Common use of Subsequent Closing Clause in Contracts

Subsequent Closing. On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the ▇▇▇▇▇▇▇▇▇▇▇ B Shares, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

Subsequent Closing. On The sale, contribution and transfer of the terms and subject Drag-Along Shares by the Drag-Along Sellers to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock Purchaser (the "Subsequent B Shares" andClosing") shall take place at the offices of Skadden, together with the Sentinel B SharesArps, the Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ B Shares▇▇▇▇▇-▇▇▇▇▇▇, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares ▇▇▇▇▇, at 10:00 a.m. and at the Slack B Sharesoffices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the "Series B Shares"), for an aggregate purchase price Initial Closing. In view of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase PriceClosing, Purchaser undertakes to implement the "drag-along provided in the Former Shareholders Agreement. (a) At the Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes Closing, each of the Drag-Along Sellers shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, Purchaser: (i) a joinder to this Agreement as a Drag-Along Seller; (ii) a transfer order (ordre de mouvement) for the Stockholders transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser; (iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile to the Notary, that (i) the Drag-Along Shares of such Drag-Along Seller have been transferred and (ii) the Deed of Issuance may be executed; (iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on all ancillary agreements relating thereto as of the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which ; (v) the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount New Shareholders' Agreement from each of the Subsequent NotesDrag-Along Sellers; and (vi) all other previously undelivered documents required to be delivered by each of the Drag-Along Sellers, if any, purchased by the Additional Purchasers, if any. Each Additional to Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on at or prior to the Subsequent Closing Datein connection with the Transactions. (b) At the Subsequent Closing, Purchaser shall deliver to each of the Drag-Along Sellers: (i) the Per Share Amount due to the Drag-Along Sellers in respect of the Drag-Along Shares;

Subsequent Closing. On At each Subsequent Closing (unless otherwise ------------------ indicated), if appropriate, the terms and subject Remaining Sellers participating in such Closing shall deliver the following to the conditions Buyer, duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Subsequent Closing: (i) with respect to the Remaining Sellers participating in a particular Subsequent Closing, Deeds for the Ownership Shares of this Agreement, the interests of each such Remaining Seller in the Jointly Owned Real Property being transferred at the Subsequent Closing, Closing substantially in the Company shall issue and sell to Sentinel and the Additional Purchasers, if anyform of Exhibit A(ii) hereto, and Sentinel and any owner's affidavits or similar documents ------------- required by the Additional Purchasers, Title Company; (ii) a Bill of Sale; (iii) if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Undivided Int▇▇▇▇▇▇▇▇▇▇▇ B Shares, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable t is transferred to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes Buyer on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number , in the case of Subsequent B Shares UI, the Owner Trustee Deed and Bill of Sale, substantially in the form of Exhibit K here▇▇; --------- (iv) an Assignment and Assumption Agreement, if appropriate; (v) a Subsequent Note Release of Mortgage Indenture, in such principal amount form and with such modifications as agreed may be necessary to by meet the requirements of such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional PurchasersRemaining Seller's mortgage, if any; (vi) the consents, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus waivers or approvals and all other consents, waivers and approvals necessary for the aggregate principal amount transfer at such Closing of the Ownership Shares of each such Remaining Seller or the consummation of the transactions contemplated by this Agreement and the Related Agreements; (vii) a certificate from an authorized officer of each such Remaining Seller, dated the relevant Closing Date, to the effect that the conditions with respect to such Seller in its individual capacity set forth in Sections 6.1(a), 6.1(b), 6.1(d), 6.1(e), 6.1(f), 6.1(g), 6.1(i) and 6.1(j) have been satisfied; (viii) a copy, certified by an authorized officer of each such Remaining Seller, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (ix) a certificate of an authorized officer of each such Remaining Seller which shall identify by name and title and bear the signature of the officers of such Remaining Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (x) an opinion or opinions from one or more internal or outside counsel to each such Remaining Seller (who shall be reasonably satisfactory to the Buyer), dated the relevant Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering matters relating to such Subsequent NotesClosing substantially as set forth in Schedule 2.11(b)(x); ------------------- (xi) the Title Commitments to be delivered by such Remaining Sellers pursuant to Section 3.7; (xii) such Remaining Seller's FIRPTA Affidavit; (xiii) a certificate of good standing with respect to each such Remaining Seller, if anyto the extent applicable (dated as of a recent date prior to such Closing Date), purchased issued by the Additional Purchasersappropriate Secretary of State for each such Remaining Seller; (xiv) the assets of each such Remaining Seller's Decommissioning Funds in accordance with Section 5.10; and (xv) such other agreements, if any. Each Additional Purchaser consents, documents, instruments and writings as are reasonably required to be delivered by each such Remaining Seller at or prior to such Closing Date pursuant to this Agreement or Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer or its counsel may reasonably request in connection with the sale and transfer of the Acquired Assets or the transactions contemplated hereby; provided, however, that this subsection (xv) shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on not require such Seller to prepare or obtain any surveys relating to the Subsequent Closing DateReal Property.

Subsequent Closing. On (a) The sale of the terms and subject to the conditions of this Agreement, Preferred Stock shall take place at the Subsequent Closingoffices of ▇▇▇▇▇, the Company shall issue and sell to Sentinel and the Additional Purchasers▇▇▇▇▇ & ▇▇▇▇▇, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ B Shares▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., New York time (the GE B Shares“Subsequent Closing”) on a date determined as set forth below. The Purchasers shall be obligated to remit to the Company $150 million of the Commitment Amount (as defined below) no later than on the third Business Day following the Subsequent Closing. Any Commitment Amount in excess of $150 million shall be remitted to the Company by the Purchasers no later than ten Business Days after receipt of a demand for funding from the Company, as determined by the Midwest B SharesBoard of Directors. Funding shall be made pro-rata, based on the Commitment Amount for each Purchaser. All remittances of Commitment Amounts by the Purchasers shall be made by wire transfer in immediately available funds to the account specified by the Company. The Commitments shall remain in full force and effect for three years from the date of the Subsequent Closing. (b) The Purchasers (which, subject to Section 2.2(i), shall include any Affiliate assignee thereof) may deliver to the Company commitment letters to purchase Preferred Stock, stating the amount of liquidation preference thereof (the “Commitment Amount”) in the form of Exhibit C hereto (the “Commitments”), beginning on the date of the written order of the U.S. Court of Appeals for the Fifth Circuit relating to the FCC Litigation (the “FCC Decision Date”). If any Purchaser does not deliver its Commitment to the Company by the close of business on the Commitment Determination Date (as defined below) then such Purchaser’s right to purchase Preferred Stock hereunder shall be rescinded and terminated. (c) Each Purchaser and the Company shall make any necessary filings for approvals under the ▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇ B Shares Antitrust Improvement Act (the “HSR Act”) not later than the fifth Business Day following the Initial Closing and each Purchaser shall simultaneously provide the Slack B SharesCompany with notice and a copy of such filing. The Purchasers shall immediately notify the Company upon receipt of the applicable approvals under the HSR Act. (d) If as of the close of business on the fifteenth Business Day following the FCC Decision Date (such fifteenth Business Day, the "Series B Shares"“Commitment Determination Date”) the aggregate Commitment Amount is at least $245 million, the Subsequent Closing shall occur on a date determined by the Company as soon as practicable after all necessary approvals under the HSR Act are received by the Company and each Purchaser. On the Business Day following the Commitment Determination Date, the Company shall notify each Purchaser of the aggregate Commitment Amount as of the close of business on the Commitment Determination Date. (e) If as of the close of business on the Commitment Determination Date the aggregate Commitment Amount is less than $245 million, the following shall occur: (i) Each Purchaser shall have the right to terminate its Commitment and rescind its purchase of Preferred Stock by written notice delivered to the Company no later than 5:00 p.m. New York time on the Business Day following the Commitment Determination Date, and such Purchaser’s Commitment shall terminate. (ii) The Commitments of the Purchasers (including, subject to Section 2.2(i), for an aggregate purchase price of $288,000 any Affiliate assignee thereof) who do not terminate their Commitments pursuant to paragraph (the "Subsequent B Purchase Price")e)(i) above, shall become irrevocable, and a Note or Notes having such Purchasers shall have an exclusive right of first refusal to commit to purchase additional shares of Preferred Stock during the seven Business Days following the Commitment Determination Date by delivering the corresponding additional Commitments to the Company. Such right of first refusal shall be exercisable pro-rata, based on the total Commitment Amount for each Purchaser as of the close of business on the Business Day following the Commitment Determination Date. (f) If as of the close of business on the seventh Business Day after the Commitment Determination Date the aggregate principal amount of Commitment Amount is still less than $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price245 million, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes Company shall be sold on have the right, during the eighth through the twentieth Business Day following the Commitment Determination Date, to accept Commitments from additional purchasers of Preferred Stock, subject to the same terms and conditions as the Series B Shares and Notes sold at Purchasers, in order to reach the $245 million aggregate amount. After the Subsequent Closing. "Additional Purchasers" , any additional funding of Commitments made by any additional purchaser of Preferred Stock pursuant to this subsection (f) shall be made in an amount equal to the Commitment Amount corresponding to such Personsadditional purchaser multiplied by a fraction, who the numerator of which is $150 million and the denominator of which is the aggregate Commitment Amount as of the Subsequent Closing. (g) Notwithstanding paragraph (f) above, if as of twelve o’clock noon, New York, time on the seventh Business Day after the Commitment Determination Date the aggregate Commitment Amount is at least $150 million, the Subsequent Closing shall be reasonably acceptable to occur on the seventh Business Day following the Commitment Determination Date or a later date determined by the Company, provided that all necessary approvals under the HSR Act have been received by the Company and Sentinelthe applicable Purchasers. (h) If as of the close of business on the twentieth Business Day after the Commitment Determination Date the aggregate Commitment Amount is less than $150 million, who execute and deliver to the Company a counterpart purchase of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration AgreementPreferred Stock shall be rescinded, and the Commitments shall terminate. (i) Any Purchaser may purchase Subsequent B Shares Preferred Stock hereunder in conjunction with only the following: (i) any of its Affiliates and Subsequent Notes on (ii) any of its partners, limited partners or members of such Purchaser that are transferees of Preferred Stock pursuant to distributions in accordance with the Subsequent Closing Date. Each Additional partnership agreement or operating agreement of such Purchaser shall purchase or its Affiliates; provided, in the case of (i) and (ii) above, that such number of Subsequent B Shares and a Subsequent Note in Purchaser retains the voting rights relating to such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing DatePreferred Stock.

