ("SNS") to be applied for by Linde Colombia S.A. ("Healthcare Approval"). Sellers shall procure that Linde Colombia S.A. will use its reasonable endeavours to obtain the 2nd Installment Shares (the “Deferred Closing”) shall occur at the offices of T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Healthcare Approval as soon as practicable possible following the date hereof and Sellers shall keep Purchaser fully informed of, and shall consult with Purchaser as agreed to by the parties heretoregards to, within 14 days from the Company’s filing any material written or oral contact which Sellers or Linde Colombia S.A. may have with the United States Securities and Exchange Commission (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial Statements”), or on such later date or at such different location as the parties shall agree SNS in writing, but not prior relation to the date that process of obtaining the conditions for Deferred Closing set forth in Sections 3.2(b) and 3.2(c) below Healthcare Approval. The process of obtaining the Healthcare Approval does, however, not have been satisfied or waived to be completed by the appropriate party (the “Deferred Closing Date”)Closing. (b) The Company’s obligation to complete If, at Closing, the purchase and sale Healthcare Approval has not been obtained, the closing of the 2nd Installment Shares sale and transfer of the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at the Deferred Closing Colombian Entities shall be subject to the following conditions, any one or more of which may be waived by the Company:deferred as set out below ("Deferred Closing"): (i) receipt the transfer of the shares in the Colombian Entities from the respective Linde Sellers to Purchaser as foreseen under this Agreement, particularly according to clauses 3 and 9 shall not take place on the Closing Date, whereas the transfer of the shares in all other Target Companies from the respective Local Sellers to Purchaser as foreseen under this Agreement shall take place on the Closing Date; (ii) the Parties shall procure the transfer of the shares in the Colombian Entities from the respective Linde Sellers to Purchaser as soon as reasonably possible following the date on which the Healthcare Approval is obtained (the date on which such transfer occurs the "Colombian Transfer Date"), provided that clauses 9.1 and 9.2 shall apply mutatis mutandis; (iii) the obligations of Sellers on the conduct of business foreseen under clause 15.1 shall apply with respect to the Colombian Entities, until the Deferred Closing has occurred, for as long as the Sellers can influence and exercise control over the respective entities, provided that any financing of the Colombian Entities by the Company Sellers during such period shall per se not constitute a violation of the 2nd Installmentcovenant in clause 15.1 if (i) it is in line with the budget or (ii) the Purchaser has given its prior consent (not to be unreasonably withheld or delayed), and any agreed financing shall be reversed between the Parties at the Deferred Closing; (iv) irrespective of the postponement pursuant to clause 9.5(b)(i) and (ii) of the transfer of the shares in the Colombian Entities, for the time period between the Closing Date and the Colombian Transfer Date, Purchaser acquires the shares in the Colombian Entities economically with effect as of the Financial Closing Date; (v) the Sellers shall for the time period until the Colombian Transfer Date, put in place adequate arrangements to comply with hold separate requirements if requested by competent Governmental Entities, which may include the involvement of a trustee to be appointed by or upon request by such Governmental Entities, provided that in such case Sellers shall use commercially reasonable efforts to have the trustee pursue the business in the ordinary course; and (iivi) each the Parties shall, all acting reasonably, agree on the conclusion of appropriate additional transitional services and product supplies to be entered into by the representations relevant member of Sellers' Groups or Purchaser's Group on the one hand, and warranties of the Purchaser made herein shall be true and correct in all material respects (except Colombian Entities on the other hand, for those representations and warranties that are qualified by Material Adverse Effect, which shall be true and correct in all respects) as of the Deferred time period between 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 specific datethe Colombian Transfer Date. (c) The Purchaser’s obligation to accept delivery of the 2nd Installment Shares, the stock certificate Sellers shall indemnify and hold harmless Purchaser and the 2nd Installment WarrantColombian Entities, respectively, from the amount of any Leakage occurred in the time period commencing immediately after the Financial Closing Date and ending on the Colombian Transfer Date provided, that for purposes of this clause 9.5(c) the term Leakage shall refer only to pay Leakage from the 2nd Installment