Common use of First Closing Clause in Contracts

First Closing. (i) The closing of the transactions contemplated by clause (i) of Section 2.1 (the “First Closing”) shall take place remotely via the electronic exchange of closing deliveries (i) on the day that is two (2) Business Days after the date on which the last of the conditions set forth in Section 7.1, Section 7.2 and Section 7.3 (other than any such conditions that by their terms are not capable of being satisfied until the First Closing Date, but subject to the satisfaction or waiver of those conditions) is satisfied or, when permissible, waived by the Party for whose benefit such conditions exist; or (ii) on such other date or at such other time or place as the Parties may mutually agree upon in writing (such date, the “First Closing Date”). The First Closing shall be effective for all purposes at 12:01 a.m. central time on the First Closing Date. (ii) At the First Closing, the Company shall deliver, or cause to be delivered, to Buyer the following: (A) evidence of resignations or removals, effective as of the First Closing, of each of the directors, managers and officers of the First Closing Acquired Entities with respect to whom Buyer has delivered written notice requesting resignation or removal at least five (5) Business Day prior to the First Closing; (B) a duly executed FIRPTA Certificate and IRS Form W-9 by the Company, in each case, in a form reasonably acceptable to Buyer; provided that Buyer’s sole right if the Company fails to provide such FIRPTA Certificate or IRS Form W-9 shall be to make an appropriate withholding under Sections 1445 or 1446(f) of the Code, as applicable; and (C) (1) the Assignment and Assumption Agreement, duly executed by the Company, (2) an equity interest transfer power, duly executed by the Company with respect to the Company’s First Closing Interests, and (3) the Transition Services Agreement, duly executed by Crestwood. (iii) At the First Closing, each Seller shall deliver, or cause to be delivered, to Buyer, with respect to such Seller, the certificate referred to in Section 7.3(d). (iv) At the First Closing, Buyer shall deliver, or cause to be delivered, to the Company and the Sellers the following: (1) the Assignment and Assumption Agreement, duly executed by Buyer, and (2) the Transition Services Agreement, duly executed by Buyer; (B) the First Closing Preliminary Purchase Price, in accordance with Section 2.2; and (C) the certificate referred to in Section 7.2(c).

First Closing. (i) The closing obligation of the transactions contemplated by clause (i) of Section 2.1 (Buyer hereunder to purchase the “Debentures at the First Closing”) shall take place remotely via Closing is subject to the electronic exchange of closing deliveries (i) on the day that is two (2) Business Days after the date on which the last of the conditions set forth in Section 7.1satisfaction, Section 7.2 and Section 7.3 (other than any such conditions that by their terms are not capable of being satisfied until at or before the First Closing Date, but subject to of each of the satisfaction or waiver of those following conditions) is satisfied or, when permissible, provided that these conditions are for the Buyer's sole benefit and may be waived by the Party for whose benefit such conditions exist; or Buyer at any time in its sole discretion: (iia) on such other date or at such other time or place as The Company shall have executed and delivered the Parties may mutually agree upon in writing (such date, Transaction Documents applicable to the “First Closing Date”). and delivered the same to the Buyer. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be effective for all purposes performed, satisfied or complied with by the Company at 12:01 a.m. central time on or prior to the First Closing Date. (iic) At the First Closing, The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel. (d) The Company shall deliver, or cause to be delivered, have executed and delivered to Buyer a closing certificate in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the following: formation and good standing of the Company from the secretary of state (Aor comparable office) evidence of resignations or removalsfrom the jurisdiction in which the Company is incorporated, effective as of the First Closing, of each of the directors, managers and officers a date within ten (10) days of the First Closing Acquired Entities Date; (ii) the Company's Certificate of Incorporation; (iii) the Company 's Bylaws; and (iv) copies ofthe resolutions ofthe board of directors of the Company consistent with respect to whom Buyer has delivered written notice requesting resignation or removal at least five (5) Business Day prior to the First Closing; (B) a duly executed FIRPTA Certificate and IRS Form W-9 Section 6.3, as adopted by the Company, in each case, 's board of directors in a form reasonably acceptable to Buyer; provided that Buyer’s sole right if the Company fails to provide such FIRPTA Certificate or IRS Form W-9 shall be to make an appropriate withholding under Sections 1445 or 1446(f) of the Code, as applicable; and (C) (1) the Assignment and Assumption Agreement, duly executed by the Company, (2) an equity interest transfer power, duly executed by the Company with respect to the Company’s First Closing Interests, and (3) the Transition Services Agreement, duly executed by Crestwood. (iiie) At the First ClosingThe Company shall have authorized, each Seller shall deliver, or cause to be delivered, to Buyer, with respect to such Sellerby appropriate resolution, the certificate referred to in Section 7.3(d)issuance of the Shares. (ivf) At No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (g) The Company shall have executed such other agreements, certificates, confirmations or resolutions as the First Closing, Buyer shall deliver, or cause may required to be delivered, to consummate the Company transactions contemplated by this Agreement and the Sellers the following: (1) the Assignment Transaction Documents, including a closing statement and Assumption Agreement, duly executed joint disbursement instructions as may be required by Buyer, and (2) the Transition Services Agreement, duly executed by Buyer; (B) the First Closing Preliminary Purchase Price, in accordance with Section 2.2; and (C) the certificate referred to in Section 7.2(c).

