Common use of Post-Closing Clause in Contracts

Post-Closing. (i) Following the Closing Date, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successors.

Post-Closing. (ia) Following During the Closing Date, Buyer shall, and shall cause thirty-six (36) month period after the Acquired Companies to, allow SellerClosing, upon one (1) Business Day's prior written notice and during normal business hoursthe reasonable request by Oncor, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), CURRENT shall provide for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited toConstructed BPL Network, the timely preparation pursuant to Seller's then-current schedule Assumed Contracts and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause theirTransferred Permits, and the Acquired Companies'software that is the subject of the License Agreement, affiliatesany operational information and details, employees construction and representatives to (A) installation information, and equipment and component information reasonably cooperate with Seller required in connection with the foregoing operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than thirty (30) days after the Closing, any finished goods inventory and additional components (i) that are located outside of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (Bii) under that are located inside of the supervision United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on the date of Sellerthis Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership of the Constructed BPL Network in the 2008 calendar year, prepare the June Financial Statements, such share being equivalent to the extent not yet prepared and finalized as percentage that is equal to the number of days it owned the Closing Date, Constructed BPL Network in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying 2008 calendar year divided by Seller for a period of not less than six 366 (6) years following provided that the Closing Date or shall be attributable to the Seller); provided that each party provides the other with a copy of any longer period as mandated by applicable Lawtax invoice for such personal property tax promptly after receiving such invoice; provided, after whichfurther, Buyer or that if either party pays the Acquired Companies may destroy full amount of the personal property tax liability for such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representativescalendar year, the right other party shall reimburse such party for such amounts paid that are attributable to (x) examine and make copies, at Buyer's expense, its ownership of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsConstructed BPL Network.

Post-Closing. (i) Following the Closing Date, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one (1) Business Day's ’s prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's ’s expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's ’s and the Acquired Companies' ’ employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's ’s then-current schedule and filing of Seller's ’s current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies'’, affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's ’s prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's ’s expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's ’s employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successors.

Post-Closing. In the event Magellan, any Subco, or any other subsidiary of Magellan other than Green Spring at any time or from time to time from and after Closing desires to acquire any New Facilities, which Magellan or such subsidiary intends to own and/or operate in a manner substantially similar to the Facilities, the Purchaser shall have a right of first refusal to acquire such New Facility upon the terms and conditions hereinafter set forth. The Purchaser shall have thirty (i30) Following days after receipt from Magellan of a copy of an executed letter of intent with a seller of any such New Facility to notify Magellan of its election to exercise such right of first refusal. The Purchaser's failure so to notify Magellan shall be deemed to be a waiver of the Closing Date, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one (1) Business DayPurchaser's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copiesexercise its right of first refusal with respect to the New Facility that was the subject of Magellan's notice; however, at Sellerthe Purchaser's expense, failure so to notify Magellan shall not be deemed to be a waiver of any of the books and records Purchaser's rights or remedies under the noncompetition or other provisions of the Acquired CompaniesTransaction Documents or a waiver of its rights with respect to any future New Facility. If the Purchaser elects not to exercise such right of first refusal, Magellan may close and (y) reasonable access to Buyer's and consummate such transaction on substantially the Acquired Companies' employees, terms as set forth in the case letter of either clause intent, subject to compliance with the applicable provisions of the other Transaction Documents. If Magellan acquires any such New Facility, then simultaneously with closing of such acquisition Magellan shall enter into a management agreement with OpCo covering such New Facility, pursuant to which OpCo shall manage and operate such New Facility in exchange for payment by Magellan to OpCo of OpCo's costs plus a fair market value management fee. Magellan shall negotiate such management fee with OpCo in good faith. If Magellan and OpCo are unable to agree upon a fair market value management fee, then such dispute shall be resolved by appraisal in the manner provided for determining the Fair Market Value of the Franchise (x) or (yas such terms are defined in the Franchise Agreement), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures as set forth in Section 1.44.4 of the Franchise Agreement, regulatory and statutory filingsexcept that the term "Qualified Appraiser" used therein, earnings releasesfor purposes of determining a fair market value management fee pursuant to this Section 14.2, statistical supplements, financial statements (including, but not limited toshall have the meaning given such term in Section 14.1(a) hereof. If the Purchaser exercises its right of first refusal, the timely preparation pursuant Purchaser shall be obligated to Selleracquire the New Facility on the terms set forth in the letter of intent; provided, however, that the Purchaser's then-current schedule exercise of such right shall be conditioned upon (1) the Purchaser's and filing OpCo's execution at or as of Seller's currentthe closing of the acquisition of such New Facility of an amendment to the Master Facilities Lease adding such New Facility to the leased premises thereunder and adjusting the rent payable thereunder appropriately (with the rent payable for such New Facility to be determined on the same basis as the rent payable for the Facilities during the initial Lease Year, quarterly and annual reports as defined in the Facilities Lease, escalating on Forms 8-K, 10-Q and 10-K the same basis as the rent payable for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause theirFacilities), and (2) Magellan's and OpCo's execution at or as of the Acquired Companies', affiliates, employees and representatives to closing of the acquisition of such New Facility of (A) reasonably cooperate with Seller in connection an amendment to the Master Franchise Agreement adding such New Facility to the facilities covered thereby and adjusting the franchise fee payable thereunder appropriately (with the foregoing franchise fee payable for such New Facility to be determined on the same basis as the franchise fee payable for the Facilities during the first and second Contract Years (as defined in the Franchise Agreement), escalating on the same basis as the franchise fee payable for the Facilities), and (B) under a Subsidiary Franchise Agreement covering such New Facility, upon substantially the supervision same terms and conditions as the Subsidiary Franchise Agreement covering each of Seller, prepare the June Financial Statements, other Facilities. Notwithstanding anything set forth in this Agreement to the extent not yet prepared and finalized as contrary, the provisions of the this Section 14.2 shall survive Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following equal to the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, term of the books Facilities Lease, including all extensions and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsrenewals thereof.

Post-Closing. Covenants The Parties agree as follows with respect to the period following the Closing. (a) General In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 8 below). The Sellers acknowledge and agree that from and after the Closing, TeamStaff will be entitled to possession of all documents, books, records (including Tax records), agreements, and financial data of any sort relating to RS; provided, however, that TeamStaff will allow Sellers to have access to such documents, books, records, agreements and financial data of RS as such Sellers may reasonably request in order to comply with applicable law, including tax laws. (b) Litigation Support In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) Following any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing DateDate involving RS or its Business, Buyer shalleach of the other Parties will reasonably cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and shall cause the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice provide such testimony and during normal business hours, through its affiliates, employees and representatives, (x) the right access to examine and make copies, at Seller's expense, of the their books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer as shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) be reasonably cooperate with Seller necessary in connection with the foregoing contest or defense, all at the sole cost and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as expense of the Closing Date, in contesting or defending Party (unless the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date contesting or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access defending Party is entitled to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successorsindemnification therefor under Section 8 below). (iic) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, Transition None of the books and records Sellers will take any action that is designed or intended to have the effect of Seller retained by Seller and maintained by Seller discouraging any lessor, licensor, customer, supplier, or other business associate of RS from maintaining the same business relationships with RS after the Closing Date; but only as it maintained with RS prior to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsClosing.

Post-Closing. Seller covenants and agrees that after the Closing Date it will: (ia) Following Cooperate with Purchaser in the event its parent corporation is required to include audited financial statements with respect to the Hospital and the Clinics in its filings with the United States Securities and Exchange Commission. (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, may be reasonably necessary to assure, complete and evidence the full and effective transfer and conveyance of Seller's Assets. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms hereof or which, by agreement of the parties, have not been fully performed as of the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) File or cause to be filed any final cost reports with respect to the cost reporting periods prior to the Closing Date for which it or the Partnership may be responsible under applicable state and federal law within the time periods proscribed thereunder, Buyer shall, it being understood and shall cause agreed that the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) purpose of this provision is to ensure that there is no adverse affect on the right reimbursement paid to examine and make copies, Purchaser or the Partnership with respect to the operations at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's Hospital and the Acquired Companies' employeesClinics after Closing. (e) To permit Purchaser, in the case of either clause (x) or (y)Corporation and/or the Partnership to continue to use, for a period of one hundred eighty (180) days after the preparation Closing, proprietary materials, programs, manuals, promotional materials and review of other intangibles owned or developed by Seller and used by the June Financial Statements and any other action Corporation or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller Partnership in connection with the foregoing and (B) under operations at the supervision of Seller, prepare Hospital and/or the June Financial Statements, Clinics as are reasonably necessary to the extent not yet prepared and finalized as continued licensure, certification and/or accreditation of the Closing Date, in Hospital or the ordinary course Clinics after Closing. (f) To provide data processing services with respect to the Hospital and the hospitals which are the subject of the performance of their responsibilities. Buyer shallOther Agreements on the terms and for the cost specified in Exhibit 9.03(f). (g) To permit Purchaser, and shall cause the Acquired Companies to, maintain Corporation and/or the books and records of the Acquired Companies for examination and copying by Seller Partnership to use for a period of not less than six (6) years following 60 days after Closing any signs located at the Closing Date Hospital and/or the Clinics or any longer period pre-printed materials, such as mandated by applicable Lawadmitting forms or patient information materials, after which, Buyer or on which the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) name or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller logo may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsappear.

Post-Closing. (i) Following After the Closing Date, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one Purchaser will: (1a) Business Day's prior written notice and Provide Seller with access during normal business hourshours to any books or records which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent to the Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Closing Date, through its affiliates, employees and representatives, (x) the at which time Purchaser shall give Seller notice of Seller's right to examine remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the parties, have not been fully performed as of the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To the extent permitted by law, Seller and the staff physicians of the Hospital employed by Seller prior to the Closing Date (but in the case of such staff physicians only as necessary for the further care of their patients and the defense of litigation) shall be entitled, after the Closing Date, during normal business hours of the Hospital and the Clinics and on advance notice to Purchaser to have access to and to make copies, at Seller's their sole cost and expense, of the books patient records, including the medical records and records medical charts of any patient admitted to the Acquired CompaniesHospital or the treated in a Clinic on or before the Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller shall be entitled to remove from the Hospital or a Clinic any such record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in writing prior to removal by an officer of Seller or counsel retained by Seller in connection with such litigation, and (y) reasonable access only prior to Buyermaking a copy thereof, at Seller's cost and the Acquired Companies' employees, in the case of either clause (x) or (y)expense, for retention at the preparation and review Hospital or the Clinic, as applicable. Any record or chart so removed by the Hospital or any Clinic shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital, the consent of the June Financial Statements and any other action which was not required as a condition to Closing but notice to which is required or inquiry related to the procedures set forth in Section 1.4recommended after Closing, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule JCAHO and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successorsCARF. (iif) Following Purchaser shall not renew the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, term of the books and records Hospital Lease upon the expiration of Seller retained by Seller and maintained by Seller after the Closing Date; but only to Initial Term thereof unless CMS is released from its Guaranty at the extent that time of such books and records relate to the Acquired Companies; and (y) reasonable access renewal with respect to any of Seller's employees, in obligations arising under the case of either clause (x) or (y), for the review of the June Financial Statements, Hospital Lease during any and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsall renewal terms.

