Common use of Deliveries at the Closing Clause in Contracts

Deliveries at the Closing. At the Closing: (a) Seller will deliver to Buyer the following items: (i) Stock certificates representing all of the issued and outstanding Target Shares accompanied by duly executed assignment documents, (ii) A certificate to the effect that each of the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respects; (iii) The License Agreement, executed by Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of the Closing Date; (vi) The resignations, effective as of the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counsel. (b) Buyer will deliver to Seller the following items: (i) The Estimated Purchase Price, by wire transfer of immediately available funds to an account designated by Seller in writing; (ii) A certificate to the effect that each of the conditions specified in Sections 7.2(a) and 7.2(b) are satisfied in all respects; (iii) The License Agreement, executed by Buyer; (iv) The Transition Services Agreement, executed by Buyer; (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to Seller and dated as of the Closing Date; (vi) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Buyer; (vii) An officer's certificate of Buyer, certifying as to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (viii) Such other documents, instruments and agreements as may be reasonably requested by Seller and its counsel.

Deliveries at the Closing. At the Closing: (a) Seller will deliver Parent Deliveries. Parent shall deliver, or cause to Buyer the following itemsbe delivered: (i) to each Rollover Seller, in accordance with Section 1.10(f), the number of shares of Parent Stock certificates representing all set forth on the Closing Allocation Schedule; provided, that to the extent any Rollover Seller has not completed, executed and delivered to Parent the documents required by Section 1.7(c), no shares of the Parent Stock shall be issued to such Rollover Seller until such Rollover Seller has executed and outstanding Target Shares accompanied by duly executed assignment delivered such documents,, at which time Parent shall promptly issue to such Rollover Seller, in accordance with Section 1.10(f), such withheld shares of Parent Stock; (ii) A certificate to each Cash Seller and each holder of Preferred Units, the aggregate amount of cash set forth on the Closing Allocation Schedule; provided, that to the effect extent any Cash Seller or holder of Preferred Units has not completed, executed and delivered to Parent a Letter of Transmittal, Parent shall not make any payments to such Cash Seller or holder of Preferred Units until such Cash Seller or holder of Preferred Units has completed, executed and delivered to Parent such Letter of Transmittal, at which time Parent shall promptly pay to such Cash Seller or holder of Preferred Units such withheld payments; (iii) to the parties designated in the Payoff Letters, the amounts set forth in the Payoff Letters (the “Payoff Amounts”); (iv) to the parties to whom any Transaction Expenses are payable pursuant to the instructions delivered pursuant to Section 1.6(d), the applicable amounts set forth therein; (v) to the Escrow Agent, for deposit in an escrow account (the “Escrow Account”) designated in the Escrow Agreement, an amount in cash equal to the Escrow Amount, to be held by the Escrow Agent and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable provisions of this Agreement; (vi) to the Seller Representative, for deposit in an account established for the benefit of the Seller Representative (the “Representative Holdback Account”) and designated in writing by the Seller Representative at least two (2) Business Days prior to the Closing Date, an amount in cash equal to the Representative Holdback Amount, to be held by the Seller Representative in a separate account for purposes of satisfying fees, costs and expenses incurred in its capacity as the Seller Representative and otherwise in accordance with this Agreement (provided that, for Tax purposes, the Representative Holdback Amount shall be treated by the Parties as having been received and voluntarily set aside by the Cash Sellers at the Closing); (vii) to the Seller Representative, the Escrow Agreement duly executed by ▇▇▇▇▇▇; (viii) to the Rollover Sellers, the Investor Rights Agreement duly executed by ▇▇▇▇▇▇; (ix) to the Seller Representative, evidence reasonably satisfactory to the Seller Representative that ▇▇▇▇▇▇ has obtained and bound the R&W Insurance Policy in accordance with the terms of this Agreement; and (x) to the Seller Representative, a certificate from Parent, duly executed by an officer of Parent, certifying that each of the conditions specified set forth in Sections 7.1(a) through 7.1(f) are satisfied in all respects; (iii) The License Agreement7.3(a), executed by Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of the Closing Date; (vi) The resignations, effective as of the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counsel. (b) Buyer will deliver to Seller the following items: (i) The Estimated Purchase Price, by wire transfer of immediately available funds to an account designated by Seller in writing; (ii) A certificate to the effect that each of the conditions specified in Sections 7.2(a7.3(b) and 7.2(b7.3(c) are satisfied in all respects; (iii) The License Agreement, executed by Buyer; (iv) The Transition Services Agreement, executed by Buyer; (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to Seller and dated as of the Closing Date; (vi) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Buyer; (vii) An officer's certificate of Buyer, certifying as to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (viii) Such other documents, instruments and agreements as may be reasonably requested by Seller and its counselhave been satisfied.

Deliveries at the Closing. (a) At the Closing: (a) Seller will deliver to Buyer , Purchaser delivered the following items: (i) Stock certificates representing all of the issued and outstanding Target Shares accompanied by duly executed assignment documents, (ii) A certificate to the effect that each of the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respects; (iii) The License Agreement, executed by Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of the Closing Date; (vi) The resignations, effective as of the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counsel. (b) Buyer will deliver to Seller the following items: (i) The Estimated Purchase PriceAgreement and such assumption agreements as were reasonably requested by Seller, executed by wire transfer of immediately available funds to an account designated by Seller in writingPurchaser; (ii) The Purchase Price in the manner described in Section 2.2 hereof; and (iii) A certificate of the Secretary of Purchaser dated the Closing Date, attaching copies of resolutions of the Board of Directors of Purchaser authorizing Purchaser's execution and delivery of this Agreement and the consummation by Purchaser of the transactions contemplated hereby. (b) At the Closing, Seller delivered the following: (i) The Agreement, and such bills of sale and assignments as were reasonably requested by Purchaser, each executed by Seller, all of which together effectively vest in Purchaser good and valid title to the effect that each of the conditions specified Purchased Assets free and clear of all liens, restrictions, and encumbrances except for Assumed Liabilities; (ii) Written consents of all third parties necessary to the Purchaser's use and enjoyment of the Purchased Assets, in Sections 7.2(a) form, scope, and 7.2(b) are satisfied in all respectssubstance reasonably satisfactory to Purchaser; (iii) The License AgreementStatement of Income and Expenses and Balance Sheet of Seller for the twelve months then ended June 30, executed by Buyer2001, prepared in accordance with GAAP (the "CLOSING BALANCE SHEET"); (iv) The Transition Services Agreement, executed by Buyer;A search of filings made pursuant to Section 9 of the Uniform Commercial Code (conducted through a date reasonably proximate in time to the Closing Date) in each jurisdiction in which any of the Purchased Assets are located; and (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to A certificate of the Secretary of Seller and dated as of the Closing Date; (vi) A closing statement setting forth the calculation and disbursement , attaching copies of resolutions of the Estimated Purchase Price, executed Board of Directors of Seller authorizing Seller's execution and delivery of this Agreement and the consummation by Buyer; (vii) An officer's certificate of Buyer, certifying as to true, correct and complete copies Seller of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements transactions contemplated herein; and (viii) Such other documents, instruments and agreements as may be reasonably requested by Seller and its counselhereby.

Deliveries at the Closing. At Subject to the terms and conditions of this Agreement, at the Closing, the following Persons shall deliver or cause to be delivered the following: (a) Seller will Parent shall deliver to Buyer the following itemsAdjusted Base Merger Consideration, as follows: (i) Stock certificates representing all on behalf of the issued and outstanding Target Shares accompanied Stockholders, the Adjustment Escrow Amount to the Escrow Agent by duly executed assignment documents,wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement; (ii) A certificate on behalf of the Target Companies, an amount equal to the effect that each Estimated Closing Indebtedness Amount attributable to Payoff Indebtedness, by wire transfer of immediately available funds in an amount, and to the conditions specified Persons, set forth in Sections 7.1(a) through 7.1(f) are satisfied in all respectsthe Payoff Letters; (iii) The License Agreement, executed by Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as on behalf of the Closing Date; (vi) The resignationsStockholders or the Target Companies, effective as of the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of an amount equal to the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as Company Transaction Expense Amount not paid prior to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counsel. (b) Buyer will deliver to Seller the following items: (i) The Estimated Purchase Price, Closing by wire transfer of immediately available funds to an account or accounts designated by Seller the Company in writing; (ii) A certificate to the effect that each of the conditions specified in Sections 7.2(a) and 7.2(b) are satisfied in all respects; (iii) The License Agreement, executed by BuyerEstimated Closing Statement; (iv) The Transition Services Agreementon behalf of the Company, executed an amount equal to the aggregate Estimated Change of Control Payments by Buyerwire transfer of immediately available funds to the Company in the Estimated Closing Statement to be paid in accordance with Section 6.11; (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to Seller and dated as on behalf of the Company, an amount equal to the aggregate Estimated Option Termination Payments by wire transfer of immediately available funds to the Company in the Estimated Closing DateStatement to be paid in accordance with Section 6.11; (vi) A closing statement setting forth the calculation and disbursement on behalf of the Stockholders, the Stockholder Representative Expense Amount by wire transfer of immediately available funds for deposit in an account designated by the Company in the Estimated Purchase Price, executed by Buyer;Closing Statement; and (vii) An officer's certificate the Estimated Stockholder Distribution Amount by wire transfer of Buyerimmediately available funds, certifying as for deposit in the Exchange Fund for distribution to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or Stockholders pursuant to the other documents, instruments and agreements contemplated herein; andAllocation Schedule. (viiib) Such other documentsParent shall deliver, instruments and agreements as may or cause to be reasonably requested by Seller and its counseldelivered, to the Company the deliveries set forth in Section 7.3(d). (c) The Company shall deliver, or cause to be delivered, to Parent the deliveries set forth in Section 7.2(f).

Deliveries at the Closing. At or prior to the Closing: (a) Seller the Company will deliver to Buyer the following itemsPurchaser: (i) Stock certificates representing An executed Agreement with all of the issued exhibits and outstanding Target Shares accompanied by duly executed assignment documents,schedules attached hereto; (ii) A certificate to The stock certificates (in such denominations as Purchaser shall request) for the effect that each of Series C Preferred Stock and the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respectsSeries D Preferred Stock; (iii) The License AgreementA copy of the Series C Certificate, executed by Sellerfiled with the Delaware Secretary of State, as amended and in effect as of the Closing Date; (iv) The Transition Services AgreementA copy of the Series D Certificate, executed by Sellerfiled with the Delaware Secretary of State, as amended and in effect as of the Closing Date; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated Consent of the holders of Series A Preferred Stock representing at least 75% of the shares of Series A Preferred Stock outstanding as of the Closing Date; (vi) The resignations, effective as Consent of the Closing, holders of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement Series B Preferred Stock representing at least 75% of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate shares of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counsel. (b) Buyer will deliver to Seller the following items: (i) The Estimated Purchase Price, by wire transfer of immediately available funds to an account designated by Seller in writing; (ii) A certificate to the effect that each of the conditions specified in Sections 7.2(a) and 7.2(b) are satisfied in all respects; (iii) The License Agreement, executed by Buyer; (iv) The Transition Services Agreement, executed by Buyer; (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to Seller and dated Series B Preferred Stock outstanding as of the Closing Date; (vivii) A closing statement setting forth the calculation and disbursement Certificates, as of the Estimated Purchase Pricemost recent practicable dates, executed by Buyer; (vii) An officer's certificate of Buyer, certifying as to true, correct and complete copies the corporate good standing of the organizational documents Company issued by the relevant office of Buyer, attaching a good standing certificate and approval resolutions the Company’s jurisdiction of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; andincorporation; (viii) Such A certificate of the Company’s Secretary, dated as of the Closing Date, attesting to and attaching copies of (A) the Certificate of Incorporation of the Company, as amended, (B) the By-laws of the Company, as amended, each in effect as of the date of the Closing Date; and (C) the resolutions of the Board of Directors of the Company, authorizing and approving all matters in connection with this Agreement, each of the other documentsTransaction Documents and the transactions contemplated hereby and thereby, instruments including without limitation the filing of the Certificates with the Delaware Secretary of State; (ix) A certificate of an executive officer of the Company, dated as of the Closing Date, attesting to the fact that the conditions set forth in Section 3.1(d) have been satisfied; (x) Each of the other Transaction Documents to which the Company is a party duly executed by the Company; (xi) An opinion from the Company’s legal counsel, Guzov Ofsink, LLC, concerning this Agreement and agreements other Transaction Documents and the transactions contemplated hereby and thereby that is reasonably satisfactory to Purchaser; (xii) such other supporting documents and certificates as Purchaser may reasonably request or as may be reasonably requested required pursuant to this Agreement or any Transaction Documents. (b) Purchaser will deliver to the Company the Cash Purchase Price, by Seller wire transfer to an account as directed by the Company on the Closing Date, an executed copy of this Agreement, the Backstop Agreement and its counseleach of the other Transaction Documents to which the Purchaser is a party.