Subsequent Closing. On the terms and subject to the conditions of this Agreement, at the At each Subsequent Closing, if appropriate, ------------------ the Company Buyer shall issue deliver to or at the direction of each of the Remaining Sellers participating at such Closing, duly executed and sell properly acknowledged, relating to Sentinel and the Additional PurchasersOwnership Shares being sold, if any, and Sentinel and assigned or transferred at such Closing: (i) the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the ▇▇▇▇▇▇▇▇▇▇▇ B Shares, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Relevant Facility Purchase Price, the "Subsequent Relevant Fuel Purchase Price", the Relevant Unit 2 Purchase Price and amounts due from the Buyer, if any for the Estimated Adjustment pursuant to Section 2.6(d). The Subsequent B Shares ; (ii) an Assignment and Subsequent Notes Assumption Agreement; (iii) a certificate from an authorized officer of the Buyer, dated such Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b), 6.2(d), 6.2(e), 6.2(f), 6.2(g), 6.2(h), 6.2(i) and 6.2(l) have been satisfied; (iv) a copy, certified by an authorized officer of the Buyer, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (v) a certificate of an authorized officer of the Buyer which shall be sold on identify by name and title and bear the same terms signature of the officers of the Buyer authorized to execute and deliver this Agreement and the Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto; (vi) an opinion or opinions from one or more counsel to the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, Buyer (who shall be reasonably acceptable satisfactory to the Company Remaining Sellers), dated such Closing Date and Sentinel, who execute and deliver reasonably satisfactory in form to the Company Remaining Sellers and their counsel, covering substantially the matters set forth in Schedule 2.12; ------------- (vii) a counterpart certificate of this Agreement, a joinder good standing with respect to the Stockholders Agreement and Buyer (dated as of a joinder recent date prior to such Closing Date) issued by the Secretary of State of Delaware; (viii) a certificate of good standing with respect to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Buyer (dated as of a recent date prior to such Closing Date. Each Additional Purchaser shall ) issued by the Secretary of State of New Hampshire; (ix) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by the Buyer at or prior to such Closing Date pursuant to this Agreement or the Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of assumption as the Remaining Sellers or their counsel may reasonably request in connection with the purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent NotesAcquired Assets or the transactions contemplated hereby; and (x) to the extent the Buyer delivered the item specified i Section 2.12(a)(xvi) at the Initial Closing Date, if any, purchased an Easement Agreement executed by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Buyer with respect to the Ownership Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Dateit acquires at such Closing.

Subsequent Closing. On the terms and subject to the conditions of this Agreement, at the At each Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Sharesappropriate, the ▇▇▇▇▇▇▇▇▇▇▇ B SharesBuyer shall deliver to or at the direction of each of the Remaining Sellers participating at such Closing, duly executed and properly acknowledged, relating to the GE B SharesOwnership Shares being sold, assigned or transferred at such Closing: (i) the Midwest B Shares, the ▇▇▇▇▇ B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Relevant Facility Purchase Price, the "Subsequent Relevant Fuel Purchase Price", the Relevant Unit 2 Purchase Price and amounts due from the Buyer, if any for the Estimated Adjustment pursuant to Section 2.6(d). The Subsequent B Shares ; (ii) an Assignment and Subsequent Notes Assumption Agreement; (iii) a certificate from an authorized officer of the Buyer, dated such Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b), 6.2(d), 6.2(e), 6.2(f), 6.2(g), 6.2(h), 6.2(i) and 6.2(l) have been satisfied; (iv) a copy, certified by an authorized officer of the Buyer, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (v) a certificate of an authorized officer of the Buyer which shall be sold on identify by name and title and bear the same terms signature of the officers of the Buyer authorized to execute and deliver this Agreement and the Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto; (vi) an opinion or opinions from one or more counsel to the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, Buyer (who shall be reasonably acceptable satisfactory to the Company Remaining Sellers), dated such Closing Date and Sentinel, who execute and deliver reasonably satisfactory in form to the Company Remaining Sellers and their counsel, covering substantially the matters set forth in Schedule 2.12; (vii) a counterpart certificate of this Agreement, a joinder good standing with respect to the Stockholders Agreement and Buyer (dated as of a joinder recent date prior to such Closing Date) issued by the Secretary of State of Delaware; (viii) a certificate of good standing with respect to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Buyer (dated as of a recent date prior to such Closing Date. Each Additional Purchaser shall ) issued by the Secretary of State of New Hampshire; (ix) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by the Buyer at or prior to such Closing Date pursuant to this Agreement or the Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of assumption as the Remaining Sellers or their counsel may reasonably request in connection with the purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent NotesAcquired Assets or the transactions contemplated hereby; and (x) to the extent the Buyer delivered the item specified in Section 2.12(a)(xvi) at the Initial Closing Date, if any, purchased an Easement Agreement executed by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Buyer with respect to the Ownership Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Dateit acquires at such Closing.

Subsequent Closing. On The completion of the terms purchase and subject sale of the Subsequent Shares and Subsequent Warrants (the "Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP ▇▇ ▇▇▇o A▇▇▇, California, at 10:00 a.m., on the third business day following the date on which all of the conditions set forth in Sections 4 and 5 pertaining to the Subsequent Closing (other than those conditions that by their nature can only be fulfilled at the Subsequent Closing) shall have been fulfilled or waived by each of this Agreementthe parties hereto, or at any such other time or place as the Company and Investors may mutually agree (such date, the "Subsequent Closing Date"). In the Subsequent Closing, the Company shall issue and may sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the ▇▇▇▇▇▇▇▇▇▇▇ B Shares, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. Warrants to investors ("Additional Purchasers" shall be such Persons, who shall be Subsequent Investors") reasonably acceptable to the Company and Sentinelthe Investors who purchased at least a majority of the Shares and Warrants at the Initial Closing. Each Subsequent Investor shall, who execute prior to the filing of preliminary proxy statement pursuant to Section 6.1 below, become a party to this Agreement and the Registration Rights Agreement in the form attached as Exhibit B (the "Registration Rights Agreement") and shall be treated as an Investor for purposes of this Agreement and as a Holder for purposes of the Registration Rights Agreement. At the Subsequent Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor and Subsequent Investor a certificate representing the Company a counterpart number of this Agreement, a joinder to the Stockholders Agreement Shares and a joinder Warrant to be purchased at such Subsequent Closing by such Investor or Subsequent Investor, against payment of the Registration Agreement, purchase price therefore by wire transfer to an account designated by the Company. The Initial Closing and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount each may be referred to herein as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "PurchaserClosing," hereunder. and together as the "Closings." The respective amounts of Subsequent B Shares Initial Closing Date and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date may be referred to herein as a "Closing Date," and together as the "Closing Dates."