First Closing. (ia) First Closing. The closing simultaneous consummation of the transactions contemplated by clause (i) of in this Section 2.1 2.5 (the “"First Closing”") shall take place remotely via the electronic exchange of closing deliveries (i) on the day that is two (2) Business Days after the date on which the last of the conditions set forth in Section 7.1shall, Section 7.2 and Section 7.3 (other than any such conditions that by their terms are not capable of being satisfied until the First Closing Date, but subject to the satisfaction or waiver of those conditions) is satisfied orthe conditions set forth in Sections 6.1, when permissible6.2 and 6.3, waived by take place at 10:00 a.m. on March 19, 2004, at the Party for whose benefit such conditions exist; or (ii) on such other date offices of ▇▇▇▇ ▇▇▇▇▇ LLP, Princeton ▇▇▇▇▇▇▇▇▇ Village, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or and place as shall be mutually agreed upon by the Parties may mutually agree upon Parties. The date on which the First Closing occurs is referred to in writing (such date, this Agreement as the “"First Closing Date”)". The As promptly as reasonably practicable after the First Closing shall be effective for all purposes at 12:01 a.m. central time on Date and in any event within 10 business days after the First Closing Date, the Seller shall deliver to the Purchaser any information, records and materials identified in Section 2.3(a) which shall not have been theretofore delivered. All such information, records and materials provided by the Seller shall be filed in files at the Facilities or packaged, organized and listed in a commercially reasonable manner, at the Seller's cost. (iib) Seller's Obligations at the First Closing. At the First Closing, the Company Seller shall deliverundertake, or cause to be deliveredundertaken, deliver to Buyer the Purchaser and/or cause to be delivered to the Purchaser, as applicable, the following, each duly undertaken or executed on behalf of the applicable party by an authorized officer thereof: (Ai) evidence The Seller shall deliver to the Purchaser a ▇▇▇▇ of resignations or removalsSale executed by the Seller with respect to the First Closing Acquired Assets in the form of Exhibit B; ▇▇▇▇▇▇▇ Purchase Option and Agreement ------------------------------------- (ii) ▇▇▇▇▇▇ shall exercise the option to purchase the ▇▇▇▇▇▇▇ Facility in accordance with the ▇▇▇▇▇▇▇ Drive Lease and in connection therewith shall cause to be paid to Par Two Hundred and Fifty Thousand Dollars ($250,000) in immediately available funds as a deposit on the full purchase price for the ▇▇▇▇▇▇▇ Facility and the Par Equipment; (iii) ▇▇▇▇▇▇ and Par shall execute and deliver to the Purchaser the contract of sale for the ▇▇▇▇▇▇▇ Facility in the form attached to the ▇▇▇▇▇▇▇ Drive Lease pursuant to which ▇▇▇▇▇▇ shall purchase from Par, effective and Par shall sell to ▇▇▇▇▇▇, the ▇▇▇▇▇▇▇ Facility and the Par Equipment (the "▇▇▇▇▇▇▇ Contract of Sale"); (iv) ▇▇▇▇▇▇ shall deliver to the Purchaser the Assignment and Assumption of Contract of Sale executed by ▇▇▇▇▇▇ in the form attached hereto as Exhibit E (the "Assignment of Contract of Sale"); (v) Par shall consent in writing in the form attached hereto as Exhibit F (the "Par Consent") to the assignment of the First Closing▇▇▇▇▇▇▇ Contract of Sale as contemplated by the Assignment of Contract of Sale; Use and License; Release of Liens and Grant of Consent by Third Parties ----------------------------------------------------------------------- (vi) The Seller shall deliver to the Purchaser the Use and License Agreement executed by the Seller in the form attached hereto as Exhibit H (the "Use and License Agreement"); (vii) ▇▇▇▇▇ Partners III, L.P. shall execute and deliver to the Seller and the Purchaser the Agent's Release of each Liens attached hereto as Exhibit I (the "Agent's Release of Liens"); (viii) The Voting Agreement in the directorsform attached hereto as Exhibit M (the "Voting Agreement") shall be executed by the parties thereto and delivered to the Seller and the Purchaser; ▇▇▇▇▇▇▇ Facility Real Estate Closing ------------------------------------ (ix) Par shall execute and deliver to the Purchaser the following relating to the ▇▇▇▇▇▇▇ Facility: Deed, managers Affidavit of Title, Form 1099, a ▇▇▇▇ of Sale relating to the Par Equipment, and officers other ancillary documentation and customary real estate closing deliveries as may be required by the title company in connection with the transactions relating to the ▇▇▇▇▇▇▇ Facility (collectively, the "Other ▇▇▇▇▇▇▇ Real Estate Documents"); (x) ▇▇▇▇▇▇ shall, on the earlier of the First Closing Date or March 19, 2004, remove any and all assets, furniture, chemicals and other materials and documents at the ▇▇▇▇▇▇▇ Facility which are not included in the Acquired Entities with respect to whom Buyer has delivered written notice requesting resignation Assets or removal at least five (5) Business Day prior to the First ClosingPar Equipment, including, without limitation, the Inventory and the assets set forth on Exhibit D; (Bxi) a duly executed FIRPTA Certificate ▇▇▇▇▇▇ and IRS Form W-9 by Par shall execute and deliver to the Company, in each case, in a form reasonably acceptable to BuyerPurchaser the Termination of Lease attached hereto as Exhibit N (the "Termination of Lease"); provided that Buyer’s sole right if the Company fails to provide such FIRPTA Certificate or IRS Form W-9 shall be to make an appropriate withholding under Sections 1445 or 1446(f) of the Code, as applicable; and▇▇▇▇▇ Facility Lease -------------------- (Cxii) (1) ▇▇▇▇▇▇ shall provide the Purchaser with the Assignment and Assumption Agreement, duly of Tenant's Interest in Lease executed by ▇▇▇▇▇▇ in the Company, form attached hereto as Exhibit O (2) an equity interest transfer power, duly executed by the Company with respect to the Company’s First Closing Interests, and (3) the Transition Services Agreement, duly executed by Crestwood. (iii) At the First Closing, each Seller shall deliver, or cause to be delivered, to Buyer, with respect to such Seller, the certificate referred to in Section 7.3(d). (iv) At the First Closing, Buyer shall deliver, or cause to be delivered, to the Company and the Sellers the following: (1) the "Assignment and Assumption Agreement, duly executed by Buyer, and (2) the Transition Services Agreement, duly executed by Buyerof Tenant's Interest in Lease"); (Bxiii) ▇▇▇▇▇▇ shall, on the earlier of the First Closing Preliminary Purchase PriceDate or March 19, 2004, remove any and all assets, furniture, chemicals and other materials and documents at the ▇▇▇▇▇ Facility which are not included in accordance with Section 2.2; andthe Acquired Assets or the Par Equipment, including, without limitation, the Inventory and the assets set forth on Exhibit D; (Cxiv) ▇▇▇▇▇▇▇ Corporation shall provide the certificate referred Purchaser with the Consent to Assignment of Lease executed by ▇▇▇▇▇▇▇ Corporation in Section 7.2(cform attached hereto as Exhibit P (the "Consent to Assignment of Lease"); (xv) ▇▇▇▇▇▇▇ Corporation shall provide the Purchaser with the Landlord Estoppel Letter executed by ▇▇▇▇▇▇▇ Corporation in form attached hereto as Exhibit Q (the "▇▇▇▇▇ Landlord Estoppel Letter"); (xvi) ▇▇▇▇▇▇ shall provide the Purchaser with the Tenant Estoppel Letter executed by ▇▇▇▇▇▇ in the form attached hereto as Exhibit R (the "▇▇▇▇▇ Tenant Estoppel Letter"); (xvii) Such other real estate closing deliveries as may be required by the title company in connection with the transactions relating to the ▇▇▇▇▇ Facility (the "Other ▇▇▇▇▇ Real Estate Documents"); Assignment and Assumption of Service Contracts ---------------------------------------------- (xviii) The Seller shall assign, and the Purchaser shall assume, the Assumed Contracts pursuant to the form of assignment attached hereto as Exhibit G or in another form of assignment acceptable to the Purchaser. The Parties acknowledge that there are no Service Contracts relating to Computer Systems.