Deliveries at the Closing. At the Closing: (a) Seller will deliver to Buyer the following items: (i) Stock certificates representing all of the issued and outstanding Target Shares accompanied by duly executed assignment documents, (ii) A certificate 10.2.1 The Buyer shall pay to the effect that each of the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respects; (iii) The License Agreement, executed by Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of Sellers the Closing Date; (vi) The resignations, effective as of Payment in cash at the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counsel. (b) Buyer will deliver to Seller the following items: (i) The Estimated Purchase Price, Closing by wire transfer of immediately available funds in U.S. dollars to an a bank account designated specified in writing by the Sellers to the Buyer at least two (2) Business Days prior to the Closing Date. 10.2.2 Each Seller in writing(as applicable) shall duly execute and deliver to the Buyer or ▇▇▇▇▇’s nominee: 10.2.2.1 the Sellers’ Closing Certificate; 10.2.2.2 one or more grant deeds in substantially the form of Exhibit B, pursuant to which (iibut subject to this Agreement) A certificate the applicable Seller conveys the Owned Real Properties to the effect Buyer, or Buyer’s nominee, subject to the Permitted Encumbrances (collectively, the “Deeds”) and Buyer acknowledges and agrees that the conditioning of Sellers' conveyances in said Deeds by the Permitted Encumbrances shall survive the Closing and any resulting merger into the Deeds and any other instruments; 10.2.2.3 one or more bills of sale in substantially the form of Exhibit B-1, pursuant to which (but subject to this Agreement) the applicable Seller conveys to Buyer, or Buyer’s nominee, its right, title and interest in and to its personal property located on the Owned Real Properties and the Leased Real Property; 10.2.2.4 an Assignment and Assumption of Leases in substantially the form of Exhibit C, or, in the case of Included Thrifty Agreements, Exhibit C-1, as applicable, pursuant to which (but subject to this Agreement) the applicable Seller conveys its right, title and interest in and to the Leased Real Property to Buyer, or Buyer’s nominee, which may take the form of multiple assignments if Seller reasonably deems necessary (the “Assignment of Leased Property”); 10.2.2.5 an Assignment and Assumption of Easements, Licenses, Rights of Way and Other Pipeline Interests in recordable form in substantially the form of Exhibit D, pursuant to which (but subject to this Agreement) the applicable Seller conveys its right, title and interest in and to the ▇▇▇▇▇▇ Logistics and Marketing Terminals Pipeline Systems ROWs, to Buyer, or Buyer’s nominee, which may take the form of multiple assignments if Seller reasonably deems necessary (the “Assignment of Easements”); 10.2.2.6 one or more bills of sale in substantially the form of Exhibit D-1 pursuant to which (but subject to this Agreement) the applicable Seller conveys its right, title and interest in and to the ▇▇▇▇▇▇ Logistics and Marketing Terminals Pipeline Systems to Buyer, or Buyer’s nominee; 10.2.2.7 a Bill of Sale, Assignment, and Assumption Agreement (the “Bill of Sale, Assignment and Assumption Agreement”), substantially in the form of Exhibit E, pursuant to which the applicable Seller conveys its right, title and interest in and to the Purchased Assets other than the Real Property Interests, and the interests conveyed by the instruments described in Sections 10.2.2.2, 10.2.2.3, 10.2.2.4, 10.2.2.5, and 10.2.2.6 above, and the Buyer assumes the Assumed Liabilities, to the Buyer, or Buyer’s nominee, which may take the form of multiple agreements if such Seller reasonably deems necessary; 10.2.2.8 an assignment of the ▇▇▇▇▇▇ ▇▇▇▇▇ Company Interests substantially in the form of Exhibit V, pursuant to which Products Cogeneration Company conveys the ▇▇▇▇▇▇ Cogen Company Interests to the Buyer; 10.2.2.9 stock certificates for the ▇▇▇▇▇▇ ▇▇▇▇▇ Company Shares, duly endorsed to Buyer or accompanied by duly executed stock powers; 10.2.2.10 a Certificate of Non-Foreign Status and a California 593(c) Form; 10.2.2.11 a certificate (attested by an officer of Seller) certifying to the adoption of resolutions by each Seller authorizing the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; 10.2.2.12 a certificate of good standing for each Seller, issued by the Secretary of State of the state of its organization, a certificate of good standing for the ▇▇▇▇▇▇ ▇▇▇▇▇ Company issued by the Secretary of State of the State of Delaware, a certificate of good standing for the ▇▇▇▇▇▇ Cogen Company issued by the Secretary of State of the State of California and a certificate of good standing for each Seller and the Seller Guarantor, issued by the Secretary of State of its state of formation; 10.2.2.13 a certificate (attested by an officer of Seller) as to the Organizational Documents of the ▇▇▇▇▇▇ ▇▇▇▇▇ Company and the ▇▇▇▇▇▇ Cogen Company; 10.2.2.14 certificates of the incumbency and specimen signatures of the signatory officers of each Seller and the Seller Guarantor; 10.2.2.15 the Other Agreements; 10.2.2.16 state, county and municipal transfer tax declarations, if applicable; 10.2.2.17 with respect to the Dealer Loans, UCC-3 financing statements, assignments of deeds of trust or mortgages in recordable form, substantially in the form of Exhibit Q, and assignments of other collateral interests of the Sellers, substantially in the form of Exhibit R, (to the extent not included in the Bill of Sale, Assignment and Assumption Agreement); 10.2.2.18 Underground Storage Tank Change of Ownership Form for each of the conditions specified in Sections 7.2(a) Real Property Interests where underground storage tanks are located and 7.2(b) are satisfied in all respects; (iii) The License Agreementowned by the Sellers, executed by Buyer; (iv) The Transition Services Agreementas applicable, executed by Buyer; (v) An opinion from counsel to Buyer in form and substance acceptable to Sellers and Buyer; and 10.2.2.19 a Financial Certificate of the Seller Guarantor. 10.2.3 The Buyer shall duly execute and deliver to the Sellers: 10.2.3.1 the Buyer’s Closing Certificate; 10.2.3.2 the Deeds, to the extent necessary to confirm any covenants and restrictions that run with the land; 10.2.3.3 the Assignment of Leased Property; 10.2.3.4 the Assignment of Easements; 10.2.3.5 the Bill of Sale, Assignment, and Assumption Agreement; 10.2.3.6 (i) a resale certificate with respect to the Hydrocarbon Inventory and Non- Hydrocarbon Inventory in a form reasonably satisfactory to Seller, Target the Sellers and their counsel, addressed to Seller (ii) any other certificates or instruments necessary for the sale and dated as transfer of the Closing DatePurchased Assets, Hydrocarbon Inventory and Non-Hydrocarbon Inventory without any sales, excise or use Taxes, all to be in a form reasonably satisfactory to the Sellers, and the Parties shall consult with each other to ensure that such instruments are in the form necessary for each Party to retain and maintain the applicable Tax exemption; 10.2.3.7 a certificate (vi) A closing statement setting forth the calculation and disbursement attested by an officer of the Estimated Purchase PriceBuyer) certifying to the adoption of resolutions by the Buyer authorizing the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; 10.2.3.8 a certificate of good standing for the Buyer, executed issued by the Secretary of State of the Buyer’s state of formation; 10.2.3.9 a certificate (attested by an officer of Buyer) as to the Organizational Documents of Buyer; (vii) An officer's 10.2.3.10 a certificate of Buyer, certifying as to true, correct incumbency and complete copies specimen signatures of the organizational documents signatory officers of the Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or ; 10.2.3.11 the other documents, instruments and agreements contemplated herein; and (viii) Such other documents, instruments and agreements as may be reasonably requested by Seller and its counsel.Other Agreements;

Deliveries at the Closing. (a) At the Closing, the Company shall deliver to the Purchasers purchasing Preferred Shares at the Closing: (ai) Seller will one stock certificate registered in the name of each Purchaser, representing that number of Preferred Shares being purchased by such Purchaser as set forth on Annex I; (ii) counterparts of each of the Registration Rights Agreement and the Stockholders' Agreement in the form of EXHIBITS B and C, respectively, attached hereto, duly executed by the Company; (iii) an opinion dated as of the date hereof of OGK, counsel to the Company, with respect to the matters set forth in EXHIBIT D; and (iv) a certificate of the Secretary of the Company dated as of the date hereof, certifying (A) that true and complete copies of the Company's Fundamental Documents (as hereinafter defined), as in effect on the date hereof, are attached to such certificate as EXHIBIT E; (B) as to the incumbency and genuineness of the signatures of each officer of the Company executing any of the Documents; and (C) the genuineness of the resolutions of the Board of Directors (the "Board") of the Company authorizing the execution, delivery and performance of the Documents to which the Company is a party and the consummation of the transactions contemplated thereby. (b) At the Closing, each Purchaser shall deliver to Buyer the following itemsCompany: (i) Stock certificates representing all of the issued and outstanding Target purchase price for the Preferred Shares accompanied being purchased by duly executed assignment documents,each Purchaser on such date; and (ii) A certificate to the effect that each counterparts of the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respects; (iii) The License Registration Rights Agreement and the Stockholders Agreement, duly executed by Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of the Closing Date; (vi) The resignations, effective as of the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counselsuch Purchaser. (bc) Buyer will At each Subsequent Closing, the Company shall deliver to Seller the following itemsPurchaser: (i) The Estimated Purchase Priceone stock certificate registered in the name of each Purchaser, representing that number of Preferred Shares being purchased by wire transfer such Purchaser as set forth on Annex I; and (ii) counterparts of immediately available funds the Registration Rights Agreement and Stockholders' Agreement. (d) At each Subsequent Closing, each Purchaser purchasing Preferred Shares at such Subsequent Closing shall deliver to an account designated the Company: (i) the purchase price for the Preferred Shares being purchased by Seller in writingeach Purchaser on such date; (ii) A certificate to the effect that each counterparts of the conditions specified in Sections 7.2(a) Registration Rights Agreement and 7.2(b) are satisfied in all respects; (iii) The License Stockholders' Agreement, executed by Buyer; (iv) The Transition Services Agreement, executed by Buyer; (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to Seller and dated as of the Closing Date; (vi) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Buyer; (vii) An officer's certificate of Buyer, certifying as to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (viii) Such other documents, instruments and agreements as may be reasonably requested by Seller and its counsel.