Post-Closing. The Company covenants and agrees that, within five (i) Following the Closing Date, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one (15) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) Days following the right to examine and make copies, at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited todate hereof, the timely preparation pursuant Company, NAYA and their respective Subsidiaries shall execute and deliver, or cause to Seller's then-current schedule be executed and filing of Seller's currentdelivered, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) Holder such documents as Holder may reasonably cooperate with Seller request in connection with the foregoing exchange of the NAYA Debenture for this Debenture and the INVO Preferred Stock (B) under as defined in the supervision of SellerNAYA Debenture), prepare the June Financial Statementsincluding, without limitation, a Subsidiary Guarantee from NAYA, an Additional Debtor Joinder to the extent not yet prepared Security Agreement from the Company and finalized as each of the Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six its Subsidiaries (6) years following the Closing Date or any longer period as mandated by applicable Law, after pursuant to which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representativesamong other things, the right to (x) examine Company and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only its Subsidiaries will grant security interests to the extent that such books and records relate Holder in all of its assets, including without limitation all assets in which the Company and/or its Subsidiaries has granted security interests to the Acquired Companies; and Decathlon Alpha V, L.P. (y“Decathlon”) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books loan facility extended by Decathlon to the Company (the “Decathlon Facility”), a legal opinion from counsel to NAYA, an intercreditor agreement among Decathlon, the Company and/or its Subsidiaries and records for examination the Holder, and copying by Buyer for a period subordination agreements among the Company and/or its Subsidiaries, any other lender or creditor of not less than six (6) years following the Closing Date or any longer period as mandated by applicable LawCompany and/or its subsidiaries, after which, Seller may destroy such records and the Holder similar to the subordination agreements entered into in its sole discretion. Access to such records shall not unreasonably interfere connection with the business operations Decathlon Facility, in each case, in form and substance reasonably satisfactory to Holder. Any failure to satisfy any requirement of Seller or any this Section 12 within five (5) Business Days after the date hereof shall constitute an immediate Event of its successorsDefault, unless the Company has delivered a request for the Loan pursuant to Section 13, in which case the execution and delivery of the documents requested pursuant to this Section 12 shall be delivered at a closing of the Loan against delivery of the Loan funds pursuant to Section 13.

Post-Closing. 4.1 Following Closing and where so required, (a) the Seller shall take all such steps as may be reasonably required to provide the Purchaser the full benefit of the Company and the Business respectively and in order to be able to let the Company conduct the Business as being conducted by the Seller prior to Closing. (b) Parties shall take all reasonable actions necessary and execute any agreements as may be required, to transfer against nil consideration, those agreements and/or rights belonging to the Business but that were not properly transferred by the Seller to the Company on or prior to Closing. (c) In the event the Seller (inadvertently) receives monies intended for the Company in respect of the Business, the Seller will remit such funds to Company or the Purchaser (at the Purchaser’s election) forthwith upon receipt thereof. (d) The Seller undertakes to carry out all the actions and agreements listed in Schedule 4.1 (d) within the ten Business Days after the Closing. 4.2 The Seller shall ensure that (i) Following any contracts related to the Business that may have been previously entered into by the Seller will be transferred and/or assigned to the Company and (ii) any and all amounts received under such contract(s) will be promptly transferred to the Company. If and to the extent a counterparty under any such contract has any objections against the transfer/assignment of its contract to the Company, to the extent permitted under such contract, the Seller shall ensure that it assigns its rights under such contract to the Company in consideration of the Company acting as subcontractor under such contract and performing all the obligations under such contract. 4.3 The Seller shall: (a) make available, or cause to be made available, to the Purchaser and/or the Company, all information, records or documents which may be reasonably requested by the Purchaser or the Company to fulfil their respective reporting or filing requirements (including in relation to Tax matters); and (b) preserve, or cause to be preserved, any information, records or documents pertinent or related to the Company that are in their possession or under their control; until the expiration of all limitation periods under applicable Law. 4.4 The Parties shall, within 30 days after the Closing Date, Buyer shall, and shall cause to carry out a Board of Directors meeting to appoint the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, Second Guarantor as Delegated Director of the books and records of the Acquired Companies, and Company (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's thenadministrador-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (Bdelegado) under the supervision specific title of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six Chief Executive Officer (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successorsCEO). (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successors.

Post-Closing. (a) Sellers will be obligated to buy clocks from the Buyer as its prime and exclusive vendor of supply as long as the cost, features, functionality and payment terms are competitive with American or European Manufacturers (excluding FedEx Orders as indicated at Section 7.2(b) below). (b) Sellers will buy from Buyer the TA7700 color display, as currently configured exclusive of RSI handpunch component), for FedEx orders. Buyer agrees to sell for these orders only at a fixed special price of $2,000 per unit for the period starting at the Closing and ending at May 31, 2008. The parties acknowledge and agree that no royalties shall be payable by Buyer with respect to such sales. (c) As promptly as possible following the Closing, Sellers will change after the Closing, but not later than 90 days following the Closing, the names of the companies of the Sellers T.A Nevada and T.A Arizona, that it will not include the words: “Time” and/or “America” (hereinafter the “Words”) and any rephrasing of the words. Notwithstanding the foregoing, Sellers may continue to use the name NETtime. (d) Sellers agree to rent to Buyer a part of Sellers’ premises in the current Sellers facility located in Scottsdale, Arizona by its size needed. Buyer shall pay to Seller a monthly amount for such space based on a rate equal to U.S. $22.50 per square feet for a year. This rental fee will include using all the facilities at Sellers premises including: electricity, air-conditioning, telephone and internet access, computers, programs etc., (hereinafter the “rental fee” or the “rental”). The first two months of the rental period shall be provided by Sellers be free of charge. The rental period will start at the Closing, and Buyer will have to give 45 days advance notice to Sellers in order to terminate the rental period, provided that the end of the rental period shall be no longer than May 1, 2007. During the period contemplated by this subparagraph (d), each Party agrees to be liable for any and all damages to a Party’s tangible assets caused by the other Party’s employee. Buyer agrees to reimburse Sellers for any assets used by Buyer and not covered by this paragraph during the period set forth in this subparagraph (d), at Sellers’ cost (i.e., paper, soda, etc.). (e) Sellers agree to provide Buyer with the Hosting Facilities for a period of six months after the Closing at a cost of U.S. $2,000 per month. After six months such cost shall be subject to renegotiation by the Parties, provided, however, Sellers shall be under no obligation to continue to provide such services. Upon the expiration of such six month period, Sellers shall transfer to Buyer all employee data relating to the resellers listed on Exhibit A. During such six-month period Sellers shall provide administrative access as reasonably required by Buyer for the purpose of providing billing NETtime reseller clients. (f) Sellers agree to provide the following support and training services following the Closing: (i) At Buyer’s request, Sellers shall make an employee knowledgeable with the TA7000 product available to Buyer in Arizona for a period of two weeks for the purpose of providing knowledge transfer and training to Buyer’s employee with respect to the Java program for the TA7000 product. (ii) For a period of three months following the Closing, Sellers shall provide support for the TA7000 products. Such support may be provided by telephone, email or in-person in Seller’s offices in Scottsdale, Arizona. (iii) For a period equal to the earlier of 12 months following the Closing or such time Buyer has altered the source code of NETtime, Sellers shall provide 2nd tier support for the NETtime products including new releases and documentation of the software as provided from time to time by Sellers. Such 2nd tier support may be provided by telephone, email or in-person in Seller’s offices in Scottsdale, Arizona. Such 2nd tier support shall consist of providing releases through Sellers normal release process and shall be provided by Sellers employees to Buyer employees and shall not include end-users of Buyer.. (iv) Sellers agree to provide Buyer’s personnel with initial training in order to educate Buyer with respect to the NETtime product. Such training shall be conducted at Sellers’ Scottsdale, Arizona offices for a period of two weeks. (v) For a period of three months following the Closing, Sellers shall provide employee to employee 2nd tier support for the NETtime products. Such 2nd tier support may be provided by telephone and email. (g) The Buyer will pay a payment of quarterly royalties to Sellers for the first four (4) years after the Closing (hereinafter the “Royalties Period”) equal to 5% of the revenue (exclusive of returns, and FedEx revenue) derived from the sale by Buyer of the TA7000 in the U.S., excluding sales to Buyer’s U.S. clients. Attached as Exhibit O to this Agreement is a list of Buyer’s U.S. clients. (h) For a period of 12 months following the Closing, the Parties agree not to solicit or hire any employee of the other party without such Party’s prior written consent. An employee terminated by a Party shall not be subject to this nonsolicitation provision. (i) Following the Closing DateClosing, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice Sellers agree not to sell its time and during normal business hoursattendance products to the reseller accounts listed on Exhibit A to this Agreement, through and (2) Buyer agrees not to sell any of its affiliatestime and attendance products to any direct or end user accounts of Sellers listed on Exhibit D to this Agreement as long as Sellers will sell to direct accounts only products of the Buyer, employees and representatives, subject to the exception set forth in subparagraph (xj) immediately below. Each Party agrees that the other Party shall have the right to examine and make copies, at Seller's expense, enforce its rights under this subparagraph (i) in a New York court of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilitieslaw having jurisdiction over such matters. Buyer shall, further acknowledges and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller agrees that for a period of 90 days following the Closing, Sellers shall have the right to contact such resellers listed on Exhibit A for the sole purpose of collecting any accounts receivable owing to Sellers as of the Closing. (j) Following the Closing, Sellers agree to purchase Buyer’s products for sale to Sellers direct accounts, provided the cost, features, functionality and payment terms are competitive with American or European manufacturers. For purposes of this Agreement, a product will be deemed competitive with respect to cost if the difference between the cost of such two clocks is five percent (5%) or less. In the event Sellers purchase products from Chinese manufacturers as a result of Buyer not less than six being competitive in terms of cost, features, functionality and payment terms, Buyer’s only remedy is the ability to sell its time and attendance hardware products to the direct and end-user accounts of Sellers listed on Exhibit D. Buyer acknowledges that certain of Sellers’ partners purchase clocks directly from applicable manufacturers and agrees that such purchases shall not be a breach of this Agreement. Buyer further acknowledges that Sellers’ obligation under this subparagraph (6j) years to purchase clocks from Buyer shall not arise until the earlier of sixty (60) days following the Closing Date or any longer period such time as mandated by applicable LawSellers have completed the integration of such clocks with Sellers’ software. If, after whichupon the expiration of such sixty (60) day period, Buyer or has not finished such integration, Sellers may request the extension of such period for an additional thirty (30) day period and such request shall be granted. Such request may be repeated each successive thirty (30) day period until such time as Buyer has finished such integration. (k) Sellers will receive a 5% discount off of the reseller price list for the resellers in the U.S for the TA7000 series products. (l) Sellers will transfer to Buyer, and will instruct Laurus Master Funds Ltd. to transfer to Buyer, all receivables related to the Acquired Companies may destroy such records Assets arising after the Closing, that have been received in their sole discretionSellers bank account and/or offices after the Closing Date and are derived from Buyer’s activity arising after the Closing (hereinafter “Buyer’s receivables”). Access The Buyer’s receivables will be transferred to such records the Buyer from the Sellers no later than once-per-week hours from the time it has been received at the Sellers bank account and/or Sellers offices. (m) Sellers shall not unreasonably interfere with be entitled to change the business operations name of BuyerSellers company to “NETtime Solutions” and Buyer shall have no right whatsoever to use the NETtime name. (n) Sellers’ liability to Buyer for any Damages arising out of Sellers’ breach of any of its representations, warranties, covenants or other obligations set forth in this Agreement will be as follows: (i) In case Sellers sell, or cause any third party acting on behalf of Sellers to sell (any kind of sale), any Acquired Company or of the Purchased Assets to any third party after the signing of their respective successorsthis Assets Purchase Agreement, Buyer shall be entitled to seek Damages from Sellers, to be determined by a U.S. court with jurisdiction over such matters. Such Damages shall be unlimited in the amount. (ii) Following In case Sellers sell, or cause any third party acting on behalf of Sellers to sell, any of the Closing DatePurchased Assets related to time and attendance to the Resellers listed in Exhibit A and or to the Buyer clients listed in Exhibit O, Seller Buyer shall allow Buyerbe entitled to seek Damages from the Sellers, upon one to be determined by a U.S. court with jurisdiction over such matters. Buyer and Sellers hereby acknowledge and agree that their respective partners and resellers set forth in Exhibits A and D may from time to time compete for the same end user business. Such event shall not constitute a breach by either party of any term of this Agreement. (1iii) Business Day's prior written notice and during normal business hoursIn case any of any breach of Sellers representations, through warranties or covenants relating to its affiliatesgood title ownership of the following assets: intellectual property rights regarding original software (sources) programs, employees and representatives, the right to (x) examine and make copies, at Buyer's expensekernel, of the books following Sellers products: GENESIS SQL, GENESIS PRO, TA100, TA100PRO, ▇▇▇▇, ▇▇▇▇▇▇, TA50 PRO and records the TA7000 Product Series (“TA7000”) and the associated firm ▇▇▇▇ for all the data collection devices. Buyer shall be entitled to seek Damages from Sellers, to be determined by a U.S. court with jurisdiction over such matters. Such Damages shall not exceed U.S. $1,000,000. (o) In case of Seller retained by Seller and maintained by Seller after any breach of Sellers representations, warranties or covenants relating to any other restrictions and/or any liens apart the Closing Date; but only to the extent that such books and records relate to exciting in favor of Laurus Master Fund Ltd. on the Acquired Companies; and Activity and/or the Purchased Assets, Buyer shall be entitled to seek Damages from Sellers, to be determined by a U.S. court with jurisdiction over such matters. Such Damages shall not exceed U.S. $1,000,000. (yp) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), Under no circumstances shall Sellers aggregate liability for the review of the June Financial Statements, and any other action or inquiry related to the procedures matters set forth in Section 1.4(n)(iii) and (o) exceed U.S. $1,000,000 in the aggregate. Buyer further agrees that it shall not make any claims against the escrow under the Escrow Agreement until such claim amounts exceed U.S. $2,700. (q) Following the Closing, regulatory Buyer covenants and statutory filingsagrees that it cannot, earnings releasesdirectly or indirectly, statistical supplements, financial statements resell the source code for NETtime versions 5 and 6 to any third party whatsoever. Buyer shall cease using the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of NETtime name not less later than six (6) years 90 days following the Closing Date or any longer period Closing. (r) Following the Closing, at Buyer’s written direction Sellers shall delete all copies of the source code and written documentation relating to the Software described in Section 1(b). (s) Sellers shall pay to Buyer U.S. $7,500 to an account designated in writing by Buyer. (t) Attached hereto as mandated by applicable Law, after which, Seller may destroy Exhibit Q is Buyer’s price listing relating to the prices Buyer agrees to sell such records parts to Sellers solely for Sellers’ FedEx’s order relating to 355 TA7700 clocks. Such prices to Sellers shall be 35% above the prices set forth in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsprice list.