at Colombian Entities. (d) At the Deferred Closing, shall be subject to the completion of the Closing in all respects, and to the following conditions, any one or more of which may be waived by the Purchaser: Colombian Transfer Date (i) The Company each Seller shall have generatedperform or procure performance of the actions with respect to the Colombian Entities as per clause 9.3; and (ii) Purchaser shall perform or procure performance of the actions with respect to the Colombian Entities as per clause 9.3, provided that the payment of the Purchase Price shall, for the period from January 1Deferred Closing mean the payment of such part of the Purchase Price that has been deferred by Purchaser on Closing (without any interest). (e) Should the Colombian Transfer Date not have occurred within eight (8) months and twenty-five (25) calendar days after the date of this Agreement, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as shall be defined in the Q1 Financial Statements) of at least $2,000,000 from each Party may request that the sale of EMR Products (as defined below)and acquisition for the DivestCos pertaining to Colombia pursuant to this Agreement is terminated and the steps that have been taken to implement such sale and transfer are unwound, of which at least $1,000,000 is generated (as shall be evidenced in writing to unless the Purchaser prior to respective Party requesting the termination and unwinding wilfully prevented the Deferred Closing Dateto occur. Unwinding for the purposes thereof shall mean that the Parties shall (i) from sales no longer be obliged to perform the sale and acquisition for the DivestCos pertaining to Colombia pursuant to this Agreement, and (ii) repay any Adjustment Payments that have been made pursuant to clause clause 4.1 (a) through (g) in respect of the Company (excluding sales by Abraxas Medical Solutions Ltd.Colombian Entities, a subsidiary for which the transaction is terminated, that have been included in the calculation of the Company (“Abraxas Medical”)) to Purchase Price and as shown in the ophthalmology segment (the “Milestone”). If the Milestone shall not be achieved in full, the Purchaser shall not be obligated to invest any portion of the 2nd Installment; provided, that the Purchaser shall be entitled at its sole discretion to invest all or any portion of the 2nd Installment on the terms set forth herein. For the purpose of this Section 3.2, “EMR Product” shall mean all software, installation training, service and maintenance of the Electronic Medical Records and Practice Management;Closing Statement.

Deferred Closing. (a) The completion Notwithstanding anything to the contrary herein, if, as of the purchase Closing, the French Put Option Exercise has not occurred, then, notwithstanding anything to the contrary in this Agreement, the French Entity (the “Deferred Purchased Entity”) shall not be transferred to Purchasers at the Closing (but the Closing shall otherwise occur with respect to the Purchased Entities (other than the Deferred Purchased Entity), Purchased Assets (other than Purchased Assets held by the Deferred Purchased Entity) and sale Assumed Liabilities). Subject to the French Put Option Exercise occurring before the expiry of the 2nd Installment Shares Option Period in accordance with the terms of the French Put Option Agreement, such Deferred Purchased Entity shall be transferred to Purchasers on the fifth (5th) Business Day following the French Put Option Exercise (the “Deferred Closing”) shall occur at the offices of T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP” and such date, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as practicable and as agreed to by the parties hereto, within 14 days from the Company’s filing with the United States Securities and Exchange Commission (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial Statements”), or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Deferred Closing set forth in Sections 3.2(b) and 3.2(c) below have been satisfied or waived by the appropriate party (the “Deferred Closing Date”)) with respect to the Deferred Closing Jurisdiction. In no event shall the Closing Purchase Price payable by Purchasers at the Closing or the Final Purchase Price be reduced or deferred in respect of the Deferred Purchased Entity, it being understood, for the avoidance of doubt, that the Cash Amounts, Indebtedness, Transaction Expenses and Working Capital of or relating to the Deferred Purchased Entity as of the Measurement Time, will be included in determining the Closing Cash Amounts, the WC Adjustment Amount, the Closing Indebtedness and the Transaction Expenses pursuant to Section 2.9. For purposes of Article X only and subject to the Deferred Closing, Purchasers shall be deemed to have assumed the Assumed Liabilities of or relating to the Deferred Purchased Entity on the Closing Date. (b) The Company’s obligation to complete the purchase and sale of the 2nd Installment Shares and the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at