Common use of Agreements and Documents Clause in Contracts

Agreements and Documents. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; (b) an Escrow Agreement in the form of Exhibit C, executed by the Seller and the Escrow Agent; (c) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactions.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units Indemnification Agreements, duly executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchasereach Major Stockholder; (b) an Escrow Agreement Noncompetition Agreements, duly executed by the Persons mutually agreed to by Parent and the Company; (c) Release Agreements, substantially in the form of Exhibit CC (the “Releases”), duly executed by the Seller Persons mutually agreed to by Parent and the Escrow AgentCompany; (cd) agreements, in form and substance reasonably satisfactory to Parent, terminating or amending the agreements mutually agreed to by Parent and the Company in accordance with Section 4.6 (provided that with respect to any of such agreements to be amended that pertain to certain promises to grant Company Options, the Company may instead grant such promised Company Options in the event that the intended recipient thereof declines to agree to amend such agreement); (e) a certificate, dated as of the Closing Date, signed certificate duly executed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer chief executive officer of the Company representing and warranting after reasonable investigation containing the representation and warranty of the Company that the conditions set forth in Section 6.1 Sections 6.1, 6.2 and Section 6.2 6.4 have been duly satisfied (the “Company Compliance Closing Certificate”); (df) a certificate (the Closing “Merger Consideration Certificate; (e) a payoff letter”), in form and substance reasonably satisfactory to PurchaserParent, duly executed on behalf of the Company by the chief executive officer of the Company, containing the following information and the representation and warranty of the Company that all of such information is accurate and complete (and in the case of dollar amounts, properly calculated) as of the Closing: (i) (A) the aggregate amount, as of immediately prior to the Closing, of all unpaid Company Transaction Expenses; (B) the Cash Amount; (C) the Adjusted Transaction Value; (D) the Fully Diluted Company Share Number; (E) the Per Share Escrow Amount; (F) the Per Share Expense Amount and (G) the Per Share Amount; (ii) with respect to each Person who is a stockholder of the Company immediately prior to the Effective Time: (A) the name and address of record (including email address, if available) of each such stockholder; (B) the number of shares of Outstanding Capital Stock of each class and series held by each such stockholder; (C) the consideration that each such stockholder is entitled to receive pursuant to Section 1.5 (on a certificate-by-certificate basis); (D) the Pro Rata Share and the cash amount to be withheld as part of the Escrow Amount with respect to the shares of Outstanding Capital Stock held by each such stockholder pursuant to Section 1.5(c); (E) the Pro Rata Share and the cash amount to be withheld as part of the Expense Amount with respect to the shares of Outstanding Capital Stock held by each such stockholder pursuant to Section 1.5(d); (F) the Pro Rata Share and the total amount of Taxes to be withheld in accordance with Section 1.8(h) from Heartland the consideration that each such stockholder is entitled to Purchaserreceive pursuant to Section 1.5; and (G) the net cash amount to be paid to each such stockholder by the Payment Agent upon surrender of such stockholder’s Company Stock Certificates in accordance with Section 1.8 (after deduction of any amounts to be withheld as part of the Escrow Amount and the Expense Amount by such stockholder and any Taxes to be withheld in accordance with Section 1.8(h)); (iii) with respect to each Outstanding Vested Option (after giving effect to any exercises of Options prior to the Effective Time): (A) the name and address of record (including email address, if available) of the holder thereof; (B) the exercise price per share and the number, class and series of shares of Capital Stock subject to such Outstanding Vested Option; (C) the consideration that the holder of such Outstanding Vested Option is entitled to receive pursuant to Section 1.6(a) (on a grant by grant basis); (D) the Pro Rata Share and the amount to be withheld as part of the Escrow Amount and the Expense Amount with respect to the shares of Capital Stock subject to such Outstanding Vested Option pursuant to Section 1.6(a); (E) the total amount of Taxes to be withheld in accordance with Section 1.8(h) from the consideration that the holder of such Outstanding Vested Option is entitled to receive pursuant to Section 1.6(a); and (F) the net cash amount to be paid to the holder of such Outstanding Vested Option (after deduction of amounts to be withheld as part of the Escrow Amount and the Expense Amount by such holder and any Taxes to be withheld in accordance with Section 1.8(h)) pursuant to Section 1.6(a); For clarity, it is understood and agreed that the foregoing references to “Pro Rata Share” may be presented on an aggregated basis by holder (i.e., the Seller and the Acquired Companies setting Merger Consideration Certificate will set forth the amount necessary to repay in full all Pro Rata Share for each Effective Time Holder rather than further subdivide such Pro Rata Share amongst the particular grants of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”securities held by such holder), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, the written resignations described in substantially the form attached hereto as Exhibit E-1 Section 4.10 of each officer and Exhibit E-2, dated as director of the Closing Date and executed by the Seller and Agri-Energy L.P., respectivelyeach Acquired Company; (h) the bills Certificate of sale and other documents referenced in Section 1.6(b)Merger, duly executed by the Company; (i) evidence that written acknowledgments pursuant to which the Second Member Control Agreement Acquired Companies’ outside legal counsel and any financial advisor, accountant or any other Person who performed services for or on behalf of any Acquired Company, or who is otherwise entitled to any fees, compensation or reimbursement from any Acquired Company, in connection with this Agreement, any of the Company dated August 19transactions contemplated by this Agreement or otherwise, 2003 shall acknowledges: (i) the total amount of fees, costs and expenses of any nature that is payable or has been paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (ii) that upon receipt of such total amount it will have been terminated paid in full and will not be owed any other amount by any Acquired Company with no liability respect to this Agreement, the Companytransactions contemplated by this Agreement or otherwise; (j) evidence that all Contracts between the Company FIRPTA Statement and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to FIRPTA Notification executed by the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F;Pay Off Letters; and (l) Written Action certificates of good standing (or equivalents thereof) from the Secretary of State of the Board State of Governors Delaware and from each other jurisdiction set forth in Section 2.1(a) of the Company authorizing this Agreement, Disclosure Schedule as to the Related Agreements and the Contemplated Transactions; good standing (mor equivalent thereof) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements Acquired Companies in such jurisdiction and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% payment of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactionsall applicable Taxes.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit B, executed by each Person who could reasonably be deemed to be an assignment "affiliate" of the Company Units executed by (as that term is used in Rule 145 under the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserSecurities Act); (b) an Escrow Agreement Reserved; (c) Release in the form of Exhibit C, executed by the Seller and the Escrow Agent; (c) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”)Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement in the Closing Consideration Certificateform of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, letter from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, PricewaterhouseCoopers LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by addressed to Parent and the Seller Company, reasonably satisfactory in form and Agri-Energy L.P.substance to Parent, respectivelyupdating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the bills Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of sale and other documents referenced Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 1.6(b5.12); (i) evidence that the Second Member Control Agreement a certificate executed on behalf of the Company dated August 19by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 2003 shall 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been terminated with no liability to the Company;duly satisfied; and (j) evidence the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in the form attached hereto as Exhibit F; (l) Written Action any manner any rights of the Board of Governors any officer of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests or any of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to 's obligations under the Closing for the purpose Change of consummating the Contemplated TransactionsControl Agreements).

Agreements and Documents. Purchaser TPB shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units a certificate executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; (b) an Escrow Agreement in the form of Exhibit C, executed by the Seller and the Escrow Agent; (c) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the or Chief Financial Officer of the Company representing and warranting after reasonable investigation SDI certifying that the conditions set forth in Section 6.1 Sections 6.6(a), 7.1, 7.2, 7.3, 7.4, and Section 6.2 7.7 have been duly satisfied satisfied; (b) a letter of resignation and waiver, in form reasonably satisfactory to TPB, duly executed by each member of the “Company Compliance Certificate”board of directors (or equivalent governing body) and each officer of SDI and each of its Subsidiaries, in each case, effective as of the Effective Time, evidencing the resignation of each such director and officer and waiving any and all Claims against SDI (other than Claims that such director or officer is entitled to indemnification under the Organizational Documents of, or any indemnification agreements with, SDI or its Subsidiaries); (c) evidence reasonably satisfactory to TPB that SDI has purchased the SDI D&O Tail Policy; (d) evidence reasonably satisfactory to TPB that SDI has paid in full all Indebtedness not included as Indebtedness on the Closing Consideration CertificateNet Liabilities Estimate; (e) a payoff letter, in form and substance evidence reasonably satisfactory to PurchaserTPB that the liquidator of Maidstone does not intend to take further action to pursue any claims or potential claims they had or might have had against SDI or any of its Subsidiaries or any of their respective directors, from Heartland to Purchaserofficers, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and employees, agents, or any other Person acting on their behalf with regard to the assets of Management Agreement and any and all intercompany payments made between Maidstone, SDI and any Subsidiaries, or such documentation from the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and New York Liquidation Bureau that is reasonably acceptable to the properties and assets of the Seller and the Acquired Companies.TPB; and (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇to the extent that certain License Agreement dated May 1, LLP2018 between SDI and Standard General L.P. (the “License Agreement”) does not expire in accordance with its terms or the License Agreement is renewed, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence reasonably satisfactory to TPB that the Second Member Control License Agreement of the Company dated August 19, 2003 shall have has been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated TransactionsEffective Time and that SDI has no continuing obligation or liability thereunder.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, executed as appropriate, each of which shall be in full force and effect: (a) an assignment evidence of the Company Units executed by successful filing under the Seller and a copy DGCL of Company’s amended Certificate of Amendment in substantially the membership ledger evidencing the assignment of the Company Units in favor of Purchaserform attached as Exhibit H; (b) an Escrow Agreement evidence of the successful filing under the DGCL of the Amended and Restated Certificate of Incorporation of the Surviving Corporation in substantially the form of attached as Exhibit C, executed by the Seller and the Escrow AgentI; (c) a certificatelegal opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich LLP, dated as of the Closing Date, in substantially the form attached hereto as Exhibit N; (d) the Executive Employment Agreements in substantially the form attached hereto as Exhibit E, executed and delivered by each of ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇; (e) the Consulting Agreement in substantially the form attached hereto as Exhibit F, executed and delivered by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇; (f) the Escrow Agreement substantially in the form attached hereto as Exhibit P; (g) written resignations of all directors of the Company effective as of the Effective Time; (h) a certificate signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer any other officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section Sections 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”"); (di) a list setting forth the Closing name and address of each Company Equityholder entitled to receive the Merger Consideration Certificatepursuant to Section 1.5; (ej) a payoff letter, in form list setting forth the name and substance address of each holder of Company Preferred Warrants and Company Common Warrants; (k) an acknowledgement agreement with terms and conditions reasonably satisfactory to PurchaserParent executed and delivered by each of Management, from Heartland to Purchaser, the Seller Neuroscience Partners and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, acknowledging and agreeing to be bound by the terms of this Agreement; (l) the Company Affiliate Agreements in substantially the form attached hereto as Exhibit D;, executed and delivered by each Company Affiliate, and no breach of any Company Affiliate Agreement shall have occurred or be continuing; and (gm) FIRPTA documentation, including FIRPTA Notification Letters, the Support Agreements in substantially the form attached hereto as Exhibit E-1 C, executed and Exhibit E-2, dated as of the Closing Date and executed delivered by the Seller Support Signatories, and Agri-Energy L.P., respectively; (h) the bills no breach of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control any Support Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company occurred or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactionsbe continuing.