Subsequent Closing. On (a) In the event that (i) all Required Approvals (as hereinafter defined) of any Governmental Entity having jurisdiction over ▇▇▇▇▇▇ Express Financial Services Corporation, a Utah corporation ("WEX"), have not been obtained and (ii) all other conditions to Closing set forth in Articles VII and VIII hereof in respect of the Merger and all of the other Transferred Assets have been fulfilled or waived in accordance with the terms and subject to the conditions of this Agreement, at then the parties hereto agree that the Merger shall be consummated and the Closing shall proceed in respect of all of the Transferred Assets other than the outstanding shares of capital stock of WEX (the "Deferred Assets"), and that a subsequent closing ("Subsequent Closing") in respect of the Deferred Assets take place following the Closing. The Subsequent Closing shall take place at 10:00 a.m., the Company shall issue and sell to Sentinel and the Additional PurchasersNew York City time, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock on a date (the "Subsequent B Shares" andClosing Date") to be agreed upon by the parties hereto, together with which shall be no later than the Sentinel B Sharesthird business day following the date on which all Required Approvals of Governmental Entities having jurisdiction over WEX shall have been obtained, any conditions to the ▇▇▇▇Required Approvals shall have been satisfied and any statutory waiting periods in respect thereof shall have expired, at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ B Shares& ▇▇▇▇ LLP, the GE B Shares, the Midwest B Shares, the ▇▇▇ ▇▇▇▇▇ B Shares ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other date or place as the parties may agree in writing. (b) Notwithstanding any other provision of this Agreement, if there is to be a Subsequent Closing, then the following shall apply: (i) Following the Closing, Holdings (or an Affiliate thereof) shall retain all right, title and interest in and to the Slack B SharesDeferred Assets and each of Parent, Holdings, Acquiror and Acquiror Sub shall continue to use their best efforts to obtain the "Series B Shares"), for an aggregate purchase price Required Approvals as soon as practicable; (ii) $15,500,000 of $288,000 the Escrowed Funds (the "Retained Escrow Amount") shall remain in escrow with the Escrow Agent following the Closing and, except as provided in subsection (d) below, shall be released and delivered to Holdings, together with any interest earned thereon, at the Subsequent B Purchase PriceClosing; (iii) After all Required Approvals are obtained, the Subsequent Closing shall occur in accordance with Subsection (a) above and, at the Subsequent Closing, (A) the Escrow Agent shall release and deliver to Acquiror Sub the Deferred Assets, upon which all of Holdings right, title and interest in and to the Deferred Assets shall be transferred to Acquiror Sub or, at the election of Holdings, to Acquiror or such other Affiliate of Acquiror (other than Acquiror Sub) as may be specified by Acquiror, and (B) the Escrow Agent shall release and deliver to Holdings the Retained Escrow Amount, together with all interest earned thereon through the Subsequent Closing Date; (iv) It is the intention of the parties that, upon the occurrence of a Subsequent Closing, the acquisition of WEX by Acquiror Sub or Acquiror, as the case may be, shall be effective as of the Closing Date for purposes of this Agreement, and the business of WEX shall be run for the benefit of Acquiror Sub or Acquiror, as the case may be, during the period from the Closing Date through and including the Subsequent Closing Date; and (v) During the period from the Closing Date through the Subsequent Closing, WEX will continue to provide to the Business the credit card and other services currently provided to the Business on the terms set forth in the Transition Services Agreement or such other management agreement as may be mutually agreed upon by the parties hereto and Acquiror shall, and shall cause the Transferred Companies to, provide to WEX such services as are currently provided by ▇▇▇▇▇▇ Express Corporation, a Delaware corporation and the parent company of WEX ("▇▇▇▇▇▇ Express"), and a Note or Notes having an aggregate principal amount of $336,000 . (c) During the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with period from the Closing Date to the Subsequent B Purchase PriceClosing Date, except as consented to by Acquiror in writing, Parent and Holdings shall cause WEX: (i) to conduct its business and operations in the "Subsequent Purchase Price"). The Subsequent B Shares ordinary course in substantially the same manner as presently conducted and Subsequent Notes shall be sold to use reasonable best efforts to preserve its relationships with customers, suppliers and others having business with WEX; (ii) provide ▇▇▇▇▇▇ Express and ▇▇▇▇▇▇ Express Canada, Inc. with substantially the same services and on the same terms as the Series B Shares and Notes sold at it provided to such entities prior to the Closing. ; (iii) to provide Acquiror Sub with information (financial or otherwise) regarding WEX or its services to the Transferred Companies as may be reasonably requested by Acquiror Sub; (iv) to take such or omit to take such actions as may be reasonably requested by Acquiror Sub; and (v) not to take any action that, if taken during the period from the date of this Agreement through the Effective Time without the consent of Acquiror, would constitute a breach of Section 5.1 hereof, assuming for this purpose that the threshold for capital expenditures in Section 5.1 (viii) hereof is $100,000 individually and in the aggregate and "Additional Purchasersmaterial" in Section 5.1 shall be measured with regard to WEX as a stand-alone entity. (d) If the Governmental Entities having jurisdiction over WEX (i) notify Holdings and/or Acquiror that a final, nonappealable decision has been made by such PersonsGovernmental Entities that the Required Approvals will not be granted or (ii) have failed to provide the Requisite Approval on or prior to October 31, who shall be reasonably acceptable to the Company and Sentinel1999, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on then (i) the Subsequent Closing Date. Each Additional Purchaser with respect to the Deferred Assets shall purchase such number of Subsequent B Shares not occur, (ii) Holdings shall retain all right, title and a Subsequent Note interest in such principal amount as agreed and to by such Additional Purchaser the Deferred Assets and Sentinel. Sentinel shall purchase all Subsequent B Shares which (iii) the Additional PurchasersRetained Escrow Amount, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if anytogether with any interest earned thereon, shall be set forth on a Schedule released and delivered by the Escrow Agent to Acquiror Sub. All obligations of Subsequent Purchase Parent and Holdings with respect to delivering the Deferred Assets to Acquiror and Acquiror Sub pursuant to this Agreement shall thereafter cease and be null and void, and Holdings shall be attached hereto on free to exercise all rights of ownership over the Subsequent Closing DateDeferred Assets, including the right to freely dispose thereof.

Subsequent Closing. On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock The closing (the "Subsequent B Shares" Closing") of the issuance, sale and purchase of the Subsequent Convertible Notes and, together if the Initial Closing has not been consummated, Warrants under this Agreement, shall, subject to the satisfaction or waiver of all conditions to the obligations of the parties hereto to consummate the Subsequent Closing (other than conditions with respect to actions the Sentinel B Sharesparties hereto will take at the Subsequent Closing itself), take place at the offices of VitalStream located at One Jenner, Suite 100, Irvine, Calif▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ B Shares, the GE B Shares, the Midwest B Shares, the ▇▇ ▇:▇▇ ▇.▇. ▇▇▇▇▇ B Shares and ▇▇▇▇ on the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 date (the "Subsequent B Purchase Price")Closing Date" and, and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase PriceInitial Closing Date, the "Subsequent Closing Dates") of closing of the transactions contemplated by the Asset Purchase Price")Agreement. The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on At the Subsequent Closing Date. Each Additional (a) if the Initial Closing has been consummated, VitalStream shall deliver to each Purchaser shall purchase an instrument evidencing the Subsequent Convertible Note to be purchased by such number of Subsequent B Shares and a Subsequent Note Purchaser, payable to such Purchaser or its nominee or registered in such principal amount as agreed Purchaser's or its nominee's name, upon payment of the purchase price thereof by a cashier's or certified check, or by wire transfer of immediately available funds, to VitalStream and (b) if the Initial Closing has not been consummated, VitalStream shall deliver to each Purchaser (1) an instrument evidencing the Subsequent Convertible Note to be purchased by such Additional Purchaser, payable to such Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasersor its nominee or registered in such Purchaser's or its nominee's name, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount upon payment of the Subsequent Notespurchase price thereof by a cashier's or certified check, if anyor by wire transfer of immediately available funds, to VitalStream and (2) an instrument evidencing the Warrant to be purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional such Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Dateregistered in such Purchaser's or its nominee's name.

Subsequent Closing. On At each Subsequent Closing (unless otherwise indicated), if appropriate, the terms and subject Remaining Sellers participating in such Closing shall deliver the following to the conditions Buyer, duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Subsequent Closing: (i) with respect to the Remaining Sellers participating in a particular Subsequent Closing, Deeds for the Ownership Shares of this Agreement, the interests of each such Remaining Seller in the Jointly Owned Real Property being transferred at the Subsequent Closing, Closing substantially in the Company shall issue and sell to Sentinel and the Additional Purchasers, if anyform of EXHIBIT A(II) hereto, and Sentinel and any owner's affidavits or similar documents required by the Additional Purchasers, if any, shall purchase from the Title Company, in the aggregate, 2,880 shares of Series B Preferred Stock ; (the "Subsequent B Shares" and, together with the Sentinel B Shares, the ▇▇▇▇▇▇▇ii) a ▇▇▇▇ B Shares, of Sale; (iii) if the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable Undivided Interest is transferred to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes Buyer on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number , in the case of Subsequent B Shares UI, the Owner Trustee Deed and ▇▇▇▇ of Sale, substantially in the form of EXHIBIT K hereto; (iv) an Assignment and Assumption Agreement, if appropriate; (v) a Subsequent Note Release of Mortgage Indenture, in such principal amount form and with such modifications as agreed may be necessary to by meet the requirements of such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional PurchasersRemaining Seller's mortgage, if any; (vi) the consents, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus waivers or approvals and all other consents, waivers and approvals necessary for the aggregate principal amount transfer at such Closing of the Ownership Shares of each such Remaining Seller or the consummation of the transactions contemplated by this Agreement and the Related Agreements; (vii) a certificate from an authorized officer of each such Remaining Seller, dated the relevant Closing Date, to the effect that the conditions with respect to such Seller in its individual capacity set forth in Sections 6.1(a), 6.1(b), 6.1(d), 6.1(e), 6.1(f), 6.1(g), 6.1(i) and 6.1(j) have been satisfied; (viii) a copy, certified by an authorized officer of each such Remaining Seller, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (ix) a certificate of an authorized officer of each such Remaining Seller which shall identify by name and title and bear the signature of the officers of such Remaining Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (x) an opinion or opinions from one or more internal or outside counsel to each such Remaining Seller (who shall be reasonably satisfactory to the Buyer), dated the relevant Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering matters relating to such Subsequent NotesClosing substantially as set forth in SCHEDULE 2.11(B)(X); (xi) the Title Commitments to be delivered by such Remaining Sellers pursuant to Section 3.7; (xii) such Remaining Seller's FIRPTA Affidavit; (xiii) a certificate of good standing with respect to each such Remaining Seller, if anyto the extent applicable (dated as of a recent date prior to such Closing Date), purchased issued by the Additional Purchasersappropriate Secretary of State for each such Remaining Seller; (xiv) the assets of each such Remaining Seller's Decommissioning Funds in accordance with Section 5.10; and (xv) such other agreements, if any. Each Additional Purchaser consents, documents, instruments and writings as are reasonably required to be delivered by each such Remaining Seller at or prior to such Closing Date pursuant to this Agreement or Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer or its counsel may reasonably request in connection with the sale and transfer of the Acquired Assets or the transactions contemplated hereby; provided, however, that this subsection (xv) shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on not require such Seller to prepare or obtain any surveys relating to the Subsequent Closing DateReal Property.