Post-Closing. (i) Following After the Closing DateEffective Time, neither Buyer shall, and nor any of its Affiliates or Representatives shall undertake a Restricted Activity or cause the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right or permit a Restricted Activity to examine and make copies, at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, be undertaken except as permitted in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in this Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilities5.13.2. Buyer shalland its Affiliates and Representatives may undertake a Restricted Activity only on Fee Parcels, and shall or cause the Acquired Companies toor permit a Restricted Activity to be undertaken only on Fee Parcels, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent (1) required by an Environmental Law; (2) in response to a specific request of a Governmental Authority; (3) required during the normal course of business arising out of repairs, modifications, maintenance or construction activities that are conducted consistent with Buyer’s Intended Use and it is reasonably determined by Seller (or Seller’s Affiliates or Representatives) that it will not materially impact NewPage-WI’s adjacent paper manufacturing facilities and equipment; or (4) due diligence conducted by a future prospective purchaser, investor or financing source provided such books activity is conducted on a Remote Parcel and records relate it is reasonably determined by Seller (or Seller’s Affiliates or Representatives) that it will not materially impact NewPage-WI’s adjacent paper manufacturing facilities and equipment (each a “Permitted Restricted Activity”). In the event Seller (or Seller’s Affiliates or Representatives) reasonably determines that the proposed activity to be undertaken under Section 5.13.2(3) or 5.13.2(4) will materially impact NewPage-WI’s adjacent paper manufacturing facilities, as indicated by Seller’s written objection to Buyer within ten (10) Business Days after Seller’s receipt of written notification from Buyer pursuant to Section 5.13.3 and a commercially reasonable alternative to the Acquired Companies; activity does not exist, then such activity shall be deemed a Permitted Restricted Activity. Seller’s failure to object to the proposed activity in writing within such ten (10) Business Day period shall indicate Seller’s determination that the proposed activity will not materially impact NewPage-WI’s adjacent paper manufacturing facilities. Permitted Restricted Activities shall be conducted by Buyer in a commercially reasonable manner in an effort to minimize any material impact on NewPage-WI’s adjacent paper manufacturing facilities and (y) reasonable access to any equipment. An activity or communication will not be considered a Permitted Restricted Activity if it occurs as a result of Seller's employees, a change in the case use of either clause (x) or (y), for a Project from a hydroelectric project to an alternative use and/or the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct removal of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer Fee Parcel from a Project boundary as defined in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsFERC License.

Post-Closing. The Parties acknowledge that their intent is not to invoice or ▇▇▇▇ the other Party for cash calls or joint interest ▇▇▇▇▇▇▇▇ (i“JIB(s)”) Following with respect to any well proposed to be drilled or well then currently conducting drilling and/or completion operations on the Closing DateSubject Leases. However, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, if an Assignor is assigning a portion of the books Subject Leases to the Assignee for which the Assignor has received revenues and/or made JIB payments and/or payments for drilling, completion or other costs associated with oil and records gas operations involving such portion of the Acquired CompaniesSubject Leases, the following shall apply: To the extent previously paid by Assignor, the Assignee, as applicable, shall refund to the Assignor the sum of all prepayments, cash calls and/or JIB(s), as well as other drilling and completion payments (yherein “Payments”) reasonable access to Buyer's and the Acquired Companies' employeesmade, net of all revenues received, in connection with such portion of the case of either clause Subject Leases as to periods subsequent to the Effective Date. Notwithstanding the foregoing, the Parties shall not be required to refund any prepayments, cash calls or other payments (xor revenues) with respect to that Party’s interest in and to the Excluded Wellbores or (y)the Excluded Assets; provided, however, for the preparation avoidance of doubt, that income, franchise, and review similar Taxes of Assignor shall not be borne by Assignee. The Parties agree that the intent of this procedure (as practically as possible) is to “undo” the direct cash flows for periods subsequent to the Effective Date, which the Assignor incurred as a result of participating as a working interest owner in operations involving the Subject Leases assigned to the Assignee at Closing, unless such direct cash flows are with respect to the relevant Party’s interest in and to the Excluded Wellbores or the Excluded Assets. Any and all payments or refunds due to a Party hereunder shall be paid within one hundred and fifty (150) days of the June Financial Statements date of execution and any other action or inquiry related delivery of the Assignments described in Paragraph 3.4 herein by wire transfer of certified funds: Except as otherwise provided in this Agreement, all costs, expenses, disbursements, and obligations attributable to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, Subject Leases for periods of time prior to the timely preparation pursuant to Seller's then-current schedule and filing Effective Date shall be the obligation of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause theirapplicable Assignor, and such Assignor shall promptly pay, or if paid by Assignee, promptly reimburse Assignee for and hold Assignee harmless from and against same under the Acquired Companies'Closing Settlement Statement and Post-Closing Settlement Statement mechanism below. At least five (5) business days prior to Closing, affiliates___________ shall provide ___________ with a closing settlement statement covering all adjustments, employees without duplication, to be made at Closing under this transaction in substantially the same form and representatives content as Exhibit “F” (the “Closing Settlement Statement”). To the extent available, actual numbers shall be used. If not available, ___________ shall use reasonable and good faith estimates of the same, which estimates shall be adjusted to (A) reasonably cooperate with Seller take into account actual numbers in connection with the foregoing Closing Settlement Statement. ___________ may then respond with any comments within two (2) business days prior to Closing; provided, however, that failure to dispute or revise any adjustment shall not waive or otherwise preclude ___________ from commenting on such adjustments in the Post-Closing Settlement Statement. In preparing the Closing Settlement Statement, ___________ and ___________ shall have no obligation to make an accrual for revenues not received as of Closing. Within ninety (B90) under the supervision of Sellerdays after Closing, prepare the June Financial Statements___________ shall provide ___________ with a settlement statement covering all adjustments, without duplication, to the extent not yet prepared and finalized as of the Closing Datebe made pursuant to this Agreement, in substantially the ordinary course of same form and content as Exhibit “G” (the performance of their responsibilities“Post-Closing Settlement Statement”). Buyer shall, ___________ shall have thirty (30) days to review and provide comments on the Post-Closing Settlement Statement. The Parties shall cause then agree upon the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying Post-Closing Settlement Statement within sixty (60) days from receipt by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion___________. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to To the extent that no post-closing adjustment is necessary, ___________ may notify ___________ of such books in writing within ninety (90) days after Closing, and records relate ___________ shall have thirty (30) days to the Acquired Companies; and respond with its own Post-Closing Settlement Statement (y) reasonable access to any of Seller's employees, in the case of either clause event that ___________ does not agree that a Post-Closing Settlement Statement is not necessary). The Parties shall then negotiate in good faith in an attempt to agree upon a mutually acceptable Post-Closing Settlement Statement within sixty (x60) or (y), for the review of the June Financial Statements, and any other action or inquiry related days from ___________’s notice to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successors___________.