Deliveries at the Closing. At the Closing, the Parties, as applicable, shall deliver, or cause to be delivered, each of the following: (a) Seller will deliver to Buyer the following items: (i) Stock certificates representing all of the issued and outstanding Target Shares accompanied by duly executed assignment documents, (ii) A certificate to the effect that each of the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respects; (iii) The License Agreement, executed by Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of the Closing Date; (vi) The resignations, effective as of the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counsel. (b) Buyer will deliver to Seller the following items: (i) The Estimated Purchase PricePurchaser shall deliver, by wire transfer of immediately available funds funds, to an account designated in writing by Seller the ▇▇ ▇▇▇▇▇▇▇ Seller, the ▇▇ ▇▇▇▇▇▇▇ Consideration in writingaccordance with Section 1.1 and the Payment Schedule; (iib) A certificate Purchaser shall deliver, by wire transfer of immediately available funds, to each holder of Acquired Units that has delivered a Letter of Transmittal in accordance with Section 1.8(a), to the effect that each account set forth in such Letter of Transmittal, the portion of the conditions specified Aggregate Estimated Closing Consideration payable to such holder in Sections 7.2(aaccordance with Section 1.7(a) and 7.2(bthe Payment Schedule. (c) are satisfied Purchaser shall deliver, by wire transfer of immediately available funds, to an account designated in all respectswriting by the Escrow Agent, cash in an amount equal to the Escrow Amount; (iiid) The License AgreementPurchaser shall deliver, executed by Buyerwire transfer of immediately available funds, to an account designated in writing by the Sellers’ Representative, cash in an amount equal to the Sellers’ Representative Expense Fund in accordance with Section 10.2(e); (ive) The Transition Services AgreementPurchaser shall repay, executed by Buyeror cause to be repaid, on behalf of the APN Entities and ▇▇ ▇▇▇▇▇▇▇, as applicable, all of the Closing Repaid Indebtedness on the Closing Date in accordance with Section 1.10; (vf) An opinion from counsel Purchaser shall pay, or cause to Buyer be paid, all Sellers’ Transaction Expenses (and in form and substance reasonably satisfactory the case of payments to SellerPhantom Plan Participants, Target and their counselin accordance with Section 1.8(e)); (g) the ▇▇ ▇▇▇▇▇▇▇ Seller shall deliver to Purchaser a certificate, addressed to Seller and dated as of the Closing Date, signed under penalty of perjury and in form and substance as required under the Treasury regulations promulgated under Sections 1445 and 897 of the Code, certifying that ▇▇ ▇▇▇▇▇▇▇ Seller is not a “foreign person” as defined in Section 1445(f) of the Code; (vih) A closing statement setting forth the calculation Company shall deliver to Purchaser a certificate certifying that interests in the Company are not “United States real property interests”, which certificate shall be signed under penalties of perjury and disbursement in accordance with the provisions of Section 1.1445-11T(d)(2)(i) of the Estimated Purchase Price, executed by Buyer; (vii) An officer's certificate of Buyer, certifying as to true, correct and complete copies of Treasury regulations promulgated under the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated hereinCode; and (viiii) Such other the ▇▇ ▇▇▇▇▇▇▇ Seller shall deliver to Purchaser a stock certificate representing all of the ▇▇ ▇▇▇▇▇▇▇ Stock, endorsed in blank or accompanied by duly executed assignment documents, instruments and agreements as may be reasonably requested by Seller and its counselor affidavit(s) of loss in lieu thereof.

Deliveries at the Closing. The closing of the sale or exchange of the Purchased Real Estate will take place simultaneously with the Closing of the purchase of the Company Shares and the Purchased Intellectual Property. At the Closing: , (ai) Seller the Sellers will deliver to the Buyer the following items: various certificates, instruments, and documents referred to in §7(a) below, (iii) Stock the Buyer will deliver to the Sellers the various certificates, instruments, releases, and documents referred to in §7(b) below, (iii) the Sellers will deliver to the Buyer stock certificates representing all of the issued and outstanding Target Shares Company Shares, endorsed in blank or accompanied by duly executed assignment documents, (ii) A certificate to the effect that each of the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respects; (iii) The License Agreement, executed by Seller; (iv) The Transition Services Agreementthe Sellers will execute, executed by Seller; acknowledge (if appropriate), and deliver to the Buyer assignments with respect to the Purchased Intellectual Property in the forms attached hereto as Exhibits D-1 through D-2 and such other instruments of sale, transfer, conveyance and assignment with respect to the Purchased Intellectual Property as the Buyer may reasonably request, (v) An opinion from counsel the Buyer (or one of its Affiliates) will execute, acknowledge (if appropriate), and deliver to the Seller and Target3441 South Willow Investments, L.P. an assumption agreement with respect to the Assumed Real Estate Debt in the form of Exhibit E and substance such other instruments of assumption with respect to the Assumed Real Estate Debt as the Sellers and/or the lender under the Assumed Real Estate Debt may reasonably satisfactory to Buyer and its counselrequest, addressed to Buyer and dated as of the Closing Date; (vi) The resignationsthe Sellers will cause 3441 South Willow Investments, effective L.P. to execute and deliver to the Buyer a deed with respect to the Purchased Real Estate in the form attached hereto as Exhibit D-3 and such other instruments of transfer, conveyance, and assignment with respect to the ClosingPurchased Real Estate as the Buyer may reasonably request, of each director and officer of Target; (vii) A closing statement setting forth the calculation Sellers will deliver, and disbursement will cause the Company to deliver, to Buyer the Assignment and Assumption of Lease, Termination of Guaranty, and Release of Landlord in the Estimated Purchase Priceform attached hereto as Exhibit D-4, executed by Seller; and (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counsel. (b) Buyer will deliver to Seller the following items: (i) The Estimated Purchase Price, by wire transfer of immediately available funds to an account designated by Seller in writing; (ii) A certificate to the effect that each of the conditions consideration specified in Sections 7.2(a§2(b) and 7.2(b) are satisfied in all respects; (iii) The License Agreement, executed by Buyer; (iv) The Transition Services Agreement, executed by Buyer; (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to Seller and dated as of the Closing Date; (vi) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Buyer; (vii) An officer's certificate of Buyer, certifying as to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (viii) Such other documents, instruments and agreements as may be reasonably requested by Seller and its counselabove.

Deliveries at the Closing. (a) At the Closing: , Seller will: (ai) Seller will deliver to Buyer a duly executed Bill of Sale; (i▇) deliver to Buyer a duly executed counterpart of the Assumption Agreement; (iii) deliver to Buyer a duly executed counterpart of the Consulting Services Agreement; (iv) deliver to Buyer a duly executed Deed with respect to the Purchased Real Property; (v) deliver to Buyer a duly executed counterpart of each of the Leases; (vi) deliver to Buyer the following items: (i) Stock certificates representing all titles to and applications for transfer of the issued and outstanding Target Shares accompanied by vehicles included in the Purchased Assets; (vii) deliver to Buyer a duly executed assignment documents, (ii) A certificate to the effect that each counterpart of the conditions specified in Sections 7.1(aAmended and Restated Partnership Agreement; (viii) through 7.1(fdeliver to Buyer a duly executed counterpart of the Shareholders' Agreement; (ix) are satisfied in deliver all respects; (iii) The License Agreement, the Seller Loan Documents to be executed by Seller; ; (ivx) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory deliver to Buyer and its counsel, addressed to Buyer and dated as of the Closing Date; (vi) The resignations, effective as of the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, duly executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents consent and approvals of third parties required in connection with the Assumed Contracts and Assigned Leases, including the consent of the Carrier Transicold Division of United Technologies Corporation; (xi) deliver to Buyer a counterpart of the Seller Non-Competition Agreement duly executed by Seller and FFE; (xii) deliver to Buyer a Certificate of the Secretary of Seller, including resolutions of the Board of Directors of Seller authorizing the execution, delivery and Targetperformance of this Agreement; (xiii) deliver to Buyer a UCC-3 Financing Statement Amendment releasing the lien of Seller's lender on the Purchased Assets; and (xiv) deliver to Buyer all such other deeds, attaching good standing certificates endorsements, assignments and approval resolutions of each of Seller and Targetother instruments, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments documents and agreements as Buyer may be reasonably requested request to carry out the transfers and assignments contemplated by Buyer this Agreement and its counselto comply with the terms hereof. (b) At the Closing, Buyer will will: (i) deliver to Seller a duly executed counterpart of the Assumption Agreement duly executed by Buyer; (ii) deliver to Seller a duly executed counterpart of the Consulting Services Agreement; (iii) deliver to Seller a duly executed counterpart of each of the Leases; (iv) deliver to Seller the following items: Seller Loan Documents duly executed by Buyer, John B. Chisolm and the General ▇▇▇▇▇▇▇, ▇▇ ▇▇propriate; (iv) The Estimated deliver to Seller a duly executed counterpart of the Amended and Restated Partnership Agreement, (vi) deliver to Seller a duly executed counterpart of the Shareholders' Agreement; (vii) deliver to Seller the Cash Purchase Price, Price by wire transfer of immediately available funds funds; (viii) deliver to an account designated by Seller in writing; (ii) A certificate to the effect that each duly executed counterparts of the conditions specified in Sections 7.2(aSeller Non-Competition Agreement and the Chisolm Non-Competition Agreeme▇▇; (ix) deliver to Seller a Certificate of the sole general partner of Borrower and 7.2(ba Certificate of the Secretary of the General Partner authorizing the execution, delivery and performance of this Agreement; (x) are satisfied in all respects; (iii) The License Agreement, executed by Buyer; (iv) The Transition Services Agreement, executed by Buyer; (v) An opinion from counsel deliver to Seller certificates of insurance issued to Buyer in form evidencing Buyer's compliance with the insurance provisions of the Seller Loan Documents and substance reasonably satisfactory the Leases; and (xi) deliver to Seller, Target and their counselsuch other instruments, addressed documents or agreements as Seller may reasonably request to Seller and dated as of carry out the Closing Date; (vi) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed transactions contemplated by Buyer; (vii) An officer's certificate of Buyer, certifying as to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or and to comply with the other documents, instruments and agreements contemplated herein; and (viii) Such other documents, instruments and agreements as may be reasonably requested by Seller and its counselterms hereof.

Deliveries at the Closing. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) the Seller will deliver and the Purchaser have approved the attached schedule of Transferred Clients which identifies as of March 19, 2004 (i) each of the Transferred Clients, (ii) the annualized administrative fees for such Transferred Clients, (iii) the number of Worksite Employees of such Transferred Clients and (iv) the payroll processing periods for the Transferred Clients (the "Schedule of Transferred Clients"); (b) the Seller has executed, acknowledged (if appropriate) and delivered (or caused the Subsidiaries to Buyer execute, acknowledge and deliver) to the following itemsPurchaser: (i) Stock certificates representing all evidence that the consents listed in Schedule 2.05 of the issued and outstanding Target Shares accompanied by duly executed assignment documents,Disclosure Schedule have all been obtained; (ii) A certificate assignment agreement(s) transferring title to the effect that each of Acquired Assets to the conditions specified Purchaser in Sections 7.1(a) through 7.1(f) are satisfied in all respects;the form attached as Exhibit E; and (iii) The License a certificate of the Secretary of the Seller and the Secretaries of each of the Subsidiaries certifying and attaching all requisite resolutions or actions of the boards of directors and shareholders of the Seller and the Subsidiaries approving the execution and delivery by the Seller and the Subsidiaries, as the case may be, of the Acquisition Documents to which they are a party and the consummation of the transactions contemplated in such Acquisition Documents, and certifying to the incumbency and signatures of the officers of the Seller and the Subsidiaries executing the Acquisition Documents and any other document relating to the transactions contemplated by this Agreement, executed by Seller; (ivc) The Transition Services Agreementthe Purchaser has executed, executed by Seller; acknowledged (v) An opinion from counsel if appropriate), and delivered to the Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of the Closing Date; (vi) The resignations, effective as of the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counsel. (b) Buyer will deliver to Seller the following itemsSubsidiaries: (i) The Estimated Purchase Price, by wire transfer of immediately available funds assumption agreement(s) pursuant to an account designated by Seller which the Purchaser is assuming the Assumed Liabilities in writing;the form attached as Exhibit E; and (ii) A a certificate of the Secretary of the Purchaser certifying and attaching all requisite resolutions or actions of the Purchaser's board of directors approving the execution and delivery of the Acquisition Documents to which it is a party and the consummation of the transactions contemplated in such Acquisition Documents, and certifying to the effect that each incumbency and signatures of the conditions specified in Sections 7.2(a) officers of the Purchaser executing the Acquisition Documents to which it is a party and 7.2(b) are satisfied in all respectsany other document relating to the transactions contemplated by this Agreement; (iiid) The License Agreement, the Purchaser and the Seller have executed by Buyerand delivered the Transition Services Agreement in the form attached hereto as Exhibit B; (ive) The Transition the Purchaser and the Seller have executed and delivered a Professional Services Agreement, executed by Buyer; (v) An opinion from counsel Agreement in the form attached hereto as Exhibit D pursuant to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to which the Seller and dated as one or more of the Closing Date; (vi) A closing statement setting forth the calculation and disbursement Subsidiaries will become a client of the Estimated Purchase Price, executed by Buyer; (vii) An officer's certificate of Buyer, certifying as to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated hereinPurchaser; and (viiif) Such other documentsthe Purchaser, instruments the Seller, the Subsidiaries and agreements as may be reasonably requested by Seller the Escrow Agent have executed and its counsel.delivered the Escrow Agreement in the form of Exhibit F.