First Closing. (i) The closing obligation of each Buyer hereunder to purchase the transactions contemplated by clause (i) of Section 2.1 (Notes and the “Shares at the First Closing”) shall take place remotely via Closing is subject to the electronic exchange of closing deliveries (i) on the day that is two (2) Business Days after the date on which the last of the conditions set forth in Section 7.1satisfaction, Section 7.2 and Section 7.3 (other than any such conditions that by their terms are not capable of being satisfied until at or before the First Closing Date, but subject of each of the following conditions: (a) Each Company, as applicable, shall have executed and delivered to each Buyer (i) the Notes (in such denominations as such Buyer shall have requested prior to the satisfaction or waiver of those conditionsFirst Closing) is satisfied orbeing purchased by such Buyer at the First Closing pursuant to this Agreement, when permissible, waived by the Party for whose benefit such conditions exist; or (ii) on each of the other Transaction Documents, and (iii) certificates representing the Shares (in such other date or denominations as such Buyer shall have requested prior to the First Closing) being purchased by such Buyer at such other time or place as the Parties may mutually agree upon in writing (such date, the “First Closing Date”). The First Closing pursuant to this Agreement. (b) Parent shall be effective for all purposes at 12:01 a.m. central time on have delivered to such Buyer a letter from Parent’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the First Closing Date. (iic) At Parent shall have executed and delivered to the First ClosingAgent the Registration Rights Agreement. (d) Parent shall have delivered to Agent a copy of the CCSI Acquisition Documents, certified by an officer of Parent as being a true, complete and accurate copy of the CCSI Acquisition Documents and Agent shall have received a subordination agreement executed by ▇▇▇▇ ▇▇▇▇▇▇▇ (as the same may be amended from time to time, the Company “CCSI Seller Subordination Agreement”) in form attached hereto as Exhibit O. (e) Each of the Companies shall deliverhave executed and delivered or caused to be delivered to the Agent, the Fee Letter. (f) Each of the Companies shall have executed and delivered, or cause caused to be delivered to the Agent, the Security Agreement. (g) Each of the Companies shall have executed and delivered, or caused to Buyer be delivered to the following:Agent, the deposit account control agreements and securities account control agreements, in form and substance satisfactory to the Agent, executed by each Company and the applicable banks. (Ah) evidence of resignations or removalsParent shall have delivered to the Agent, effective as of the First Closingletter agreements, of each of in form and substance satisfactory to the directorsAgent, managers and executed by the officers of Parent. (i) The Agent shall have received the opinions of Outside Legal Counsel, dated the First Closing Acquired Entities Date, in substantially the forms of Exhibit H attached hereto. (j) Each of the Companies shall have executed and delivered, or caused to be delivered to the Agent, the Funds Flow Letter executed and delivered by each Company. (k) The Companies shall have executed and delivered a Borrowing Base Certificate to the Agent, which shall be in form and substance satisfactory to the Agent. (l) Parent shall have delivered to the Agent a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit I attached hereto, which instructions shall have been delivered to and acknowledged in writing by Parent’s transfer agent. (m) Each Company shall have executed and delivered, or caused to be delivered to the Agent a certificate evidencing the formation or incorporation and good standing of such Company in such entity’s jurisdiction of formation or incorporation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date reasonably proximate to the First Closing Date. (n) Each Company shall have executed and delivered, or caused to be delivered to the Agent a certificate evidencing such Company’s qualification as a foreign corporation or other entity and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which such Company conducts business, as of a date reasonably proximate to the First Closing Date. (o) Each Company shall have executed and delivered, or caused to be delivered to the Agent a certificate as to the fact that no action has been taken with respect to whom Buyer has any merger, consolidation, liquidation or dissolution of such Company, or with respect to the sale of substantially all of its assets, nor is any such action pending or contemplated. (p) Each Company shall have executed and delivered, or caused to be delivered written notice requesting resignation to the Agent a certified copy of such Company’s certificate or removal at least five articles of incorporation (5or other applicable governing document), as certified by the Secretary of State (or comparable office) Business Day prior of such entity’s jurisdiction of formation or incorporation, reasonably proximate to the First Closing;Closing Date. (Bq) Each Company shall have executed and delivered, or caused to be delivered to the Agent a duly certificate, executed FIRPTA Certificate and IRS Form W-9 by the secretary of such Company and dated the First Closing Date, as to (i) the resolutions consistent with Section 7.2 as adopted by such Company, in each case, ’s board of directors (or other governing body) in a form reasonably acceptable to Buyer; provided that Buyer’s sole right if the Company fails to provide such FIRPTA Certificate or IRS Form W-9 shall be to make an appropriate withholding under Sections 1445 or 1446(f) of the Code, as applicable; and (C) (1) the Assignment and Assumption Agreement, duly executed by the CompanyAgent, (2ii) an equity interest transfer power, duly executed by the Company with respect to the such Company’s First Closing Interestsarticles or certificate of incorporation (or other applicable governing document), and (3) the Transition Services Agreement, duly executed by Crestwood. (iii) At such Company’s bylaws (or other applicable governing document), each as in effect at the First Closing, each Seller shall deliverand (iv) no action having been taken by such Company or its stockholders, directors or officers in contemplation of any amendments to items (i), (ii), or cause to (iii) listed in this Section 5.1(q), as certified in the form attached hereto as Exhibit J. (r) The Common Stock (I) shall be delivereddesignated for quotation by the Principal Market and (II) shall not have been suspended, to Buyeras of the First Closing Date, with respect to such Sellerby the SEC or the Principal Market from quotation nor shall suspension by the SEC or the Principal Market have been threatened, as of the certificate referred to First Closing Date, either (A) in Section 7.3(d)writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market. (ivs) At Each of the Companies shall have obtained all governmental, regulatory and third party consents and approvals, if any, necessary for the sale of the Securities at the First Closing. (t) Each of the Companies shall have obtained and delivered to the Agent searches of UCC filings in the jurisdictions of formation or incorporation of each of the Companies, Buyer the jurisdiction of the chief executive offices of each of the Companies and each jurisdiction where any Collateral (as defined in the Security Agreement) is located or where a filing would need to be made in order to perfect the Agent’s and Holders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens. (u) Each of the Companies shall deliverhave executed and delivered to the Agent, or cause authorized the filing of, UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent’s and Holders’ sole discretion, to perfect the Agent’s and Holders’ security interest in the Collateral. (v) Agent shall have received evidence satisfactory to Agent that, upon the issuance of the initial Revolving Notes, the CCSI Acquisition shall close in accordance with the terms of the CCSI Acquisition Documents. (w) Each of the Companies shall have executed and delivered, or caused to be delivered to the Agent such landlord waivers, collateral access agreements or other similar documents as the Agent may request. (x) Each of the