Post-Closing. (i) Following the Closing DateClosing, Buyer shall, the Purchaser hereby covenants and agrees as follows: (a) The Purchaser shall cause use its commercially reasonable efforts to diligently market the Acquired Companies to, allow Seller, upon one Multiplicity Products; and (1b) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) The Purchaser hereby gives the right to examine and make copies, at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employeesCompany, in the case event of either clause (x) or (y), for the preparation and review any sale of the June Financial Statements portion of the Purchaser's business comprising the Multiplicity Products, whether sold on a stand-alone basis or as part of a sale of a group of related businesses, the right of first refusal ("▇▇▇▇") to purchase the assets proposed to be sold, on the same terms and conditions which the Purchaser proposes to accept from any other action or inquiry related BONA FIDE offeror. The Purchaser shall give the Company prompt written notice that it contemplates sale of the Business and the terms and conditions of any such bona fide offer which it finds satisfactory. The Company shall have twenty (20) days following receipt of such notice within which to give the Purchaser written notice of its intent to exercise the ▇▇▇▇. If the Company does not give notice of its exercise of the ▇▇▇▇ together with a non-refundable deposit in the amount of ten percent (10%) of the cash portion of the purchase price within such twenty (20) day period, then the ▇▇▇▇ will become null and void as to that offer only and the Purchaser may sell the assets proposed to be sold on substantially the same terms and conditions offered to the procedures set forth Company to any other offeror within the next succeeding six (6) month period. If the Purchaser intends to sell the assets on substantially different terms and conditions or after the six (6) month period, the ▇▇▇▇ shall apply to any such subsequent offering. If the Company gives written notice of its exercise of the ▇▇▇▇ at any time and then defaults in Section 1.4the exercise thereof, regulatory the ▇▇▇▇ shall become null and statutory filingsvoid and the Company shall forfeit its deposit. For purposes hereof, earnings releases, statistical supplements, financial statements (including, but the term "bona fide offeror" means an entity which is not limited related to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate affiliated with Seller in connection or under common control with the foregoing and Purchaser or its parent company (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilitiesan "Affiliate"). Buyer shall, and The ▇▇▇▇ shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller continue for a period of five (5) years from the Closing Date. The ▇▇▇▇ shall be binding on the Purchaser, and its Parent Company, all Affiliates, successors and assigns thereof including any estate created by any bankruptcy or reorganization (collectively, "Purchaser Parties"), and the ▇▇▇▇ shall not less than be affected by any [continued on next page] bankruptcy or reorganization of the Purchaser Parties or any of them or their permitted assigns,. (c) Upon the occurrence of any Extraordinary Event, as defined in subparagraph (d) hereof, and the declaration thereof by the Company in writing, within six (6) years following months after the Closing Date or occurrence thereof, Purchaser shall provide to the Company, in lieu of any longer period as mandated by applicable Lawfurther Earn-Out payments to the Company, after whichan irrevocable permanent non-royalty bearing license to manufacture, Buyer or sell, sublicense, lease, and use the Acquired Companies may destroy such records in their sole discretion. Access to such records Multiplicity Products, and the Company shall not unreasonably interfere with have the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the further right to (x) examine and make copies, at Buyer's expense, on proof of the books occurrence of any Extraordinary Event and records of Seller retained by Seller such timely declaration) enjoin and maintained by Seller after permanently preclude the Closing Date; but only to the extent that such books manufacture, sale and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review use of the June Financial StatementsMultiplicity Products by Purchaser Parties, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory their successors and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsassigns.

Post-Closing. (i) Following Borrower shall deliver to Agent the Closing Datefollowing, Buyer shall, and shall cause not later than the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures dates set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements below: (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing perioda) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to Not later than thirty (A30) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years days following the Closing Date (or any such longer period of time as mandated agreed to by applicable Law, after which, Buyer or the Acquired Companies may destroy such records Agent in their writing in its sole discretion. Access to such records shall not unreasonably interfere with the ), duly executed landlord consents for its (i) chief executive office or its principal place of business operations and (ii) offices or business locations, including warehouses, containing in excess of Buyer, any Acquired Company Five Hundred Thousand Dollars ($500,000) of Borrower’s assets or any of their respective successorsproperty. (iib) Following the Closing Date, Seller shall allow Buyer, upon one Not later than ten (110) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years Days following the Closing Date (or any such longer period of time as mandated agreed to by applicable Law, after which, Seller may destroy such records Agent in writing in its sole discretion. Access ), a duly executed Account Control Agreement regarding each Deposit Account or securities account (that is not an Excluded Account) maintained by any Borrower that is not already subject to an Account Control Agreement, provided that (i) no proceeds of any Advance shall be transferred to any Deposit Account that is not subject to an Account Control Agreement and (ii) notwithstanding the foregoing, the deadline for the account ending [***] listed on Exhibit D shall be sixty (60) days. (c) Not later than thirty (30) days following the Closing Date (or such records longer period of time as agreed to by Agent in writing in its sole discretion), all insurance endorsements and copies of each insurance policy required by Section 6.2 hereunder. (d) Not later than thirty (30) days following the Closing Date (or such longer period of time as agreed to by Agent in writing in its sole discretion), Borrower shall not unreasonably interfere with cause the business operations shares of Seller common stock of the MSC Subsidiary and that are the subject of the pledged collateral under the Pledge Agreement to be certificated and the original certificate and power (undated and executed in blank) to be delivered to Agent. (e) Not later than forty-five (45) days following the Closing Date (or any such longer period of time as agreed to by Agent in writing in its successorssole discretion), Borrower shall deliver to Agent the original certificate and power (undated and executed in blank) representing 65% of the shares of Disc Medicine Pty Ltd. (f) Not later than two (2) Business Days following the Closing Date (or such longer period of time as agreed to by Agent in writing in its sole discretion), all certificates of insurance required hereunder.

Post-Closing. (i) Following Such Seller covenants and agrees that, after the Closing Date, Buyer shall, and shall cause the Acquired Companies to, allow it will: (a) At no cost to such Seller, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right reasonably cooperate with Purchaser if Purchaser is required to examine and make copies, at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related include audited financial statements with respect to the procedures set forth Facility currently owned by such Seller in Section 1.4Purchaser's filings with the Securities and Exchange Commission, regulatory provided, however, that Purchaser shall protect, indemnify, save harmless and statutory filingsdefend Sellers, earnings releasestheir principals, statistical supplementsofficers, financial statements directors and agents and employees from and against all liabilities, claims, damages, penalties, causes of action, costs and expenses (including, but not limited towithout limitation, the timely preparation pursuant to Seller's then-current schedule reasonable attorneys' fees and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statementsexpenses), to the extent not yet prepared and finalized permitted by law, imposed upon or incurred by or asserted against them by a third party or parties as a result of the Closing Datepublication of any such audited financial statements by or at the direction of Purchaser, but not against any such liabilities, claims, damages, penalties, causes of action, costs or expenses as may be suffered by Sellers, their principals, officers, directors and agents and employees in or as a result of any action or proceeding with respect to any such audited financial statement (i) in which a judgment is entered against any IHS, Lyric, Lyric Holdings, any Seller or any principal, officer, director, agent or employee thereof, or (ii) is settled in whole or in part on the basis of a payment of Ten Thousand ($10,000.00) Dollars or more to the claimant or moving party in such proceeding by IHS, Lyric, Lyric Holdings, any Seller or any principal, officer, director, agent or employee thereof alone or in combination with any payment made by IHS, Lyric, Lyric Holdings, any Seller or any principal, officer, director, agent or employee thereof (and as to expenses previously paid by Purchaser pursuant to the foregoing indemnity prior to an event described in (i) or (ii), above, Seller shall repay such expenses promptly after the event specified); (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, conveyance and transfer as, in the ordinary course reasonable opinion of counsel for Purchaser and such Seller, reasonably may be necessary to assure, complete and evidence the performance transfer and conveyance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records Sellers' Assets as contemplated by this Agreement so long as no additional liability or material additional expense is incurred by such Seller by its execution of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors.instruments; and (iic) Following File the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), annual cost reports for the review of Facility currently owned by such Seller within the June Financial Statementsperiods required by Medicare, Medicaid and any other action or inquiry related third party payor and provide any additional documentation to support the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain amounts claimed under such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy cost reports within such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorstime periods.

Post-Closing. (i) Following In addition to the foregoing, each of Viceroy, VMC and HoldCo agrees and covenants with Vista and Granges that as soon as practicable after the Closing Date and in any event no later than three months from the Closing Date, Buyer shall, and it shall cause the Acquired Companies to, allow Seller, upon one cause: (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (xa) the right filing with the applicable Mexican Governmental Authorities of any required instrument or document in order to examine and make copies, at Seller's expense, register in the name of Paredones such mining concessions comprising the Mineral Rights which have not been registered in the name of Paredones as of the books Closing Date; (b) the valid execution or endorsement of all deeds, bills of sale, transfers and records assignments, including any required consents and approvals listed in SCHEDULE "H", in form and substance acceptable to Vista, as Vista may reasonably require and as are necessary to effectively transfer and convey title to any Assets which, have not been formally transferred or conveyed to Paredones as of the Acquired CompaniesClosing Date, including, without limitation, the Lands described in the agreements listed as items 2 to 7 of SCHEDULE "B", the Surface Rights Agreements described in items 14 and (y) reasonable access to Buyer's 15 of part B of SCHEDULE "C" and the Acquired Companies' employees, water concession described in item 1 of part B of SCHEDULE "D"; (c) the delivery to such location or locations as instructed by Vista in writing of any Assets which are not in the case possession or control of either clause (x) or (y), for the preparation and review Paredones as of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (Closing Date including, but not limited to, the timely preparation pursuant Technical Data located in Viceroy's offices in Vancouver, British Columbia; and (d) the cancellation of the registration at the Public Registry of Mining of the Contract of Acquisition and Development of mining rights entered into with respect to Seller's then-current schedule the mining concessions San Antonio, La Rica, Tocopilla, ▇▇▇▇▇, ▇▇▇▇▇ and filing of Seller's currentLa Dificultad. VMC, quarterly HoldCo and annual reports on Forms 8-K, 10-Q Viceroy acknowledge that Vista and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with Granges are relying upon the foregoing covenants and (B) under agreements as an inducement to enter into this Agreement and to consummate the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying transactions contemplated by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successorsthis Agreement. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successors.

Post-Closing. (i) Following After the Closing Date, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one Purchaser will: (1a) Business Day's prior written notice and Provide Seller with access during normal business hours, through its affiliates, employees and representatives, (x) the right hours to examine and make copies, at Seller's expense, of the any books and or records of the Acquired Companies, and (y) reasonable access which Seller may need to Buyer's and the Acquired Companies' employees, in the case of either clause (x) file or (y), for the preparation and review of the June Financial Statements and any to defend tax returns or other action filings filed prior to or inquiry related subsequent to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, Closing Date which relate to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following prior to the Closing Date or which Seller may require for any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain all such books and records for examination and copying by Buyer for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the parties, have not less than six (6) years following been fully performed as of the Closing Date or any longer period and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To the extent permitted by law, Seller and the staff physicians of the Facilities employed by Seller prior to the Closing Date (but in the case of such staff physicians only as mandated by applicable Lawnecessary for the further care of their patients and the defense of litigation) shall be entitled, after whichthe Closing Date, during normal business hours of the Facilities and on advance notice to Purchaser to have access to and to make copies, at their sole cost and expense, of the patient records, including the medical records and medical charts of any patient admitted to the Facilities on or before the Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller may destroy shall be entitled to remove from the Facilities any such records record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in its sole discretion. Access writing prior to such records shall not unreasonably interfere with the business operations removal by an officer of Seller or any counsel retained by Seller in connection with such litigation, and only prior to making a copy thereof, at Seller's cost and expense, for retention at the Facilities. Any record or chart so removed by Seller from the Facilities shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Facilities, the consent of its successorswhich was not required as a condition to Closing but notice to which is required or recommended after Closing.