Subsequent Closing. On Upon the terms and subject to the conditions execution of this Agreement, at the Subsequent Closingeach Partner, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if anyas applicable, shall purchase from make Capital Contributions to the CompanyPartnership, in the aggregateamount set forth opposite such Partner's name on Schedule A-1 hereto under the column captioned "Capital Contributions at Subsequent Closing" and shall commit to make Capital Contributions to the Partnership in the total amount set forth opposite such Partner's name on Schedule A-1 hereto under the column captioned "Remaining Capital Commitment" in accordance with the written capital demands ("Capital Call") made by the General Partner as provided below in this Section 3.1.B for the purpose of the Partnership making capital contributions to ACCH with respect to its organization and operations. The General Partner may, 2,880 shares of Series B Preferred Stock from time to time prior to June 30, 1997, deliver written notice (the "Subsequent B Shares" andCapital Call Notice") to each Partner, together with who at such time has a Remaining Capital Commitment, to make Capital Contributions of immediately available funds to the Sentinel B Shares, Partnership in an amount equal to such Partner's proportionate share of any such Capital Call by the ▇▇▇▇▇▇▇▇▇▇▇ B Shares, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 date (the "Subsequent B Purchase PriceCapital Call Date")) and time specified in, and as otherwise provided by, such Capital Call Notice. The Capital Call Notice shall (i) be delivered by the General Partner to each Partner who on the date of such notice has a Note or Notes having an aggregate principal Remaining Capital Commitment; (ii) call for contribution to the Partnership of the amount of $336,000 immediately available funds determined in accordance with clause (iii) below as may be determined in the "Subsequent Note(s)")reasonable discretion of the General Partner to be needed to fund organizational and operating expenses of ACCH; (iii) state each Partner's proportion- ate share of the Capital Call, which, for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if anyPartner, shall be set forth the amount that bears the same ratio to the aggregate of the amounts payable by all Partners by the applicable Capital Call Date with respect to the same Capital Call as such Partner's Remaining Capital Commitment on a Schedule such date bears to the aggregate of Subsequent Purchase the Remaining Capital Commitment of all Partners on such date; (iv) state, in reasonable detail, the nature and amount or anticipated nature of the expenses or costs of ACCH for which the Capital Call is made; (v) specify the Capital Call Date which shall be attached hereto on no less than ten (10) days before and no more than sixty (60) days after the Subsequent Closing Datedate of such Capital Call Notice and (vi) shall not be delivered after June 30, 1997. No Partner shall be required to make Capital Contributions pursuant to this Section 3.1.B pursuant to any Capital Call in excess of such Partner's Remaining Capital Commitment. Upon the receipt of Capital Contributions made pursuant to a Capital Call, the General Partner shall promptly (a) amend Schedule A and Schedule A-1 to reflect the receipt by the Partnership of such Capital Contributions and the concomitant adjustment to the contributing Partner's Remaining Capital Commitment and (b) provide a copy of such revised schedules, and the effective date of each, to each of the Partners; provided, however, the failure of the General Partner to amend Schedules A and A-1 or provide a revised copy thereof to the Partners shall not prevent the effectiveness of, or otherwise affect the underlying adjustments that would be reflected in, such amendments nor affect the obligations of the Partners with respect to Capital Calls.

Subsequent Closing. On The obligation of each Lender listed in column (A) on the terms Schedule of Lenders attached hereto to purchase the Notes and the Shares at the Subsequent Closing is subject to the conditions satisfaction, at or before the Subsequent Closing Date, of each of the following conditions: (a) Each Borrower, as applicable, shall have executed and delivered to such Lender (i) the Notes (in such denominations as such Lender shall have requested prior to the Subsequent Closing) being purchased by such Lender at the Subsequent Closing pursuant to this Agreement, (ii) each of the other Transaction Documents to which it is a party (other than the Transaction Documents contemplated to be executed and delivered to the Agent pursuant to the other subsections of this Section 5.2), and (iii) certificates representing the Shares (in such denominations as such Lender shall have requested prior to the Subsequent Closing) being purchased by such Lender at the Subsequent Closing pursuant to this Agreement. (b) The Borrowers shall have delivered, or caused to be delivered, to the Agent evidence satisfactory to the Agent that the Borrowers shall pay to the Agent on the Subsequent Closing Date all fees and other amounts (including Accelerated Subsequent Closing Interest) due and owing thereon under the Fee Letter, this Agreement and the other Transaction Documents. (c) If the Subsequent Closing Date occurs more than six (6) months following the First Closing Date, the Agent shall have received the opinions of the Borrowers’ Outside Legal Counsel, dated the Subsequent Closing Date, in form and substance satisfactory to such Agent. (d) If the Subsequent Closing Date occurs more than six (6) months following the First Closing Date, each Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certificate evidencing the formation or incorporation and good standing of such Borrower in such entity’s jurisdiction of formation or incorporation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date reasonably proximate to the Subsequent Closing Date. (e) If the Subsequent Closing Date occurs more than six (6) months following the First Closing Date, each Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certificate evidencing such Borrower’s qualification as a foreign corporation or other entity and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which such Borrower conducts business, as of a date reasonably proximate to the Subsequent Closing Date. (f) Each Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certificate as to the fact that no action has been taken with respect to any merger, consolidation, liquidation or dissolution of such Borrower, or with respect to the sale of substantially all of its assets, nor is any such action pending or contemplated. (g) If the Subsequent Closing Date occurs more than six (6) months following the First Closing Date, each Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certified copy of such Borrower’s certificate or articles of incorporation (or other applicable governing document), as certified by the Secretary of State (or comparable office) of such entity’s jurisdiction of formation or incorporation, as of a date reasonably proximate to the Subsequent Closing Date. (h) Each Borrower shall have executed and delivered, or caused to be delivered, to Agent a certificate, executed by the Secretary of such Borrower and dated the Subsequent Closing Date, as to (i) the resolutions consistent with Section 7.2 as adopted by such Borrower’s board of directors (or other governing body) in a form reasonably acceptable to the Agent, (ii) such Borrower’s articles or certificate of incorporation (or other applicable governing document), each as in effect at the Subsequent Closing, (iii) such Borrower’s bylaws (or other applicable governing document), each as in effect at the Company Subsequent Closing, and (iv) no action having been taken by such Borrower or its stockholders, directors or officers in contemplation of any amendments to items (i), (ii), or (iii) listed in this Section 5.2(h), as certified, in the form attached hereto as Exhibit H. (i) The Common Stock (i) shall issue be designated for quotation or listed on the Principal Market and sell to Sentinel (ii) shall not have been suspended, as of the Subsequent Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Subsequent Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (j) Each of the Borrowers shall have obtained all governmental, regulatory and the Additional Purchasersthird party consents and approvals, if any, necessary for the sale of the Securities at the Subsequent Closing. (k) If the Subsequent Closing Date occurs more than six (6) months following the First Closing Date, each of the Borrowers shall have obtained and Sentinel delivered to the Agent searches of UCC filings in the jurisdictions of formation or incorporation of each of the Borrowers, the jurisdiction of the chief executive offices of each of the Borrowers and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Additional PurchasersAgent’s and Holders’ security interest in the Collateral, if any, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens. (l) Each of the Borrowers shall purchase from have authorized the Companyfiling of UCC financing statements for each appropriate jurisdiction as is necessary, in the aggregateAgent’s sole discretion, 2,880 shares to perfect the Agent’s and Holders’ security interest in the Collateral. (m) The Agent shall have received a certificate from the chief financial officer of Series B Preferred Stock (the "Subsequent B Shares" andPrincipal Borrower in form and substance satisfactory to the Agent, together with supporting the Sentinel B Sharesconclusions that, after giving effect to the transactions contemplated by the Transaction Documents, the ▇▇▇▇▇▇▇▇▇▇▇ B SharesPrincipal Borrower and each of its Subsidiaries are not Insolvent. (n) The representations and warranties of each Borrower shall be true and correct as of the date when made and as of the Subsequent Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares which shall be true and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price correct as of $288,000 (the "Subsequent B Purchase Price"such specific date), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)")each Borrower shall have performed, for an aggregate purchase price of $336,000 (together satisfied and complied in all respects with the Subsequent B Purchase Pricecovenants, agreements and conditions required by the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall Transaction Documents to be sold on the same terms as the Series B Shares and Notes sold performed, satisfied or complied with by each Borrower at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable or prior to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser The Agent shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasershave received certificates, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased executed by the Additional Purchaserschief executive officer of each Borrower, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on dated the Subsequent Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Agent, in the form attached hereto as Exhibit I. (o) No Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing or would result from the issuance of the Notes at the Subsequent Closing; and there shall have been no event or occurrence or series of events or occurrences that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. The Agent shall have received certificates, executed by the chief executive officer of each Borrower, dated the Subsequent Closing Date, to the foregoing effect. (p) The Borrowers shall be in pro forma compliance with Section 8.1(a) and Section 8.1(b), after giving effect to the issuance of the Notes. The Agent shall have received a certificate, executed by the chief executive officer of each Borrower, dated the Subsequent Closing Date, to the foregoing effect. (q) Since the First Closing, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect, as determined in the Agent’s sole discretion, or any disruption or adverse change in the financial, banking and/or capital markets that, in the sole judgment of the Agent, could impair the syndication and/or the market value for the Notes. (r) Each of the Borrowers shall have executed and/or delivered to the Agent such other documents relating to the transactions contemplated by this Agreement as the Agent or its counsel may reasonably request.