Companies shall have delivered, or caused to be delivered to the Agent, certificates evidencing any Pledged Equity (as defined in the Security Agreement) pledged to the Agent pursuant to the Security Agreement, together with duly executed in blank, undated stock or unit powers attached thereto. (y) The Agent shall have received a certification from the chief financial officer of the Parent in form and substance satisfactory to the Agent, supporting the conclusions that after giving effect to the transactions contemplated by the Transaction Documents the Parent and each of its Subsidiaries are not Insolvent. (z) Since March 31, 2008, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect. (aa) The Agent shall have received certificates from the Companies’ insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to this Agreement is in full force and effect, together with endorsements naming the Agent, for the benefit of the Holders, as additional insured and lender's loss payee thereunder. (bb) Each of the Companies shall have executed and delivered, or caused to be delivered to the Agent, a payoff letter, in a form and substance satisfactory to the Agent, executed and delivered by the Companies and ▇▇▇▇▇ Fargo Bank, N.A.. (cc) Each of the Companies shall have executed and delivered, or caused to be delivered to the Agent, the Post-Closing Obligations Letter, substantially in form of Exhibit L attached hereto, executed and delivered by each Company. (dd) The representations and warranties of each Company shall be true and correct as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and each Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by each Company at or prior to the First Closing Date. The Agent shall have received certificates, executed by the Chief Executive Officer of each Company, dated the First Closing Date, to the Company foregoing effect and as to such other matters as may be reasonably requested by the Sellers Agent, in the following:form attached hereto as Exhibit K. (1ee) Each of the Assignment and Assumption Agreement, duly Companies shall have executed and/or delivered to the Agent such other documents relating to the transactions contemplated by Buyer, and (2) this Agreement as the Transition Services Agreement, duly executed by Buyer;Agent or its counsel may reasonably request. (Bff) No Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing or would result from the issuance of the Notes at the First Closing Preliminary Purchase Price, in accordance with Section 2.2; and (C) the certificate referred to in Section 7.2(c).Closing

First Closing. (i) The closing Subject to the satisfaction or waiver (in accordance with the terms of the transactions contemplated by clause (ithis Agreement) of Section 2.1 (the “First Closing”) shall take place remotely via the electronic exchange of closing deliveries (i) on the day that is two (2) Business Days after the date on which the last all of the conditions set forth in Section 7.1Article 6, Section 7.2 the initial closing of the sale and Section 7.3 purchase of the Shares (other than any such conditions that by their terms are not capable of being satisfied until the First Closing DateClosing) shall occur at the offices of ▇▇▇▇▇▇ Godward Kronish LLP (at the address set forth in the notice provisions of Section 10.7 below), but or at such other place as agreed between the Parties, and shall, subject to the satisfaction or waiver provisions of those conditionsSection 2.2(a)(ii), take place (i) is satisfied oron a date within thirty (30) days of the Effective Date, when permissible, waived which such date shall be mutually agreed to by the Party for whose benefit such conditions exist; Parties or (ii) on such other date or at such other time or place as if the Parties may mutually agree upon in writing (such date, the “First Closing Date”). The First Closing shall not have occurred within thirty (30) days of the Effective Date, on a date to be effective for mutually agreed to by the Parties, but in no event later than the tenth (10th) Business Day after the date on which all purposes at 12:01 a.m. central time on of the First Closing Dateconditions contained in Article 6 have been satisfied or waived in accordance with the terms of this Agreement. (ii) At Notwithstanding Section 2.2(a)(i), if the First ClosingFair Market Value on the trading date immediately prior to the Execution Date is less than the Reference Price, the Company shall deliver, or cause to be delivered, to Buyer the following: (A) evidence of resignations or removals, effective as of the First Closing, of each of the directors, managers and officers of then the First Closing Acquired Entities with respect shall take place (i) on a date within thirty (30) Business Days of the date of receipt (as determined pursuant to whom Buyer has delivered written notice requesting resignation the provisions of Section 10.7 below) by Genentech of the Initial Purchase Request Notice, which such date shall be mutually agreed to by the Parties or removal at least five (5ii) if the First Closing shall not have occurred within thirty (30) Business Days of the date of receipt (as determined pursuant to the provisions of Section 10.7 below) by Genentech of the Initial Purchase Request Notice, on a date to be mutually agreed to by the Parties, but in no event later than the tenth (10th) Business Day prior to after the First Closing; (B) a duly executed FIRPTA Certificate and IRS Form W-9 by the Company, in each case, in a form reasonably acceptable to Buyer; provided that Buyer’s sole right if the Company fails to provide such FIRPTA Certificate or IRS Form W-9 shall be to make an appropriate withholding under Sections 1445 or 1446(f) date on which all of the Code, as applicable; and (C) (1) conditions contained in Article 6 have been satisfied or waived in accordance with the Assignment and Assumption terms of this Agreement, duly executed by the Company, (2) an equity interest transfer power, duly executed by the Company with respect to the Company’s First Closing Interests, and (3) the Transition Services Agreement, duly executed by Crestwood. (iii) At the First Closing, each Seller Tercica will issue and sell to Genentech, and Genentech will purchase from Tercica, the number of Shares as shall deliverequal four million dollars ($4,000,000) divided by the Fair Market Value on the trading date immediately prior to the Execution Date, or cause rounded down to the nearest whole Share; provided, however, that if the number of Shares to be deliveredissued at the First Closing (as determined in accordance with the foregoing clause) would exceed the First Closing Limit, then the number of Shares to Buyerbe issued and sold at the First Closing shall equal the First Closing Limit (the First Tranche Shares). Notwithstanding the foregoing, if the number of First Tranche Shares to be issued and sold at the First Closing (as determined in accordance with respect the foregoing sentence) would cause Genentech to such Sellerexceed the Genentech Share Limit, then the certificate referred number of First Tranche Shares shall be reduced to in Section 7.3(d)the extent (and only to the extent) necessary so as to not cause Genentech to exceed the Genentech Share Limit. (iv) At the First Closing, Buyer Tercica shall deliver, deliver or cause to be deliveredconveyed by Tercica’s transfer agent for delivery to Genentech one or more stock certificates in respect of the First Tranche Shares in the name of Genentech (including, if Tercica has caused such stock certificates to the Company and the Sellers the following: (1) the Assignment and Assumption Agreementbe conveyed by Tercica’s transfer agent, duly executed by Buyerevidence reasonably satisfactory to Genentech that Tercica has provided irrevocable delivery instructions in respect of such stock certificates to Tercica’s transfer agent), and (2) Genentech shall deliver to Tercica by wire transfer of same day funds the Transition Services Agreement, duly executed by Buyer; (B) amount of the purchase price of the First Closing Preliminary Purchase PriceTranche Shares, which such purchase price shall equal the number of First Tranche Shares (as determined in accordance with Section 2.2; and (C2.2(a)(iii) above) multiplied by the certificate referred Fair Market Value on the trading date immediately prior to in Section 7.2(c)the Execution Date.