Agreements and Documents. Purchaser Terayon and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units fully executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; (b) an Escrow Agreement (the "Escrow Agreement") in the form of Exhibit C, executed by the Seller and the Escrow Agent; (c) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchasercounsel for Terayon and counsel for the Sellers, from Heartland to Purchaserwhich shall contain, without limitation, provisions regarding the Seller and following: (i) the Acquired Companies setting forth the amount necessary to repay in full all release of the obligations Escrow Shares upon the termination of Seller and a one (1) year period commencing on the Acquired Companies owing Closing Date, (ii) provisions enabling the Sellers' Representative to Heartland and including a release of all instruct the Escrow Agent as to the sale of the Encumbrances existing Escrow Shares (with the proceeds of such sale(s) to be deposited in favor the Escrow in lieu of Heartland the Escrow Shares), and (iii) such other terms and conditions as are standard and customary in transactions of this nature ; (b) employment and Non-Competition Agreements in the form of Exhibit E, executed by the individuals identified on Exhibit D; (c) confidential invention and assignment agreements, reasonably satisfactory in form and content to Terayon, executed by all employees of the Company and by all consultants and independent contractors to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies.Company who have not already signed such agreements; (fd) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇ & Co., LLPLaw Offices, in substantially form and substance reasonably satisfactory to counsel for Terayon, addressed to Terayon and dated as of the form attached hereto Closing Date; (e) a certificate executed by the President of the Company (but without personal liability thereto) certifying that each of the representations and warranties set forth in Section 2 is accurate in all material respects as Exhibit Dof the Closing Date as if made on the Closing Date and that the conditions set forth in Sections 6.1, 6.2 and 6.3 have been duly satisfied (the "Company Closing Certificate"); (f) written resignations of all directors of the Company, effective as of the Closing Date; (g) FIRPTA documentation, including FIRPTA Notification Letters, certificates representing the Shares accompanied by share transfer deeds duly executed for transfer in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively;blank; and (h) the bills of sale Option Holder Consent Letter and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement Counterpart Signature Pages, executed by all of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated TransactionsOption Holders.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment the Escrow Agreement substantially in the form of the Company Units Exhibit D, executed by the Seller Escrow Agent and a copy of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserStockholders’ Representative; (b) an Escrow Agreement releases substantially in the forms of Exhibit F executed by each of the Company’s officers; (c) releases substantially in the form of Exhibit C, G executed by each of the Seller and the Escrow AgentCompany’s directors; (cd) a certificateNon-Competition Agreements substantially in the form of Exhibit C executed by each of the Key Employees; (e) written resignations of all officers of the Company, dated effective as of the Closing Date, Effective Time; (f) a certificate signed on behalf of the Company by the Chief Executive Officer President and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 7.1, Section 7.2 and Section 6.2 7.4 have been duly satisfied (the “Company Compliance Certificate”); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (fg) a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP in the form of Exhibit H; (h) a certificate signed by the Chief Financial Officer of the Company certifying the accuracy in all respects of the Merger Consideration Spreadsheet; (i) a certificate, dated as of the Closing Date, signed by the Secretary of the Company (i) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (ii) certifying that attached thereto are true and correct copies of actions by written consent or resolutions duly approved by the board of directors and Company Stockholders which authorize and approve the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, including the Merger (iv) certifying that there are no proceedings for the dissolution or liquidation of the Company, and (v) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all Related Agreements executed or to be executed by the Company; (j) a Payoff Letter in the form of Exhibit I executed by Bridge Bank N.A. (the “Payoff Letter” and evidence reasonably satisfactory to Parent that Company has paid the amount set forth in the Payoff Letter in full; (k) evidence reasonably satisfactory to Parent that the Company has paid all Company Merger Costs payable to ▇▇▇▇▇▇▇ & Company, LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, Houston Eliseeva, LLP and ▇▇▇▇▇ ▇▇▇▇▇▇ and other advisor in full as of the Closing; (l) evidence reasonably satisfactory to Parent that the Commission Agreement by and between Axsun Technologies and ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, LLPdated March 12, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation2008, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have has been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions;terminated; and (m) Written Action validly executed copy of Seller as sole member of the Company authorizing this Agreementall agreements, the Related Agreements instruments, certificates and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments in form and certificates as Purchaser may substance reasonably request no later than five Business Days prior satisfactory to Parent, that are necessary or appropriate to evidence the Closing for the purpose release of consummating the Contemplated Transactionsall liens set forth in Schedule 7.6(m) hereto.

Agreements and Documents. Purchaser Mercury shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; (b) an Escrow Agreement in the form of Exhibit CC hereto, executed by --------- the Seller Shareholders' Agent on behalf of the Conduct Shareholders; (b) written resignations of all directors of Conduct and Subsidiary, effective as of the Escrow Agent;Closing Date (c) a certificatelegal opinion of ▇▇▇▇ ▇▇▇▇▇▇ & Co., dated as Advocates substantially in the form of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”);Exhibit F-1 hereto ----------- (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLPPC, substantially in substantially the form attached hereto as of Exhibit DF-2 hereto; ----------- (e) evidence of the termination effective at or prior to the Closing of the distribution agreement dated February 27, 1996 between Forval Creative Inc. and Conduct; (f) the other documents specified in Section 1.4 hereof; and (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially Each of Mercury and Conduct shall have received a letter from the form attached hereto as Exhibit E-1 and Exhibit E-2respective accounting firms set forth below, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P.Closing, respectively; (h) the bills of sale and other documents referenced in Section 1.6(b);as follows: (i) evidence that A letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent accountants for Conduct, and addressed to Conduct, reasonably satisfactory in form and substance to Mercury and PricewaterhouseCoopers LLP, independent accountants for Mercury, to the Second Member Control effect that, after reasonable investigation, the independent accountants for Conduct are not aware of any fact concerning the transactions contemplated by this Agreement or any of the Company dated August 19shareholders or affiliates of Conduct that could preclude Mercury from accounting for the transactions contemplated by this Agreement as a "pooling of interests" in accordance with generally accepted accounting principles, 2003 shall have been terminated with no liability Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC. (ii) A letter from PricewaterhouseCoopers LLP, independent accountants for Mercury, and addressed to Mercury, reasonably satisfactory in form and substance to Mercury, to the Company; (j) evidence effect that, after reasonable investigation, that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated PricewaterhouseCoopers LLP concurs with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement Mercury management's conclusion that as of the Company Closing Date, no conditions exist that would preclude Mercury from accounting for the 37 transactions contemplated by this Agreement as a "pooling of interests", in the form attached hereto as Exhibit F; (l) Written Action each case in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated TransactionsSEC.

Agreements and Documents. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (ai) an assignment a certificate duly executed by each of the Company Units Selling Shareholders and an executive officer of the Seller containing the representation and warranty of such Selling Shareholders and Seller that the conditions set forth in Sections ‎3.2(a), ‎3.2(b), ‎3.2(c), ‎3.2(d), ‎3.2(e)(ii) - ‎3.2(e)(x), ‎3.2(g) and ‎6.5 have been duly satisfied (the “Closing Certificate”); (ii) the Escrow Agreement, duly executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; (b) an Escrow Agreement in the form of Exhibit CSeller, executed by the Seller Selling Shareholders, Purchaser and the Escrow Agent; (ciii) Purchaser shall have received a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”);executed payoff letter from: (d1) the Closing Consideration Certificate; (e) a payoff letter▇▇▇▇▇ Fargo Bank, National Association in form and substance reasonably satisfactory to Purchaser, from Heartland containing: (1) the amounts required to Purchasereffect the full repayment of Seller’s Indebtedness to ▇▇▇▇▇ Fargo Bank, National Association (excluding the Seller and the Acquired Companies setting forth the amount necessary loan provided to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”ADI Properties, LLC), together with termination statements and other documentation evidencing (2) the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion wire transfer information of ▇▇▇▇▇ Fargo Bank, National Association, and (3) a confirmation that upon transfer of said funds to said account all Encumbrances on the Sold Assets in favor of ▇▇▇▇▇ & Fargo Bank, National Association, will be deemed to be removed and canceled and that ▇▇▇▇▇ Fargo Bank, National Association will provide such further documentation as may be required in order to remove and cancel such Encumbrances; (2) ▇▇▇▇ ▇▇▇▇▇▇, LLPin form satisfactory to Purchaser, containing: (1) the amounts required to effect the full repayment of Seller’s Indebtedness to ▇▇▇▇ ▇▇▇▇▇▇ under that certain promissory note executed by Seller in favor of ▇▇▇▇ ▇▇▇▇▇▇ and (2) the wire transfer information for a wire transfer of such amounts to ▇▇▇▇ ▇▇▇▇▇▇; (3) Avnet, in form satisfactory to Purchaser, containing: (1) the amounts required to effect the full repayment of Seller’s Indebtedness to Avnet under that certain promissory note executed by Seller in favor of Avnet and (2) the wire transfer information for a wire transfer of such amounts to Avnet; (iv) IP assignments and releases, in the form of Exhibit C attached hereto, duly executed by all past employees and consultants of the Seller, other than as listed in Schedule ‎3.2(e)(iv). in addition, any Business Employee who is not a Transferred Employee and who hasn’t executed an IP assignment and release in favor of the Seller to the satisfaction of the Purchaser (which IP assignment and release has been Made Available to the Purchaser) will also execute an IP assignment and release substantially in the form of Exhibit C; (v) eighty percent or more of the designated Key Transferred Employees as listed on Schedule ‎3.2(e)(v) and eighty percent or more of the other Business Employees have accepted employment with the Purchaser as of Closing and have entered into new employment agreements and non-competition, confidentiality, assignment of IP rights agreements at Closing in form satisfactory to the Purchaser (including a waiver of prior liabilities); (vi) Mr. ▇▇▇▇▇ ▇▇▇▇▇ has entered into an employment agreement and non-competition, confidentiality, assignment of IP rights agreements with Silicom, Inc. in the form attached hereto as Exhibit D; (gvii) FIRPTA documentationPurchaser shall have received evidence satisfactory to Purchaser that all consents of third parties set forth on Exhibit E and in the manner set forth therein shall have been obtained and shall be in full force and effect; (viii) Purchaser shall have received evidence satisfactory to Purchaser that all Persons who are eligible to receive compensation under the Seller's phantom stock plan have agreed in writing to the accuracy of the table setting forth their respective portion of said compensation, including FIRPTA Notification Letterswhich is attached hereto as Exhibit F. Said evidence will also show the agreement of the Seller and Selling Shareholders to such statements; (ix) a legal opinion executed by counsel for the Company, in substantially the form attached hereto as of Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectivelyG; (hx) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days writings required to be delivered by Seller or the Selling Shareholders at or prior to the Closing for Date pursuant to this Agreement and any of the purpose of consummating transactions underlying this Agreement, and, all other documents, instruments, declarations, affidavits and writings reasonably requested by the Contemplated TransactionsPurchaser that are reasonably necessary to consummate the transactions contemplated hereby.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit B, executed by each Person who could reasonably be deemed to be an assignment "affiliate" of the Company Units executed by (as that term is used in Rule 145 under the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserSecurities Act); (b) an Escrow Agreement Reserved; (c) Release in the form of Exhibit C, executed by the Seller and the Escrow Agent▇▇▇ ▇. ▇▇▇▇▇▇; (cd) Noncompetition Agreement in the form of Exhibit D, executed by ▇▇▇ ▇. ▇▇▇▇▇▇; (e) a certificateletter from PricewaterhouseCoopers LLP, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer Date and addressed to Parent and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”); (d) the Closing Consideration Certificate; (e) a payoff letterCompany, reasonably satisfactory in form and substance reasonably satisfactory to PurchaserParent, from Heartland updating the "comfort" letter referred to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies.Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, Godward LLP dated as of the Closing Date and executed by addressed to Parent, to the Seller and Agri-Energy L.P.effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, respectively; (h) in rendering such opinion, ▇▇▇▇▇▇ Godward LLP may rely upon the bills of sale and other documents referenced tax representation letters referred to in Section 1.6(b5.12); (i) evidence that the Second Member Control Agreement a certificate executed on behalf of the Company dated August 19by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 2003 shall 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been terminated with no liability to the Company;duly satisfied; and (j) evidence the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement such resignations by officers of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of whose employment with the Company authorizing this Agreement, or Parent following the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactions.Effective Time shall be continuing shall not constitute a