Post-Closing. (i) Following Sellers and Alterra covenant and agree that, after the Closing Date, Buyer shallthey will: (a) At no cost to Sellers or Alterra, reasonably cooperate with Purchaser if Purchaser is required to include audited financial statements with respect to the Facilities in its filings with the Securities and shall cause the Acquired Companies toExchange Commission; (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, allow Seller, upon one (1) Business Day's prior written notice conveyance and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employeestransfer as, in the case reasonable opinion of either clause counsel for Purchaser and Seller, reasonably may be necessary to assure, complete and evidence the transfer and conveyance of Sellers' Assets as contemplated by this Agreement; (xc) or (y), File the annual cost reports for the preparation and review of Facilities currently within the June Financial Statements periods required by Medicare, Medicaid and any other action third party payor and provide any additional documentation to support the amounts claimed under such cost reports within such time periods; (d) Furnish to Purchaser on or inquiry related before July 31, 1999, with respect to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but those Construction Facilities for which a certificate of occupancy has not limited tobeen issued by such date, the timely preparation pursuant to Seller's then-current schedule and filing written agreements of Seller's currentthe construction manager or general contractor(s), quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and as the conduct of any third-party litigation. Parent and Buyer shall cause theircase may be, and the Acquired Companies'architect and/or engineer, affiliateseach in form and substance acceptable to Purchaser, employees that such construction manager, general contractor, architect and/or engineer will, at the request of Purchaser and representatives upon payment of amounts payable under the contract, continue performance of the contract notwithstanding any default of Sellers under such contract and, with respect to the agreement to be executed by the architect and/or engineer, that Purchaser will have the unrestricted use of the Plans and Specifications without additional charge; (Ae) reasonably cooperate with Seller Within 90 days of Portfolio Stabilization, deliver to Purchaser the Portfolio Stabilization Appraisal; (f) Furnish to Purchaser on or before July 31, 1999, a final "as built" survey of each Completed Facility prepared and certified in connection accordance with the foregoing and Survey Requirements; (Bg) under Furnish to Purchaser within 45 days of the supervision Completion Date of Sellereach Construction Facility, prepare a final "as built" survey prepared in accordance with the June Financial Statements, Survey Requirements; (h) Prior to the extent not yet prepared and finalized as completion of construction of the Closing DateConstruction Facilities, in maintain (or cause Lessee to maintain) the ordinary course Construction Insurance on Construction Facilities; and (i) Furnish to Purchaser on or before June 30, 1999, the form of Resident Agreement for the Completed Facilities; and (j) Furnish to Purchaser within 45 days of the performance Completion Date of their responsibilities. Buyer shalleach Construction Facility, and shall cause the Acquired Companies to, maintain form of Resident Agreement for the books and records Completed Facilities; and (k) Furnish to Purchaser with 60 days of the Acquired Companies for examination and copying by Seller for date of this Agreement a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, copy of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsIndiana Facility License.

Post-Closing. (i) Following After the Closing Date, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one Purchaser will: (1a) Business Day's prior written notice and Provide Seller with access during normal business hours, through its affiliates, employees and representatives, (x) the right hours to examine and make copies, at Seller's expense, of the any books and or records of the Acquired Companies, and (y) reasonable access which Seller may need to Buyer's and the Acquired Companies' employees, in the case of either clause (x) file or (y), for the preparation and review of the June Financial Statements and any to defend tax returns or other action filings filed prior to or inquiry related subsequent to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, Closing Date which relate to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following prior to the Closing Date or which Seller may require for any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain all such books and records for examination and copying by Buyer for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the parties, have not less than six (6) years following been fully performed as of the Closing Date or any longer period as mandated by applicable Law, after and the performance of which, Seller by written agreement of the parties, has been extended until after the Closing Date. (d) To provide such notice as may destroy such records in its sole discretion. Access be required after Closing to such records shall each regulatory authority having jurisdiction over the Hospital Condominium Unit, the consent of which was not unreasonably interfere with the business operations of Seller required as a condition to Closing but notice to which is required or any of its successorsrecommended after Closing.

Post-Closing. (ia) Following As soon as reasonably practicable, but in no event later than ninety (90) days after the Closing Date, Buyer Purchaser may prepare and cause to be delivered to Parent a statement (the “Final Closing Statement”) setting forth Purchaser’s calculations of the Net Current Liabilities as of the Closing. (b) If Purchaser does not deliver a Final Closing Statement there shall be no further adjustments under this Section 6.10 with respect to Net Current Liabilities (c) Upon receipt of the Final Closing Statement and calculation of the Net Current Liabilities, Parent and its accountants (subject to reasonable confidentiality restrictions) shall be permitted during the succeeding thirty (30) day period (the “Review Period”) reasonable access during business hours to the personnel of Company and its Affiliates, and any documents, schedules or workpapers used by Purchaser in the preparation of the Final Closing Statement and in calculating Net Current Liabilities. (d) If Parent disagrees with Purchaser’s calculation of Net Current Liabilities, on or prior to the last day of the Review Period, Parent shall notify Purchaser in writing of such disagreement which notice shall set forth any such disagreement (the “Objection Notice”). If Parent fails to deliver the Objection Notice within the Review Period, Purchaser’s calculation of the Net Current Liabilities shall be deemed to have been accepted by Parent and shall be final and binding. If Parent delivers the Objection Notice within the Review Period, subject to Section 6.10(e) below, Purchaser and Parent shall negotiate in good faith to resolve any such disagreement, and any resolution agreed to in writing by Purchaser and Parent shall be final and binding upon the parties hereto. (e) If Purchaser and Parent are unable to resolve any disagreement as contemplated by Section 6.10(d) within forty five (45) days after delivery of the Objection Notice, then Purchaser and Parent shall engage the dispute resolution group of a nationally recognized independent public accounting firm or financial consulting firm mutually agreed upon by the Purchaser and Parent (the “Independent Auditor”), who shall, acting as experts and shall cause not as arbitrators, resolve the Acquired Companies todispute set forth in the Objection Notice. The fees, allow Seller, upon one (1) Business Day's prior written notice costs and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, expenses of the Independent Auditor shall be borne by the parties in proportion to the relative amount each party’s determination has been modified pursuant to such expert’s decision. (f) The parties shall instruct the Independent Auditor to consider only those items and amounts which are identified in the Objection Notice as being items which Purchaser and Parent are unable to resolve. Further, the Independent Auditor’s determination shall be based solely on the relevant work papers and books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related relating to the Company and oral presentations and written information provided by Purchaser and Parent, which are in accordance with the terms and procedures set forth in Section 1.4this Agreement (i.e., regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, on the timely preparation pursuant to Seller's then-current schedule and filing basis of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause theiran independent review), and the Acquired Companies'Independent Auditor shall not conduct additional discovery in any form. (g) The parties shall jointly instruct the Independent Auditor to make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after its engagement (i) whether the Estimated Closing Statement, affiliates, employees the Final Closing Statement and representatives to (A) reasonably cooperate with Seller the respective Net Current Liabilities derived from each of such statements were prepared in connection accordance with the foregoing terms of this Agreement or, alternatively, (ii) only with respect to the disputed items submitted to the Independent Auditor, whether and to what extent (Bif any) the Net Current Liabilities require adjustment, in each case, together with a written explanation in reasonable detail of each such required adjustment, including the basis therefor. The Independent Auditor shall be bound by a mutually agreeable confidentiality agreement. The procedures of this Section 6.10 are exclusive and, except as set forth below, the determination of the Independent Auditor shall be final and binding on the parties. The decision rendered pursuant to this Section 6.10(g) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 6.10(g). The other party’s only defense to such a request for specific enforcement or other legal action shall be fraud by or upon the supervision Independent Auditor. Absent such fraud, such other party shall reimburse the party seeking enforcement for its expenses related to such enforcement. (h) Upon the determination, in accordance with this Section 6.10, of Sellerthe final calculation of Net Current Liabilities and notwithstanding any limitation to the contrary set forth in ARTICLE 9 below: (i) if such finally determined Net Current Liabilities amount is greater than the Estimated Net Current Liabilities, prepare the June Financial Statementsthen Parent shall pay or cause to be paid, to Purchaser, the extent not yet prepared and finalized as of amount by which the Closing Date, in final Net Current Liabilities is greater than the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors.Estimated Net Current Liabilities; and (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that if such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not finally determined Net Current Liabilities amount is less than six (6) years following the Closing Date Estimated Net Current Liabilities, then Purchaser shall pay or any longer period as mandated cause to be paid to Parent the amount by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with which the business operations of Seller or any of its successorsfinal Net Current Liabilities is less than the Estimated Net Current Liabilities.