First Closing. (i) The closing of Subject to Section 5.4(c), during the transactions contemplated by clause (i) of Section 2.1 (the “First Closing”) shall take place remotely via the electronic exchange of closing deliveries (i) on the day that is two (2) Business Days after period from the date on which of this Agreement until the last earlier of the conditions set forth in Section 7.1, Section 7.2 and Section 7.3 (other than any such conditions that by their terms are not capable of being satisfied until the First Closing DateDate and any termination of this Agreement pursuant to ARTICLE IX, but subject to the satisfaction except (w) as permitted or waiver of those conditionsexpressly contemplated by this Agreement or any other First Closing Transaction Agreement, (x) is satisfied or, when permissible, waived by the Party for whose benefit such conditions exist; or (ii) on such other date or at such other time or place as the Parties may mutually agree upon Buyer Parent shall otherwise consent in writing (such dateconsent not to be unreasonably withheld, delayed or conditioned), (y) as required by applicable Law, or (z) as set forth on Schedule 5.4(a), the “Seller Parent shall, and shall cause the Sellers and its other controlled Affiliates to: (A) conduct the Business in all material respects in the ordinary course of business consistent with past practice; and (B) maintain (1) the tangible Transferred Assets (including the Fab Assets) in their condition as of the date of this Agreement, ordinary wear and tear excepted, (2) insurance upon the Transferred Assets and First Closing Date”). The First Closing shall be effective for all purposes at 12:01 a.m. central time Leased Real Properties in such amounts and of such kinds comparable to that in effect on the First Closing Datedate of this Agreement, and (3) their respective commercial relationships with customers, suppliers and other Persons with whom any Seller deals in connection with the Business in the ordinary course. (ii) At Subject to Section 5.4(c), during the period from the date of this Agreement until the earlier of the First ClosingClosing Date and any termination of this Agreement pursuant to ARTICLE IX, except (w) as permitted under, contemplated by or approved under this Agreement or any other First Closing Transaction Agreement, (x) as the Buyer Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or conditioned), (y) as required by applicable Law or (z) as set forth on Schedule 5.4(a), the Company Seller Parent shall delivernot, or and shall cause to be deliveredthe Sellers and its other controlled Affiliates not to, to Buyer in connection with the followingBusiness and the Transferred Assets, take any of the following actions, as applicable: (A) evidence of resignations or removalsdispose of, effective as of the First Closingassign, of each of the directorstransfer, managers lease, sublease, license (other than licenses to Transferred NAND Patents, Transferred SSD Patents and officers of the First Closing Acquired Entities with respect Dual Use Patents that are automatically granted to whom Buyer has delivered a third party pursuant to a written notice requesting resignation or removal at least five (5) Business Day agreement executed prior to the First date hereof between Seller Parent or one of its Affiliates and such third party), sell, convey, charge, pledge or subject to any Lien (other than any Permitted Liens and any Liens that would be removed prior to the Closing) any Transferred Asset or vary any rights, easements, security, consents, licenses or covenants over or in respect of them, other than assets sold or disposed of in the ordinary course of business consistent with past practice; (B) a duly executed FIRPTA Certificate and IRS Form W-9 by create, assume or incur, or agree to create, assume or incur, any obligation or liability (contractual or otherwise, including any Indebtedness) that would constitute an Assumed Liability except in the Company, in each case, in a form reasonably acceptable to Buyer; provided that Buyer’s sole right if the Company fails to provide such FIRPTA Certificate or IRS Form W-9 shall be to make an appropriate withholding under Sections 1445 or 1446(f) ordinary course of the Code, as applicable; andbusiness; (C) acquire (x) any corporation, partnership, limited liability company, other business organization or division thereof or (y) any assets other than in the ordinary course of business; (D) initiate, settle, or offer or agree to settle, any Action relating to the Business or the Transferred Assets in excess of, individually or in the aggregate, $350,000,000; (E) other than in the ordinary course of business, release or waive the enforcement of any nondisclosure agreement, confidentiality agreement, noncompetition agreement, non-solicitation agreement or other restrictive covenant obligation of any current or former employee or independent contractor with whom any of the Sellers deal in connection with the conduct of the Business in the ordinary course; (F) terminate or serve any notice to terminate; surrender (or accept any surrender of); supplement, restate or amend; or waive any material rights under any Transferred Contract; (G) terminate or serve any notice to terminate; surrender (or accept any surrender of); supplement, restate or amend; fail to renew; fail to pay any amounts payable; or waive any material rights under any Permit or certifications in respect the Transferred Assets and necessary for the conduct of the Business; (H) other than increases to compensation or benefits (i) in the ordinary course of business consistent with past practice (including in connection with promotions), (ii) as may be required by an applicable Law or Labor Agreement or the terms of an Employee Plan, or (iii) pursuant to any agreement or other arrangement entered into with any Business Employee after the date hereof relating to any stay, retention, transaction or other similar bonus or award in respect of any Transaction where the Liability for such bonus or award is a Retained Liability, increase, individually or in the aggregate, the salary, bonus or other compensation or benefits payable to any Business Employee; (I) enter into, adopt, amend or terminate any OpCo Employee Plan; provided that, for the avoidance of doubt, the Seller Parent or its Affiliates shall continue to provide compensation and benefits for the Business Employees under its compensation and benefits programs (other than OpCo Employee Plans); (J) except as may be required by an applicable Law or Labor Agreement or the terms of an Employee Plan as in effect as of the date of this Agreement, (i) other than as permitted by Section 5.4(a)(ii)(H), enter into, adopt, amend or terminate any Employee Plan (or any plan or agreement that would be an Employee Plan if in effect on the date hereof), other than the adoption, entry into, amendment or termination of any Employee Plan that (1) the Assignment and Assumption Agreement, duly executed by the Company, is not targeted only to Business Employees