At the Deferred Closing shall be subject to the following conditionsClosing, any one or more of which may be waived by the Company: if any, (i) receipt by the Company Purchasers shall deliver to Seller (on behalf of the 2nd Installment; and relevant Seller Entity) the documents or other deliverables required to be delivered pursuant to Section 2.8(a) to the extent related to the Deferred Purchased Entity and not previously delivered to Seller (on behalf of the relevant Seller Entity) at the Closing, and (ii) each of Seller shall, and shall cause the representations and warranties of relevant Seller Entity to, deliver to Purchasers the Purchaser made herein shall documents or other deliverables required to be true and correct in all material respects (except for those representations and warranties that are qualified by Material Adverse Effect, which shall be true and correct in all respectsdelivered pursuant to Section 2.8(b) as of to the extent related to the Deferred Closing Date Purchased Entity and not previously delivered to Purchasers at the Closing, in each case 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 specific dateapplicable. (c) The Purchaser’s obligation to accept delivery In respect of the 2nd Installment SharesDeferred Purchased Entity, the stock certificate Purchasers and the 2nd Installment Warrant, and Seller shall continue to pay the 2nd Installment at the Deferred Closing, shall be subject to the completion of the Closing in all respects, and to the following conditions, any one or more of which may be waived by the Purchaser: (i) The Company shall have generated, for the period from January 1, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as shall be defined in the Q1 Financial Statements) of at least $2,000,000 from the sale of EMR Products (as defined below), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser prior to comply through the Deferred Closing Date) from sales , solely with respect to such Deferred Purchased Entity, with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of Seller contained in Section 5.2 and the covenants of the Company (excluding sales by Abraxas Medical Solutions Ltd., a subsidiary of the Company (“Abraxas Medical”)) to the ophthalmology segment (the “Milestone”). If the Milestone shall not be achieved parties contained in full, the Purchaser shall not be obligated to invest any portion of the 2nd Installment; provided, that the Purchaser shall be entitled at its sole discretion to invest all or any portion of the 2nd Installment on the terms set forth herein. For the purpose of this Section 3.2, “EMR Product” shall mean all software, installation training, service and maintenance of the Electronic Medical Records and Practice Management;5.1.

Deferred Closing. (a) The completion of the purchase and sale of the 2nd Installment Shares (the “Deferred Closing”) shall occur at the offices of T▇▇▇▇▇▇▇▇ S▇▇▇▇▇▇▇ LLP, 4▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as practicable and as agreed to by the parties hereto, within 14 days from the Company’s filing with the United States Securities and Exchange Commission (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial Statements”), or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Deferred Closing set forth in Sections 3.2(b) and 3.2(c) below have been satisfied or waived by the appropriate party (the “Deferred Closing Date”). (b) The Company’s obligation to complete the purchase and sale of the 2nd Installment Shares and the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at the Deferred Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) receipt by the Company of the 2nd Installment; and (ii) each of the representations and warranties of the Purchaser made herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by Material Adverse Effect, which shall be true and correct in all respects) as of the Deferred 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 specific date. (c) The Purchaser’s obligation to accept delivery of the 2nd Installment Shares, the stock certificate and the 2nd Installment Warrant, and to pay the 2nd Installment at the Deferred Closing, shall be subject to the completion of the Closing in all respects, and to the following conditions, any one or more of which may be waived by the Purchaser: (i) The Company shall have generated, for the period from January 1, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as shall be defined in the Q1 Financial Statements) of at least $2,000,000 from the sale of EMR Products (as defined below), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser prior to the Deferred Closing Date) from sales of the Company (excluding sales by Abraxas Medical Solutions Ltd., a subsidiary of the Company (“Abraxas Medical”)) to the ophthalmology segment (the “Milestone”). If the Milestone shall not be achieved in full, the Purchaser shall not be obligated to invest any portion of the 2nd Installment; provided, that the Purchaser shall be entitled at its sole discretion to invest all or any portion of the 2nd Installment on the terms set forth herein. For the purpose of this Section 3.2, “EMR Product” shall mean all software, installation training, service and maintenance of the Electronic Medical Records and Practice Management;