Post-Closing. 5.1 Upon the satisfaction (ior waiver pursuant to Clauses 3.2 and 3.3) Following by each of the Parties of the respective Conditions set out in Clause 3.1, at a date as agreed by the Parties but no later than 180 days as from the Closing Date, and subject to the Escrow Agreement, the Buyer shall, and Vendor shall cause deliver duly executed joint release instruction (“Joint Release”) to the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) Escrow Agent to effectuate the right to examine and make copies, at Seller's expense, release of the books and records Sale Price by wire transfer of immediately available Sale Price to the Acquired Companies, and (y) reasonable access account designated by Vendor. 5.2 If the Buyer has used its best efforts to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), apply for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (includingAcquisition Approval, but cannot limited to, obtain the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of Acquisition Approval within 180 days from the Closing Date, within 3 days from the expiry date of the period of 180 days from the Closing Date, the Buyer and the Vendor shall, unless otherwise agreed in writing, duly execute and deliver a Joint Release of the Sale Price to the Escrow Agent in order to release such Sale Price to the Buyer by wire transfer of immediately available Sale Price to the account designated by the Buyer. In such case, this Agreement shall terminate and cease to be valid and binding upon the Parties with immediate effect and without any further confirmation from any Party. 5.3 Upon the release of the Sale Price to the Vendor pursuant to the Joint Release under Clause 5.1 above, on the same date of such release (“Post-Closing Date”), the Parties shall deliver and hand-over to each other the following documents: (a) the Vendor shall deliver, or procure the Company shall deliver, to the Buyer the following documents in the ordinary course form and substance subject to the Buyer’s reasonable satisfaction: (i) the certificate of capital contributions representing the Sale Shares issued by the Company in the name of the performance Buyer as the owner of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors.Sale Shares; (ii) Following a certified copy of the updated Company’s members registry recording the Buyer as the new member with its capital contributions equivalent to 65% of the Company’s Charter Capital and the Vendor as a member with its capital contributions equivalent to 3% of the Company’s Charter Capital; and M▇ ▇▇▇▇ D▇▇ ▇▇▇ as the member with his capital contributions equivalent to 32% of the Company’s Charter Capital; (iii) written resignations of the Vendor’s authorized representatives from their existing positions of member(s) in the Company’s Members’ Council and the legal representative cum the General Director of the Company confirming that they desire to resign from their positions and have no further claims against the Company, all to be effective at Post-Closing Date; (iv) Minutes of Meeting and the Resolutions of Members Council of the Company duly approving (i) the resignation of Vendor’s authorized representatives from their existing position in the Company’s Members Council; (ii) the resignation of the legal representative cum the General Director of the Company and (ii) the appointment of the Buyer’s personnel to be members of Members’ Council of the Company and to the position of the legal representative cum the General Director of the Company, all to be effective at Post-Closing Date; (v) Minutes of Meeting and the Resolutions of the Members Council of the Company approving the appointment of person(s) as designated by the Buyer to be the authorized signatories of bank account(s) of the Company, all to be effective at Post-Closing Date; (vi) the Vendor’s written offer offering the Sale Shares to M▇. ▇▇▇▇ D▇▇ ▇▇▇ and Letter of Refusal of M▇. ▇▇▇▇ D▇▇ ▇▇▇ refusing such offer of the Vendor and other supporting documents (if any); (vii) Minutes of Meeting of the Member Council of the Company on the approval of the Buyer’s purchase of the Sale Shares from the Vendor; (viii) the true certified copies of corporate authorisations and/or approvals of the Vendor for the execution and performance of the obligations undertaken by the Vendor under this Agreement; (ix) the amended Charter in the form and substance subject to both Parties’ reasonable satisfaction; and (x) countersigned copy of the amended Joint Venture Agreement incorporating the Buyer as signing party in the form and substance subject to both Parties’ reasonable satisfaction. (b) the Buyer shall deliver to the Company and/or the Vendor the following documents: (i) the amended ERC which records (i) the Buyer as a new member of the Company holding Sale Shares accounting for 65% of the Company’s Charter Capital; (ii) the Vendor as a member holding capital contributions accounting for 3% of the Company’s Charter Capital; and (iii) M▇. ▇▇▇▇ D▇▇ ▇▇▇ as a member holding capital contributions accounting for 32% of the Company’s Charter Capital; (iv) and other changes as necessary with respect to the change of the Company’s legal representative cum General Director (the “Amended ERC”); (ii) the amended IRC which records (i) the Buyer as the new investor with its ownership of 65% of the total capital contributions of investors to conduct the Investment Project; (ii) the Vendor as an investor with its ownership of 3% of the total capital contributions of investors to conduct the Investment Project; and (iii) M▇. ▇▇▇▇ D▇▇ ▇▇▇ as an investor with his ownership of 32% of the total capital contributions of investors to conduct the Investment Project (the “Amended IRC”); (iii) a certified copy of the Acquisition Approval; (iv) a certified copy of the Buyer’s written offer to M▇ ▇▇▇▇ D▇▇ ▇▇▇ to acquire all of the capital contributions of M▇. ▇▇▇▇ D▇▇ ▇▇▇ in the Company’s Charter Capital on the same terms and conditions of the Buyer’s purchase of Sale Shares from the Vendor whereby M▇ ▇▇▇▇ D▇▇ ▇▇▇ shall have at least thirty (30) days to accept such offer (the “Buyer’s Offer”); (v) a certified copy of the Letter of Refusal of M▇. ▇▇▇▇ D▇▇ ▇▇▇ refusing the Buyer’s Offer; (vi) true certified copies of corporate authorisations and/or approvals of the Buyer for the execution and performance of the obligations undertaken by the Buyer under this Agreement; (vii) a countersigned copy of the amended Joint Venture Agreement incorporating the Buyer as signing party in the form and substance subject to both Parties’ reasonable satisfaction. For the avoidances of any doubts, in this context, the Buyer and the Vendor hereby agree that the Buyer shall take charge of conducting procedures with Vietnamese competent authorities in obtaining the Acquisition Approval, the Amended ERC and the Amended IRC where all incurred costs and expenses shall be equally shared by both Parties. For facilitating such procedures, the Vendor hereby undertakes, and/or shall procure the Company to undertake, that it shall promptly and closely cooperate and support the Buyer in performing the aforesaid procedures, including but not limited to the execution and delivery of any and all documents, instruments and writings and doing all things reasonably necessary for the obtainment of the Acquisition Approval, the Amended ERC and the Amended IRC. 5.4 The Vendor shall execute all documents as reasonably requested by the Company for it to withhold, declare and pay for and on behalf of the Vendor any applicable Taxes on the Sale Price (if applicable). 5.5 Within 3 months after the Post-Closing Date, Seller the Vendor shall allow Buyerdeliver, upon one (1) Business Day's prior written notice and during normal business hoursor procure the Company to deliver, through its affiliates, employees and representatives, to the right Buyer evidence reasonably satisfactory to (x) examine and make copies, at Buyer's expense, the Buyer of termination of the books General Facility Agreement dated September 18th 2018 together with Annex 01 dated September 4th 2020 and records of Seller retained by Seller Annex 02 dated 14th October 2020 between the Company and maintained by Seller after HSBC Bank (Vietnam) Ltd. The Buyer shall co-operate and provide all reasonable assistance and act as may be reasonably necessary to allow the Closing Date; but only Vendor to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause comply with its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsobligations under this Clause 5.5.

Post-Closing. 5.1 Upon the satisfaction (ior waiver pursuant to Clauses 3.2 and 3.3) Following by each of the Parties of the respective Conditions set out in Clause 3.1, at a date as agreed by the Parties but no later than 180 days as from the Closing Date, and subject to the Escrow Agreement, the Buyer shall, and Vendor shall cause deliver duly executed joint release instruction (“Joint Release”) to the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) Escrow Agent to effectuate the right to examine and make copies, at Seller's expense, release of the books Sale Price. Specifically, the Escrow Agent shall (i) by wire transfer of immediately available U.S funds, the Sale Price and records less the applicable securities and transaction tax (“STT”) to the Vendor in an account designated by the Vendor; and (ii) deliver to the Vendor proof of the Acquired Companies, and payment by the Buyer of the applicable STT (yin an amount equivalent to 0.3% of the Sale Price) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), for the preparation and review transfer of Sale Shares. 5.2 If the June Financial Statements and any other action or inquiry related Buyer has used its best efforts to apply for the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (includingIC approval, but cannot limited to, obtain the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of IC approval within 180 days from the Closing Date, the Buyer and the Vendor shall, unless otherwise agreed in the ordinary course writing, duly execute and deliver a Joint Release of the performance Sale Price to the Escrow Agent in order to release such Sale Price to the Buyer by wire transfer of their responsibilitiesimmediately available Sale Price to the account designated by the Buyer. Buyer shallIn such case, this Agreement shall terminate and shall cause cease to be valid and binding upon the Acquired Companies to, maintain Parties with immediate effect and without any further confirmation from any Party. 5.3 Upon the books and records release of the Acquired Companies for examination and copying Sale Price to the Vendor pursuant to the Joint Release under Clause 5.1 above, on the same date of such release (“Post-Closing Date”), the Parties shall carry out the following acts: (a) The Vendor shall deliver to the Buyer: (i) the stock certificate(s) representing the Sale Shares, duly endorsed in favour of the Buyer by Seller for a period the Vendor by affixing the corporate seal of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors.Vendor; (ii) Following the notification of transfer of the Sale Shares to be issued to the Company (“Notification Form”) duly signed by the Vendor; and (iii) resignation letter in a form agreed by the Buyer signed by one of the supervisors of the Company, effective on the Post-Closing Date. (b) The Buyer shall deliver to the Vendor: (i) a countersigned copy of the Notification Form. (c) Both the Vendor and the Buyer shall procure the delivery of the Notification Form to the Company notifying the completion of the transfer of the Sale Shares in order for the Company to update the shareholders’ roster and apply for amendment to corporate registration. (d) The Vendor and Buyer agree that they shall procure the Chairman of the Board of the Company, as soon as reasonably practicable after the Post-Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y)convene a Board meeting, for the review purposes of calling a special shareholders meeting for election of two new directors and one supervisor to be designated by the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsBuyer.

Post-Closing. (i) Following After the Closing Date, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one Purchaser will: (1a) Business Day's prior written notice and Provide Seller with access during normal business hours, through its affiliates, employees and representatives, (x) the right hours to examine and make copies, at Seller's expense, of the any books and or records of the Acquired Companies, and (y) reasonable access which Seller may need to Buyer's and the Acquired Companies' employees, in the case of either clause (x) file or (y), for the preparation and review of the June Financial Statements and any to defend tax returns or other action filings filed prior to or inquiry related subsequent to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, Closing Date which relate to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following prior to the Closing Date or which Seller may require for any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain all such books and records for examination and copying by Buyer for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the Clinic. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Clinic, subject to Purchaser's right to retain copies of any or all of such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the parties, have not less than six (6) years following been fully performed as of the Closing Date or any longer period as mandated and the performance of which, by applicable Lawwritten agreement of the parties, has been extended until after the Closing Date. (d) To the extent permitted by law, Seller shall be entitled, after whichthe Closing Date, during normal business hours of the Clinic and on advance notice to Purchaser to have access to and to make copies, at their sole cost and expense, of the patient records, including the medical records and medical charts of any patient admitted to the Clinic on or before the Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller may destroy shall be entitled to remove from the Clinic any such records record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in its sole discretion. Access writing prior to such records shall not unreasonably interfere with the business operations removal by an officer of Seller or any counsel retained by Seller in connection with such litigation, and only prior to making a copy thereof, at Seller's cost and expense, for retention at the Clinic. Any record or chart so removed by Seller from the Clinic shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Clinic, the consent of its successorswhich was not required as a condition to Closing but notice to which is required or recommended after Closing.