Agreements and Documents. Purchaser Buyer shall have received the following agreements and documents, each of which shall have been duly authorized, executed and delivered and shall be in full force and effecteffect at the Closing: (ai) an assignment a services agreement in form and substance mutually satisfactory to the Stockholder and Buyer relating to the use of the Company Units executed Stockholder's network by the Seller Company following the Closing and a copy of such other matters as may be mutually agreed upon by the membership ledger evidencing the assignment of the Company Units in favor of Purchaserparties; (bii) an Escrow Agreement Retention Agreements from all Key Employees; (iii) releases in form and substance mutually satisfactory to the form of Exhibit CStockholder and Buyer, executed by the Seller Stockholder and the Escrow Agentofficers and directors of the Company; (civ) a certificate, certificate of the Company's President and Chief Financial Officer dated as of the Closing Date, signed executed on behalf of the Company by to the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation effect that the conditions set forth in Section 6.1 Sections 9.1 and Section 6.2 9.2 have been duly satisfied (the “Company Compliance Certificate”)satisfied; (dv) written resignations of all officers and directors of the Company, effective as of the Closing Consideration CertificateDate; (evi) a payoff letter, in form the valid and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, effective termination of agreements between the Seller Company and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit DStockholder; (gvii) FIRPTA documentation, including FIRPTA Notification Letters, a certificate of corporate and tax good standing from the Secretary of State of Delaware as of a recent date; (viii) certificates of corporate and tax good standing from the Secretary of State of each jurisdiction in substantially which the form attached hereto as Exhibit E-1 and Exhibit E-2, Company is qualified to do business; (ix) a certificate of the Secretary or Assistant Secretary of the Stockholder dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); certifying: (i) evidence that the Second Member Control Agreement attached thereto are copies of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action resolutions of the Board of Governors Directors of the Stockholder and the Company authorizing approving this Agreement and the Company Ancillary Agreements and Stockholder Ancillary Agreements (as applicable) and the transactions contemplated hereby and thereby and (ii) the names and signatures of the officers of the Stockholder and the Company authorized to sign this Agreement, the Related Company Ancillary Agreements and the Contemplated Transactions; Stockholder Ancillary Agreements (mas applicable) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments or certificates to be delivered pursuant hereto and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactionsthereto.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; (b) an Escrow Agreement Affiliate Agreements substantially in the form of Exhibit CE-2 (each, an "AFFILIATE AGREEMENT"), executed by the Seller and Persons identified on Exhibit E-1; -37- 44 (b) Noncompetition Agreements substantially in the Escrow Agentform of Exhibit F-2 (each a "NONCOMPETITION AGREEMENT"), executed by the individuals identified on Exhibit F-1; (c) Proprietary information and inventions agreements, reasonably satisfactory in form and content to Parent, executed by all employees and former employees of the Company and by all consultants and independent contractors and former consultants and former independent contractors to the Company who have not already signed such agreements (including the individuals identified in Part 2.9(f) of the Company Disclosure Schedule); (d) the statements referred to in Section 6.7, executed by each of the Shareholders; (e) a certificatelegal opinion of Venture Law Group, counsel to the Company and the Shareholders, dated as of the Closing Date, signed substantially in the form of Exhibit G; (f) a letter from PricewaterhouseCoopers LLC, dated as of the Closing Date, confirming that Parent may account for the Merger as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16, and all published rules, regulations and policies of the SEC; (g) a letter from Deloitte & Touche LLP, dated as of the Closing Date, confirming that no transaction entered into by the Company, and no other fact or circumstance relating to the Company, will prevent Parent from accounting for the Merger as a "pooling of interests" in accordance with generally accepted principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a certificate executed by the President and Chief Executive Officer of the Company that each of the representations and warranties set forth in Section 2 is accurate in all material respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in Sections 7 have been duly satisfied in all material respects (the "COMPANY OFFICER'S CLOSING CERTIFICATE"); (i) a written opinion from Thom▇▇ ▇▇▇s▇▇ ▇▇▇tners LLC, in a form satisfactory to the Board of Directors of Parent, stating that the issuance of the Merger Shares to the Shareholders is fair to Parent from a financial point of view; (j) A true, correct and complete schedule (the "SCHEDULES OF EXPENSES") of all Company Expenses paid or incurred by or on behalf of the Company or the Shareholders through the Closing Date, accompanied by a certificate signed by the Chief Executive Officer President and the Chief Financial Officer of the Company representing certifying the accuracy and warranting after reasonable investigation that completeness thereof, shall have been delivered by the conditions Company. (k) written resignations of all officers and directors of the Company, effective as of the Effective Time; (l) a counterpart signature page to this Agreement executed by the Shareholders set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”on Schedule 7.5(l); (dm) the Closing Consideration CertificateEscrow Agreement substantially in the form of Exhibit D (the "ESCROW AGREEMENT") executed by the Shareholders' Agent; (en) the Investor Rights Agreement substantially in the form of Exhibit H (the "INVESTOR RIGHTS AGREEMENT") executed by the Shareholders; (o) the consent of the holders of at least a payoff lettermajority of the outstanding "Registrable Securities" (as such term is defined in Section 2.1(b) of the Second Amended and Restated Investor Rights Agreement dated as of August 13, 1998 by and among Parent, Organic and the other shareholders of Parent listed on the signature pages thereto (the "EXISTING REGISTRATION RIGHTS AGREEMENT")) to the Parent's grant of registration rights to the Shareholders pursuant to the Investor Rights Agreement, as required by Section 2.14 of the Existing Registration Rights Agreement (the "CONSENT OF THE EXISTING REGISTRATION RIGHTS HOLDERS"); and (p) If requested by Parent, Stev▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ll have executed an amendment of that certain License Agreement, dated as of February 27, 1997, between Stev▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ the Company or shall have executed a new license agreement, in each case, in form and substance reasonably satisfactory to Purchaser, from Heartland Parent to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence ensure that the Second Member Control Agreement of Company has the Company dated August 19absolute, 2003 shall have been terminated with no liability royalty free and perpetual right to use, sublicense, transfer and modify the Company; (j) evidence that all Contracts between the Company software program Hit List and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreementall derivative works thereof and all modifications, the Related Agreements enhancements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactionsupgrades thereto.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; (b) an Escrow Agreement Affiliate Agreements in the form of Exhibit C, executed by each Person who could reasonably be deemed to be an "affiliate" of the Seller Company (as that term is used in Rule 145 under the Securities Act); (b) Continuity of Interest Certificates substantially in the form of Exhibit E, executed by the Company's executive officers, directors and 5% stockholders as reflected in the Escrow AgentCompany's most recent definitive Proxy Statement filed with the SEC; (c) Employment Agreements in the form of Exhibit I, executed by the individuals identified on Exhibit J; (d) Noncompetition Agreements in the form of Exhibit K, executed by the individuals identified on Exhibit J; (e) a certificateletter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, updating the letter referred to in Section 5.12(a); (f) separate letters from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent and the Company, respectively, to the effect that Ernst & Young LLP concurs with Parent management's conclusions as to the appropriateness of "pooling of interests" accounting treatment for the Merger; (g) a legal opinion of Pillsbury Madison & Sutro LLP, dated as of the Closing Date, signed on behalf in the form of Exhibit L, as well as one or more opinions of counsel for Acquired Corporations other than the Company as may be reasonably requested by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth Parent, all in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”)a form reasonably satisfactory to Parent; (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (fh) a legal opinion of Cool▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ward LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by addressed to Parent, to the Seller effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ ▇▇▇ward LLP may rely upon the Continuity of Interest Certificates and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced tax representation letters referred to in Section 1.6(b5.11); (i) evidence that the Second Member Control Agreement a certificate executed on behalf of the Company dated August 19by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 2003 shall 6.2 and 6.4 (to the extent it relates to the Required Company Stockholder Vote) have been terminated with no liability to the Company;duly satisfied; and (j) evidence that the written resignations of all Contracts between the Company officers and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests directors of the Company; and (o) such other documents, instruments and certificates effective as Purchaser may reasonably request no later than five Business Days prior to of the Closing for the purpose of consummating the Contemplated TransactionsEffective Time.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment written resignations of all directors of the Company Units executed by the Seller and a copy Company, effective as of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserEffective Time; (b) an Escrow Agreement in the form of Exhibit CD, executed by the Seller Shareholders’ Representative and the Escrow Agent; (c) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”); (d) a certificate, dated as of the Closing Consideration CertificateDate, signed on behalf of the Company by the Secretary or assistant secretary of the Company and attaching with respect to the Company (i) the Company’s Articles of Incorporation and all amendments thereto, certified by the Secretary of State of the State of California not more than five Business Days prior to the Closing Date, (ii) the Company’s Bylaws and all amendments thereto, (iii) a certificate of good standing of the Company certified by the Secretary of State of the State of California and issued not more than five Business Days prior to the Closing Date, (iv) all resolutions of the Company Board or other authorizing body (or a duly authorized committee thereof) of the Company and the Company Shareholders relating to this Agreement and the transactions contemplated by this Agreement and (v) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies.Merger Consideration Allocation Schedule; (f) the Transaction Expenses Certificate; (g) a legal opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇ LLP, in substantially the form attached hereto as Exhibit DF; (gh) FIRPTA documentation, including FIRPTA Notification Letters(a) a notice to the Internal Revenue Service, in accordance with the requirements of Section 1.897-2(h)(2) of the Treasury Regulations, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2G-1, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P.Company, respectively; (h) together with written authorization for Parent to deliver such notice form to the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement Internal Revenue Service on behalf of the Company dated August 19after the Closing and (b) a FIRPTA Notification Letter, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in substantially the form attached hereto as Exhibit F; (l) Written Action G-2, dated as of the Board of Governors of the Company authorizing this Agreement, the Related Agreements Closing Date and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of executed by the Company; and (oi) such other documents, instruments and certificates as Purchaser Parent may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactionstransactions contemplated by this Agreement.