or (2) would not result in an equity interest increase in Liability to the Buyer Parent, Buyer or their Affiliates; (ii) transfer powerthe employment of any Business Employee such that the employee would no longer meet the criteria necessary to qualify as a Business Employee other than as a result of such Business Employee (other than a Key Employee or a Senior Business Employee who has received and accepted an offer of employment from Buyer Parent or one of its Affiliates, duly executed except with the consent of the general manager of the employer of such NAND Business Employee or the general manager of the employer of such SSD Business Employee, as applicable) applying and being selected in a competitive process not targeted at Business Employees; (iii) terminate the employment of any Business Employee other than for cause or, for those Business Employees other than any Key Employee and Senior Business Employee who has received and accepted an offer of employment from Buyer Parent or one of its Affiliates, in the ordinary course of business consistent with past practices; or (iv) hire any individual for the NAND Business or the SSD Business who would be a Business Employee (other than an Objecting Employee) if such individual was employed by the Company Sellers or their Affiliates as of the date hereof, or transfer the employment of any individual employed by the Sellers or their Affiliates such that the individual would become a Business Employee, in either case, other than a Core Division NAND Employee or a Core Division SSD Employee as contemplated by Section 6.1(a) or to replace any Business Employee (except for the replacement of any Key Employee) whose employment terminates voluntarily or terminates or transfers in accordance with clauses (ii) or (iii) hereof and with compensation and benefits substantially similar to those provided to similarly situated Business Employees; (K) to the extent relating to the Business Employees, (i) enter into any negotiation in respect of, enter into or amend any Labor Agreement or (ii) recognize or certify any Employee Representative Body; (L) to the extent relating to the Business Employees, effect or permit a plant closing, mass layoff or similar event under the WARN Act; (M) except as necessary in the ordinary conduct of the Business consistent with past practice, (1) grant or acquire, agree to grant to or acquire from any Person, or, except as set forth in Section 5.4(a)(ii)(O), dispose of or permit to lapse any rights to any material Intellectual Property Rights of the Business, or disclose or agree to disclose to any Person, other than representatives of the Buyer Parent, any Trade Secret, or (2) compromise, settle or agree to settle, or consent to judgment in, any one or more Actions or institute any Action concerning any material Intellectual Property Rights of the Business; (N) grant, modify or terminate any rights, or enter into any Contract, that would prevent, restrict or conflict with the entry into or the grant of any rights or licenses under, or the performance of, any of the terms of the IP License Agreements; (O) except in the ordinary course of business consistent with past practice, fail to (1) pay any annuity, maintenance or other fee or file any document in connection with granted patents, registered trademarks, and registered copyrights included in the Transferred IP or (2) diligently prosecute and respond to any office action when due (subject to extension of such due date, as permitted by applicable Law) in connection with any pending patent application included in the Transferred IP; provided that the Seller Parent may abandon a patent application after it has been finally rejected or when the next step for that application is to appeal a rejection; (P) incorporate, embed, combine, link to, or distribute any Open Source Materials in a manner that would subject any proprietary or Business Software included in the Transferred Technology to any Copyleft License; (Q) write down or write up (or fail to write down or write up in accordance with GAAP consistent with past practice) the value of any inventories or revalue any of the Transferred Assets, in all cases other than in the ordinary course of business and in accordance with GAAP; (R) order raw materials or other supplies for the manufacture of Products in quantities that are not in the ordinary course of business and consistent with the manufacturing needs of the Business; (S) unless required by applicable Law, (I) change any material Tax election, (II) make any material Tax election (to the extent making such election requires the filing of a Tax Return), (III) file any Tax Return other than in the ordinary course of business consistent with past practices, or any amended Tax Return, or (IV) apply for, obtain, or enter into any Tax ruling, closing agreement or other similar Contract, agreement or arrangement with a Governmental Entity if, in the case of the foregoing clauses (I) - (IV), such action would reasonably be expected to increase the liability of the Buyer Parent or any of its Affiliates (including, after the Second Closing, OpCo) for Taxes that are not Retained Tax Liabilities; (T) sell, dispose, encumber or pledge any of the equity interests of OpCo or grant options, warrants, convertible or exchangeable securities, subscriptions, rights, stock appreciation rights, calls or commitments of any kind with respect to the Company’s First Closing Interestssuch equity interests, and or grant any rights to purchase or acquire equity interests of OpCo; or (3U) the Transition Services Agreement, duly executed by Crestwoodagree or commit to take any action described in this Section 5.4(a)(ii). (iii) At Notwithstanding the First Closingforegoing, each nothing in this Section 5.4(a) shall prohibit or otherwise restrict in any way the operation of the business of the Seller shall deliverParent or any of its Subsidiaries, or cause to be delivered, to Buyer, except solely with respect to such Sellerthe conduct of the Business, the certificate referred Transferred Assets, the Assumed Liabilities or the Transferred Employees as expressly provided in this Section 5.4(a), and nothing contained herein shall give the Buyer Parent or any Buyer any right to manage, control, direct or be involved in Section 7.3(d). the management of the Seller Parent or any Seller at any time or the management of (ivA) At the SSD Business, the First ClosingClosing Transferred Assets, Buyer shall deliver, the First Closing Assumed Liabilities or cause to be delivered, the Transferred SSD Employees prior to the Company and the Sellers the following: (1) the Assignment and Assumption Agreement, duly executed by Buyer, and (2) the Transition Services Agreement, duly executed by Buyer; First Closing or (B) the First NAND Business, the Second Closing Preliminary Purchase PriceTransferred Assets, in accordance with Section 2.2; and (C) the certificate referred Second Closing Assumed Liabilities or the Transferred NAND Employees prior to in Section 7.2(c)the Second Closing.