Deliveries at the Closing. At the Closing: (a) Seller Acquired Entity will deliver to Buyer the following itemsBuyer: (i) Stock certificates representing all a certificate, substantially in the form of the issued and outstanding Target Shares accompanied by Exhibit A., duly executed assignment documents,on the Acquired Entity's behalf, as to whether each condition specified in Section 7.2(a) through 7.2(c) has been satisfied in all respects. (ii) A certificate to a statement prepared in good faith by the effect that each of Acquired Entity in reasonable detail showing the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respects; (iii) The License Agreement, executed by Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated Average Working Capital for the measuring period ending as of the day prior to the Closing Date; (vi) The resignations, effective as of which statement will be used to calculate any adjustment to the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counselMerger Consideration. (b) Buyer will deliver to Seller the following itemsdeliver: (i) The Estimated Purchase Priceto each Stockholder who has executed a Transmittal Form and delivered certificates representing the Acquired Entity Shares or a Lost Certificate Affidavit, their Pro Rata share of the Closing Consideration by wire transfer of immediately available funds or cashier's check (except as to an account designated dissenting shares which shall be retained by Seller in writingBuyer); (ii) A certificate to the effect that Stockholder Representative An Officers' certificate, substantially in the form of Exhibit B, duly executed on Buyer's behalf, as to whether each of the conditions condition specified in Sections 7.2(aSection 7.3(a) and 7.2(b7.3(b) are has been satisfied in all respects;. (iii) The License Agreement, executed by Buyer;To each Stockholder a Merger Note made payable to such Stockholder in each Stockholder's Pro Rata share of the aggregate amount of the Promissory Notes. (iv) The Transition Services AgreementTo each holder of Negotiated Debt, executed by Buyer;payment of the amount of such debt to be paid at Closing as set forth in Exhibit 3. (v) An opinion from counsel To each employee entitled to Buyer Employee Payments, the amount to which such employee is entitled to be paid at Closing as set forth in form and substance reasonably satisfactory Exhibit 2, which amount \yin be subject to Seller, Target and their counsel, addressed to Seller and dated as of the Closing Date;applicable withholding. (vi) A closing statement setting forth To each person entitled to a Tier 1 Note, or Tier 2 Note, a Note made payable to such person in the calculation and disbursement of the Estimated Purchase Price, executed by Buyer;amount reflected on Exhibit 3. (vii) An officer's certificate of BuyerTo each party entitled to Transaction Expenses, certifying as the amount to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; andwhich they are entitled. (viii) Such other documents, instruments and agreements as may be reasonably requested The sum of S 100,000 by Seller and its counselwire transfer to the Stockholder Representative.

Deliveries at the Closing. a. At or before the Closing, Seller shall discharge and extinguish in full, and present evidence thereof, all indebtedness (if any) owed: 1. by Seller or any affiliate thereof to DMAP, Holdings and DoseMe; and ​ 2. by DMAP, Holdings and DoseMe to Seller, or any affiliate thereof, other than amounts owing in the normal course of trading on arm’s length terms. b. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following: 1. documentation evidencing to the reasonable satisfaction of Buyer that all Liens (other than Permitted Liens) over the Shares have been discharged; 2. a duly executed and completed transfer in favor of ▇▇▇▇▇ of the Shares in registrable form together with the relevant share certificate(s) (if any) or a deed of indemnity for missing share certificates in customary Australian forms; 3. a resolution of the board of directors of each of DMAP, Holdings and DoseMe resolving that, subject to and effective as of the Closing: (a1) the persons notified in writing by ▇▇▇▇▇ to Seller will deliver before the Closing to Buyer the following items: (i) Stock certificates representing all of the issued be appointed as directors, secretaries and outstanding Target Shares accompanied by duly executed assignment documents, (ii) A certificate to the effect that each of the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respectspublic officers be appointed; (iii2) The License Agreementthe resignation of any director, secretary or public officer notified in writing by ▇▇▇▇▇ to Seller concurrently with the Closing as required to resign be accepted; (3) banking authority be given to the persons notified in writing by ▇▇▇▇▇ to Seller concurrently with the Closing, and all other banking authorities be revoked; (4) the registered office be changed to the address notified in writing by ▇▇▇▇▇ to Seller concurrently with the Closing; (5) all existing powers of attorney given by any Transaction Entity in favor of any resigning director, secretary or public officer be revoked; (6) in the case of DMAP only, DMAP approves the transfer of Shares to Buyer; and ​ (7) any director or secretary be authorized to give all notices required to be given to regulatory authorities in relation to matters described above; 4. the Australian Securities and Investments Commission corporate key for each of DMAP, Holdings and DoseMe (or confirmation from Seller that a replacement corporate key has been applied for by each of DMAP, Holdings and DoseMe); 5. the register of members for each of DMAP, Holdings and DoseMe; 6. a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”) duly executed by Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as 7. a certificate of the Closing Date;Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; and 8. all corporate books and records of the Transferred Entities (vi) The resignations, effective as of to the extent that such books and records are not otherwise located at the Transferred Entities). c. At the Closing, of each director and officer of TargetBuyer shall deliver, or cause to be delivered, to Seller the following: 1. the Estimated Closing Payment; (vii) A closing statement setting forth 2. the calculation and disbursement Note, duly executed by ▇▇▇▇▇; and 3. each of the Estimated Purchase Pricefollowing documents: (1) the US law pledge and security agreement between the Seller and Buyer (the “US Security Agreement”), duly executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein▇▇▇▇▇; and (ix2) Such other documentsthe Australian law specific security deed between the Seller and Buyer (the “AU Buyer Security Agreement” and, instruments and agreements as may be reasonably requested by Buyer and its counsel. (b) Buyer will deliver to Seller together with the following items: (i) The Estimated Purchase Price, by wire transfer of immediately available funds to an account designated by Seller in writing; (ii) A certificate to the effect that each of the conditions specified in Sections 7.2(a) and 7.2(b) are satisfied in all respects; (iii) The License US Security Agreement, the “Buyer Security Agreements”), duly executed by Buyer; (iv) The Transition Services Agreement, executed by Buyer; (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to Seller and dated as of the Closing Date; (vi) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Buyer; (vii) An officer's certificate of Buyer, certifying as to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein▇▇▇▇▇; and (viii3) Such other documentseach title document and blank transfer required to be provided by the Buyer to the Seller under any Buyer Security Agreement; and 4. a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, instruments duly adopted and agreements as may in effect, which authorize the execution, delivery and performance by ▇▇▇▇▇ of this Agreement and the transactions contemplated hereby and of the Buyer Security Agreements (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the documents to be reasonably requested by Seller delivered hereunder (including the Buyer Security Agreements), and its counsel(C) customary security related matters. d. At the Closing, beneficial ownership of and risk in the Shares passes to Buyer.

Deliveries at the Closing. At the Closing: (a) Seller will At or prior to the Closing, Parent shall deliver or cause to be delivered or made available to Buyer the following itemsfollowing: (i) Stock to the extent the Sold Interests are certificated, certificates representing all of evidencing the issued and outstanding Target Shares Sold Interests duly endorsed in blank, or accompanied by stock powers duly executed assignment documents,in blank; (ii) A the duly executed certificate to the effect that each of the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respectsbe delivered by Parent and Seller pursuant to Section 7.3; (iii) The License Agreement, executed by Sellera certificate satisfying all the requirements of Treasury Regulations Section 1.1445-2(b)(2) in the form of Exhibit C certifying that Seller is a U.S. person for purposes of Section 1445 of the Code; (iv) The Transition Services Agreementeach of the Closing Agreements to which Seller, any Sold Company or any other Affiliate of Seller is a party, duly executed by Seller, such Sold Company or such other Affiliate of Seller, as applicable; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as evidence of the Closing Datetermination of all Intercompany Payables and Receivables and Intercompany Indebtedness; (vi) The resignations, evidence that the Persons set forth on Schedule 2.9(a)(vi) have resigned in writing (or otherwise been removed prior to Closing) from all director and officer positions in the Sold Companies effective as of the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement a special warranty or limited warranty (or local law equivalent) deed in recordable form conveying each parcel of the Estimated Purchase Price, executed by SellerTransferred Owned Real Property to Buyer; (viii) An officer's certificate of if received prior to Closing, the consents set forth on Schedule 2.9(a)(viii) each of Seller and Targetin a form reasonably acceptable to Buyer (such acceptance not to be unreasonably withheld, certifying as to trueconditioned, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated hereindelayed); and (ix) Such other documents, instruments an assignment and agreements as may be reasonably requested by Buyer and its counselassumption of lease agreement assigning the Transferred Leased Real Property to Buyer. (b) At or prior to the Closing, Buyer will shall deliver or cause to be delivered to Seller the following itemsfollowing: (i) The Estimated the Initial Purchase Price, Price by wire transfer of immediately available funds to an account one or more accounts designated by Seller in writing; at least two (ii2) A certificate Business Days prior to the effect that each of the conditions specified in Sections 7.2(a) and 7.2(b) are satisfied in all respects; (iii) The License Agreement, executed by Buyer; (iv) The Transition Services Agreement, executed by Buyer; (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to Seller and dated as of the Closing Date; (viii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, duly executed certificate to be delivered by BuyerBuyer pursuant to Section 6.3; (viiiii) An officer's certificate each of the Closing Agreements to which Buyer or any Affiliate of Buyer is a party, duly executed by Buyer or such other Affiliate of Buyer, certifying as to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (viii) Such other documents, instruments and agreements as may be reasonably requested by Seller and its counselapplicable.