Deferred Closing. (a) The completion closing (the “Deferred Closing”) of the purchase and sale of the 2nd Installment Shares equity interests in ClosetMaid China (the “Deferred Closing”) shall occur at the offices of T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as practicable and as agreed to by the parties hereto, within 14 days from the Company’s filing with the United States Securities and Exchange Commission (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial StatementsBusiness”), or shall not take place at the Closing and shall instead take place on such later date or at such different location as the parties shall agree in writing, but not prior to third Business Day following the date that upon which all of the conditions for Deferred Closing set forth in Sections 3.2(b‎Section 2.12‎(b) are satisfied or, to the extent permitted by ‎Section 2.12‎(b), waived in writing. For the avoidance of doubt, for all purposes of determining the payments to be made pursuant to ‎Section 2.10 and 3.2(c) below have been satisfied or waived by ‎Section 2.11, the appropriate party (the “Deferred Closing shall be deemed to have occurred on the Closing Date”). (b) The Company’s obligation obligations of Buyer and Seller to complete the purchase and sale of the 2nd Installment Shares and the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at consummate the Deferred Closing shall be subject to the satisfaction (or with respect to the condition set forth in ‎Section 2.12(b)(i), to the extent permitted by Applicable Law, waived in writing by both Seller and Buyer) at or prior to the Deferred Closing Date, of each of the following conditions, any one or more of which may be waived by the Company: (i) receipt by no Order (in any jurisdiction where the Company Deferred Business conducts substantial operations) shall prohibit the consummation of the 2nd InstallmentDeferred Closing; and (ii) each the following recordals and approvals (collectively, the “China Approvals”) shall have been obtained or completed: (A) SAIC shall have updated the company registration information of ClosetMaid China and issued a recordal receipt showing Buyer or its designated Affiliate as the sole owner of the representations and warranties entire equity interests in ClosetMaid China; (B) MOFCOM shall have issued a recordal receipt showing Buyer or its designated Affiliate as the sole owner of the Purchaser made herein entire equity interests in ClosetMaid China; (C) ClosetMaid China shall be true and correct have updated its foreign exchange registration with respect to the change of sole owner of ClosetMaid China to Buyer or its designated Affiliate; and (D) ▇▇▇▇▇▇▇ China shall have opened a Renminbi equity transfer special bank account (人民币股权转让专用存款账户) in all material respects (except for those representations and warranties that are qualified by Material Adverse Effect, which shall be true and correct in all respects) as of China to receive the Deferred 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 specific dateChina Consideration. (c) The Purchaser’s obligation to accept delivery of the 2nd Installment Shares, the stock certificate and the 2nd Installment Warrant, and to pay the 2nd Installment at At the Deferred Closing, Seller and Buyer shall be subject jointly execute and deliver an irrevocable written instruction to the completion Escrow Agent instructing it to release the China Consideration in the Escrow Account to ▇▇▇▇▇▇▇ China by wire transfer of immediately available funds to the Renminbi equity transfer special bank account (人民币股权转让专用存款账户) opened by ▇▇▇▇▇▇▇ China for receipt of the Closing in all respects, and to the following conditions, any one or more of which may be waived by the Purchaser: (i) The Company shall have generated, for the period from January 1, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as shall be defined in the Q1 Financial Statements) of at least $2,000,000 from the sale of EMR Products (as defined below), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser prior to the Deferred Closing Date) from sales of the Company (excluding sales by Abraxas Medical Solutions Ltd., a subsidiary of the Company (“Abraxas Medical”)) to the ophthalmology segment (the “Milestone”). If the Milestone shall not be achieved in full, the Purchaser shall not be obligated to invest any portion of the 2nd Installment; provided, that the Purchaser shall be entitled at its sole discretion to invest all or any portion of the 2nd Installment on the terms set forth herein. For the purpose of this Section 3.2, “EMR Product” shall mean all software, installation training, service and maintenance of the Electronic Medical Records and Practice Management;China Consideration.