Agreements and Documents. Purchaser Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment Employment Offer Letters substantially in the form of the Company Units Exhibit G hereto, executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaserindividuals identified on Exhibit F hereto; (b) an Escrow Agreement Noncompetition Agreements substantially in the form of Exhibit CH hereto, executed by the Seller and the Escrow Agentindividuals identified on Exhibit F hereto; (ci) Stockholder Representation Letters substantially in the form of Exhibit E-1 hereto, executed by each of the Merger Stockholders and (ii) Purchaser Representative Letters substantially in the form of Exhibit E-2 hereto, executed by each Merger Stockholder that is not an "accredited investor" for purposes of Regulation D of the SEC; (d) a certificateRegistration Rights Agreement substantially in the form of Exhibit C hereto, executed by each of the Merger Stockholders; (e) a Lock-Up Agreement substantially in the form of Exhibit N hereto, executed by each of the Merger Stockholders; (f) an Escrow Agreement substantially in the form of Exhibit D hereto, executed by the Escrow Agent and each of the Merger Stockholders; (g) a Release substantially in the form of Exhibit I hereto, executed by the Key Employees; (h) a legal opinion of Goulston & Storrs P.C. and of regulatory counsel for the Company, dated as of the Closing Date, signed on behalf covering substantially the matters set forth in Exhibit L hereto; provided, however, that the only opinion from regulatory counsel with respect to necessary regulatory approvals in connection with the Merger that will be required will be that the notice given by the Company to the Massachusetts Department of Telecommunications and Energy Company regarding the Merger is sufficient to comply with the requirements of Massachusetts law; (i) a certificate executed by the Company and containing the representation and warranty of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.8, 6.9 and Section 6.2 6.10 have been duly satisfied (the “Company Compliance "Company's Closing Certificate”"); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between a certificate of merger executed by the Company and any other Acquired Company or to be filed with the Seller shall have been terminated Secretary of State of the State of Delaware in accordance with no liability or obligation to the CompanySection 1.3; (k) an Amended and Restated Operating Agreement written resignations of all directors of the Company in Company, effective as of the form attached hereto as Exhibit FClosing Date; (l) Written Action the valid and effective termination of the Board of Governors of agreements among the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactionsstockholders; (m) Written Action the valid and effective termination as of Seller as sole member the Effective Time of provisions in Contracts that provide any Person with rights of any nature with respect to the board of directors of the Company authorizing this Agreementor a Subsidiary, except as provided generally by the Related Agreements Company's certificate of incorporation and the Contemplated Transactions;bylaws or by applicable law; and (n) documentation necessary, amendments to the promissory notes identified in Purchaser’s sole discretion, to confirm Part 2.7(b) and Part 4.2(i)(2) of the Disclosure Schedule providing that the Seller owns 100(i) 50% of the equity interests of principal and interest due to the Company; and (o) Company under such other documents, instruments promissory notes shall be due and certificates as Purchaser may reasonably request payable no later than five Business Days prior 60 days after effectiveness of the Registration Statement (as defined in the Registration Rights Agreement), (ii) 50% of the principal and interest due to the Closing for Company under such promissory notes shall be due and payable by April 1, 2001 and (iii) amounts due and payable under such notes may be offset, at any time after such amounts become due and payable, against any severance payments that are payable by Parent or the purpose Surviving Corporation to the holders of consummating such promissory notes, shall have been executed by the Contemplated TransactionsCompany and the obligors of such promissory notes.

Agreements and Documents. Purchaser VISTA shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate's Agreements in the form of EXHIBIT D-1 executed by any Person who could reasonably be deemed to be an assignment "affiliate" of GEOSURE for purposes of the Company Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserSecurities Act; (b) an Escrow Agreement agreement terminating GEOSURE's obligations under its contract with DP pursuant to the terms thereof, which would not involve a cost or charge to GEOSURE in excess of the form of Exhibit C, executed by the Seller and the Escrow Agent$200,000 currently specified; (c) a certificateto the extent reasonably requested by VISTA, dated as confidential invention and assignment agreements, reasonably satisfactory in form and content to VISTA, executed by all employees of GEOSURE and by all consultants and independent contractors to GEOSURE who have not already signed such agreements (including the Closing Date, signed on behalf individuals identified in Part 2.9(f) of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”GEOSURE Disclosure Schedule); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Constant & ▇▇▇▇▇▇▇▇, LLPdated as of the Closing Date, covering the matters set forth in EXHIBIT E; (e) a letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇ and Company, P.C., dated as of the Closing Date, confirming that no transaction entered into by GEOSURE, and no other fact or circumstance relating to GEOSURE, will prevent VISTA from accounting for the Acquisition as a "pooling of interests" in accordance with generally accepted principles, Accounting Principles Board Opinion No. 16; (f) a certificate executed by GEOSURE's General Partners (solely in their capacity as such and not in their capacity as a Partner) and containing the representation and warranty that each of the representations and warranties set forth in Section 2 is accurate in all respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in Sections 8.1, 8.2, 8.3, 8.4, 8.7 and 8.8 have been duly satisfied (the "GEOSURE Closing Certificate"); and (g) The Escrow Agreement in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentationEXHIBIT G, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as executed by or on behalf of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements Partners and the Contemplated Transactions; Escrow Agent (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactionsdefined therein).

Agreements and Documents. Purchaser shall have received the following agreements and documentsPROVIDENCE AND CACHE SHALL HAVE RECEIVED THE FOLLOWING AGREEMENTS AND DOCUMENTS (HEREIN REFERRED TO AS "TRANSACTION DOCUMENTS"), each of which shall be in full force and effectEACH OF WHICH WILL BE IN FULL FORCE AND EFFECT AS OF THE EFFECTIVE TIME: (ai) an assignment of the Company Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserARTICLES OF MERGER: (ii) DOCUMENTS INDICATING THAT PROVIDENCE HAS RECEIVED, OR HAS RECEIVED A BINDING COMMITMENT FOR, THE EQUITY FINANCING; (biii) an Escrow Agreement in the form of Exhibit C, executed by the Seller and the Escrow AgentINVESTMENT REPRESENTATION LETTERS EXECUTED BY EACH OF THE CACHE SHAREHOLDERS; (civ) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of LEGAL OPINIONS OF ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLPP.C., in substantially the form attached hereto as Exhibit DDATED AS OF THE CLOSING DATE, OUTSTANDING IN THE FORMS ATTACHED HERETO AT EXHIBIT VII; (gv) FIRPTA documentation, including FIRPTA Notification Letters, A certificate executed by both parties and containing the representation and warranty of each party that each of the representations and warranties set forth in substantially the form attached hereto as Exhibit E-1 Section 2 and Exhibit E-2, dated 3 are accurate in all respects as of the Closing Date as if made on the Closing Date and executed by that the Seller and Agri-Energy L.P., respectively; conditions (hunless waived) the bills of sale and other documents referenced set forth in Section 1.6(b6 have been duly satisfied (the "Closing Certificate"); (ivi) evidence that the Second Member Control Agreement Written resignations of all officers and directors of PROVIDENCE, effective as of the Company dated August 19, 2003 shall have been terminated with no liability to the CompanyEffective Time; (jvii) evidence that all Contracts between Agreement with ▇▇▇▇▇▇▇ ▇▇▇▇ and Company, LLC to provide investment banking services for one year after the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the CompanyEffective Time; and (oviii) such other documents, instruments An Information Statement prepared in accordance with Regulation 14C shall have been filed with the SEC and certificates as Purchaser may reasonably request no later than five Business Days sent to the PROVIDENCE stockholders at least 20 days prior to the Closing for meeting of the purpose of consummating PROVIDENCE stockholders called to approve this Agreement and the Contemplated TransactionsMerger.