First Closing. (i) The Upon the terms and subject to the conditions set forth in this Agreement, the initial closing of the transactions contemplated by clause (i) of Section 2.1 (the “First Closing”) shall take place remotely via the electronic exchange of closing deliveries (i) on the day that is as soon as practicable, but in no event later than two (2) Business Days after the date on which the last satisfaction of the conditions set forth in Section 7.1, Section 7.2 6.1 and Section 7.3 7.1 (other than any such conditions that by their terms are not capable of being satisfied until the First Closing Date, but subject to the satisfaction or waiver of those conditions) is satisfied or, when permissible, waived by the Party for whose benefit such conditions exist; or (ii) on such other date or at such other time or place as the Parties may mutually agree upon in writing agree) (such date, the “First Closing Date”). The First Closing shall be effective for all purposes at 12:01 a.m. central time on the First Closing Date. (ii) At the First Closing, the Company following shall deliver, or cause to be delivered, to Buyer the followingoccur: (Aa) evidence of resignations or removals, effective as of the First Closing, of each of the directors, managers and officers of the First Closing Acquired Entities with respect Purchaser shall pay to whom Buyer has delivered written notice requesting resignation or removal at least five (5) Business Day prior to the First Closing; (B) a duly executed FIRPTA Certificate and IRS Form W-9 by the Company, in each caseimmediately available funds, the amount set forth in a form reasonably acceptable to Buyer; provided that Buyer’s sole right if the Company fails to provide such FIRPTA Certificate or IRS Form W-9 shall be to make an appropriate withholding under Sections 1445 or 1446(ffirst sentence of Section 3.01(b) of the CodeJoint Development Agreement; (b) in exchange for the First Closing Amount (as defined in the Joint Development Agreement), the Company shall issue and sell to the Purchaser, and the Purchaser shall accept, the amount of Common Shares to be issued to the Purchaser at the First Closing as applicableprovided in the Joint Development Agreement; (c) the Company and the Purchaser shall enter into the Joint Development Agreement; (d) the Company, the Purchaser and the Founders shall enter into the Stockholders Agreement; (e) the Company shall enter into an employment agreement with each of the Founders in the form attached hereto as Exhibit C (each, an “Employment Agreement”); (f) the Purchaser shall enter into an amendment agreement with each Founder in the form attached hereto as Exhibit D (each, a “Consulting Amendment”), which Consulting Amendment shall amend the Consulting Agreement dated as of December 15, 2005 between the Purchaser and such Founder; (g) the President of the Company shall execute and deliver to the Purchaser at the First Closing a certificate certifying that the conditions specified in Section 6.1(a) and Section 6.1(b) have been fulfilled; and (Ch) (1) the Assignment and Assumption Agreement, duly executed by the Company, (2) an equity interest transfer power, duly executed by the Company with respect to the Company’s First Closing Interests, and (3) the Transition Services Agreement, duly executed by Crestwood. (iii) At the First Closing, each Seller shall deliver, or cause to be delivered, to Buyer, with respect to such Seller, the certificate referred to in Section 7.3(d). (iv) At the First Closing, Buyer shall deliver, or cause to be delivered, to the Company and the Sellers Purchaser shall execute and deliver any other documents, certificates and agreements necessary or desirable to accomplish the following: (1) the Assignment and Assumption Agreement, duly executed by Buyer, and (2) the Transition Services Agreement, duly executed by Buyer; (B) the First Closing Preliminary Purchase Price, in accordance with Section 2.2; and (C) the certificate referred to in Section 7.2(c)foregoing.

First Closing. (i) The closing Subject to the satisfaction or waiver of the transactions contemplated by clause (iconditions set forth in Section 4.2(a) and Section 4.2(b) below, the completion of Section 2.1 the purchase and sale of the First Closing Shares and the First Closing Warrants (the “First Closing”) shall take place remotely via occur no later than the electronic exchange of closing deliveries (i) on the second business day that is two (2) Business Days after the date on which the last execution of the conditions set forth in Section 7.1, Section 7.2 and Section 7.3 (other than any such conditions that by their terms are not capable of being satisfied until the First Closing Date, but subject to the satisfaction or waiver of those conditions) is satisfied or, when permissible, waived this Agreement by the Party for whose benefit such conditions exist; or Investor and the Company (ii) on such other date or at such other time or place as the Parties may mutually agree upon in writing (such date, the “First Closing Date”), in accordance with Rule 15c6-l promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The First Closing shall be effective for all purposes at 12:01 a.m. central time on the First Closing Date. (ii) At the First Closing, (a) the Company shall delivercause ▇▇▇▇▇ Fargo Shareowner Services, or the Company’s “Transfer Agent”, to deliver to the Investor the number of First Closing Shares set forth on the Signature Page of the Investor registered in the name of the Investor or, if so indicated on the Investor Questionnaire of the Investor attached hereto as Exhibit A, in the name of a nominee designated by the Investor, (b) the Company shall cause to be delivered, delivered to Buyer the following: (A) evidence Investor a First Closing Warrant for the number of resignations or removals, effective as First Closing Warrant Shares set forth on the Signature Page of the First Closing, of each of Investor and (c) the directors, managers and officers of aggregate purchase price for the First Closing Acquired Entities Shares and the First Closing Warrants being purchased by the Investor at such First Closing as set forth on the Signature Page of the Investor will be delivered by or on behalf of the Investor to the Company. Notwithstanding anything contained herein to the contrary, if the First Closing shall not have occurred on or prior to the date that is two (2) business days after the execution of this Agreement by the Investor and the Company (unless the First Closing shall not have occurred due to a breach by an Investor of the terms hereof), then the Investor may terminate this Agreement without further liability of any kind to the Company or the Investor, provided that (i) any such termination of this Agreement shall not relieve any party hereto of any liability in respect of any breach hereof arising prior to the termination of this Agreement (or following such termination with respect to whom Buyer has delivered written notice requesting resignation or removal at least five (5) Business Day prior to any provisions that survive the First Closing; (B) a duly executed FIRPTA Certificate and IRS Form W-9 by the Company, in each case, in a form reasonably acceptable to Buyer; provided that Buyer’s sole right if the Company fails to provide such FIRPTA Certificate or IRS Form W-9 shall be to make an appropriate withholding under Sections 1445 or 1446(f) termination of the Code, as applicable; and (C) (1) the Assignment and Assumption this Agreement, duly executed by the Company, (2) an equity interest transfer power, duly executed by the Company with respect to the Company’s First Closing Interests), and (3ii) the Transition Services Agreementthis last sentence of Section 4.1(a) and Sections 2.3, duly executed by Crestwood6, 7, 8, 9, 10, 11, 12, 13, 14, 18 and 19, shall survive any such termination. (iii) At the First Closing, each Seller shall deliver, or cause to be delivered, to Buyer, with respect to such Seller, the certificate referred to in Section 7.3(d). (iv) At the First Closing, Buyer shall deliver, or cause to be delivered, to the Company and the Sellers the following: (1) the Assignment and Assumption Agreement, duly executed by Buyer, and (2) the Transition Services Agreement, duly executed by Buyer; (B) the First Closing Preliminary Purchase Price, in accordance with Section 2.2; and (C) the certificate referred to in Section 7.2(c).