Deferred Closing. (a) The completion From and after the Closing, the Company shall continue to use the efforts required by Section 5.04 to obtain the Requisite Shareholder Approval, and promptly (and in any event within five (5) Business Days) following receipt of the purchase Requisite Shareholder Approval, subject to Section 2.08(c) below, the Company shall issue to each Investor in a separate issuance to such Investor, and sale each Investor agrees, severally and not jointly, to accept from the Company for no additional consideration, a number of shares of Common Stock (rounded to the 2nd Installment Shares nearest whole number) as set forth on Schedule A hereto under the heading “Investor Deferred Shares” opposite such Investor’s name (the “Deferred Closing”) shall occur at the offices of T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as practicable ” and as agreed to by the parties hereto, within 14 days from the Company’s filing with the United States Securities and Exchange Commission (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial Statements”), or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Deferred Closing set forth in Sections 3.2(b) and 3.2(c) below have been satisfied or waived by the appropriate party (of such issuance, the “Deferred Closing Date”), which, together with the Investor Initial Shares, in the aggregate shall constitute 95% of the pro forma fully diluted capital stock of the Company as of the Closing after giving effect to such issuance, subject to dilution from future awards issued under management incentive plans approved by the Board, subject to the provisions of Section 6.07 (such Investor’s “Deferred Shares” and, together with such Investor’s Investor Initial Shares, such Investor’s “Shares”). (b) The Company’s obligation to complete the purchase and sale of the 2nd Installment Shares and the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at At the Deferred Closing shall be subject to the following conditionsClosing, any one or more of which may be waived by the Company: (i) receipt by the Company of the 2nd Installment; and (ii) each of the representations and warranties of the Purchaser made herein shall will deliver, or cause to be true and correct in all material respects (except for those representations and warranties that are qualified by Material Adverse Effectdelivered, such Investor’s Deferred Shares, which shall be true and correct registered in all respects) as the name of the Deferred Closing Date as though made at that time (except for representations Investor with the transfer agent of the Company and warranties that speak as of a specific date, which shall be true and correct as of delivered to such specific dateInvestor in direct registry form. (c) The Purchaser’s obligation In the event that, prior to accept delivery of the 2nd Installment SharesDeferred Closing, (x) one or more Persons (other than the stock certificate Investors) executes an Increase Joinder (as defined in the Credit Facility) (the “Additional Investor”), and (y) such Person(s) executes a joinder to this Agreement in customary form and substance, to be mutually agreed upon by the Investors and the 2nd Installment WarrantCompany, pursuant to which the Additional Investor will agree to become a party to and to pay the 2nd Installment bound by this Agreement as an ”Investor” hereunder, then at the Deferred Closing, the Deferred Shares shall be subject issued to the Investors (including the Additional Investor) such that, immediately following the completion of all issuances contemplated under this Article 2, each Investor (including the Closing in all respectsAdditional Investor) shall hold a number of Shares equal to such Investor’s Commitment Percentage. For purposes of the foregoing, and the “Commitment Percentage” of any Investor shall equal the product of (A) the total number of Shares issued pursuant to the following conditions, any one or more of which may be waived this Article 2 multiplied by the Purchaser: (B) a fraction (i) The Company shall have generated, for the period from January 1, 2009 to March 31, 2010, consolidated aggregate revenues numerator of which is the amount of such Investor’s Commitment (calculated in accordance with “generally accepted accounting principles” as shall be defined in the Q1 Financial StatementsCredit Facility) and (ii) the denominator of at least $2,000,000 from which is the sale of EMR Products aggregate Commitment (as defined belowin the Credit Facility) of all Investors (including the Additional Investor), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser prior to the Deferred Closing Date) from sales of the Company (excluding sales by Abraxas Medical Solutions Ltd., a subsidiary of the Company (“Abraxas Medical”)) to the ophthalmology segment (the “Milestone”). If the Milestone shall not be achieved in full, the Purchaser shall not be obligated to invest any portion of the 2nd Installment; provided, that the Purchaser shall be entitled at its sole discretion to invest all or any portion of the 2nd Installment on the terms set forth herein. For the purpose of this Section 3.2, “EMR Product” shall mean all software, installation training, service and maintenance of the Electronic Medical Records and Practice Management;.