Agreements and Documents. The Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment Copies of resolutions of the Company Units executed by General Meeting of the Shareholders of the Seller and a copy the Board of Directors of Seller, certified by the Chairman of the membership ledger evidencing the assignment Board of Directors of the Company Units in favor Seller authorizing the execution, delivery and performance of Purchaser;this Agreement and the transactions contemplated hereby. (b) an Escrow Agreement The Employment Agreements in the form of Exhibit CD, executed by all but four (or less) of the Seller and individuals identified on Exhibit C, provided however that the Escrow AgentEmployees who shall not sign such Employment Agreement are not identified on Exhibit C as Employees whose employment by the Purchaser is a condition to Closing; (c) Non-competition and non-solicitation Agreements in the form of Exhibit E, executed by each of the individuals identified on Exhibit C and by Mr. Dmitry Goroshevsky; (d) confidential invention and assignment agreements, reasonably satisfactory in form and content to the Purchaser, executed by all of the Seller's and Subsidiary's (1) employees who have not already signed such agreement, and (2) consultants and independent contractors who have not already signed such agreement; provided that no such agreements will be required of the Persons identified in clauses (1) and (2) whose jobs or services provided did not materially relate to the Purchased Assets; (e) fully executed Escrow Agreement (the "Escrow Agreement") in the form and substance reasonably satisfactory to counsel for the Purchaser and counsel for the Seller, which shall contain, without limitation, provisions regarding the following: (i) the release of the Escrow Shares upon the termination of a nine (9) month period commencing on the Closing Date, (ii) provisions enabling the Seller to instruct the Escrow Agent as to the sale of the Escrow Shares (with the proceeds of such sale(s) to be deposited in the Escrow in lieu of the Escrow Shares), and (iii) such other terms and conditions as are standard and customary in transactions of this nature; (f) a legal opinion of Ravillan, Volovelsky, ▇▇▇▇▇▇▇▇, ▇▇▇▇ & Co., dated as of the Closing Date, in a form reasonably satisfactory to counsel for the Purchaser; and (g) a compliance certificate, dated as of the Closing Date, signed on behalf executed by Seller's duly authorized representative certifying that: (1) each of the Company by the Chief Executive Officer representations and the Chief Financial Officer warranties set forth in Section 3 is accurate in all respects as of the Company representing Closing Date as if made on the Closing Date and warranting after reasonable investigation that (2) the conditions set forth in Section 6.1 Sections 7.1.2 , 7.1.3 and Section 6.2 7.1.4 hereof have been duly satisfied (the “Company Compliance Certificate”); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companiessatisfied. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactions.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment Support Agreements, duly executed by stockholders holding 95% of the Company Units executed by the Seller and a copy Outstanding Capital Stock of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserCompany; (b) an Escrow Agreement in the form of Exhibit CRestrictive Covenants Agreements, duly executed by the Seller and the Escrow Agenteach Person identified on Schedule 6.6(b); (c) Equity Release Agreements, duly executed by each Specified Person; (d) agreements, in form and substance reasonably satisfactory to Parent, terminating or amending the agreements identified on Schedule ‎ 4.6 in accordance with Section 4.6; (e) a certificate, dated as of the Closing Date, signed certificate duly executed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer chief executive officer of the Company representing and warranting after reasonable investigation containing the representation and warranty of the Company that the conditions set forth in Section Sections 6.1 through 6.5 and Section 6.2 6.7 through 6.10 have been duly satisfied (the “Company Compliance Closing Certificate”); (d) the Closing Consideration Certificate; (ef) a payoff letterspreadsheet, in form and substance reasonably satisfactory to PurchaserParent, containing the following information, together with a certificate duly executed on behalf of the Company by the chief executive officer and chief financial officer of the Company, containing the representation and warranty of the Company that all of such information is accurate and complete (and in the case of dollar amounts, properly calculated) as of the Closing in accordance with this Agreement and the Certificate of Incorporation (such spreadsheet, the “Merger Consideration Spreadsheet” and such accompanying certificate, the “Merger Consideration Spreadsheet Certificate”): (i) (A) the Closing Cash Amount; (B) the aggregate amount of all Company Transaction Expenses, together with a breakdown thereof (including the aggregate dollar amount of any Expenses relating to the D&O Tail (including any premium payable for the D&O Tail) and any Employment Taxes); (C) the Closing Indebtedness Amount, together with a breakdown thereof; (D) the Accrued Tax Amount; (E) the Closing Working Capital Excess (if any); (F) the Closing Working Capital Shortfall (if any); (G) the Cash Consideration; and (H) the Parent Trading Price; (ii) with respect to each Person who is a stockholder of the Company immediately prior to the Effective Time or a Converted Award Holder: (A) the name and address of record of each such Person, including such Person’s email address, if available; (B) the number of shares of Outstanding Capital Stock of each class and series held by such stockholder (on a certificate-by-certificate basis and including certificate numbers), or in the case of a Converted Option Holder, the number of Options and exercise price for each Option, or in the case of a Converted RSU Holder, the number of RSUs; (C) the portion of the Cash Consideration and Initial Stock Consideration (including cash in lieu of fractional shares) that such Person is entitled to receive pursuant to Section 1.5(b) or 1.6 before deduction of any amounts in the Holdbacks and amounts to the Expense Fund attributable to such Person (in each case, on a certificate-by-certificate or award-by-award basis and in the aggregate); (D) the portion of the Holdbacks with respect to the shares of Outstanding Capital Stock or Converted Awards held by each such Person pursuant to Section ‎1.12 (determined on a certificate-by-certificate or award-by-award basis and in the aggregate); (E) the portion of the Expense Fund with respect to the shares of Outstanding Capital Stock or Converted Awards held by each such Person pursuant to Section ‎10.1(e) (determined on a certificate-by-certificate or award-by-award basis and in the aggregate); (F) the net amount of the portion of the Cash Consideration and Initial Stock Consideration to be paid or issued to such Person in accordance with Section 1.5(b) or 1.6 (after deduction of any amounts retained in the Holdbacks and the Expense Fund that are attributable to the shares of Outstanding Capital Stock or Converted Awards held by such stockholder); (G) whether any Taxes are to be withheld in accordance with Section 1.11(h) from the consideration that such Person is entitled to receive pursuant to this Agreement, including any portion thereof retained in the Holdbacks and the Expense Fund, and, if so, the jurisdiction(s) in which such withholding is required; and (H) such Person’s Indemnification Percentage; and (iii) with respect to each Noteholder: (A) the name and address of record of each such Noteholder, including such Noteholders’ email address, if available; (B) the aggregate dollar amount payable with respect to each Outstanding Company Note held by such Noteholder pursuant to the applicable Payoff Letter delivered by such Noteholder; (C) the cash consideration (including cash in lieu of fractional shares) that such Noteholder is entitled to receive pursuant to such Noteholder’s Note Surrender Agreement and Payoff Letter(s) before deduction of any amounts retained in the Expense Fund that are attributable to such Noteholder (in each case, on a note-by-note basis and in the aggregate); (D) the portion of the Holdbacks that is attributable to the Outstanding Company Notes held by each such Noteholder pursuant to Section ‎1.12 (determined on a note-by-note basis and in the aggregate); (E) the portion of the Expense Fund with respect to the shares of Outstanding Company Notes held by each such Noteholder pursuant to Section ‎10.1(e) (determined on a note-by-note basis and in the aggregate); (F) the portion of the Initial Stock Consideration to be issued to such Noteholder in accordance with such Noteholder’s Note Surrender Agreement and Payoff Letter(s); and (G) such holder’s Indemnification Percentage; and (iv) a funds flow spreadsheet, in form and substance reasonably satisfactory to Parent, showing: (A) the aggregate cash amount to be delivered by Parent to the Payment Agent at or promptly after the Effective Time pursuant to Section 1.11(a); (B) the cash amounts to be distributed by or on behalf of Parent to: (1) legal counsel and other service providers to the Acquired Companies; and (2) other recipients of payments in connection with the Contemplated Transactions; and (C) wire transfer instructions for each payment to be made by Parent or the Payment Agent reflected therein; (g) documentation, reasonably satisfactory to Parent, in support of the calculation of the amounts set forth in the Merger Consideration Spreadsheet; (h) the written resignations described in Section 4.10 of each individual who is an officer or director of each Acquired Company; (i) the Certificate of Merger, duly executed by the Company; (j) the FIRPTA Statement executed by the Company and evidence of the filing of the FIRPTA Notification; (k) written acknowledgments pursuant to which the Company’s outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of any Acquired Company, or who is otherwise entitled to any compensation from any Acquired Company, in connection with this Agreement or any of the Contemplated Transactions, acknowledges: (i) the total amount of fees, costs and expenses of any nature that has been paid to such Person in connection with this Agreement or any of the Contemplated Transactions; (ii) the total amount of fees, costs and expenses of any nature that is payable to such Person in connection with this Agreement or any of the Contemplated Transactions; and (iii) that upon receipt of the amount referred to in clause “(ii)” above, such Person will have been paid in full and is not (and will not be) owed any other amount by any Acquired Company with respect to this Agreement or the Contemplated Transactions; (l) a USB drive or other digital media evidencing the documents that were Made Available to Parent, which shall indicate, for each document, the date that such document was first uploaded to the virtual data room established by the Company in connection with the Contemplated Transactions; (m) a certificate of the Secretary of the Company, in form and substance reasonably satisfactory to Parent, certifying and attaching: (i) the Charter Documents of the Company; and (ii) the resolutions adopted by the Company’s board of directors and the resolutions adopted by the stockholders of the Company to authorize and adopt this Agreement, the Merger and the other Contemplated Transactions (including the stockholder approval referred to in Section 5.2, if applicable), and to waive all notice requirements under the Company’s certificate of incorporation applicable to the Merger and the other Contemplated Transactions; (n) (i) executed assignments and licenses of Intellectual Property and Intellectual Property Rights, and related releases, in each case in form and substance reasonably satisfactory to Parent, from Heartland each Company Associate identified on Schedule 6.6(n)(i); (ii) executed assignments in a form that is reasonably acceptable to Purchaser, Parent evidencing assignment to the Seller applicable Acquired Company of all Registered IP owned or purported to be owned by such Acquired Company and evidence of recordation of such assignments with each appropriate Governmental Entity; and (iii) evidence reasonably satisfactory to Parent that each Domain Name and the like used by each of the Acquired Companies setting forth has been registered to the amount necessary to repay in full applicable Acquired Company; (o) the Closing Balance Sheet; (p) evidence of cancellation of all Equity Awards by action of the obligations Board of Seller Acquired Company, or Equity Award Termination Agreements, duly and the Acquired Companies owing timely executed pursuant to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination Section 1.6 by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies.each individual who holds any Company Equity Awards; (fq) Warrant Termination Agreements, duly executed by each individual who holds a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇Warrant; (r) Note Surrender Agreements, LLPduly executed by each Noteholder; (s) the Payoff Letters; (t) evidence reasonably satisfactory to Parent that the Company has terminated the Company Benefit Plans referred to in Section 4.5; (u) Release Agreements, in substantially the form attached hereto as of Exhibit D; D (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2“Releases”), dated as of the Closing Date and duly executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); by: (i) evidence that the Second Member Control Agreement stockholders holding 95% of the Company dated August 19, 2003 shall have been terminated with no liability to Outstanding Capital Stock of the Company; (ii) each individual who is a director or officer of any Acquired Company; and (iii) each member of senior management of the Company; (jv) evidence that all Contracts between reasonably satisfactory to Parent of the Company and any other Acquired Company or purchase of the Seller shall have been terminated D&O Tail in accordance with no liability or obligation to the CompanySection 4.13; (kw) Investor Suitability Documentation, duly executed by each Effective Time Holder who is not an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit FUnaccredited Investor; (lx) Written Action of an IRS Form W-9 or applicable IRS Form W-8, duly executed by the Board of Governors of the Company authorizing this Agreement, the Related Agreements Securityholders’ Agent and the Contemplated Transactionseach Noteholder; (my) Written Action of Seller as sole member of a joinder to the Company authorizing this Registration Rights and Lock-up Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Companyduly executed by each Effective Time Holder; and (oz) such other documents, instruments evidence reasonably satisfactory to Parent of the execution and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose continued effectiveness of consummating the Contemplated Transactions.that certain release agreement described on Schedule 6.6(z)..