Deliveries at the Closing. At the Closing: , (ai) Seller will execute, acknowledge and deliver to Purchaser the various certificates, instruments and documents referred to in Section 5; (ii) Seller will deliver to Buyer the following items: (i) Stock certificates representing all of the issued and outstanding Target Shares accompanied by duly executed assignment documents, (ii) A certificate title to the effect that each Fixed Assets by delivering a ▇▇▇▇ of Sale, in substantially the conditions specified form set forth in Sections 7.1(a) through 7.1(f) are satisfied in all respects; Exhibit B attached hereto, executed by Seller (the “▇▇▇▇ of Sale”); (iii) The License AgreementPurchaser will deliver the various certificates, executed by Seller; instruments and documents referred to in Section 6; and (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of the Closing Date; (vi) The resignations, effective as of the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counsel. (b) Buyer Purchaser will deliver to Seller the following items: Initial Cash Payment. For a period not to exceed six (i6) The Estimated Purchase Priceweeks from the Closing Date, by wire transfer Seller shall retain physical custody of immediately available funds the Fixed Assets in its possession until such time as Purchaser shall remove such Fixed Assets, which removal shall be at Purchaser’s expense and shall take place during Seller’s normal business hours and on reasonable advance notice from Purchaser to an account designated by Seller. Nothing in this Section 1.6 is intended to create a ▇▇▇▇▇▇/bailee relationship between Seller in writing; (ii) A certificate and Purchaser and Seller shall bear no liability to Purchaser for loss or damage to the effect Fixed Assets except to the extent that each any such loss or damage is the result of Seller’s negligence. For those Fixed Assets not its possession, for a period not to exceed twelve (12) weeks from the conditions specified Closing Date (the “Transition Period”), Seller, at its expense, shall continue to co-locate such assets under its co-location agreements with the facilities where such assets are located and shall enable Purchaser to operate such assets in Sections 7.2(asubstantially the same manner as Seller operated the assets prior to the Closing (which shall include providing necessary network connectivity and other co-location services and reasonable access to the assets). During the Transition Period, Purchaser will work expeditiously to transition such assets out of such facilities or establish its own direct co-location relationship with the operator of such facilities. At all times from and after the Closing Date Purchaser shall bear all risk of loss or damage to the such Fixed Assets. For a period of up to three (3) and 7.2(b) are satisfied in all respects; (iii) The License Agreementmonths following the Closing Date, executed by Buyer; (iv) The Transition Services Agreement, executed by Buyer; (v) An opinion on reasonable prior notice from counsel to Buyer in form and substance reasonably satisfactory Purchaser to Seller, Target and their counsel, addressed Seller shall use commercially reasonable efforts during normal business hours to Seller and dated as provide Purchaser with reasonable access to personnel that are appropriate to assist Purchaser in the transition of the Closing Date; (vi) A closing statement setting forth Business from Seller to Purchaser, provided that such access does not interfere with such personnel fulfilling their daily employment responsibilities to Seller. At any time and from time to time after the calculation Closing, at the request of either party and disbursement of the Estimated Purchase Pricewithout further consideration, executed by Buyer; (vii) An officer's certificate of Buyer, certifying as to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documentsparty will execute and deliver such other instruments of sale, instruments transfer, conveyance, assignment, assumption and agreements contemplated herein; and (viii) Such other documents, instruments and agreements confirmation as may be reasonably requested necessary or appropriate in order more effectively to (i) transfer, convey, deliver and assign to Purchaser, and to confirm Purchaser’s right, title to or interest in the Transferred Assets, (ii) assign and/or confirm the license and other rights relating to the IP Assets as set forth in the Intellectual Property Agreement, (iii) evidence and confirm the assumption by Purchaser of the Assumed Liabilities, or (iv) otherwise to confirm or carry out the provisions of this Agreement. Purchaser shall have the right on or before the Closing to assign its rights and obligations under this Agreement to a wholly owned subsidiary organized for the purpose of accepting the Transferred Assets and assuming the Assumed Liabilities and otherwise performing the obligations of Purchaser as contemplated by this Agreement; provided, however, that Purchaser’s obligation to provide payment to Seller as provided in Section 1.4 above shall not be assigned and provided further that no such assignment shall relieve Purchaser of its counselother obligations hereunder. In such event, Purchaser will provide written notice to Seller, and the Ancillary Agreements and other agreements, certificates and instruments to be delivered by the parties at the Closing shall be appropriately adjusted to reflect such assignment.

Deliveries at the Closing. At the Closing: (a) At or prior to the Closing, Seller will shall deliver or cause to be delivered to Buyer the following itemsfollowing: (i) Stock stock certificates representing all of evidencing the issued and outstanding Target Sold Shares duly endorsed in blank, or accompanied by stock powers duly executed assignment documents,in blank; (ii) A the duly executed certificate to the effect that each of the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respectsbe delivered by Seller pursuant to Section 7.3; (iii) The License Agreement, executed by Sellera certificate in the form of Exhibit C certifying that Seller is a U.S. person for purposes of Section 1445 of the Code; (iv) The Transition Services Agreementeach of the Closing Agreements to which Seller, any Sold Company or any other Affiliate of Seller is a party, duly executed by Seller, such Sold Company or such other Affiliate of Seller, as applicable; (v) An opinion from counsel evidence of (A) the termination of all Intercompany Payables and Receivables and Intercompany Indebtedness and (B) the prior transfer to Seller or its Affiliates (other than the Sold Companies) of L-3 National Security Solutions, Inc.’s equity interest in ▇▇▇▇▇▇▇▇ BioVentures, in each case, without any further liability on the part of Buyer or any Sold Company; (vi) evidence that the Persons set forth on Schedule 2.4(a)(vi) have resigned in writing from all director and Targetofficer positions in the Sold Companies effective as of the Closing; (vii) with respect to each holder of Indebtedness, a written acknowledgment or other evidence from such holder confirming that all such Indebtedness is fully paid off and/or all guarantees relating thereto are released or terminated as of the Closing Date, with respect to the Sold Companies, in form and substance reasonably satisfactory to Buyer and its counsel(collectively, addressed to Buyer and dated as of the Closing Date; (vi) The resignations, effective as of the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller;“Debt Release Letters”); and (viii) An officer's certificate to the extent not in the possession of the Sold Companies, the books, records (including personnel records of the Transferred Employees) and accounts of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counselSold Company. (b) At or prior to the Closing, Buyer will shall deliver or cause to be delivered to Seller the following itemsfollowing: (i) The Estimated the Initial Purchase Price, Price by wire transfer of immediately available funds to an account one or more accounts designated by Seller in writingSeller; (ii) A the duly executed certificate to the effect that each of the conditions specified in Sections 7.2(a) and 7.2(b) are satisfied in all respects;be delivered by Buyer pursuant to Section 6.3; and (iii) The License Agreement, executed by Buyer; (iv) The Transition Services Agreement, executed by Buyer; (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to Seller and dated as each of the Closing Date; (vi) A closing statement setting forth the calculation and disbursement Agreements to which Buyer or any Affiliate of the Estimated Purchase PriceBuyer is a party, duly executed by Buyer; (vii) An officer's certificate Buyer or such other Affiliate of Buyer, certifying as to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (viii) Such other documents, instruments and agreements as may be reasonably requested by Seller and its counselapplicable.

Deliveries at the Closing. At the Closing: , (a) Seller will deliver to Buyer Purchaser all of the following items: consents of third parties other than the lessors named in the Equipment Leases required for the assignment and transfer to Purchaser of the Contracts listed on SCHEDULE 4.11 and all Permits duly assigned to or reissued in Purchaser's name as are required for Purchaser to use the Purchased Assets as used by Seller immediately prior to the Closing, (b) Seller will execute and deliver to the Purchaser a ▇▇▇▇ of Sale in the form attached as Exhibit A (the "▇▇▇▇ OF SALE"), an estoppel and consent agreement for the lease agreement relating to the Leased Real Property duly executed by the landlord of the Leased Real Property in substantially the form attached as EXHIBIT B (the "ESTOPPEL AND CONSENT AGREEMENT") and the Assignment and Assumption of Lease Agreement in the form attached as EXHIBIT G (the "Assignment and Assumption of Lease Agreement"), (c) Seller will deliver to Purchaser executed Lien releases and termination statements in appropriate form terminating all Liens affecting any of the Purchased Assets, (d) Purchaser will execute and deliver to Seller an Assumption Agreement in the form attached as EXHIBIT C (the "ASSUMPTION AGREEMENT"), (e) Purchaser will execute and deliver to ▇▇▇▇▇▇ and ▇▇▇▇▇▇ will execute and deliver to Purchaser an Employment Agreement in the form attached as EXHIBIT D, (f) the Seller and the Stockholders will execute and deliver to Purchaser an Escrow Agreement in the form attached as EXHIBIT E, (g) Escrow Agent will execute and deliver to Purchaser an Escrow Agreement in the form attached as EXHIBIT E, (h) Purchaser will execute and deliver to Seller a Registration Rights Agreement in the form attached as Exhibit F, and (i) Stock certificates representing all of Purchaser will deliver the issued and outstanding Target Shares accompanied by duly executed assignment documents, (ii) A certificate Purchase Price to the effect that each of the conditions Seller as specified in Sections 7.1(a) through 7.1(f) are satisfied in all respects; (iii) The License Agreement, executed by Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of the Closing Date; (vi) The resignations, effective as of the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counselSection 2.5. (b) Buyer will deliver to Seller the following items: (i) The Estimated Purchase Price, by wire transfer of immediately available funds to an account designated by Seller in writing; (ii) A certificate to the effect that each of the conditions specified in Sections 7.2(a) and 7.2(b) are satisfied in all respects; (iii) The License Agreement, executed by Buyer; (iv) The Transition Services Agreement, executed by Buyer; (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to Seller and dated as of the Closing Date; (vi) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Buyer; (vii) An officer's certificate of Buyer, certifying as to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (viii) Such other documents, instruments and agreements as may be reasonably requested by Seller and its counsel.

Deliveries at the Closing. At the Closing, the Parties shall deliver, or cause to be delivered, each of the following: (a) Each Seller will deliver shall deliver, in each case accompanied by a stock power duly executed by such Seller (and, if a married individual, a spousal consent duly executed by such Seller’s spouse), to Buyer the following items: (i) Stock Purchaser, accompanied by certificates representing all of the issued and outstanding Target Shares accompanied by duly executed assignment documents, (ii) A certificate to the effect that such Seller’s Purchased Shares, in each of the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respects; (iii) The License Agreement, executed by Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Targetcase, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of the Closing DatePurchaser; (vi) The resignations, effective as of the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counsel. (b) Buyer will Purchaser shall issue to the Principal Shareholders a number of shares of Purchaser Stock as determined pursuant to Section 2.01, and shall record such issuance on its books and records; (c) Purchaser shall deliver to Seller the following items: (i) The Estimated Purchase Priceeach Principal Shareholder cash as determined pursuant to Section 2.01, by wire transfer of immediately available funds to an a bank account designated in writing by Seller in writingeach such Principal Shareholder; (iid) A certificate Purchaser shall deliver to each Minority Shareholder cash as determined pursuant to Section 2.01, by wire transfer of immediately available funds to a bank account designated in writing by each such Minority Shareholder; (e) Purchaser, the effect that Representative and the Escrow Agent shall deliver to each other a duly executed copy of each of the conditions specified in Sections 7.2(a) and 7.2(b) are satisfied in all respectsEscrow Agreements; (iiif) The License AgreementPurchaser shall deliver to the Escrow Agent the Working Capital Escrow Amount, executed the IP Indemnification Escrow Cash Amount and the Sales Tax Indemnification Escrow Cash Amount, by Buyerwire transfer of immediately available funds to a bank account designated in writing by the Escrow Agent; (ivg) The Transition Services Agreement, executed by BuyerPurchaser shall deliver to the Escrow Agent the Indemnification Escrow Stock; (vh) An opinion The Purchaser shall repay, on behalf of the Company, each item of Indebtedness listed on Schedule 2.04(h), by wire transfer of immediately available funds to the Persons and accounts specified in the payoff letters delivered pursuant to Section 2.04(n); (i) The Purchaser shall pay, on behalf of the Company, the Company Transaction Expenses specified on Schedule 2.04(i) (which shall be delivered by the Company to Purchaser at least three (3) Business Days prior to the Closing), by wire transfer of immediately available funds to the Persons or bank accounts specified on Schedule 2.04(i) and the Company shall have delivered to Purchaser invoices for all such Company Transaction Expenses, in each case, prior to the Closing Date; (j) The Purchaser shall make the Option Payments to be made by it pursuant to Section2.02 and deliver to the Purchaser evidence of each Cancelled Option; (k) As requested by Purchaser, the Company shall deliver to Purchaser resignations, effective as of the Closing, from counsel each Person who holds any director, or officer position with the Company as of immediately prior to Buyer the Closing; (l) The Parties shall have made all filings required to be made by them and have obtained all Permits and other authorizations and consents required to be obtained under all applicable Laws to consummate the Transactions in compliance with such Laws, in each case on terms and conditions satisfactory to the Purchaser; (m) The Company shall deliver to Purchaser a certificate of the Secretary of the Company, in form and substance reasonably satisfactory to Sellerthe Purchaser, Target and their counsel, addressed to Seller and dated as of the Closing Date, attaching (A) copies of the articles of incorporation and bylaws of the Company and (B) a copy of the resolutions of the Company’s board of directors approving this Agreement, the other Transaction Documents and the Transactions; (vin) A closing statement setting The Company shall deliver to Purchaser a payoff letter in respect of each item of Indebtedness set forth the calculation and disbursement on Schedule 2.04(h) indicating that, upon payment of the Estimated Purchase Pricepayoff amount specified in such payoff letter, executed by Buyerall outstanding obligations of the Company arising under or related to the Indebtedness owed to the Persons thereunder shall be repaid and extinguished in full and that, upon receipt of such amount, such Persons shall release its Liens in the assets and properties of the Company, in each case in form and substance reasonably satisfactory to Purchaser; (viio) An officer's The Company shall have obtained releases of all Liens relating to the Business, in each case in form and substance satisfactory to Purchaser (collectively, “Lien Releases”), and the Company shall deliver to Purchaser copies of each such Lien Release; (p) The Company shall obtain, maintain and fully pay for irrevocable “tail” insurance policies naming the current and former directors and officers of the Company as direct beneficiaries with a claims period of at least five (5) years from the Closing Date, and providing for coverage in the amount of at least $1,000,000 per occurrence and $2,000,000 in the aggregate, the cost of which “tail” insurance policies shall be a Company Transaction Expense, and the Company shall deliver a copy of such insurance policies to Purchaser; (q) The Company shall deliver to Purchaser a (i) certificate of Buyergood standing of the Company issued by the Arizona Corporation Commission and (ii) tax clearance certificate of the Company issued by the Department of Revenue of the State and taxing authority of its state of incorporation, certifying in each case, dated as of a recent date, and in any state where the Company has material operations; (r) Within five (5) Business Days following Closing, the Sellers shall deliver to Purchaser a CD containing true, correct and complete copies of the organizational such documents of Buyeror agreements (together with all amendments, attaching a good standing certificate and approval resolutions of Buyerwaivers or other changes thereto), and including an incumbency index of such documents and signature certification for each officer agreements, which were posted to the Project Fang online data room hosted by Clio Connect as of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated hereinimmediately prior to Closing; and (viiis) Such other documentsThe Company shall deliver to Purchaser a certificate from the Company, instruments in form and agreements substance as may be required under Treasury Regulation Section 1.897-2(h), certifying that stock of the Company is not a “United States real property interest” for purposes of Section 1445 of the Code, together with evidence reasonably requested by Seller and its counselsatisfactory to Purchaser that the Company will provide notice to the IRS in accordance with the provisions of Treasury Regulation Section 1.897-2(h).