Post-Closing. (i) Following Within ninety (90) days after the Closing Date, Buyer shall, and NextTrip shall cause TA to prepare and deliver to the Acquired Companies to, allow Seller, upon one Members a statement (1the “Closing Statement”) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) containing the right to examine and make copies, at Seller's expense, balance sheet of TA as of the books and records Closing Date (without giving effect to the transactions contemplated herein), including TA’s calculation of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized Members’ Deficit as of the Closing Date, which statement shall be prepared in accordance with the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the ordinary course preparation of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successorsBalance Sheet. (ii) Following If the Member Representative objects to any part of the Closing DateStatement as delivered by NextTrip, Seller the Member Representative shall allow Buyer, upon one (1) Business Day's prior deliver to NextTrip written notice and during normal business hours, through its affiliates, employees and representativesof such objection(s) (the “Objection Notice”) not more than thirty (30) days after the date the Member Representative receives the Closing Statement from NextTrip. If the Member Representative does not deliver the Objection Notice to NextTrip within such 30-day period, the right Member Representative shall be deemed to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after have accepted the Closing Date; but only Statement and the Closing Balance Sheet delivered by NextTrip. If the Member Representative delivers the Objection Notice to NextTrip within such 30-day period, NextTrip and the extent that such books and records relate Member Representative shall use reasonable efforts to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures resolve all objections set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements the Objection Notice. If NextTrip and the conduct Member Representative do not reach a final resolution of all such objections within thirty (30) days after delivery of the Objection Notice, NextTrip and the Member Representative shall submit all unresolved objections to the Independent Accounting Firm for resolution. Any documents submitted by NextTrip or the Member Representative to the Independent Accounting Firm, either unilaterally or at the Independent Accounting Firm’s request, shall be simultaneously submitted to either the Member Representative or NextTrip, as applicable. The Independent Accounting Firm’s decision shall be rendered within forty-five (45) days after submittal. The Independent Accounting Firm shall serve as an expert, not an arbitrator, however, subject to the remainder of this Section, its determination shall be set forth in writing and shall be conclusive and binding upon NextTrip and the Member Representative, absent manifest error or an arbitrary decision. The Closing Statement and the Closing Balance Sheet shall be revised by NextTrip as appropriate to reflect the resolution of any third-party litigationsuch objections among NextTrip and the Member Representative or by the Independent Accounting Firm. (iii) The scope of the disputes, if any, to be resolved by the Independent Accounting Fim shall be limited to correcting mathematical errors and determining whether items in dispute were determined in accordance with this Agreement, and the Independent Accounting Firm is not to make any other determinations. Seller In resolving any disputed item, the Independent Accounting Firm (A) shall cause be bound by the provisions of this Section 2.2 and the definitions set forth in this Agreement, (B) may not assign a value to any item greater than the highest value claimed for such item or less than the lowest value claimed for such item by either NextTrip or the Member Representative, (C) shall restrict its affiliatesdecision to items included in the Objection Notice which are then in dispute, employees and representatives (D) may review only the written presentations of NextTrip and the Member Representative in resolving any matter which is in dispute. (iv) In the event NextTrip or the Member Representative submits any unresolved objection to reasonably cooperate with Parent the Closing Statement to the Independent Accounting Firm for resolution as provided in this Section 2.3, NextTrip and Buyer the Member Representative shall share responsibility for the fees and expenses of the Independent Accounting Firm as follows: (A) If the Independent Accounting Firm resolves all of the unresolved objections in connection with favor of the foregoing. Seller Member Representative, NextTrip shall maintain such books be responsible for all of the fees and records expenses of the Independent Accounting Firm; (B) If the Independent Accounting Firm resolves all of the unresolved objections in favor of NextTrip, the Members, jointly and severally, shall be responsible for examination all of the fees and copying by Buyer expenses of the Independent Accounting Firm; and (C) If the Independent Accounting Firm resolves some of the unresolved objections in favor of the Member Representative and the rest of the unresolved objections in favor of NextTrip, the Members, jointly and severally, shall be responsible for a period proportionate amount of not less than six the fees and expenses of the Independent Accounting Firm based on the dollar amount of the unresolved objections resolved against the Member Representative compared to the total dollar amount of all unresolved objections submitted to the Independent Accounting Firm and NextTrip shall be responsible for a proportionate amount of the fees and expenses of the Independent Accounting Firm based on the dollar amount of the unresolved objections resolved against NextTrip compared to the total dollar amount of all unresolved objections submitted to the Independent Accounting Firm. (6v) years following Upon the final determination of the Accumulated Deficit as of the Closing pursuant to this Section 2.3 (the “Closing Deficit”), the Purchase Price shall then be adjusted as follows: (A) if the Estimated Closing Date or any longer period as mandated by applicable LawPayment was too high, after whichthe Members shall be obligated to pay to NextTrip cash in an amount equal to the such difference; (B) if the Estimated Closing Date Payment was too low, Seller may destroy such records in its sole discretion. Access NextTrip shall be obligated to pay to the Member Representative an additional cash amount equal to such records difference; or (C) if the Estimated Closing Date Payment was correct, then there shall not unreasonably interfere with be no adjustment made to the business operations Purchase Price in respect of Seller or any the Closing Deficit. (vi) Any amounts payable by NextTrip under Section 2.3(b)(v) shall be paid by wire transfer of its successorsimmediately available funds within three (3) Business Days after the date on which the Closing Deficit is finally determined pursuant to Section 2.3.

Post-Closing. (i) Following From and after the Closing Dateclosing, Buyer shallO & G and San ▇▇▇▇▇▇▇ shall assume and perform their proportionate shares of the obligations arising under the Daybreak Leases, the Chevron Agreement and the overriding royalty agreement with ▇▇▇▇▇, et al. Daybreak shall assume and perform its proportionate share of the obligations arising under the O & G/San ▇▇▇▇▇▇▇ Leases, the Letter Agreement between ▇▇▇▇ ▇▇▇ and San ▇▇▇▇▇▇▇ ▇▇ and the Geological/Geophysical Consulting Services Agreement with Keystone Diversified Energy, Inc. As among the Parties, operations shall be conducted by Daybreak under the existing Operating Agreement governing the Daybreak Leases, and a mutually-acceptable operating agreement covering the O & G/San ▇▇▇▇▇▇▇ Leases. Should Chevron elect non-consent status to the drilling of a well, then Daybreak and O & G/San ▇▇▇▇▇▇▇ shall cause develop a mutually-agreeable operating agreement for all ▇▇▇▇▇ to be drilled without Chevron participation. The Operating Agreement shall be of an AAPL 610 Model Form with “in or out” drilling non-consent penalties, no fault removal of operator by a majority in interest, fixed rate overhead election and deletion of the Acquired Companies topreferential right to purchase. In the event Chevron shall elect non-consent status to the drilling of a well on a prospect within the Daybreak Leases, allow Sellerand thereby forfeit its interest in such prospect, upon one (1) Business Day's prior written notice O & G and during normal business hours, through its affiliates, employees and representatives, (x) San ▇▇▇▇▇▇▇ shall have the right to examine and make copies, at Seller's expense, of assume the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized Chevron interest as of the Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any part of their respective successors. (ii) Following the Closing Dateownerships, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right subject to (x) examine and make copies, at Buyer's expense, an option on behalf of Daybreak to assume 25% of the books and records Chevron interest. Further, should any Party within three (3) years from the date of Seller retained by Seller and maintained by Seller after the Closing Date; but only this Agreement, contract to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any acquire all or a portion of SellerChevron's employees, interest in the case of either clause (x) or (y)East Slopes Project, it shall promptly notify the other Parties and offer them the option to participate for the review a share of the June Financial Statementsacquisition, based upon ownership in the proportions of 25% by Daybreak, 37.5% by O & G, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying 37.5% by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsSan ▇▇▇▇▇▇▇.

Post-Closing. (i) Following Sellers jointly and severally covenant and agree that, after the Closing Date, Buyer shalleach will: (a) At no cost to Sellers, reasonably cooperate with Purchaser if Purchaser is required to include audited financial statements with respect to the Facilities in its filings with the Securities and shall cause the Acquired Companies toExchange Commission; (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, allow Seller, upon one (1) Business Day's prior written notice conveyance and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employeestransfer as, in the case reasonable opinion of either clause counsel for Purchaser and Sellers, reasonably may be necessary to assure, complete and evidence the transfer and conveyance of Sellers’ Assets as contemplated by this Agreement; (xc) or (y), File the annual cost reports for the preparation and review of Facilities currently within the June Financial Statements periods required by Medicare, Medicaid and any other action or inquiry related third party payor and provide any additional documentation to support the amounts claimed under such cost reports within such time periods; (d) With respect to the procedures set forth P▇▇▇▇▇▇▇ Facility, during the period commencing on the Closing Date and ending on the P▇▇▇▇▇▇▇ Closing Date: (i) Sellers will operate the P▇▇▇▇▇▇▇ Facility only in Section 1.4, regulatory the ordinary course and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, with due regard to the timely preparation pursuant proper maintenance and repair of the Real Property and Personal Property relating to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial StatementsP▇▇▇▇▇▇▇ Facility, to the extent not yet prepared end that the P▇▇▇▇▇▇▇ Facility and finalized related Personal Property will be maintained substantially in the same condition as of they were in at the Closing Date, ordinary wear and tear, insured casualty loss and taking by eminent domain excepted; (ii) Sellers will not (i) make any material change in the operation of the P▇▇▇▇▇▇▇ Facility, (ii) sell or agree to sell any items of machinery, equipment or other fixed assets of the P▇▇▇▇▇▇▇ Facility or (iii) otherwise enter into any agreements materially affecting the P▇▇▇▇▇▇▇ Facility, except in each case in the ordinary course of business; (iii) Sellers will maintain in force the performance existing insurance coverage or comparable insurance coverage with respect to the P▇▇▇▇▇▇▇ Facility owned by it; (iv) Sellers will not, except in the ordinary course of their responsibilities. Buyer shallbusiness, and shall cause (i) enter into any lease, tenancy, contract or other commitment affecting the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date P▇▇▇▇▇▇▇ Facility or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following incur any additional indebtedness or amend, extend or renew any current debt instruments, whether in the Closing Dateordinary course of business or otherwise, Seller shall allow Buyerunless neither Purchaser nor the P▇▇▇▇▇▇▇ Facility is, upon one following the P▇▇▇▇▇▇▇ Closing, obligated for, or encumbered by, any such indebtedness or debt instruments; (1v) Business Day's prior written notice Sellers will file all returns, reports and during normal business hoursfilings of any kind or nature, through its affiliateswith respect to the P▇▇▇▇▇▇▇ Facility, employees or will secure timely extensions for the filing thereof, required to be filed by Sellers, including state and representativesfederal tax returns and Medicare and Medicaid cost reports, the right to (x) examine and make copieswill timely pay all taxes or other obligations that are due and payable with respect thereto, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only except to the extent that the same are being duly contested in good faith in accordance with applicable law and such books contest does not materially affect Sellers or the P▇▇▇▇▇▇▇ Facility; (vi) Sellers will operate the P▇▇▇▇▇▇▇ Facility in compliance with all applicable municipal, county, state and records relate federal laws, regulations, ordinances and orders as now in effect (including all applicable building, zoning and life safety codes with respect thereto) where the failure to comply therewith would have a material adverse effect on the business, property, condition (financial or otherwise) or operation thereof, as presently operated; (vii) Sellers will take all reasonable action to achieve compliance with any laws, regulations, ordinances, standards and orders applicable to the Acquired CompaniesP▇▇▇▇▇▇▇ Facility that are enacted or issued after Closing Date and prior to the P▇▇▇▇▇▇▇ Closing where the failure to comply therewith would have a material adverse effect on the business, property, condition (financial or otherwise) or operation thereof, as presently operated; and (y) reasonable access to any provided, that Purchaser acknowledges that a number of Seller's employees, items requiring correction identified in the case of either clause (x) or (y), for the review October P▇▇▇▇▇▇▇ Clinical Survey have not been corrected as of the June Financial Statements, date of this Agreement; (viii) Sellers will pay as and any other action or inquiry when due the accounts payable related to the procedures set forth P▇▇▇▇▇▇▇ Facility that arise in Section 1.4the ordinary course of business, regulatory except to the extent that the amount owing is being duly contested by Sellers and statutory filingssuch contest does not materially affect Sellers or the P▇▇▇▇▇▇▇ Facility; (e) Act in good faith and use its commercially reasonable best efforts to (i) acquire all governmental licenses, earnings releasesapprovals and permits as are necessary to enable Purchaser to lawfully own and P▇▇▇▇▇▇▇ Seller to lawfully operate the P▇▇▇▇▇▇▇ Facility from and after the P▇▇▇▇▇▇▇ Closing Date and (ii) satisfy any and all conditions to the effectiveness thereof; and (f) Refrain from taking any action that is inconsistent with their obligations under this Agreement or that could hinder or delay the P▇▇▇▇▇▇▇ Closing or that would cause any representation, statistical supplementswarranty or covenant made by Sellers in this Agreement or in any certificate, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliateslist, employees and representatives exhibit, or other instrument furnished or to reasonably cooperate with Parent and Buyer be furnished pursuant hereto, or in connection with the foregoing. Seller shall maintain such books transaction contemplated hereby, to be untrue in any material respect as of the P▇▇▇▇▇▇▇ Closing Date; and (g) Sellers and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date any officer, director, employee, advisor or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access others authorized to such records shall not unreasonably interfere with the business operations of Seller or act on any of their behalf (i) will not, directly or indirectly, initiate, solicit, authorize or encourage discussions relating to any P▇▇▇▇▇▇▇ Acquisition Proposal; (ii) will not participate in negotiations in connection with or in furtherance of any P▇▇▇▇▇▇▇ Acquisition Proposal or permit any person other than Purchaser and its successorsrepresentatives to have any access to the P▇▇▇▇▇▇▇ Facility, or furnish to any person other than Purchaser and its representatives any non-public information with respect to the P▇▇▇▇▇▇▇ Facility; (iii) will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties, other than Purchaser, conducted on or before the date of this Agreement with respect to any P▇▇▇▇▇▇▇ Acquisition Proposal; and (iv) will immediately provide to Purchaser written notice of any P▇▇▇▇▇▇▇ Acquisition Proposal, including the name of the party seeking to initiate, continue or renew activities, discussions or negotiations regarding an P▇▇▇▇▇▇▇ Acquisition Proposal; and (h) Sellers shall cause the Deferred Maintenance Items and the Environmental Issues to be performed, completed or resolved on or before October 31, 2005. Sellers shall provide Purchaser with written certification of completion of such Deferred Maintenance Items and Environmental Issues on or before October 31, 2005.