Subsequent Closing. On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock The closing (the "Subsequent B Shares" Closing") of the issuance, sale and purchase of the Subsequent Convertible Notes and, together if the Initial Closing has not been consummated, Warrants under this Agreement, shall, subject to the satisfaction or waiver of all conditions to the obligations of the parties hereto to consummate the Subsequent Closing (other than conditions with respect to actions the Sentinel B Sharesparties hereto will take at the Subsequent Closing itself), take place at the offices of VitalStream located at On▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ B Shares, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares and ▇ommencing at 9:00 a.m. local time on the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 date (the "Subsequent B Purchase Price")Closing Date" and, and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase PriceInitial Closing Date, the "Subsequent Closing Dates") of closing of the transactions contemplated by the Asset Purchase Price")Agreement. The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on At the Subsequent Closing Date. Each Additional (a) if the Initial Closing has been consummated, VitalStream shall deliver to each Purchaser shall purchase an instrument evidencing the Subsequent Convertible Note to be purchased by such number of Subsequent B Shares and a Subsequent Note Purchaser, payable to such Purchaser or its nominee or registered in such principal amount as agreed Purchaser's or its nominee's name, upon payment of the purchase price thereof by a cashier's or certified check, or by wire transfer of immediately available funds, to VitalStream and (b) if the Initial Closing has not been consummated, VitalStream shall deliver to each Purchaser (1) an instrument evidencing the Subsequent Convertible Note to be purchased by such Additional Purchaser, payable to such Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasersor its nominee or registered in such Purchaser's or its nominee's name, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount upon payment of the Subsequent Notespurchase price thereof by a cashier's or certified check, if anyor by wire transfer of immediately available funds, to VitalStream and (2) an instrument evidencing the Warrant to be purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional such Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Dateregistered in such Purchaser's or its nominee's name.

Subsequent Closing. On The closing of the terms sale and subject purchase of Subsequent Purchased Notes under this Agreement (the “Subsequent Closing”) shall take place at a date and time specified by the Company (by written notice (the “Subsequent Closing Notice”) to the conditions Undersigned at least six business days in advance), no later than 60 days after the initial settlement of this Agreementthe Qualified Public Offering. At the Subsequent Closing, (i) the Undersigned will cause each Holder, severally, and not jointly, to deliver or cause to be delivered to the Company all right, title and interest in and to its Subsequent Purchased Notes, as specified on Exhibit A hereto, free and clear of any Liens, together with any documents of conveyance or transfer that the Company may reasonably deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Subsequent Purchased Notes, free and clear of any Liens and (ii) the Company shall deliver to such Holder a cash amount equal to the Subsequent Purchased Notes Purchase Price by wire transfer of immediately available funds to an account designated by such Holder. The cancellation of the Subsequent Purchased Notes shall be effected via DTC’s DWAC service pursuant to instructions provided by the Company. Notwithstanding anything herein to the contrary, each Holder may, by notice to the Company sent no later than three business days after receipt of the Subsequent Closing Notice, elect not to participate in the Subsequent Closing, in which case such Holder will not be required to deliver, and the Company will not be required to purchase, such Holder’s Subsequent Purchased Notes at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the ▇▇▇▇▇▇▇▇▇▇▇ B Shares, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

Subsequent Closing. On The subsequent closing of the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock transactions contemplated hereby (the "Subsequent B Shares" andClosing") shall take place beginning at 10:00 a.m., together with Chicago time, on the Sentinel B SharesSubsequent Closing Date (which date shall be June __, 1996 unless another date is specified in the Notice of Delivery) at the offices of Neal, ▇▇rber & Eise▇▇▇▇▇, ▇▇o ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ B Shares, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares ▇▇ at such other place or time as the parties hereto shall agree. Upon receipt by the Indenture Trustee on the Subsequent Closing Date of the full amount of the Owner Participant's Commitment in respect of the Units delivered on the Subsequent Closing Date and the Slack B Shares, Loan Participant's Commitment in respect of the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes Units delivered on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number , the Indenture Trustee on behalf of Subsequent B Shares the Owner Trustee shall, subject to the conditions set forth in Sections 4.1 and a Subsequent Note 4.3 having been fulfilled to the satisfaction of the Owner Participant or waived by the Owner Participant, pay to the Lessee from the funds then held by it, in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasersimmediately available funds, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal an amount equal to $336,000 minus the aggregate principal amount of Equipment Cost for the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto Units delivered on the Subsequent Closing Date., and simultaneously therewith, (i) the Lessee shall deliver such Units to the Owner Trustee, (ii) the Owner Trustee shall, pursuant to the Lease, lease and deliver the Equipment delivered on the Subsequent Closing Date to the Lessee, and the Lessee, pursuant to the Lease, shall accept delivery of such Units under the Lease, such lease, delivery and acceptance of the Units under the Lease shall be conclusively evidenced by the execution and delivery by the Lessee and Owner Trustee of a Lease Supplement covering

Subsequent Closing. On At each Subsequent Closing (unless otherwise indicated), if appropriate, the terms and subject Remaining Sellers participating in such Closing shall deliver the following to the conditions Buyer, duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Subsequent Closing: (i) with respect to the Remaining Sellers participating in a particular Subsequent Closing, Deeds for the Ownership Shares of this Agreement, the interests of each such Remaining Seller in the Jointly Owned Real Property being transferred at the Subsequent Closing, Closing substantially in the Company shall issue and sell to Sentinel and the Additional Purchasers, if anyform of Exhibit A(ii) hereto, and Sentinel and any owner's affidavits or similar documents required by the Additional Purchasers, Title Company; (ii) a Bill of Sale; (iii) if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Undivided I▇▇▇▇▇▇▇▇▇▇▇ B Shares, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable est is transferred to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes Buyer on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number , in the case of Subsequent B Shares UI, the Owner Trustee Deed and Bill of Sale, substantially in the form of Exhibit K here▇▇; (iv) an Assignment and Assumption Agreement, if appropriate; (v) a Subsequent Note Release of Mortgage Indenture, in such principal amount form and with such modifications as agreed may be necessary to by meet the requirements of such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional PurchasersRemaining Seller's mortgage, if any; (vi) the consents, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus waivers or approvals and all other consents, waivers and approvals necessary for the aggregate principal amount transfer at such Closing of the Ownership Shares of each such Remaining Seller or the consummation of the transactions contemplated by this Agreement and the Related Agreements; (vii) a certificate from an authorized officer of each such Remaining Seller, dated the relevant Closing Date, to the effect that the conditions with respect to such Seller in its individual capacity set forth in Sections 6.1(a), 6.1(b), 6.1(d), 6.1(e), 6.1(f), 6.1(g), 6.1(i) and 6.1(j) have been satisfied; (viii) a copy, certified by an authorized officer of each such Remaining Seller, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (ix) a certificate of an authorized officer of each such Remaining Seller which shall identify by name and title and bear the signature of the officers of such Remaining Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (x) an opinion or opinions from one or more internal or outside counsel to each such Remaining Seller (who shall be reasonably satisfactory to the Buyer), dated the relevant Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering matters relating to such Subsequent NotesClosing substantially as set forth in Schedule 2.11(b)(x); (xi) the Title Commitments to be delivered by such Remaining Sellers pursuant to Section 3.7; (xii) such Remaining Seller's FIRPTA Affidavit; (xiii) a certificate of good standing with respect to each such Remaining Seller, if anyto the extent applicable (dated as of a recent date prior to such Closing Date), purchased issued by the Additional Purchasersappropriate Secretary of State for each such Remaining Seller; (xiv) the assets of each such Remaining Seller's Decommissioning Funds in accordance with Section 5.10; and (xv) such other agreements, if any. Each Additional Purchaser consents, documents, instruments and writings as are reasonably required to be delivered by each such Remaining Seller at or prior to such Closing Date pursuant to this Agreement or Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer or its counsel may reasonably request in connection with the sale and transfer of the Acquired Assets or the transactions contemplated hereby; provided, however, that this subsection (xv) shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on not require such Seller to prepare or obtain any surveys relating to the Subsequent Closing DateReal Property.

Subsequent Closing. On As soon as practicable, but no later than ten (10) Business Days after the terms and subject to end of the conditions Post-Closing Cure Period (the “Subsequent Closing Date”), the Parties shall convene a second closing of this Agreement, at the transaction contemplated hereby (the “Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the ▇▇▇▇▇▇▇▇▇▇▇ B Shares, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"”). The Subsequent B Shares and Subsequent Notes Closing shall be sold on the same terms conducted in a substantially similar manner as the Series B Shares Initial Closing under Article 11 above, except that the Assets conveyed to Buyer at that time shall consist only of (i) Additional Leases (including any Optional Additional Leases which Buyer elects to acquire pursuant to this Section 12.4); and Notes sold at (ii) Leases identified pursuant to Section 11.2.B which were subject to Outstanding Title Defects as of the Initial Closing, and which were cured to Buyer’s reasonable satisfaction pursuant to Section 5.8. "Additional Purchasers" The Purchase Price shall be such Personsan amount equal to (i) the aggregate Allocated Value of the Additional Leases, who plus (ii) the Allocated Value of all Leases identified pursuant to Section 11.2.B which were subject to Outstanding Title Defects as of the Initial Closing, and which were cured to Buyer’s reasonable satisfaction pursuant to Section 5.8, subject, in each case, to the adjustments set forth in Section 3.2. A. Additional Leases which are obtained by Seller shall be reasonably acceptable promptly disclosed to Buyer when acquired by Seller along with all Records pertaining to same for application of the Company due diligence provisions of Article 5. Such disclosure shall include Seller’s represented Net Acres and Sentinelall documentation evidencing the acquisition of such Additional Lease. All of Sections 5.1 through 5.9 inclusive shall be applied to conforming Additional Leases, who execute and deliver except for the following modifications: i. the Defect Notice Date for such Additional Leases shall be three (3) Business Days after the end of the Post-Closing Cure Period; ii. the Cure Period for Additional Leases shall end two (2) Business Days prior to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.;