Deliveries at the Closing. At the Closing: (a) Seller will deliver to Buyer the following itemsBuyer: (i) Stock certificates representing all a fully executed originally signed version of the issued and outstanding Target Shares accompanied by duly executed assignment documents,Shipbuilding Contract; (ii) an Assignment Deed regarding the Shipbuilding Contract substantially in the form set forth as Exhibit A certificate attached hereto or in such other form as may be agreed between Seller, Buyer and Builder (the “Assignment Deed”) duly executed by the Seller and the Builder, together with any other documents necessary for Buyer or one of Buyer’s Affiliates to the effect that each take delivery of the conditions specified Vessel from the Builder in Sections 7.1(a) through 7.1(f) are satisfied in all respectsaccordance with the Shipbuilding Contract; (iii) The License Agreement, a ▇▇▇▇ of sale regarding the Equipment in a form reasonably acceptable to Buyer (the “▇▇▇▇ of Sale”) duly executed by Seller; (iv) The Transition Services Agreement, a certificate duly executed by or on behalf of Seller; , (vA) An opinion from counsel as to Seller whether each condition specified in Sections 5.1(a) and Target, in form 5.1(b) has been satisfied and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as (B) attaching resolutions of the Closing Date; (vi) The resignations, effective as board of the Closing, of each director directors and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each sole shareholder of Seller and Target, certifying as to true, correct and complete copies of duly authorizing the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counselTransactions. (b) Buyer and Buyer’s Parent will deliver to Seller the following itemsSeller: (i) The the Closing Payment as follows: (A) by payment to Standard Chartered Bank, Offshore Banking Unit (or Standard Chartered Bank (Hong Kong) Limited as administrative agent on its behalf) of an amount equal to the outstanding principal, interest and fees under or in connection with the Valencia Bridge Loan on the Closing Date; (B) in the event that the Final DSME Delivery Payment exceeds the Estimated Purchase PriceDSME Delivery Payment, by payment to the Builder of the DSME Delivery Payment Adjustment Amount; (C) by payment to ▇▇▇▇ Solutions for any remaining balance due to ▇▇▇▇ Solutions for the Riser, and (D) by payment to the Seller of the balance of the Closing Payment, if any, by wire transfer of immediately available funds to an account or accounts, which account(s) shall be designated by the Seller in writingwriting to Buyer at least three Business Days prior to the Closing Date (subject to any arrangement as may be agreed between Seller and Buyer prior to Closing); provided, however, that in no event shall the Buyer be required to pay any more than the Closing Payment and the Reimbursable Costs payable pursuant to Section 9.13 at the Closing; (ii) A certificate to the effect that each of the conditions specified in Sections 7.2(a) and 7.2(b) are satisfied in all respectsAssignment Deed duly executed by Buyer; (iii) The License Agreement, the ▇▇▇▇ of Sale duly executed by Buyer; (iv) The Transition Services Agreement, agreements executed by Buyer;the appropriate Affiliates of Buyer terminating the Construction Management Agreement and the Management Agreement and releasing in full of all obligations and liabilities of Seller thereunder; and (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Sellera certificate, Target and their counsel, addressed to Seller and dated as of the Closing Date; (vi) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, duly executed by Buyer; (vii) An officer's certificate on behalf of Buyer, certifying (A) as to truewhether each condition specified in Sections 5.2(a) and 5.2(b) has been satisfied, correct and complete copies (B) attaching resolutions of the organizational documents board of directors of Buyer and Buyer’s Parent duly authorizing the Transactions, attaching a good standing certificate and approval (C) certifying that no shareholder resolutions of Buyer or Buyer, ’s Parent are required under all applicable listing rules and including an incumbency and signature certification for each officer the Organizational Documents of Buyer executing or Buyer’s Parent to duly authorize the Transactions and delivering this Agreement (D) certifying that an opinion as to the fairness of the transactions contemplated hereby to Buyer and Buyer’s Parent from a financial point of view has been delivered to the Buyer’s and Buyer’s Parent’s board of directors by an accounting, appraisal or the other documents, instruments and agreements contemplated herein; and (viii) Such other documents, instruments and agreements as may be reasonably requested by Seller and its counselinvestment banking firm of national standing.

Deliveries at the Closing. At Subject to the conditions set forth in this Agreement, at the Closing: (a) Seller will BPI and/or the applicable BP Selling Entity, as the case may be, shall deliver to Buyer the following itemsIntcomex: (i) Stock certificates representing all a ▇▇▇▇ of sale for the issued and outstanding Target Shares accompanied by Purchased Assets, duly executed assignment documents,by the BP Asset Selling Entity in the form of Exhibit C attached hereto (the “▇▇▇▇ of Sale”), with all necessary transfer documents and any other documents that are necessary to transfer to Intcomex (or a designated Affiliate thereof) good and marketable title to the Purchased Assets; (ii) A certificate an assignment and assumption agreement with respect to the effect that each Assumed Liabilities in the form of Exhibit D attached hereto (the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respects“Assignment and Assumption Agreement”), duly executed by the BP Asset Selling Entity; (iii) The License Agreement, executed the Cash Consideration (as adjusted by Sellerthe Estimated Working Capital Adjustment) and the Employee Payment Obligation; (iv) The Transition Services Agreementthe Fifth Amendment, duly executed by SellerBPLA; (v) An opinion from counsel original share, stock or other equity certificates for the Purchased Equity Interests (to Seller and Targetthe extent such Purchased Equity Interests are represented by certificates), duly endorsed or accompanied by stock powers duly endorsed in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of the Closing Dateblank; (vi) The resignationsan intellectual property license agreement granting the Intcomex Parties the right to use certain Intellectual Property in the form of Exhibit E attached hereto (the “License Agreement”), effective as of duly executed by BPI and/or the Closing, of each director and officer of Targetapplicable BP Party; (vii) A closing statement setting forth assignments or consents, if any, granting the calculation Intcomex Parties the right to continue to use Material Third Party Intellectual Property after the Closing under the same or reasonably equivalent terms and disbursement of conditions under which the Estimated Purchase PriceBusiness utilized such Material Third Party Intellectual Property prior to the Closing, duly executed by Sellerthe licensor of such Material Third Party Intellectual Property and by BPI or the BP Selling Entity; (viii) An officer's (x) assignment of the BPLA Company Agreements, (y) those consents and/or waivers required for the assignment or change of control of the Company Agreements listed on Schedule 2.4(a)(viii) attached hereto, and (z) subject to the provisions of Section 2.5(a) hereof, those consents and/or waivers required in connection with the arrangements to be entered into pursuant to Section 2.5(a)(i) hereof listed on Schedule 2.4(a)(viii) attached hereto; (ix) a copy of the resolutions or consents of the board of directors (or comparable governing body with different name) of BPI and the BP Selling Entities authorizing the transactions contemplated herein, each certified by the Secretary of BPI and the applicable BP Selling Entity; (x) a certificate of Secretary of BPI and each of Seller and Target, certifying the BP Selling Entities as to true, correct the incumbency and complete copies signatures of the organizational documents officers of Seller the BP Parties executing this Agreement; (xi) resignations of directors/auditors and Targetbank signatories of the Purchased Subsidiaries, attaching good standing certificates and approval resolutions of each of Seller and Targetif required by Intcomex, and including an incumbency appointment of alternates effective at Closing; (xii) a letter addressed to the registered agent of BP Colombia Limited in the British Virgin Islands confirming that BPLA has sold its shares of BP Colombia Limited to Intcomex Colombia and signature certification for each officer instructing the registered agent to recognize Intcomex Colombia as the registered agent’s client of Seller and Target executing and delivering this Agreement or record; (xiii) a certified copy of BP Colombia Limited’s updated share register evidencing the other documents, instruments and agreements contemplated hereinshare transfer to Intcomex Colombia; and (ixxiv) Such any other documents, certificates and other instruments and agreements as may be documents reasonably requested by Buyer and its counselIntcomex to be delivered by BPI or any of the BP Parties at or prior to the Closing or otherwise required in connection herewith. (b) Buyer will Intcomex and/or the other applicable Intcomex Parties shall deliver to Seller BPI and the following itemsBP Selling Entities: (i) The Estimated Purchase Priceto BPLA, by wire transfer of immediately available funds to an account designated by Seller stock certificates evidencing the Purchased Intcomex Stock registered in writingBPLA’s name; (ii) A certificate to the effect that each of the conditions specified in Sections 7.2(a) Assignment and 7.2(b) are satisfied in all respectsAssumption, duly executed by Intcomex (or a designated Affiliate thereof); (iii) The License Agreementthe Fifth Amendment, duly executed by BuyerIntcomex and the other Intcomex shareholder parties thereto; (iv) The Transition Services the License Agreement, duly executed by BuyerIntcomex; (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to Seller and dated as consents or waivers of the Closing Datethird Persons under those Contracts listed on Schedule 2.4(b)(v) attached hereto; (vi) A closing statement setting forth the calculation and disbursement a copy of the Estimated Purchase Priceresolutions or consents of the board of directors of Intcomex authorizing the transactions contemplated herein, executed certified by Buyerthe Secretary of Intcomex; (vii) An officer's a certificate of Buyer, certifying Secretary of each of the Intcomex Parties as to true, correct the incumbency and complete copies signatures of the organizational documents officers of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer the Intcomex Parties executing and delivering this Agreement or the other documents, instruments and agreements contemplated hereinAgreement; and (viii) Such any other documents, certificates and other instruments and agreements as may be documents reasonably requested by Seller and its counselBPI to be delivered by Intcomex or other Intcomex Parties at or prior to the Closing or otherwise required in connection herewith.