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment each of the Key Holders shall have entered into employment agreements with Company Units executed by the Seller with customary terms and a copy of the membership ledger evidencing the assignment of the Company Units conditions acceptable to Parent, and such employment agreements shall be in favor of Purchaserfull force and effect; (b) an Escrow Agreement in Noncompetition Agreements, with customary terms and conditions acceptable the form of Exhibit CParent, duly executed by each of the Seller and the Escrow AgentKey Holders; (c) a certificateGeneral Release, dated as with customary terms and conditions acceptable to the Parent, duly executed by each of the Closing DateKey Holders; (d) a legal opinion, signed with customary terms and conditions acceptable to Parent from Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C.; (e) a certificate executed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing containing the representation and warranting after reasonable investigation warranty of the Company that the conditions set forth in Section 6.1 7.1, 7.2, 7.3 and Section 6.2 7.7 have been duly satisfied (the “Company Compliance Closing Certificate”); (d) the Closing Consideration Certificate; (ef) a payoff letter, certificate of merger in a form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller Parent and the Acquired Companies setting forth Company, duly executed by the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit DCompany; (g) FIRPTA documentationa certificate (the “Merger Consideration Certificate”), including FIRPTA Notification Lettersduly executed on behalf of the Company by the Chief Executive of the Company, in substantially containing the form attached hereto as Exhibit E-1 following information and Exhibit E-2, dated the representation and warranty of the Company that all of such information is true and accurate as of the Closing Date Closing: (i) the aggregate amount of Deductible Transaction Expenses paid or payable (including any Deductible Transaction Expenses that will become payable after the Effective Time with respect to services performed or actions taken prior to the Effective Time); (ii) the name and executed address of record of each Person who is a stockholder of the Company immediately prior to the Effective Time or who held Company Options or Company Warrants that were canceled or repurchased by the Seller Company immediately prior to the cancellation of such Company Option or Company Warrant; (iii) the number and Agri-Energy L.P.class of securities held by each such individual immediately prior to the Effective Time; (iv) the number of shares of Parent Common Stock to be heldback by Parent and contributed to the Holdback Fund; the number of shares of Parent Common Stock or cash that each such individual will be entitled to receive pursuant to Section 1.6, respectively1.7 or 1.8 and Exhibit C if and when the Development Milestone occurs and the corresponding Milestone Consideration is earned pursuant to the terms of this Agreement; (h) written acknowledgments pursuant to which the bills outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of sale the Company, or who is otherwise entitled to any compensation from the Company, in connection with this Agreement, any of the transactions contemplated by this Agreement or otherwise, acknowledges: (A) the total amount of fees, costs and expenses of any nature that is payable or has been paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (B) that it has been paid in full and is not (and will not be) owed any other documents referenced in Section 1.6(b)amount by the Company with respect to this Agreement, the transactions contemplated by this Agreement or otherwise; (i) evidence that the Second Member Control Agreement written resignations of each officer and director of the Company dated August 19Company, 2003 shall have been terminated with no liability to effective as of the Company;Effective Time; and (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement a questionnaire filled by each holder of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days Shares outstanding immediately prior to the Closing for Effective Time, indicating in a manner satisfactory to Parent, that such holder is an Accredited Investor as defined in Rule 501 of Regulation D promulgated under the purpose of consummating the Contemplated TransactionsSecurities Act.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (ai) an assignment Lock Up Agreements duly executed by each of the Company Units Key Stockholders receiving Merger Consideration and (ii) Joinder Agreements duly executed by the Seller and a copy each of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserKey Stockholders; (b) an Escrow Agreement in written consents from the form of Exhibit C, executed by the Seller Company’s stockholders and the Escrow AgentCompany's board of directors terminating the agreements identified on Exhibit F pursuant to Section 4.6; (c) a certificate, dated as of the Closing Date, signed certificate duly executed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer chief executive officer of the Company representing and warranting after reasonable investigation certifying that the conditions set forth in Section 6.1 Sections 6.1, 6.2 and Section 6.2 6.4 have been duly satisfied (the “Company Compliance Closing Certificate”); (d) the Closing Consideration Certificate; (e) a payoff letterspreadsheet, in form and substance reasonably satisfactory to PurchaserParent, from Heartland to Purchasercontaining the following information (such spreadsheet, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including “Merger Consideration Spreadsheet”), accompanied by a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies certificate (the “Heartland Payoff LetterMerger Consideration Certificate”), duly executed on behalf of the Company by an authorized officer of the Company, containing the representation and warranty of the Company that all of such information set forth in the Merger Consideration Spreadsheet is accurate as of the Closing and that such information is prepared in accordance with applicable Legal Requirement, the terms and provisions of the Charter Documents of the Company and the Company Incentive Plan, the grant agreement in respect of the vested Company Options and all other Contracts to which the Company is a party: (i) (A) the total and components of the Aggregate Upfront Cash Consideration, including (1) the Closing Cash Amount; (2) the aggregate amount of all Company Transaction Expenses, together with termination statements and other documentation evidencing a breakdown thereof (including the termination by Heartland aggregate dollar amount of its Encumbrances in and any Expenses relating to the properties D&O Tail Policy (including any premium payable for the D&O Tail Policy); and assets (3) the Closing Net Indebtedness Amount, together with a breakdown thereof; (B) the allocation of the Seller Expense Fund Amount with respect to each share of Series A Preferred Stock and Series A-1 Preferred Stock, in each case outstanding as of immediately prior to the Effective Time, (C) the allocation of the Indemnity Holdback Shares with respect to each share of the Series A Preferred Stock and Series A-1 Preferred Stock, in each case outstanding as of immediately prior to the Effective Time, (D) each Indemnitor’s Pro Rata Share (expressed as a percentage); and (E) each Participating Securityholder’s Pro Rata Share of the Milestone Payment; (ii) with respect to each Person who is a stockholder of the Company as of immediately prior to the Effective Time: (1) the name, email address and address of such stockholder, including such stockholder’s email address, if available; (2) the number of shares of Company Capital Stock of each class and series held by such stockholder; (3) the consideration that such stockholder is entitled to receive pursuant to Section 1.5 after deduction of the applicable allocation of the Expense Fund Amount and the Indemnity Holdback Shares; (4) the number of shares of Parent Consideration Shares that shall constitute Indemnity Holdback Shares with respect to which such stockholder has the contingent right to receive pursuant to Section 1.5(b); (5) the cash amount to be contributed to the Expense Fund with respect to the shares of Company Capital Stock held by such stockholder pursuant to Section 1.5(b); and (6) the net amount of the Aggregate Upfront Cash Consideration to be paid to such stockholder by the Payment Administrator on the Closing Date in accordance with Section 1.10; and (iii) a funds flow spreadsheet showing: (A) an aggregate amount to be delivered by Parent to the Payment Administrator in accordance with Section 1.10(a); and (B) wire transfer instructions for each payment to be made by Parent or the Payment Administrator reflected therein; (e) the written resignations described in Section 4.8 from each individual who is an officer or director of each Acquired Companies.Company that is listed on Exhibit H; (f) a legal opinion 100% of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA Key Employees shall have entered into offer letters or other employment documentation, including FIRPTA Notification Lettersor incentive retention documentation, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated reasonably acceptable to Parent effective as of the Closing Date and executed by shall have not given notice of intent to resign or terminate employment as of or following the Seller and Agri-Energy L.P., respectivelyClosing; (hg) the bills Certificate of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19Merger, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of duly executed by the Company; and (oh) such a certificate of the Secretary of the Company, certifying and attaching: (i) the Charter Documents in effect as of the Closing; (ii) the resolutions or written consents adopted by the Company’s board of directors approving this Agreement, the Merger and the other documentstransactions contemplated by this Agreement; and (iii) the written consents adopted by the stockholders of the Company constituting the Required Stockholder Votes adopting this Agreement, instruments approving the Merger and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactionsother transactions contemplated by this Agreement.

Agreements and Documents. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (a) original share certificates representing all Purchased Shares (or evidence of cancellation thereof or an assignment affidavit regarding missing stock certificates) and instruments of the Company Units transfer for all Purchased Shares properly executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; Purchaser (or any other Person that Purchaser nominates); (b) an Escrow Agreement in the form shareholder register (i) reflecting the conversion of Exhibit C, executed all Company Preference Shares into Company Ordinary Shares upon the Closing pursuant to the Conversion Event and reflecting the Secondary Share Purchase by Purchaser and (ii) showing that Purchaser owns all of the Seller Purchased Shares and the Escrow Agent; there are no Encumbrances on such shares; (c) a certificatespreadsheet containing the following information (such spreadsheet, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Sellers’ Consideration Spreadsheet”): (i) (A) the aggregate amount of all Company Compliance Certificate”); Transaction Expenses, together with a detailed breakdown thereof specifying for each such Company Transaction Expense the dollar amount thereof (ddetermined using the Specified Exchange Rate, as applicable) and whether it has already been paid or remains to be paid, (B) the Deductible Company Transaction Expense Amount, (C) the Closing Consideration Certificate; Debt Amount, (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale Transaction Bonus Amount, (E) the Deductible Transaction Bonus Amount, (F) the Specified Warrant Cancelation Payment Amount, (G) the Fully Diluted Share Number, (H) the Price Per Secondary Share, (I) the Purchaser Secondary Ownership Percentage, (J) the Apportioned Litigation Reserve Amount, (K) the Aggregate Repurchase Price, (L) the Secondary Specified Fraction and other documents referenced in Section 1.6(b)(M) the Secondary Allocation Gross-Up Factor; (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactions.

Agreements and Documents. Purchaser Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; (b) an : Indemnification Escrow Agreement substantially in the form of Exhibit C6.5(a), executed by Parent, the Escrow Agent identified in Exhibit B, the Designated Stockholders and the Stockholders' Agent (the "Indemnification Escrow Agreement"); Voting Agreement substantially in the form of Exhibit 6.5(b), executed by the Seller requisite number of Stockholders; fully executed offer letters from not less than four of the Company employees identified on Exhibit 5.6; confidential invention and assignment agreements, reasonably satisfactory in form and content to Parent, executed by all employees of the Company and by all consultants and independent contractors to the Company to the extent that these employees, consultants and independent contractors have not already signed such agreements or such agreements signed by these employees, consultants and independent contractors are not effective; a certificate delivered by the Company to Parent pursuant to which the Company represents and warrants to Parent that attached to such certificate are resolutions duly adopted by the unanimous consent of the Board of Directors and the Escrow Agent; (c) requisite number of Stockholders of the Company adopting this Agreement and authorizing and approving the transactions contemplated by this Agreement; a certificatelegal opinion of Pillsbury Winthrop LLP, dated as of the Closing Date, signed on behalf substantially in the form of Exhibit 6.5(f); the statement referred to in Section 5.7(a), executed by the Company substantially in the form of Exhibit 6.5(g); a certificate executed by the Designated Stockholders and containing the representation and warranty of each Designated Stockholder that each of the Company by the Chief Executive Officer applicable representations and the Chief Financial Officer warranties set forth in Section 2 is accurate in all respects as of the Company representing Closing Date as if made on the Closing Date and warranting after reasonable investigation that the conditions set forth in Section 6.1 Sections 6.1, 6.2, 6.3 and Section 6.2 6.4 have been duly satisfied (the “Company Compliance Certificate”); (d) the Closing Consideration Certificate; (e) satisfied; a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full written resignation of all directors of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”)Company, together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated effective as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Effective Time; Disbursement Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company substantially in the form attached hereto as of Exhibit F; (l6.5(j), requiring any Stockholder receiving Cash Consideration pursuant to this Agreement to surrender such Stockholder's Company stock certificate(s) Written Action in exchange for such disbursement, providing for the disbursement of the Board of Governors of fees and expenses identified in Section 5.9 and Schedule 5.9, and providing an acknowledgement by the Company authorizing Stockholder tendering such stock certificate(s) and receiving such disbursement that he, she or it is bound by this AgreementAgreement including, without limitation, the Related Agreements and the Contemplated Transactions; (mrequirement contained in Section 1.3(b) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior relating to the Closing for the purpose Indemnification Escrow Amount; and all Common Stock certificates of consummating the Contemplated TransactionsStockholders shall be cancelled.