Subsequent Closing. On (a) Subject to the terms and subject to conditions set forth in this Agreement, during the conditions thirty (30) Business Day period following the date of this Agreement, Seller shall have the right, but not the obligation, upon written notice to Purchaser, to grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall have the obligation to purchase and accept from Seller, all of Seller's right, title and interest, as of the Subsequent Closing Date, in and to the following (collectively, the "Subsequent Closing Assets"): (i) the Subsequent Closing Loans, plus Accrued Interest through the Subsequent Closing Date with respect to such Subsequent Closing Loans, as well as the collateral for the Subsequent Closing Loans and any related escrows, the Loan Documents with respect to such Subsequent Closing Loans and the servicing rights related thereto pursuant to Section 2.6; (ii) any refunds, credits or other receivables, in each case, of, against or relating to Taxes of, or relating to, the Subsequent Closing Assets, or the Subsequent Closing Assumed Liabilities (other than Excluded Taxes); (iii) all causes of actions and claims held by Seller to the extent related to any of the Subsequent Closing Assets; and (iv) the Records in respect of the Subsequent Closing Assets. (b) Subject to the terms and conditions set forth in this Agreement, in the event Seller elects to effect the Subsequent Closing contemplated by Section 2.3(a), at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, Purchaser shall assume, pay, perform and Sentinel and the Additional Purchasersdischarge all duties, if anyresponsibilities, shall purchase from the Companyobligations or liabilities of Seller to be discharged, in the aggregateperformed, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the ▇▇▇▇▇▇▇▇▇▇▇ B Shares, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note satisfied or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with paid after the Subsequent B Purchase PriceClosing Date with respect to the following (collectively, the "Subsequent Purchase PriceClosing Assumed Liabilities"). The ): (i) Subsequent B Shares Closing Loans and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart servicing of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed Loans pursuant to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional PurchasersSection 2.6: and (ii) liabilities for Taxes of, if anyor relating to, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing DateAssets or the Subsequent Closing Assumed Liabilities (other than Excluded Taxes).

Subsequent Closing. On At each Subsequent Closing (unless otherwise indicated), if appropriate, the terms and subject Remaining Sellers participating in such Closing shall deliver the following to the conditions Buyer, duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Subsequent Closing: (i) with respect to the Remaining Sellers participating in a particular Subsequent Closing, Deeds for the Ownership Shares of this Agreement, the interests of each such Remaining Seller in the Jointly Owned Real Property being transferred at the Subsequent Closing, Closing substantially in the Company shall issue and sell to Sentinel and the Additional Purchasers, if anyform of Exhibit A(ii) hereto, and Sentinel and any owner's affidavits or similar documents required by the Additional Purchasers, if any, shall purchase from the Title Company, in the aggregate, 2,880 shares of Series B Preferred Stock ; (the "Subsequent B Shares" and, together with the Sentinel B Shares, the ▇▇▇▇▇▇▇▇▇ii) a Bill ▇▇ B Shares, Sale; (iii) if the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable Undivided Interest is transferred to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes Buyer on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number , in the case of Subsequent B Shares UI, the Owner Trustee Deed and Bill ▇▇ Sale, substantially in the form of Exhibit K hereto; (iv) an Assignment and Assumption Agreement, if appropriate; (v) a Subsequent Note Release of Mortgage Indenture, in such principal amount form and with such modifications as agreed may be necessary to by meet the requirements of such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional PurchasersRemaining Seller's mortgage, if any; (vi) the consents, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus waivers or approvals and all other consents, waivers and approvals necessary for the aggregate principal amount transfer at such Closing of the Ownership Shares of each such Remaining Seller or the consummation of the transactions contemplated by this Agreement and the Related Agreements; (vii) a certificate from an authorized officer of each such Remaining Seller, dated the relevant Closing Date, to the effect that the conditions with respect to such Seller in its individual capacity set forth in Sections 6.1(a), 6.1(b), 6.1(d), 6.1(e), 6.1(f), 6.1(g), 6.1(i) and 6.1(j) have been satisfied; (viii) a copy, certified by an authorized officer of each such Remaining Seller, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (ix) a certificate of an authorized officer of each such Remaining Seller which shall identify by name and title and bear the signature of the officers of such Remaining Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (x) an opinion or opinions from one or more internal or outside counsel to each such Remaining Seller (who shall be reasonably satisfactory to the Buyer), dated the relevant Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering matters relating to such Subsequent NotesClosing substantially as set forth in Schedule 2.11(b)(x); (xi) the Title Commitments to be delivered by such Remaining Sellers pursuant to Section 3.7; (xii) such Remaining Seller's FIRPTA Affidavit; (xiii) a certificate of good standing with respect to each such Remaining Seller, if anyto the extent applicable (dated as of a recent date prior to such Closing Date), purchased issued by the Additional Purchasersappropriate Secretary of State for each such Remaining Seller; (xiv) the assets of each such Remaining Seller's Decommissioning Funds in accordance with Section 5.10; and (xv) such other agreements, if any. Each Additional Purchaser consents, documents, instruments and writings as are reasonably required to be delivered by each such Remaining Seller at or prior to such Closing Date pursuant to this Agreement or Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer or its counsel may reasonably request in connection with the sale and transfer of the Acquired Assets or the transactions contemplated hereby; provided, however, that this subsection (xv) shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on not require such Seller to prepare or obtain any surveys relating to the Subsequent Closing DateReal Property.

Subsequent Closing. On (a) Subject to the terms and subject to conditions set forth in this Agreement, during the conditions thirty (30) Business Day period following the date of this Agreement, Seller shall have the right, but not the obligation, upon written notice to Purchaser, to grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall have the obligation to purchase and accept from Seller, all of Seller’s right, title and interest, as of the Subsequent Closing Date, in and to the following (collectively, the “Subsequent Closing Assets”): (i) the Subsequent Closing Loans, plus Accrued Interest through the Subsequent Closing Date with respect to such Subsequent Closing Loans, as well as the collateral for the Subsequent Closing Loans and any related escrows, the Loan Documents with respect to such Subsequent Closing Loans and the servicing rights related thereto pursuant to Section 2.6; (ii) any refunds, credits or other receivables, in each case, of, against or relating to Taxes of, or relating to, the Subsequent Closing Assets, or the Subsequent Closing Assumed Liabilities (other than Excluded Taxes); (b) Subject to the terms and conditions set forth in this Agreement, in the event Seller elects to effect the Subsequent Closing contemplated by Section 2.3(a), at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, Purchaser shall assume, pay, perform and Sentinel and the Additional Purchasersdischarge all duties, if anyresponsibilities, shall purchase from the Companyobligations or liabilities of Seller to be discharged, in the aggregateperformed, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the ▇▇▇▇▇▇▇▇▇▇▇ B Shares, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note satisfied or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on paid after the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Date with respect to the following (collectively, the “Subsequent B Shares Closing Assumed Liabilities”): (i) Subsequent Closing Loans and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount servicing of the Subsequent NotesClosing Loans pursuant to Section 2.6: and (ii) liabilities for Taxes of, if anyor relating to, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing DateAssets or the Subsequent Closing Assumed Liabilities (other than Excluded Taxes).

Subsequent Closing. On After such Initial Closing hereunder, if the terms Closing conditions set forth in Article 7 and Article 8 are subsequently satisfied or waived (except for conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions of this Agreement, at the Subsequent Closing), as applicable, with respect to the Company shall issue purchase and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares sale of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the ▇▇▇▇▇▇▇ Assets hereunder, then within three (3) Business Days after the date on which all such conditions have been satisfied or waived in such manner, the Parties shall proceed to a second Closing and Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller the ▇▇▇▇▇▇▇ B SharesAssets, pursuant to the GE B Shares, terms of this Purchase Agreement and the Midwest B Shares, amount of the Closing Date Payment payable at such Closing for the ▇▇▇▇▇▇▇ B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes Assets shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal an amount equal to $336,000 (v) the Allocation Amount set forth beside the Cushing Assets (other than the Cushing to Drumright Inventory) on Schedule 2.2(f)(i), (w) plus Seller’s estimate of the aggregate amount of all Capital Expenditures attributable to the Cushing Assets (other than the Cushing to Drumright Inventory) between the date hereof and the Closing Date delivered under Section 2.2(c), (x) minus the aggregate principal amount of the Subsequent NotesDeposit (as prorated by multiplying such amount by a fraction, if anythe numerator of which the Allocation Amount applicable to the Cushing Assets (other than the Cushing to Drumright Inventory) and the denominator of which is the sum total of the Allocation Amounts applicable to the South Houston Assets and the Cushing Assets (other than the Cushing to Drumright Inventory)), purchased by (y) plus Buyer’s share of any Real and Personal Property Taxes attributable to the Additional PurchasersCushing Assets (other than the Cushing to Drumright Inventory) payable in accordance with Section 11.2, if any. Each Additional Purchaser shall (z) plus the Cushing to Drumright Inventory Price (except the Closing Date with respect to the Cushing Assets will be deemed a "Purchaser" hereunder. The respective amounts the date of Subsequent B Shares the sale and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule assignment of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date▇▇▇▇▇▇▇ Assets from Seller to Buyer).