Deliveries at the Closing. At the Closing: (a) Seller will deliver to Buyer the following items: (i) Stock certificates representing all of the issued and outstanding Target Shares accompanied by duly executed assignment documents, (ii) A certificate 10.2.1 The Buyer shall pay to the effect that each of the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respects; (iii) The License Agreement, executed by Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of Sellers the Closing Date; (vi) The resignations, effective as of Payment in cash at the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counsel. (b) Buyer will deliver to Seller the following items: (i) The Estimated Purchase Price, Closing by wire transfer of immediately available funds in U.S. dollars to an a bank account designated specified in writing by the Sellers to the Buyer at least two (2) Business Days prior to the Closing Date. 10.2.2 Each Seller in writing(as applicable) shall duly execute and deliver to the Buyer or Buyer’s nominee: 10.2.2.1 the Sellers’ Closing Certificate; 10.2.2.2 one or more grant deeds in substantially the form of Exhibit B, pursuant to which (iibut subject to this Agreement) A certificate the applicable Seller conveys the Owned Real Properties to the effect Buyer, or Buyer’s nominee, subject to the Permitted Encumbrances (collectively, the “Deeds”) and Buyer acknowledges and agrees that the conditioning of Sellers' conveyances in said Deeds by the Permitted Encumbrances shall survive the Closing and any resulting merger into the Deeds and any other instruments; 10.2.2.3 one or more bills of sale in substantially the form of Exhibit B-1, pursuant to which (but subject to this Agreement) the applicable Seller conveys to Buyer, or Buyer’s nominee, its right, title and interest in and to its personal property located on the Owned Real Properties and the Leased Real Property; 10.2.2.4 an Assignment and Assumption of Leases in substantially the form of Exhibit C, or, in the case of Included Thrifty Agreements, Exhibit C-1, as applicable, pursuant to which (but subject to this Agreement) the applicable Seller conveys its right, title and interest in and to the Leased Real Property to Buyer, or Buyer’s nominee, which may take the form of multiple assignments if Seller reasonably deems necessary (the “Assignment of Leased Property”); 10.2.2.5 an Assignment and Assumption of Easements, Licenses, Rights of Way and Other Pipeline Interests in recordable form in substantially the form of Exhibit D, pursuant to which (but subject to this Agreement) the applicable Seller conveys its right, title and interest in and to the ▇▇▇▇▇▇ Logistics and Marketing Terminals Pipeline Systems ROWs, to Buyer, or Buyer’s nominee, which may take the form of multiple assignments if Seller reasonably deems necessary (the “Assignment of Easements”); 10.2.2.6 one or more bills of sale in substantially the form of Exhibit D-1 pursuant to which (but subject to this Agreement) the applicable Seller conveys its right, title and interest in and to the ▇▇▇▇▇▇ Logistics and Marketing Terminals Pipeline Systems to Buyer, or Buyer’s nominee; 10.2.2.7 a ▇▇▇▇ of Sale, Assignment, and Assumption Agreement (the “▇▇▇▇ of Sale, Assignment and Assumption Agreement”), substantially in the form of Exhibit E, pursuant to which the applicable Seller conveys its right, title and interest in and to the Purchased Assets other than the Real Property Interests, and the interests conveyed by the instruments described in Sections 10.2.2.2, 10.2.2.3, 10.2.2.4, 10.2.2.5, and 10.2.2.6 above, and the Buyer assumes the Assumed Liabilities, to the Buyer, or Buyer’s nominee, which may take the form of multiple agreements if such Seller reasonably deems necessary; 10.2.2.8 an assignment of the ▇▇▇▇▇▇ ▇▇▇▇▇ Company Interests substantially in the form of Exhibit V, pursuant to which Products Cogeneration Company conveys the ▇▇▇▇▇▇ Cogen Company Interests to the Buyer; 10.2.2.9 stock certificates for the ▇▇▇▇▇▇ ▇▇▇▇▇ Company Shares, duly endorsed to Buyer or accompanied by duly executed stock powers; 10.2.2.10 a Certificate of Non-Foreign Status and a California 593(c) Form; 10.2.2.11 a certificate (attested by an officer of Seller) certifying to the adoption of resolutions by each Seller authorizing the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; 10.2.2.12 a certificate of good standing for each Seller, issued by the Secretary of State of the state of its organization, a certificate of good standing for the ▇▇▇▇▇▇ ▇▇▇▇▇ Company issued by the Secretary of State of the State of Delaware, a certificate of good standing for the ▇▇▇▇▇▇ Cogen Company issued by the Secretary of State of the State of California and a certificate of good standing for each Seller and the Seller Guarantor, issued by the Secretary of State of its state of formation; 10.2.2.13 a certificate (attested by an officer of Seller) as to the Organizational Documents of the ▇▇▇▇▇▇ ▇▇▇▇▇ Company and the ▇▇▇▇▇▇ Cogen Company; 10.2.2.14 certificates of the incumbency and specimen signatures of the signatory officers of each Seller and the Seller Guarantor; 10.2.2.15 the Other Agreements; 10.2.2.16 state, county and municipal transfer tax declarations, if applicable; 10.2.2.17 with respect to the Dealer Loans, UCC-3 financing statements, assignments of deeds of trust or mortgages in recordable form, substantially in the form of Exhibit Q, and assignments of other collateral interests of the Sellers, substantially in the form of Exhibit R, (to the extent not included in the ▇▇▇▇ of Sale, Assignment and Assumption Agreement); 10.2.2.18 Underground Storage Tank Change of Ownership Form for each of the conditions specified in Sections 7.2(a) Real Property Interests where underground storage tanks are located and 7.2(b) are satisfied in all respects; (iii) The License Agreementowned by the Sellers, executed by Buyer; (iv) The Transition Services Agreementas applicable, executed by Buyer; (v) An opinion from counsel to Buyer in form and substance acceptable to Sellers and Buyer; and 10.2.2.19 a Financial Certificate of the Seller Guarantor. 10.2.3 The Buyer shall duly execute and deliver to the Sellers: 10.2.3.1 the Buyer’s Closing Certificate; 10.2.3.2 the Deeds, to the extent necessary to confirm any covenants and restrictions that run with the land; 10.2.3.3 the Assignment of Leased Property; 10.2.3.4 the Assignment of Easements; 10.2.3.5 the ▇▇▇▇ of Sale, Assignment, and Assumption Agreement; 10.2.3.6 (i) a resale certificate with respect to the Hydrocarbon Inventory and Non-Hydrocarbon Inventory in a form reasonably satisfactory to Seller, Target the Sellers and their counsel, addressed to Seller (ii) any other certificates or instruments necessary for the sale and dated as transfer of the Closing DatePurchased Assets, Hydrocarbon Inventory and Non-Hydrocarbon Inventory without any sales, excise or use Taxes, all to be in a form reasonably satisfactory to the Sellers, and the Parties shall consult with each other to ensure that such instruments are in the form necessary for each Party to retain and maintain the applicable Tax exemption; 10.2.3.7 a certificate (vi) A closing statement setting forth the calculation and disbursement attested by an officer of the Estimated Purchase PriceBuyer) certifying to the adoption of resolutions by the Buyer authorizing the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; 10.2.3.8 a certificate of good standing for the Buyer, executed issued by the Secretary of State of the Buyer’s state of formation; 10.2.3.9 a certificate (attested by an officer of Buyer) as to the Organizational Documents of Buyer; (vii) An officer's 10.2.3.10 a certificate of Buyer, certifying as to true, correct incumbency and complete copies specimen signatures of the organizational documents signatory officers of the Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or ; 10.2.3.11 the other documents, instruments and agreements contemplated herein; and (viii) Such other documents, instruments and agreements as may be reasonably requested by Seller and its counsel.Other Agreements;

Deliveries at the Closing. At the Closing: (a) The following deliveries will be made by Seller will deliver to Buyer the following itemsBuyer: (i) Stock certificates representing all such appropriately executed bills of sale, assignments and other instruments of transfer providing for the sale, assignment, transfer, conveyance and delivery (including, to the extent applicable, of record) of the issued and outstanding Target Shares accompanied by duly executed assignment documents,Acquired Assets to Buyer in forms acceptable to the Buyer; (ii) A certificate to copies of resolutions adopted by the effect that each board of directors of Seller approving the execution and delivery by Seller of this Agreement and the performance by the Seller of its obligations hereunder, all of the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respectsforegoing certified as of the Closing Date by Seller's Secretary or Assistant Secretary; (iii) The License Agreement, executed by Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Targetpossession of the Acquired Assets, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of the Closing Date; (vi) The resignations, effective as of the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements such manner as may reasonably be reasonably requested by Buyer and its counsel. (b) Buyer will deliver to Seller the following items: (i) The Estimated Purchase Price, by wire transfer of immediately available funds to an account designated by Seller in writing; (ii) A certificate to the effect that each of the conditions specified in Sections 7.2(a) and 7.2(b) are satisfied in all respects; (iii) The License Agreement, executed by Buyer; (iv) a legal opinion of counsel to Seller, as to the matters set forth on Exhibit G; (v) such other documents as Buyer may reasonably request in order to effectuate the transactions contemplated by this Agreement to be consummated at the Closing. (b) The Transition Services Agreementfollowing deliveries will made be made by Buyer to Seller: (i) the Initial Cash Payment; (ii) the Promissory Note, duly executed by Buyer; (viii) An opinion from counsel to copies of resolutions adopted by the board of directors of Buyer in form approving the execution and substance reasonably satisfactory to Sellerdelivery by Buyer of this Agreement and the performance by the Buyer of its obligations hereunder, Target and their counsel, addressed to Seller and dated all of the foregoing certified as of the Closing DateDate by the Buyer's Secretary or Assistant Secretary; (viiv) A closing statement setting forth such other documents as the calculation and disbursement of Seller may reasonably request in order to effectuate the Estimated Purchase Price, executed transactions contemplated by Buyer;this Agreement to be consummated at the Closing. (viic) An officer's certificate The following deliveries will be made by Balk: (i) a duly executed Employment Agreement between Balk and the Buyer in the form of Buyer, certifying as to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated hereinExhibit H hereto; and (viiiii) Such other documentsduly executed Employment Agreements between the Buyer and each of Janet Winter, instruments Linda Cooper and agreements as may be reasonably requested by Seller Barbara Garfinkel, on terms and its counsel.in a f▇▇▇ ▇▇▇▇▇▇▇▇le ▇▇ ▇▇▇ ▇▇▇▇r.