Agreements and Documents. Purchaser BackWeb shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment Copies of resolutions of the Company Units executed by Board of Directors of Seller, authorizing the Seller execution, delivery and a copy performance of this Agreement and the membership ledger evidencing the assignment of the Company Units in favor of Purchaser;transactions contemplated hereby. (b) an Escrow Agreement The Employment Agreements in the form of Exhibit CD, executed by the Seller and the Escrow Agentindividuals identified on Exhibit C; (c) a certificateNon-competition Agreements in the form of Exhibit E, dated as of the Closing Date, signed on behalf of the Company executed by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”)individuals identified on Exhibit C; (d) confidential invention and assignment agreements, reasonably satisfactory in form and content to BackWeb, executed by all of the Closing Consideration CertificateSeller's (1) employees, (2) former employees, (3) consultants and independent contractors, and (4) former consultants and former independent contractors that work or have worked in the Business who have not already signed such agreement; provided that no such agreements will be required of the Persons identified in clauses (2), (3) and (4) whose jobs or services provided did not materially relate to the Purchased Assets; (e) a payoff letter, fully executed Escrow Agreement (the "ESCROW AGREEMENT") in form and substance reasonably satisfactory to Purchasercounsel for BackWeb and counsel for the Seller, from Heartland to Purchaserwhich shall contain, without limitation, provisions regarding the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); following: (i) evidence that the Second Member Control Agreement release of the Company dated August 19Escrow Payment and of $1,350,000 worth of shares of the Escrow Shares upon the termination of a twelve (12) month period commencing on the Closing Date, 2003 provided that (a) the Purchaser has successfully retained the services of the Key Employees for such period (unless either of the Key Employees has become incapacitated at any time following the Closing, in which case this condition shall be deemed to have been terminated satisfied with respect to such Key Employee), and (b) no liability to claim for indemnification has been filed (unless being already settled) with the Company; Escrow Agent during such period; (jii) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement release of the Company in the form attached hereto as Exhibit F; (l) Written Action remaining $1,550,000 worth of shares of the Board Escrow Shares upon termination of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to a 24 month period commencing on the Closing for the purpose of consummating the Contemplated Transactions.Date, provided that

Agreements and Documents. Purchaser shall Company will have received the following agreements and documents, each of which shall will be in full force and effect: (a) an assignment of the Company Units a certificate executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; (b) an Escrow Agreement in the form of Exhibit C, executed by the Seller and the Escrow Agent; (c) a certificate, dated as of the Closing Date, signed on behalf of the Company Parent by the its Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation confirming that the conditions set forth in Section 6.1 Sections 6.1, 6.2, 6.3, 6.5, 6.6 and Section 6.2 6.7 have been duly satisfied satisfied; (b) a Joint or Singular Company Board of Director’s and Company Majority Shareholders’ Written Consent to Merger, among other provisions thereof, in the “form of Exhibit 5.4(b) executed by all members of Company Compliance Certificate”Board of Directors and all of Company Majority Shareholders; (c) resolutions of the Boards of Directors of Parent and of Merger Subsidiary, certified by the secretary of Parent, approving the transactions contemplated by this Agreement (by Parent as a Party and as the sole shareholder of Merger Subsidiary), including the Merger, the issuance of the Merger Consideration and the matters referred to in Section 1.8(b) of this Agreement or as otherwise required to complete the transactions contemplated hereby; (d) a Company Shareholders’ Representations and Warranties executed by all Company Shareholders owning Company Common Stock and being entitled to receive Parent Common Stock under the Merger, approving the Merger and agreeing, among other provisions thereof, to a minimum holding period of such Parent Common Stock of the greater of the holding period required by SEC Rule 144 or twelve (12) months from the Effective Date, which, if not executed and delivered by the respective Company Shareholders to Parent within thirty (30) days of the Dissenters’ Notice to Company Shareholders required by Section 16-10a-1322 of the Utah Act (assuming the Merger is first approved by the Company Majority Shareholders and the Closing Consideration Certificate; (e) a payoff letter, in form has taken place and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”there is an Effective Date), together with termination statements will automatically result in the exercise of Dissenters’ Rights by any of Company Shareholders for any failure on the part of any such holder to execute and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇deliver this instrument, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as of Exhibit F5.4(c); (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactions.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units Noncompetition Agreements, duly executed by the Seller Persons mutually agreed to by Parent and a copy of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserCompany; (b) an Escrow Agreement Release Agreements, substantially in the form of Exhibit CD (the “Releases”), duly executed by the Seller Persons mutually agreed to by Parent and the Escrow AgentCompany; (c) a certificate, dated as of the Closing Date, signed certificate duly executed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer chief executive officer of the Company representing and warranting after reasonable investigation containing the representation and warranty of the Company that the conditions set forth in Section 6.1 Sections 6.1, 6.2 and Section 6.2 6.4 have been duly satisfied (the “Company Compliance Closing Certificate”); (d) a certificate (the Closing “Merger Consideration Certificate; (e) a payoff letter”), in form and substance reasonably satisfactory to PurchaserParent, from Heartland to Purchaserduly executed on behalf of the Company by the chief executive officer and chief financial officer of the Company, containing the Seller following information and the Acquired Companies setting forth representation and warranty of the amount necessary to repay in full Company that all of such information is accurate and complete (and in the obligations case of Seller dollar amounts, properly calculated) as of the Closing: (i) (A) the aggregate amount, as of immediately prior to the Closing, of all unpaid Company Transaction Expenses; (B) the Net Working Capital and all amounts used in calculating the Net Working Capital; (C) the Working Capital Shortfall Amount, if any; (D) the Working Capital Surplus Amount, if any; (E) the Cash, (F) the Cash Items, (G) the Cash Surplus Amount, if any, (H) the Cash Shortfall Amount, if any, (I) the Adjusted Transaction Value; (J) the Fully Diluted Company Share Number; (K) the Per Share Escrow Amount with respect to each share of Outstanding Capital Stock and each share of Capital Stock subject to an Outstanding Vested Option; (L) the Per Share Amount; and (M) the Specified Fraction with respect to each share of Outstanding Capital Stock and each share of Capital Stock subject to an Outstanding Vested Option; (ii) with respect to each Person who is a stockholder of the Company immediately prior to the Effective Time: (A) the name and address of record and email address (to the extent available) of each such stockholder; (B) the number of shares of Outstanding Capital Stock of each class and series held by each such stockholder; (C) the consideration that each such stockholder is entitled to receive pursuant to Section 1.5 (on a certificate-by-certificate basis); (D) the Pro Rata Share and the Acquired Companies owing cash amount to Heartland and including a release of all be withheld as part of the Encumbrances existing in favor of Heartland in and Escrow Amount with respect to the assets shares of Outstanding Capital Stock held by each such stockholder pursuant to Section 1.5(c); (E) the Pro Rata Shares and the cash amount to be withheld as part of the Seller Securityholders’ Agent Amount with respect to the shares of Outstanding Capital Stock held by each such stockholder pursuant to Section 1.5(d); and (F) the net cash amount to be paid to each such stockholder by the Payment Agent upon surrender of such stockholder’s Company Stock Certificates in accordance with Section 1.8 (after deduction of any amounts to be withheld as part of the Escrow Amount and the Acquired Companies Securityholders’ Agent Amount by such stockholder and any Taxes to be withheld in accordance with Section 1.8(h)); (the “Heartland Payoff Letter”), together iii) with termination statements and other documentation evidencing the termination by Heartland respect to each Outstanding Vested Option (after giving effect to any exercises of its Encumbrances in and Options prior to the properties Effective Time): (A) the name and assets address of record of the Seller holder thereof and email address (to the extent available); (B) the exercise price per share and the number, class and series of shares of Capital Stock subject to such Outstanding Vested Option; (C) the consideration that the holder of such Outstanding Vested Option is entitled to receive pursuant to Section 1.6(a); (D) the Pro Rata Share and the cash amount to be withheld as part of the Escrow Amount with respect to the shares of Capital Stock subject to such Outstanding Vested Option pursuant to Section 1.6(a); (E) the total amount of Taxes to be withheld in accordance with Section 1.8(h) from the consideration that the holder of such Outstanding Vested Option is entitled to receive pursuant to Section 1.6(a); and (F) the net cash amount to be paid to the holder of such Outstanding Vested Option (after deduction of amounts to be withheld as part of the Escrow Amount by such holder and any Taxes to be withheld in accordance with Section 1.8(h)) pursuant to Section 1.6(a); (iv) with respect to each Warrant that is unexercised immediately prior to the Effective Time: (A) the name and address of record of the holder thereof and email address (to the extent available); (B) the exercise price per share and the number, class and series of shares of Capital Stock subject to such Warrant; (C) the consideration that the holder of such Warrant is entitled to receive pursuant to Section 1.6(c); (D) the Pro Rata Share and the cash amount to be withheld as part of the Escrow Amount with respect to the shares of Capital Stock subject to such Warrant pursuant to Section 1.6(c); and (E) the net cash amount to be paid to the holder of such Warrant (after deduction of amounts to be withheld as part of the Escrow Amount by such holder) pursuant to Section 1.6(c); (e) the written resignations described in Section 4.9 of each officer and director of each Acquired Companies.Company; (f) a legal opinion the Certificate of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇Merger, LLP, in substantially duly executed by the form attached hereto as Exhibit DCompany; (g) FIRPTA documentationwritten acknowledgments pursuant to which the Acquired Companies’ outside legal counsel and any financial advisor, including FIRPTA Notification Lettersaccountant or any other Person who performed services for or on behalf of any Acquired Company, or who is otherwise entitled to any fees, compensation or reimbursement from any Acquired Company, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2connection with this Agreement, dated as any of the Closing Date transactions contemplated by this Agreement or otherwise, acknowledges: (i) the total amount of fees, costs and executed expenses of any nature that is payable or has been paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (ii) that it has been paid in full and is not (and will not be) owed any other amount by any Acquired Company with respect to this Agreement or the Seller and Agri-Energy L.P., respectivelytransactions contemplated by this Agreement or otherwise; (h) the bills of sale and other documents referenced in Section 1.6(b)FIRPTA Statement executed by the Company; (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company;Pay Off Letters; and (j) evidence that all Contracts between certificates of good standing (or equivalents thereof) from the Company Secretary of State of the State of Delaware and any from each other Acquired Company or jurisdiction set forth in Section 2.1(a) of the Seller shall have been terminated with no liability or obligation Disclosure Schedule as to the Company; good standing (kor equivalent thereof) an Amended and Restated Operating Agreement of the Company Acquired Companies in the form attached hereto as Exhibit F; (l) Written Action such jurisdiction and payment of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactionsall applicable Taxes.