Subsequent Closing. On the terms and subject to the conditions of this Agreement, at the At each Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Sharesappropriate, the ▇▇▇▇▇▇▇▇▇▇▇ B SharesBuyer shall deliver to or at the direction of each of the Remaining Sellers participating at such Closing, duly executed and properly acknowledged, relating to the GE B SharesOwnership Shares being sold, assigned or transferred at such Closing: (i) the Midwest B Shares, the ▇▇▇▇▇ B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Relevant Facility Purchase Price, the "Subsequent Relevant Fuel Purchase Price", the Relevant Unit 2 Purchase Price and amounts due from the Buyer, if any for the Estimated Adjustment pursuant to Section 2.6(d). The Subsequent B Shares ; (ii) an Assignment and Subsequent Notes Assumption Agreement; (iii) a certificate from an authorized officer of the Buyer, dated such Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b), 6.2(d), 6.2(e), 6.2(f), 6.2(g), 6.2(h), 6.2(i) and 6.2(l) have been satisfied; (iv) a copy, certified by an authorized officer of the Buyer, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (v) a certificate of an authorized officer of the Buyer which shall be sold on identify by name and title and bear the same terms signature of the officers of the Buyer authorized to execute and deliver this Agreement and the Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto; (vi) an opinion or opinions from one or more counsel to the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, Buyer (who shall be reasonably acceptable satisfactory to the Company Remaining Sellers), dated such Closing Date and Sentinel, who execute and deliver reasonably satisfactory in form to the Company Remaining Sellers and their counsel, covering substantially the matters set forth in SCHEDULE 2.12; (vii) a counterpart certificate of this Agreement, a joinder good standing with respect to the Stockholders Agreement and Buyer (dated as of a joinder recent date prior to such Closing Date) issued by the Secretary of State of Delaware; (viii) a certificate of good standing with respect to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Buyer (dated as of a recent date prior to such Closing Date. Each Additional Purchaser shall ) issued by the Secretary of State of New Hampshire; (ix) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by the Buyer at or prior to such Closing Date pursuant to this Agreement or the Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of assumption as the Remaining Sellers or their counsel may reasonably request in connection with the purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent NotesAcquired Assets or the transactions contemplated hereby; and (x) to the extent the Buyer delivered the item specified in Section 2.12(a)(xvi) at the Initial Closing Date, if any, purchased an Easement Agreement executed by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Buyer with respect to the Ownership Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Dateit acquires at such Closing.

Subsequent Closing. On (a) In the event that (i) all Required Approvals (as hereinafter defined) of any Governmental Entity having jurisdiction over ▇▇▇▇▇▇ Express Financial Services Corporation, a Utah corporation ("WEX"), have not been obtained and (ii) all other conditions to Closing set forth in Articles VII and VIII hereof in respect of the Merger and all of the other Transferred Assets have been fulfilled or waived in accordance with the terms and subject to the conditions of this Agreement, at then the parties hereto agree that the Merger shall be consummated and the Closing shall proceed in respect of all of the Transferred Assets other than the outstanding shares of capital stock of WEX (the "Deferred Assets"), and that a subsequent closing ("Subsequent Closing") in respect of the Deferred Assets take place following the Closing. The Subsequent Closing shall take place at 10:00 a.m., the Company shall issue and sell to Sentinel and the Additional PurchasersNew York City time, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock on a date (the "Subsequent B Shares" andClosing Date") to be agreed upon by the parties hereto, together with which shall be no later than the Sentinel B Sharesthird business day following the date on which all Required Approvals of Governmental Entities having jurisdiction over WEX shall have been obtained, any conditions to the ▇▇▇▇Required Approvals shall have been satisfied and any statutory waiting periods in respect thereof shall have expired, at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ B Shares& ▇▇▇▇ LLP, the GE B Shares, the Midwest B Shares, the ▇▇▇ ▇▇▇▇▇ B Shares ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other date or place as the parties may agree in writing. (b) Notwithstanding any other provision of this Agreement, if there is to be a Subsequent Closing, then the following shall apply: (i) Following the Closing, Holdings (or an Affiliate thereof) shall retain all right, title and interest in and to the Slack B SharesDeferred Assets and each of Parent, Holdings, Acquiror and Acquiror Sub shall continue to use their best efforts to obtain the "Series B Shares"), for an aggregate purchase price Required Approvals as soon as practicable; (ii) $15,500,000 of $288,000 the Escrowed Funds (the "Retained Escrow Amount") shall remain in escrow with the Escrow Agent following the Closing and, except as provided in subsection (d) below, shall be released and delivered to Holdings, together with any interest earned thereon, at the Subsequent B Purchase PriceClosing; (iii) After all Required Approvals are obtained, the Subsequent Closing shall occur in accordance with Subsection (a) above and, at the Subsequent Closing, (A) the Escrow Agent shall release and deliver to Acquiror Sub the Deferred Assets, upon which all of Holdings right, title and interest in and to the Deferred Assets shall be transferred to Acquiror Sub or, at the election of Holdings, to Acquiror or such other Affiliate of Acquiror (other than Acquiror Sub) as may be specified by Acquiror, and (B) the Escrow Agent shall release and deliver to Holdings the Retained Escrow Amount, together with all interest earned thereon through the Subsequent Closing Date; (iv) It is the intention of the parties that, upon the occurrence of a Subsequent Closing, the acquisition of WEX by Acquiror Sub or Acquiror, as the case may be, shall be effective as of the Closing Date for purposes of this Agreement, and the business of WEX shall be run for the benefit of Acquiror Sub or Acquiror, as the case may be, during the period from the Closing Date through and including the Subsequent Closing Date; and (v) During the period from the Closing Date through the Subsequent Closing, WEX will continue to provide to the Business the credit card and other services currently provided to the Business on the terms set forth in the Transition Services Agreement or such other management agreement as may be mutually agreed upon by the parties hereto and Acquiror shall, and shall cause the Transferred Companies to, provide to WEX such services as are currently provided by ▇▇▇▇▇▇ Express Corporation, a Delaware corporation and the parent company of WEX ("▇▇▇▇▇▇ Express"), and a Note or Notes having an aggregate principal amount of $336,000 . (c) During the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with period from the Closing Date to the Subsequent B Purchase PriceClosing Date, except as consented to by Acquiror in writing, Parent and Holdings shall cause WEX: (i) to conduct its business and operations in the "Subsequent Purchase Price"). The Subsequent B Shares ordinary course in substantially the same manner as presently conducted and Subsequent Notes shall be sold to use reasonable best efforts to preserve its relationships with customers, suppliers and others having business with WEX; (ii) provide ▇▇▇▇▇▇ Express and ▇▇▇▇▇▇ Express Canada, Inc. with substantially the same services and on the same terms as the Series B Shares and Notes sold at it provided to such entities prior to the Closing. ; (iii) to provide Acquiror Sub with information (financial or otherwise) regarding WEX or its services to the Transferred Companies as may be reasonably requested by Acquiror Sub; (iv) to take such or omit to take such actions as may be reasonably requested by Acquiror Sub; and (v) not to take any action that, if taken during the period from the date of this Agreement through the Effective Time without the consent of Acquiror, would constitute a breach of Section 5.1 hereof, assuming for this purpose that the threshold for capital expenditures in Section 5.1(viii) hereof is $100,000 individually and in the aggregate and "Additional Purchasersmaterial" in Section 5.1 shall be measured with regard to WEX as a stand-alone entity. (d) If the Governmental Entities having jurisdiction over WEX (i) notify Holdings and/or Acquiror that a final, nonappealable decision has been made by such PersonsGovernmental Entities that the Required Approvals will not be granted or (ii) have failed to provide the Requisite Approval on or prior to October 31, who shall be reasonably acceptable to the Company and Sentinel1999, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on then (i) the Subsequent Closing Date. Each Additional Purchaser with respect to the Deferred Assets shall purchase such number of Subsequent B Shares not occur, (ii) Holdings shall retain all right, title and a Subsequent Note interest in such principal amount as agreed and to by such Additional Purchaser the Deferred Assets and Sentinel. Sentinel shall purchase all Subsequent B Shares which (iii) the Additional PurchasersRetained Escrow Amount, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if anytogether with any interest earned thereon, shall be set forth on a Schedule released and delivered by the Escrow Agent to Acquiror Sub. All obligations of Subsequent Purchase Parent and Holdings with respect to delivering the Deferred Assets to Acquiror and Acquiror Sub pursuant to this Agreement shall thereafter cease and be null and void, and Holdings shall be attached hereto on free to exercise all rights of ownership over the Subsequent Closing DateDeferred Assets, including the right to freely dispose thereof.