Deliveries at the Closing. At 2.1 KAIR's Deliveries at the Closing. At or prior to the Closing and as a condition of Closing, KAIR shall deliver or cause to be delivered to the Escrow Agent at their offices of ▇▇▇▇▇ & Associates located at 1900 Avenue of the Stars, Suite 1450, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, all of the following: (a) Seller will deliver Original certificates representing the KAIR Shares registered in the name of the Stockholders, respectively, in accordance with the percentages on Schedule 1 hereof; (b) The Officer's Certificate signed by KAIR's President and dated as of the Closing Date in the form attached hereto as Exhibit B; (c) A written resignation of the officers and directors of KAIR effective as of the Closing Date in form satisfactory to Buyer the following items:Stockholders; (d) Certified resolutions of the Board of Directors of KAIR in the form attached hereto as Exhibit C (i) Stock certificates representing all authorizing the consummation of the issued transactions contemplated by this Agreement; and outstanding Target Shares accompanied by duly executed assignment documents, (ii) A certificate to electing the effect that each person(s) designated by KAIR as officer(s) and director(s) of the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respects; (iii) The License Agreement, executed by Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated KAIR effective as of the Closing Date; (vie) The resignations, effective A certified list of the record holders of KAIR Common Stock as of the Closing, most recent practicable date evidencing all of each director the shares of KAIR Common Stock issued and officer of Targetoutstanding; (viif) A closing statement setting forth certificate of good standing of KAIR from the calculation and disbursement State of Nevada as of the Estimated Purchase Price, executed by Sellermost recent practicable date; (viiig) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies A signed copy of the organizational documents Escrow Instruction in the form of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; andExhibit D attached hereto; (ixh) Such other documents, documents and instruments and agreements as may shall be reasonably requested by Buyer and its counsel. (b) Buyer will deliver necessary to Seller effect the following items:transactions contemplated hereby; and (i) The Estimated Purchase PriceStockholders have carefully reviewed a proposed Option Agreement under which Pollution Control Ltd., by wire transfer a Bahamian Company and affiliate of immediately available funds ▇▇▇▇▇▇ ▇▇▇▇▇▇, to an account designated by Seller in writing; (ii) A certificate to the effect that each purchase 100% of the conditions specified in Sections 7.2(a) and 7.2(b) are satisfied in all respects; (iii) The License Agreement, executed by Buyer; (iv) The Transition Services Agreement, executed by Buyer; (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to Seller and dated as stock of the Closing Date; (vi) A closing statement setting forth the calculation and disbursement KAIR subsidiary holding all of the Estimated Purchase Priceassets, executed by Buyer; (vii) An officer's certificate of Buyer, certifying as subject to true, correct and complete copies all of the organizational documents liabilities of BuyerKAIR, attaching a good standing certificate for the total purchase price of $3,600. The Stockholders believe that the execution of the Option Agreement in the form attached hereto as Exhibit 1 is in the best interests of KAIR and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or therefore will cause same to be delivered to ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ with irrevocable instructions to deliver same to Pollution Control Ltd. immediately after the other documents, instruments and agreements contemplated herein; and (viii) Such other documents, instruments and agreements as may be reasonably requested by Seller and its counselclosing.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents set forth in Schedule 3.2; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents set forth in Schedule 3.2; (iii) the Seller will execute, acknowledge (as appropriate), and deliver to the Buyer assignments (including real property and Intellectual Property transfer documents) and such other instruments of sale, transfer, conveyance, and assignment in such form as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller an assumption agreement in such form as the Seller and its counsel reasonably may request; (v) the Buyer will deliver to the Seller the consideration specified in Section 2.3 above; (vi) the share certificates of the Mexican Affiliate not owned by the Seller shall be delivered by Seller to the Buyer on behalf of the Persons buying such shares, and (vi) the following items in respect of the real property shall be apportioned as of 11:59 p.m. of the day immediately preceding the Closing Date: (a) Seller will deliver to Buyer Real estate taxes, on the following items: (i) Stock certificates representing all basis of the issued and outstanding Target Shares accompanied by duly executed assignment documents, (ii) A certificate to fiscal year for which the effect that each of the conditions specified in Sections 7.1(a) through 7.1(f) same are satisfied in all respectslevied, imposed, or assessed; (iii) The License Agreement, executed by Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of the Closing Date; (vi) The resignations, effective as of the Closing, of each director and officer of Target; (vii) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Seller; (viii) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (ix) Such other documents, instruments and agreements as may be reasonably requested by Buyer and its counsel. (b) Charges for water and sewer rents on the basis of the fiscal period for which same are assessed or a current meter reading, as applicable, and charges for electricity, steam, gas, and telephone. The Seller at the Closing shall furnish a current reading of each meter; and further provided that if there is not a meter or if the current bill for any of such utilities has ▇▇▇ been issued prior to the Closing Date, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued and shall be further adjusted when the bills for the current period are issued; (c) Fuel, if any, at the Seller's cost therefor (as determined by the Seller's fuel supplier on the basis of a reading performed not more than one business day prior to the Closing); (d) Amounts paid or payable under transferable service contracts, if any such service contracts shall, at the Buyer's option, be assigned to and assumed by the Buyer at the Closing; (e) Premiums on existing transferable insurance policies or renewals of those expiring prior to the Closing, if any such policy shall, at the Buyer's option, be assigned to and assumed by the Buyer at the Closing. If the Closing shall occur before the real estate tax rate or the assessed valuation is fixed for the current fiscal year, the apportionment of real estate taxes shall be based upon the preliminary bill and further adjusted when the ▇▇▇al bill is issued. Seller shall pay ▇▇▇ New Jersey Realty Transfer Fee payable as a result of the Closing based upon consideration as appropriately allocated from the Purchase Price. Buyer will deliver to Seller the following items: (i) The Estimated Purchase Price, by wire transfer of immediately available funds returns and all other related documentation required to an account designated by Seller in writing; (ii) A certificate to the effect that each of the conditions specified in Sections 7.2(a) be prepared and 7.2(b) are satisfied in all respects; (iii) The License Agreement, executed by Buyer; (iv) The Transition Services Agreement, executed by Buyer; (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to Seller and dated as of connection with the Closing Date; (vi) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Buyer; (vii) An officer's certificate of Buyer, certifying as to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated herein; and (viii) Such other documents, instruments and agreements as may be reasonably requested by Seller and its counselforegoing.

Deliveries at the Closing. At On the Closing:date hereof, the Seller and Purchaser have executed this Agreement. Contemporaneously with the execution of this Agreement, (a) Seller will deliver to Buyer the following itemsshall: (i) Stock certificates representing all execute, acknowledge and deliver to Purchaser the Sublease in the form of Exhibit H-1 with respect to the issued and outstanding Target Shares accompanied by duly executed assignment documents,Leased Premises; (ii) A certificate execute and deliver to Purchaser the effect that each Assignment of Marks in the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respectsform of Exhibit H-2; (iii) The License Agreement, executed by Sellerexecute and deliver to Purchaser those other instruments of transfer and conveyance specified in Exhibit H-3; (iv) The Transition Services Agreement, executed by Sellerexecute and deliver to Purchaser the Assignment and Assumption Agreement in the form of Exhibit H-4; (v) An opinion from counsel execute and deliver to Seller Purchaser and Target, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of Escrow Agent the Closing DateEscrow Agreement; (vi) The resignationsexecute and deliver to Purchaser the Third Party Consents which are listed on Schedule 2.6(vi) hereto; and (vii) execute and deliver to Purchaser the Sublicense in the form of Exhibit H-5. (b) Purchaser shall: (i) execute, effective as acknowledge and deliver to Seller the Sublease in the form of Exhibit H-1 with respect to the ClosingLeased Premises; (ii) execute and deliver to Seller the Assignment of Marks in the form of Exhibit H-2; (iii) execute and deliver to Purchaser those other instruments of transfer and conveyance specified in Exhibit H-3 (iv) execute, acknowledge and deliver to Seller the Assignment and Assumption Agreement in the form of each director Exhibit H-4; (v) execute and officer deliver to Seller and the Escrow Agent the Escrow Agreement; (vi) make offers of Targetemployment to the Listed Employees; (vii) A closing statement setting forth caused the calculation and disbursement wire transfer of funds to Seller in the Estimated Purchase Price, executed by Selleramount of Seven Million Six Hundred Fifty Thousand Dollars ($7,650,000); (viii) An officer's certificate caused the wire transfer of each funds to Escrow Agent in the amount of Seller and Target, certifying as to true, correct and complete copies Eight Hundred Fifty Thousand Dollars ($850,000); (ix) pay or otherwise provide for the payment of the organizational documents one-half (50%) of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering all Transfer Taxes incurred in connection with this Agreement or and the other documents, instruments and agreements transactions contemplated herein; and (ixx) Such other documents, instruments execute and agreements as may be reasonably requested by Buyer and its counsel. (b) Buyer will deliver to Seller Purchaser the following items: (i) The Estimated Purchase Price, by wire transfer Sublicense in the form of immediately available funds to an account designated by Seller in writing; (ii) A certificate to Exhibit H-5. In the effect that each of the conditions specified in Sections 7.2(a) and 7.2(b) are satisfied in all respects; (iii) The License Agreement, executed by Buyer; (iv) The Transition Services Agreement, executed by Buyer; (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Seller, Target and their counsel, addressed to Seller and dated as of the Closing Date; (vi) A closing statement setting forth the calculation and disbursement of the Estimated Purchase Price, executed by Buyer; (vii) An officer's certificate of Buyer, certifying as to true, correct and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering event this Agreement or is executed but the other documentstransactions described above are not consummated on the date hereof, instruments this Agreement shall be null and agreements contemplated herein; and (viii) Such other documents, instruments and agreements as may be reasonably requested void. The execution by Seller and its counselPurchaser of a closing memorandum shall be conclusive evidence that the transactions described above have been consummated.

Deliveries at the Closing. At the Closing, ------------------------- 2.2.1. The Seller shall deliver to the Purchaser, upon receipt of the payments of cash and delivery of PTGI Notes due to Seller at Closing pursuant to Section 1.2.2 hereof: (a) Seller will deliver to Buyer the following items: (i) Stock certificates representing all a copy of the issued and outstanding Target Shares accompanied by duly executed assignment documents, (ii) A certificate to the effect that each resolutions of the conditions specified in Sections 7.1(a) through 7.1(f) are satisfied in all respects; (iii) The License AgreementBoard of Directors of the Seller authorizing the execution, executed delivery and performance hereof by the Seller; (iv) The Transition Services Agreement, executed by Seller; (v) An opinion from counsel to Seller and Targeta certificate of its Secretary, in form and substance reasonably satisfactory to Buyer and its counsel, addressed to Buyer and dated as of the Closing Date, certifying that such resolutions were duly adopted and are in full force and effect; (vib) The resignationsall documents, effective certificates and agreements reasonably necessary to transfer to the Purchaser as of Closing Date title to the Closing, Purchased Assets free and clear of each director any and officer of Targetall Encumbrances thereon; (viic) A closing statement setting forth with respect to the calculation and disbursement Shares of the Estimated Purchase Pricenon-U.S. Purchased Subsidiaries, duly executed by Selleror endorsed share transfers or notarial deeds of transfer in favor of the Purchaser, or as it may direct, together with related Share certificates or Share transfer forms for the Shares and any power of attorney or other authority under which such transfers have been executed; (viiid) An officer's certificate of each of Seller and Target, certifying as to true, correct and complete copies of the organizational documents of Seller and Target, attaching good standing certificates and approval resolutions of each of Seller and Target, and including an incumbency and signature certification for each officer of Seller and Target executing and delivering this FIRPTA Affidavit described in Section 6.4 duly executed; (e) the Non-Competition Agreement or the other documents, instruments and agreements contemplated hereinduly executed; and (ixf) Such the other documents, instruments and agreements as may documents to be reasonably requested delivered by Buyer and its counselSeller which are referred to in Article V hereof. 2.2.2. The Purchaser shall deliver to the Seller (a) PTGI Notes having an aggregate principal amount equal to the Elected Percentage of the Purchase Price payable under Section 1.2.1(a) hereof; (b) Buyer will deliver cash in the amounts due at Closing pursuant to Seller the following items: (i) The Estimated Purchase PriceSection 1.2.2, by wire transfer of in immediately available funds to an account the account(s) designated by the Seller in writingat least one (1) Business Day prior to the Closing; (iic) A certificate to the effect that each of the conditions specified in Sections 7.2(a) and 7.2(b) are satisfied in all respectsA/R Promissory Note; (iiid) The License Agreementa copy of the resolutions of the Board of Directors of the Purchaser, executed or similar enabling document authorizing the execution, delivery and performance hereof by Buyer; (iv) The Transition Services Agreementthe Purchaser, executed by Buyer; (v) An opinion from counsel to Buyer in form and substance reasonably satisfactory to Sellera certificate of its Secretary or Assistant Secretary, Target and their counsel, addressed to Seller and dated as of the Closing Date; (vi) A closing statement setting forth the calculation , that such resolutions were duly adopted and disbursement of the Estimated Purchase Price, executed by Buyer; (vii) An officer's certificate of Buyer, certifying as to true, correct are in full force and complete copies of the organizational documents of Buyer, attaching a good standing certificate and approval resolutions of Buyer, and including an incumbency and signature certification for each officer of Buyer executing and delivering this Agreement or the other documents, instruments and agreements contemplated hereineffect; and (viiie) Such the other documents, instruments documents to be delivered by Purchaser which are referred to in Article V hereof. 2.2.3. The Purchaser shall deliver the W/C Escrowed Amount and agreements as may be reasonably requested by Seller and its counselthe Escrowed Purchase Price to the Escrow Agent in immediately available funds.