First Closing. (ia) The Subject to the terms and conditions set forth in this Agreement, the closing of the transactions contemplated by clause (iSection 2.1(a) of Section 2.1 this Agreement (the “First Closing”) shall take place remotely via at the electronic exchange offices of closing deliveries ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in Hong Kong on a date (ithe “First Closing Date”) on as specified by the day that is two Purchaser in a notice to the Seller duly signed and delivered by the Purchaser as promptly as practicable but in any event within five (25) Business Days after following the date on which of the last satisfaction or waiver of all of the conditions set forth in Section 7.1Articles VI and VII hereof. (b) At or prior to the First Closing, Section 7.2 the Seller shall deliver to the Purchaser the following: Table of Contents (i) all necessary documents, duly executed where so required, to enable title in all the Shares owned by the Seller to pass fully and Section 7.3 effectively into the name of the Purchaser; (ii) share certificates evidencing the Shares to be sold by the Seller duly endorsed in blank, or accompanied by stock powers duly executed in blank and with any required stock transfer tax stamps affixed; (iii) all other than any such conditions that previously undelivered documents required by their terms are not capable of being satisfied until this Agreement and the Ancillary Documents to be delivered by the Seller to the Purchaser at or prior to the First Closing DateDate in connection with the transactions contemplated hereby and thereby; and (iv) in respect of each Group Company, but subject to as the satisfaction case may be, the certificates of incorporation, common seal (if it exists), share register and share certificate book (with any unissued share certificates) and all minute books and other statutory books or waiver of those conditions) is satisfied or, when permissible, waived such equivalent items in the relevant jurisdiction as are kept by the Party for whose benefit relevant Group Company or are required by the Law of the jurisdiction where such conditions exist; or (ii) on Group Company is incorporated to be kept by such other date or at such other time or place as the Parties may mutually agree upon in writing (such date, the “First Closing Date”). The First Closing shall be effective for all purposes at 12:01 a.m. central time on the First Closing DateGroup Company. (iic) At the First Closing, the Company Purchaser shall deliver, or cause to be delivered, to Buyer the following: (A) evidence of resignations or removals, effective as of the First Closing, of each of the directors, managers and officers of the First Closing Acquired Entities with respect to whom Buyer has delivered written notice requesting resignation or removal at least five (5) Business Day prior deliver to the First Closing; Seller (B) a duly executed FIRPTA Certificate and IRS Form W-9 by the Company, in each case, in a form reasonably acceptable to Buyer; provided that Buyer’s sole right if the Company fails to provide such FIRPTA Certificate or IRS Form W-9 shall be to make an appropriate withholding under Sections 1445 or 1446(f) of the Code, as applicable; and (C) (1i) the Assignment and Assumption Agreement, duly executed by the Company, (2) an equity interest transfer power, duly executed by the Company with respect to the Company’s First Closing InterestsInitial Cash Consideration, and (3ii) evidence that the Transition Services Agreement, duly executed by Crestwood. (iii) At the First Closing, each Seller shall deliver, or cause Purchaser has irrevocably made such payment according to be delivered, to Buyer, with respect to such Seller, the certificate referred to in Section 7.3(d2.2(a). (iv) At the First Closing, Buyer shall deliver, or cause to be delivered, to the Company and the Sellers the following: (1) the Assignment and Assumption Agreement, duly executed by Buyer, and (2) the Transition Services Agreement, duly executed by Buyer; (B) the First Closing Preliminary Purchase Price, in accordance with Section 2.2; and (C) the certificate referred to in Section 7.2(c).

First Closing. (ia) The Subject to the terms and conditions set forth in this Agreement, the closing of the transactions contemplated by clause (iSection 2.2(a) of Section 2.1 this Agreement (the “First Closing”) shall take place remotely via on January 2, 2008 or if such day is not a Business Day, the electronic exchange next Business Day, at the offices of closing deliveries W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & R▇▇▇▇▇, ▇▇▇ Mao Tower, 38F, Unit 01-04, 8▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, People’s Republic of China (i) on the day that is two (2) Business Days after the date on which the last of the conditions set forth in Section 7.1, Section 7.2 and Section 7.3 (other than any such conditions that by their terms are not capable of being satisfied until the First Closing Date, but subject to the satisfaction or waiver of those conditions) is satisfied or, when permissible, waived by the Party for whose benefit such conditions exist; or (ii) on such other date or at such other time or place and on such other day and effective date as mutually agreed to by the Parties may mutually agree upon in writing (such dateparties hereto, the “First Closing Date”). The ) as specified by Buyer in a notice to the Selling Shareholders duly signed and delivered by Buyer as promptly as practicable but in any event within five (5) Business Days following the date of the satisfaction or waiver of all of the conditions set forth in Articles VII and VIII hereof (other than those that are only capable of being satisfied on or as of the First Closing Date). (b) The Sellers’ Representative shall be effective for all purposes at 12:01 a.m. central time on deliver the First Closing Allocation Schedule to Buyer no later than five Business Days prior to the First Closing Date. (iic) At or prior to the First Closing, each of the Company Selling Shareholders or the Company, as applicable, shall deliver, or cause to be delivered, deliver to Buyer the following: (Ai) evidence share certificates evidencing the Offered Shares to be sold by such Selling Shareholder accompanied by a duly executed instrument of resignations transfer; (ii) Audited September 30, 2007 Financial Statements; (iii) all other previously undelivered documents required by this Agreement and the Ancillary Documents to be delivered by such Selling Shareholder to Buyer at or removals, effective as of the First Closing, of each of the directors, managers and officers of the First Closing Acquired Entities with respect to whom Buyer has delivered written notice requesting resignation or removal at least five (5) Business Day prior to the First Closing; (B) a duly executed FIRPTA Certificate Closing Date in connection with the transactions contemplated hereby and IRS Form W-9 by the Company, in each case, in a form reasonably acceptable to Buyer; provided that Buyer’s sole right if the Company fails to provide such FIRPTA Certificate or IRS Form W-9 shall be to make an appropriate withholding under Sections 1445 or 1446(f) of the Code, as applicablethereby; and (Civ) in respect of each Group Company, the certificates of incorporation, common seal (1if it exists), share register and share certificate book (with any unissued share certificates) and all minute books and other statutory books or such equivalent items in the Assignment and Assumption Agreement, duly executed relevant jurisdiction as are kept by the Company, (2) an equity interest transfer power, duly executed relevant Group Company or are required by the Law of the jurisdiction where such Group Company with respect is incorporated to the be kept by such Group Company’s First Closing Interests, and (3) the Transition Services Agreement, duly executed by Crestwood. (iii) At the First Closing, each Seller shall deliver, or cause to be delivered, to Buyer, with respect to such Seller, the certificate referred to in Section 7.3(d). (ivd) At the First Closing, Buyer shall deliver, or cause to be delivered, deliver to the Company and the Sellers the following: (1) the Assignment and Assumption Agreement, duly executed by Buyer, Selling Shareholders and (2on behalf of the Company) to the Transition Services AgreementOption Holders the Initial Cash Consideration (minus the Deposit), duly executed by Buyer; (B) as set forth opposite their names in the First Closing Preliminary Purchase Price, Allocation Schedule in accordance with the wire transfer instructions set forth in the First Closing Allocation Schedule. Buyer shall not be obligated to deliver a Selling Shareholder’s portion of the Initial Cash Consideration (minus the deposit) until such Selling Shareholder has complied with Section 2.2; and (C) the certificate referred to in Section 7.2(c2.3(c).