Subsequent Closing. On The closing (the terms "SUBSEQUENT CLOSING") of the issuance, sale and purchase of the Subsequent Convertible Notes and, if the Initial Closing has not been consummated, Warrants under this Agreement, shall, subject to the satisfaction or waiver of all conditions to the obligations of this Agreement, the parties hereto to consummate the Subsequent Closing (other than conditions with respect to actions the parties hereto will take at the Subsequent ClosingClosing itself), take place at the Company shall issue and sell to Sentinel and the Additional Purchasersoffices of VitalStream located at ▇▇▇ ▇▇▇▇▇▇, if any▇▇▇▇▇ ▇▇▇, and Sentinel and the Additional Purchasers▇▇▇▇▇▇, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the ▇▇▇▇▇▇▇▇▇▇▇ B Shares, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares and commencing at 9:00 a.m. local time on the Slack B Sharesdate (the "SUBSEQUENT CLOSING DATE" and, together with the Initial Closing Date, the "Series B SharesCLOSING DATES"), for an aggregate purchase price ) of $288,000 (closing of the "Subsequent B transactions contemplated by the Asset Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price")Agreement. The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on At the Subsequent Closing Date. Each Additional (a) if the Initial Closing has been consummated, VitalStream shall deliver to each Purchaser shall purchase an instrument evidencing the Subsequent Convertible Note to be purchased by such number of Subsequent B Shares and a Subsequent Note Purchaser, payable to such Purchaser or its nominee or registered in such principal amount as agreed Purchaser's or its nominee's name, upon payment of the purchase price thereof by a cashier's or certified check, or by wire transfer of immediately available funds, to VitalStream and (b) if the Initial Closing has not been consummated, VitalStream shall deliver to each Purchaser (1) an instrument evidencing the Subsequent Convertible Note to be purchased by such Additional Purchaser, payable to such Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasersor its nominee or registered in such Purchaser's or its nominee's name, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount upon payment of the Subsequent Notespurchase price thereof by a cashier's or certified check, if anyor by wire transfer of immediately available funds, to VitalStream and (2) an instrument evidencing the Warrant to be purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional such Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Dateregistered in such Purchaser's or its nominee's name.

Subsequent Closing. On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the ▇▇▇▇▇▇▇▇▇▇▇ Fitzpatrick B Shares, the GE B Shares, the Midwest B Shares, the U▇▇▇▇ ▇ ▇▇▇▇▇ B Shares es and the Slack B Shares, the "Series B Shares"), for an aggregate ▇▇ ▇ggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

Subsequent Closing. On The subsequent closing of the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock transactions contemplated hereby (the "Subsequent B Shares" andClosing") shall take place beginning at 10:00 a.m., together with Chicago time, on the Sentinel B SharesSubsequent Closing Date (which date shall be June 8, 1998 unless another date is specified in the Notice of Delivery) at the offices of Neal, ▇▇rb▇▇ & ▇ise▇▇▇▇▇, ▇▇o ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ B Shares, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ B Shares ▇▇ at such other place or time as the parties hereto shall agree. Upon receipt by the Indenture Trustee on the Subsequent Closing Date of the full amount of the Owner Participant's Commitment in respect of the Units delivered on the Subsequent Closing Date and the Slack B Shares, Loan Participant's Commitment in respect of the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes Units delivered on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number , the Indenture Trustee on behalf of Subsequent B Shares the Owner Trustee shall, subject to the conditions set forth in Sections 4.1 and a Subsequent Note 4.3 having been fulfilled to the satisfaction of the Owner Participant or waived by the Owner Participant, pay to the Lessee from the funds then held by it, in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasersimmediately available funds, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal an amount equal to $336,000 minus the aggregate principal amount of Equipment Cost for the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto Units delivered on the Subsequent Closing Date., and simultaneously therewith, (i) the Lessee shall, pursuant to the Bill ▇▇ Sale, deliver such Units to the Owner Trustee, (ii) the Owner Trustee shall, pursuant to the Lease, lease and deliver the Equipment delivered on the Subsequent Closing Date to the Lessee, and the Lessee, pursuant to the Lease, shall accept delivery of such Units under the Lease, such lease, delivery and acceptance of the Units under the Lease shall be conclusively evidenced by the execution and delivery by the Lessee and Owner Trustee of

Subsequent Closing. On (a) In the event that (i) all Required Approvals (as herein after defined) of any Governmental Entity having jurisdiction over ▇▇▇▇▇▇ Express Financial Services Corporation, a Utah corporation ("WEX"), have not been obtained and (ii) all other conditions to Closing set forth in Articles VII and VIII hereof in respect of the Merger and all of the other Transferred Assets have been fulfilled or waived in accordance with the terms and subject to the conditions of this Agreement, at then the parties hereto agree that the Merger shall be consummated and the Closing shall proceed in respect of all of the Transferred Assets other than the outstanding shares of capital stock of WEX (the "Deferred Assets"), and that a subsequent closing ("Subsequent Closing") in respect of the Deferred Assets take place following the Closing. The Subsequent Closing shall take place at 10:00 a.m., the Company shall issue and sell to Sentinel and the Additional PurchasersNew York City time, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock on a date (the "Subsequent B Shares" andClosing Date") to be agreed upon by the parties hereto, together with which shall be no later than the Sentinel B Sharesthird business day following the date on which all Required Approvals of Governmental Entities having jurisdiction over WEX shall have been obtained, any conditions to the ▇▇▇▇Required Approvals shall have been satisfied and any statutory waiting periods in respect thereof shall have expired, at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ B Shares& ▇▇▇▇ LLP, the GE B Shares, the Midwest B Shares, the ▇▇▇ ▇▇▇▇▇ B Shares ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other date or place as the parties may agree in writing. (b) Notwithstanding any other provision of this Agreement, if there is to be a Subsequent Closing, then the following shall apply: (i) Following the Closing, Holdings (or an Affiliate thereof) shall retain all right, title and interest in and to the Slack B SharesDeferred Assets and each of Parent, Holdings, Acquiror and Acquiror Sub shall continue to use their best efforts to obtain the "Series B Shares"), for an aggregate purchase price Required Approvals as soon as practicable; (ii) $15,500,000 of $288,000 the Escrowed Funds (the "Retained Escrow Amount") shall remain in escrow with the Escrow Agent following the Closing and, except as provided in subsection (d) below, shall be released and delivered to Holdings, together with any interest earned thereon, at the Subsequent B Purchase PriceClosing; (iii) After all Required Approvals are obtained, the Subsequent Closing shall occur in accordance with Subsection (a) above and, at the Subsequent Closing, (A) the Escrow Agent shall release and deliver to Acquiror Sub the Deferred Assets, upon which all of Holdings right, title and interest in and to the Deferred Assets shall be transferred to Acquiror Sub or, at the election of Holdings, to Acquiror or such other Affiliate of Acquiror (other than Acquiror Sub) as may be specified by Acquiror, and (B) the Escrow Agent shall release and deliver to Holdings the Retained Escrow Amount, together with all interest earned thereon through the Subsequent Closing Date; (iv) It is the intention of the parties that, upon the occurrence of a Subsequent Closing, the acquisition of WEX by Acquiror Sub or Acquiror, as the case may be, shall be effective as of the Closing Date for purposes of this Agreement, and the business of WEX shall be run for the benefit of Acquiror Sub or Acquiror, as the case may be, during the period from the Closing Date through and including the Subsequent Closing Date; and (v) During the period from the Closing Date through the Subsequent Closing, WEX will continue to provide to the Business the credit card and other services currently provided to the Business on the terms set forth in the Transition Services Agreement or such other management agreement as may be mutually agreed upon by the parties hereto and Acquiror shall, and shall cause the Transferred Companies to, provide to WEX such services as are currently provided by ▇▇▇▇▇▇ Express Corporation, a Delaware corporation and the parent company of WEX ("▇▇▇▇▇▇ Express"), and a Note or Notes having an aggregate principal amount of $336,000 . (c) During the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with period from the Closing Date to the Subsequent B Purchase PriceClosing Date, except as consented to by Acquiror in writing, Parent and Holdings shall cause WEX: (i) to conduct its business and operations in the "Subsequent Purchase Price"). The Subsequent B Shares ordinary course in substantially the same manner as presently conducted and Subsequent Notes shall be sold to use reasonable best efforts to preserve its relationships with customers, suppliers and others having business with WEX; (ii) provide ▇▇▇▇▇▇ Express and ▇▇▇▇▇▇ Express Canada, Inc. with substantially the same services and on the same terms as the Series B Shares and Notes sold at it provided to such entities prior to the Closing. ; (iii) to provide Acquiror Sub with information (financial or otherwise) regarding WEX or its services to the Transferred Companies as may be reasonably requested by Acquiror Sub; (iv) to take such or omit to take such actions as may be reasonably requested by Acquiror Sub; and (v) not to take any action that, if taken during the period from the date of this Agreement through the Effective Time without the consent of Acquiror, would constitute a breach of Section 5.1 hereof, assuming for this purpose that the threshold for capital expenditures in Section 5.1(viii) hereof is $100,000 individually and in the aggregate and "Additional Purchasersmaterial" in Section 5.1 shall be measured with regard to WEX as a stand-alone entity. (d) If the Governmental Entities having jurisdiction over WEX (i) notify Holdings and/or Acquiror that a final, nonappealable decision has been made by such PersonsGovernmental Entities that the Required Approvals will not be granted or (ii) have failed to provide the Requisite Approval on or prior to October 31, who shall be reasonably acceptable to the Company and Sentinel1999, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on then (i) the Subsequent Closing Date. Each Additional Purchaser with respect to the Deferred Assets shall purchase such number of Subsequent B Shares not occur, (ii) Holdings shall retain all right, title and a Subsequent Note interest in such principal amount as agreed and to by such Additional Purchaser the Deferred Assets and Sentinel. Sentinel shall purchase all Subsequent B Shares which (iii) the Additional PurchasersRetained Escrow Amount, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if anytogether with any interest earned thereon, shall be set forth on a Schedule released and delivered by the Escrow Agent to Acquiror Sub. All obligations of Subsequent Purchase Parent and Holdings with respect to delivering the Deferred Assets to Acquiror and Acquiror Sub pursuant to this Agreement shall thereafter cease and be null and void, and Holdings shall be attached hereto on free to exercise all rights of ownership over the Subsequent Closing DateDeferred Assets, including the right to freely dispose thereof.