Post-Closing. (i) Following After the Closing Date, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one Purchaser will: (1a) Business Day's prior written notice and Provide Seller with access during normal business hourshours to any books or records which Seller may need to file or to defend tax returns, through its affiliatescost reports or other filings filed prior to or subsequent to the Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Closing Date, employees and representatives, (x) the at which time Purchaser shall give Seller notice of Seller's right to examine remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the parties, have not been fully performed as of the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To the extent permitted by law, Seller and the staff physicians of the Hospital employed by Seller or the Partnership prior to the Closing Date (but in the case of such staff physicians only as necessary for the further care of their patients and the defense of litigation) shall be entitled, after the Closing Date, during normal business hours of the Hospital and the Clinics and on advance notice to Purchaser to have access to and to make copies, at Seller's their sole cost and expense, of the books patient records, including the medical records and records medical charts of any patient admitted to the Hospital or the treated in a Clinic on or before the Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller shall be entitled to remove from the Hospital or a Clinic any such record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in writing prior to removal by an officer of Seller or counsel retained by Seller in connection with such litigation, and only prior to making a copy thereof, at Seller's cost and expense, for retention at the Hospital or the Clinic, as applicable. Any record or chart so removed by the Hospital or any Clinic shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide any and all working capital loans required for the day to day operations of the Acquired Companies, and (y) reasonable access to Buyer's Hospital and the Acquired Companies' employeesClinics by the Corporation. (f) Provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital, in the case consent of either clause (x) which was not required as a condition to Closing but notice to which is required or (y)recommended after Closing, for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, JCAHO and CARF. (g) Not to use the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller name in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as operation of the Closing Date, in Hospital and the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying Clinics other than as specifically authorized by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successorsParagraph 9.03(g). (iih) Following Purchaser shall not renew the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, term of the books and records Hospital Lease upon the expiration of Seller retained by Seller and maintained by Seller after the Closing Date; but only to Initial Term thereof unless CMS is released from its Guaranty at the extent that time of such books and records relate to the Acquired Companies; and (y) reasonable access renewal with respect to any of Seller's employees, in obligations arising under the case of either clause (x) or (y), for the review of the June Financial Statements, Hospital Lease during any and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsall renewal terms.

Post-Closing. (a) No later than 45 days after the Effective Date, the Borrower shall deliver to the Agent fully executed Deposit Account Control Agreements with respect to the accounts listed on Schedule 5.14, each such agreement to be in form and substance satisfactory to the Agent. (i) Following The Lenders hereby authorize the Closing Date, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employeesAgent, in the case of either clause (x) its sole discretion and from time to time, to enter into one or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation more Additional Encumbrance Letters pursuant to Seller's then-current schedule which the Liens and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives other title defects referred to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statementstherein shall, to the extent not yet prepared set forth therein, constitute Permitted Liens for purposes hereof. The Lenders confirm and finalized as agree, without limiting the generality of the Closing Dateexculpatory provisions of Article 9, that in the ordinary course absence of gross negligence or willful misconduct, the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records Agent shall not unreasonably interfere with the business operations be liable to any Lender on account of Buyer, entering into any Acquired Company or Additional Encumbrance Letter and any of their respective successorsconsequences thereof. (ii) Following The Borrower shall comply with the Closing provisions of each Additional Encumbrance Letter. (c) As soon as practicable but in no event later than 90 days after the Effective Date, Seller the Borrower shall allow Buyerdeliver, upon one (1) Business Day's prior written notice and during normal business hoursor shall cause to be delivered, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent Agent: (i) with respect to each Owned Property, a signed counterpart of a Fee Mortgage (or an amendment to the applicable fee mortgage delivered to the Agent with respect thereto pursuant to the Exit Facility), in either case in proper form for recording in the relevant jurisdiction, together with evidence satisfactory to the Agent that such books Fee Mortgage (or amendment) will be recorded promptly thereafter and records relate that any related intangibles, mortgage recording (if any) or similar taxes will be paid in connection with such recording; (ii) with respect to each Initial Master Lease Property and each Other Leased Property, a signed counterpart of a Leasehold Mortgage (or an amendment to the Acquired Companies; and applicable leasehold mortgage delivered to the Agent with respect thereto pursuant to the Exit Facility), in either case together with (y) reasonable access to any of Seller's employees, except in the case of either clause the Escrowed Properties) evidence satisfactory to the Agent that such Leasehold Mortgage (xor amendment) will be recorded promptly thereafter and that any related intangibles, mortgage recording (if any) or similar taxes will be paid in connection with such recording; (yiii) with respect to each Owned Property, Initial Master Lease Property and Other Leased Property (other than any Escrowed Property), for a lender’s title insurance policy insuring the review Mortgage (or amendment) relating to such property (or a “date-down” endorsement to the title insurance policy delivered to the Agent with respect thereto pursuant to the Exit Facility), each such policy (or endorsement) to be in form and substance reasonably satisfactory to the Agent; (iv) with respect to each Owned Property, Initial Master Lease Property and Other Leased Property (other than any Escrowed Property), any legal opinion or other document (including any necessary Ventas or other third party consent obtainable upon using commercially reasonable efforts) as the Agent may reasonably request relating to the existence of the June Financial Statementsrelevant Lien Grantor, the corporate or other authority for and validity of the Collateral Documents applicable thereto, the creation and perfection of the Lien purportedly created thereby and any other action or inquiry related matters relevant thereto, all in form and substance satisfactory to the procedures set forth Agent; (v) all UCC financing statements reasonably requested by the Agent to perfect its security interests in Section 1.4, regulatory the Collateral referred to above and statutory filings, earnings releases, statistical supplements, financial evidence satisfactory to the Agent that such UCC financing statements will be filed promptly thereafter and that any related filing fees or similar charges or taxes will be paid by the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer Credit Parties in connection with such filing; and (vi) evidence in form and substance reasonably satisfactory to the foregoing. Seller Agent that each fee and leasehold mortgage delivered pursuant to the Senior Secured Notes Facility shall maintain have been discharged. (d) As soon as practicable but in no event later than 90 days after the Effective Date, the Agent shall have received, with respect to each Owned Property, an appraisal performed by a certified or licensed appraiser conforming to the applicable requirements of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and the regulations thereunder, the Borrower to be responsible for the costs of each such books and records for examination and copying by Buyer for a period of not less than six appraisal. (6i) years following The Lenders hereby authorize the Closing Date or any longer period as mandated by applicable LawAgent, after which, Seller may destroy such records in its sole discretiondiscretion and from time to time, to enter into one or more amendments to or amendments and restatements of the Escrow Agreement to provide for escrow arrangements relating to the Escrowed Properties. Access to such records The Lenders confirm and agree, without limiting the generality of the exculpatory provisions of Article 9, that in the absence of gross negligence or willful misconduct, the Agent shall not unreasonably interfere with be liable to any Lender on account of entering into any such amendment or amendment and restatement and any consequences thereof. (ii) The Borrower will use its commercially reasonable efforts to obtain the business operations landlord consents, memoranda of Seller or any of its successorsleases, subordination and non-disturbance agreements and other documents contemplated by the Escrow Agreement and provide evidence to the Agent thereof.

Post-Closing. The Borrower hereby agrees that: (ia) Following the Closing Date, Buyer shall, and it shall cause the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right use commercially reasonable efforts to examine and make copies, obtain Collateral Access Agreements at Seller's expense, of the books and records of the Acquired Companies, all locations where it holds any Collateral and (yb) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause within sixty (x60) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as days of the Closing Date, Date (or such later date agreed to in writing by the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records Administrative Agent in its sole discretion. Access ), the Borrower shall cause the Collateral Intercreditor Agreement (Lien Priorities) to be entered into on terms and conditions acceptable to the Administrative Agent (including, without limitation, the acknowledgement and agreement of the Borrower, the special purpose entities owned by the Borrower or owed by such records shall not unreasonably interfere with special purpose entities on the business operations execution date thereof, and each of Seller the secured creditors thereof, that regardless of the time or order of attachment or perfection of security interests or other interests referred to herein, the time or order of filing of financing statements, or any other priority provided by law or otherwise, the Administrative Agent shall have a first and prior security interest in all now owned or existing or hereafter created, acquired or arising assets of the Loan Parties from time to time granted to it unless the Administrative Agent has provided the relevant purchaser or such purchaser’s secured party a written release of the relevant Collateral being sold or separately financed or such other arrangement as is acceptable to the Administrative Agent in its successorssole discretion that addresses Lien priorities to its satisfaction). If the post closing condition set forth in clause (b) above is not satisfied, in addition to any Event of Default arising therefrom, the Required Lenders may, at any time with prior written notice to the Borrower, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which shall in no event be sooner then ten (10) Business Days after the date of such notice). On the date the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice of any kind.