Agreements and Documents. Purchaser Netivation shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment a legal opinion from counsel for ▇▇▇▇▇▇, USCH and the Stockholders, substantially in the form of the Company Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserEXHIBIT E1; (b) an Escrow Agreement Consulting Agreements, substantially in the form forms of Exhibit CEXHIBIT F1 and F2, executed by the Seller ▇▇▇▇ ▇▇▇▇▇▇ and the Escrow Agent▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (c) the Escrow Agreement, substantially in the form of EXHIBIT G; (d) a certificateTax Representation Letter executed by ▇▇▇▇▇▇ and USCH; (e) a Prospective Offeree Questionnaire substantially in the form of EXHIBIT H executed by each Stockholder; (f) written resignations of all officers and directors of USCH, dated effective as of the Closing Date, signed on behalf ; (g) a certificate executed by each of the Company Stockholders containing the representation and warranty of each such Stockholder that (i) each of the representations and warranties made by the Chief Executive Officer ▇▇▇▇▇▇, USCH and the Chief Financial Officer Stockholders in this Agreement is accurate in all material respects as of the Company representing Closing Date as if made on the Closing Date and warranting after reasonable investigation that (ii) the conditions set forth in this Section 6.1 and Section 6.2 6 have been duly satisfied (the “Company Compliance "Stockholders' Closing Certificate”"); (d) the Closing Consideration Certificate; (eh) a payoff letter, in form certificate executed by ▇▇▇▇▇▇ and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, USCH containing the Seller representation and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion warranty of ▇▇▇▇▇▇ & and USCH that (i) each of the representations and warranties made by ▇▇▇▇▇▇ and USCH in this Agreement are accurate in all material respects as of the Closing Date as if made on the Closing Date and (ii) the conditions set forth in this Section 6 have been duly satisfied; and (i) such other documents, to the extent such documents are reasonably available or should be reasonably available, as Netivation may reasonably request in good faith for the purpose of (i) evidencing the accuracy of any representation or warranty made by ▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company USCH or the Seller shall have been terminated with no liability Stockholders, (ii) evidencing the compliance by ▇▇▇▇▇▇, USCH or the Stockholders with, or the performance by ▇▇▇▇▇▇, USCH or the Stockholders of, any covenant or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company set forth in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, (iii) evidencing the Related Agreements and compliance with any applicable federal or state securities law, (iv) evidencing the Contemplated Transactions; satisfaction of any condition set forth in this Section 6 or (mv) Written Action otherwise facilitating the consummation or performance of Seller as sole member any of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactions.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units employment agreement executed by the Seller ▇▇▇▇▇▇ ▇▇▇▇, in form and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchasersubstance reasonably satisfactory to Parent; (b) an the Lockup Agreements in the form of Exhibit D, executed concurrently with the execution and delivery of this Agreement by ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, Braemar Energy Ventures LP, ▇▇▇▇▇▇▇ River Partnership XII, LP, CRV XII Affiliates Fund, LP, Rho Ventures IV (QP) LP, Rho Ventures IV GmbH & Co. Beteiligungs KG, Rho Ventures IV LP, Rho Management Trust I and ▇▇▇▇▇▇ Ventures I, LP, shall remain in full force and effect; (c) The Escrow Agreement in the form of Exhibit CE, executed by the Seller Escrow Agent and the Escrow AgentCompany Stockholders’ Representative; (cd) a certificatewritten resignations of the directors of the Company and each Company Subsidiary identified in Part 7.4(d) of the Company Disclosure Schedule, dated effective as of the Closing Date, Effective Time; (e) a certificate signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 7.1 and Section 6.2 7.2 have been duly satisfied (the “Company Compliance Certificate”); (df) a certificate signed by the Chief Financial Officer of the Company (i) certifying the capitalization of the Company as of the Closing Consideration CertificateDate, (ii) attaching a true and complete copy of the final Debt Schedule and Closing Debt Balance, and (iii) certifying the Debt Schedule and the amount of the Closing Debt Balance, if any, and setting forth the components of such amount in reasonable detail; (eg) certificates of good standing (or equivalent documentation) of the Company in its jurisdiction of organization and the various foreign jurisdictions in which it is qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of resolutions of the board of directors of the Company authorizing the execution of this Agreement and the consummation of the transactions contemplated by this Agreement to be performed by the Company; (h) a payoff letterwritten opinion from ▇▇▇▇▇▇ Godward Kronish LLP, in form and substance reasonably satisfactory counsel to PurchaserParent, from Heartland to Purchaserthe effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; provided that if Cooley Godward Kronish LLP does not render such opinion, the Seller this condition shall nonetheless be deemed satisfied if ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP renders such opinion to Parent (it being agreed that Parent and the Acquired Companies setting forth Company shall each provide reasonable cooperation, including making reasonable and customary representations, to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP or ▇▇▇▇▇▇ Godward Kronish LLP, as the amount necessary case may be, to repay enable them to render such opinion and that counsel shall be entitled to rely on such representations and such assumptions as they deem appropriate in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”rendering such opinion), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies.; and (fi) a legal an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇ LLP, in substantially the form of which is attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactions.F.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment fully executed escrow agreement to be entered into with the Escrow Agent setting forth the terms of the Company Units executed by Trust Shares and the Seller and a copy Escrow Shares (the “Escrow Agreement”) in the form attached hereto as Exhibit E, which shall contain, without limitation, provisions regarding the following: (i) the allocation of the membership ledger evidencing Trust Shares to the assignment Sellers and Former Option Holders in accordance with Schedule A and (ii) the release of the Company Units in favor Escrow Shares on the first anniversary of Purchaser;the Closing Date. (b) an Escrow Agreement in the form of Exhibit C, amended Employment Agreements and Nondisclosure Agreements executed by the Seller and Founders (to reflect the Escrow Agentterms of the letter exchanged between the Parties on the date hereof); (c) a certificateconfidential invention and assignment agreements, reasonably satisfactory in form and content to Parent, executed by all employees of the Target Companies and by all consultants and independent contractors to the Company and Target Companies who have not already signed such agreements; (d) legal opinion from Gross, Kleinhendler, Hodak, Halevy and ▇▇▇▇▇▇▇▇▇ (“Company Israeli Counsel”), in the form attached hereto as Exhibit F, and addressed to the Parent and dated as of the Closing Date; (e) a certificate executed by: (i) two officers of the Target Companies), signed (ii) the Sellers and (iii) each Founder and on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer each Seller, all certifying that each of the Company representing representations and warranting after reasonable investigation warranties set forth in Section 2 is accurate in all material respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in Section 6.1 and Section 6.2 6 have been duly satisfied (the “Company Compliance Closing Certificate”); (df) Lock-up agreements executed by the Closing Consideration Certificate; (e) a payoff letter, Sellers in the form and substance reasonably satisfactory to Purchasercounsel for Parent which shall contain terms and conditions standard and customary in transactions of this nature, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release six (6) month restriction on the sale, pledge, assignment, transfer or disposition of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination Ordinary Shares by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit Dsuch Seller; (g) FIRPTA documentationwritten resignations of all directors of the Target Companies including from any committee thereof, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated effective as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively;Date; and (h) certificates representing all of the bills of sale and other documents referenced in Section 1.6(b);Target Shares accompanied by share transfer deeds duly executed for transfer to the Parent by the Seller. (i) evidence that the Second Member Control Agreement written waivers from each of the Company dated August 19, 2003 shall have been terminated with no liability Former Option Holders of any right to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement acquire shares of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Israeli Target Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactions.

Agreements and Documents. Purchaser Seller shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment a list, certified as accurate as of a date reasonably close to the Company Units executed Closing Date, setting forth the names of (i) the stockholders of Purchaser and the number of shares of capital stock owned of record by each such stockholder, and (ii) the Seller names of all holders of rights to acquire shares of capital stock of Purchaser and a copy the type of the membership ledger evidencing the assignment security, number of the Company Units in favor of Purchasershares, and purchase prices applicable to such securities; (b) an Escrow Agreement in the form of Exhibit Ca legal opinion from counsel for Purchaser, executed by the Seller and the Escrow Agentreasonably acceptable to Seller; (c) a certificate, dated certificate executed by Purchaser containing the representation and warranty that (i) each of the representations and warranties made by Purchaser in this Agreement are accurate in all material respects as of the Closing Date, signed Date as if made on behalf of the Company by the Chief Executive Officer Closing Date and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that (ii) the conditions set forth in this Section 6.1 and Section 6.2 6 have been duly satisfied (the “Company Compliance Certificate”)satisfied; (d) a Schedule 6.5(d), certified as accurate as of the Closing Consideration CertificateDate listing all of Purchaser's material liabilities; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release resignations of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”)Purchasers current board directors, together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of than ▇▇▇▇▇▇ & ▇. ▇▇▇▇; (f) an agreement in writing, reasonably acceptable to Seller, executed by ▇▇▇▇▇▇ ▇. ▇▇, LLP, ▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇ in substantially the form attached hereto which ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇ agree to lock up all shares of common stock of Purchaser owned by them as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); follows: (i) evidence that all shares shall be locked up for the Second Member Control Agreement first 30 days after the Closing Date, and (ii) during the following 5 months, an aggregate of the Company dated August 19, 2003 150,000 shares shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Companybe released from lock up; and (og) such other documents, instruments and certificates to the extent such documents are reasonably available or should be reasonably available, as Purchaser Seller may reasonably request no later than five Business Days prior to the Closing in good faith for the purpose of consummating (i) evidencing the Contemplated Transactionsaccuracy of any representation or warranty made by Purchaser, (ii) evidencing the compliance by Purchaser with, or the performance by Purchaser of, any covenant or obligation set forth in this Agreement, (iii) evidencing the compliance with any applicable federal or state securities law, (iv) evidencing the satisfaction of any condition set forth in this Section 6 or (v) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.

Agreements and Documents. The Purchaser shall have received the following agreements and documentsitems from the Vendor, each of which which, to the extent applicable, shall be in full force and effect: (ai) an assignment the Purchaser shall have been assigned the Company’s Contracts to the extent such Contracts are included in the Purchased Assets; subject to Section 3.1(d)(iii), it being understood that this condition solely relates to the failure to assign a Contract for lack of Consent only in respect of those Contracts listed in Schedule 3.1(1)(d)(iii); (ii) the Company shall have received, and shall be continuing to receive, all supply of Inventory in the Ordinary Course, in a manner consistent with the understandings established in new and existing supply agreements; (iii) all Consents to assign the Contracts listed in Schedule 3.1(1)(d)(iii), unless the requirement to receive such Consent has been waived by the Purchaser in its sole discretion, or the Vendor has delivered a written undertaking to obtain such Consent within a reasonable delay following the Closing; (iv) the Purchaser shall be satisfied, acting reasonably, that the Vendor has no material issues with respect to Health Canada regulatory matters that cannot be resolved with good faith efforts and cooperation of the Parties, and that no material issues with respect to Health Canada regulatory matters shall arise as a result of the transactions contemplated hereby; (v) a recent certificate of status or similar certificate with respect to the Company, issued by the appropriate Governmental Authority of its jurisdiction of incorporation; (vi) certified copies of (i) the constating documents and by-laws of the Company; and (ii) the resolutions of the shareholders and the sole director of the Company Units executed by consenting to the Seller and a copy transfer of the membership ledger evidencing Purchased Assets pursuant to the assignment terms of the Agreement; (vii) a certificate of an officer of the Company Units in favor confirming that there are no known or reported Liabilities of Purchaser; (b) an Escrow Agreement in the form of Exhibit C, executed by the Seller and the Escrow Agent; (c) a certificate, dated Company current or outstanding as of the Closing DateTime, signed on behalf which Liabilities could be attached to the Purchased Assets or the Purchaser, save for Accrued Liabilities, Excluded Liabilities and liabilities owing to Governmental Authorities (such as HST or source deductions), trade payables, salaries or other accruals incurred in the Ordinary Course and not yet due, and amounts in respect of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”)capital lease obligations; (d) the Closing Consideration Certificate; (eviii) a payoff letter, certificate from the Vendor confirming the covenants in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, this Agreement made by the Seller Vendor and the Acquired Companies setting forth the amount necessary to repay representations and warranties in full Article 4 of this Agreement are true and correct in all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto material respects as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of at the Closing Date and executed by the Seller Closing Time (except those representations and Agri-Energy L.P.warranties that address matters only as of a specified date, respectivelythe accuracy of which shall be determined as of that specified date in all material respects; and those representations and warranties in respect of Vendor Fundamental Representations, each of which must be true and correct in all respects); it being understood that the Vendor shall be entitled to deliver updated Schedules to this Agreement at Closing; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (jix) evidence that all Contracts between Encumbrances against the Company and any other Acquired Company or the Seller shall Purchased Assets have been terminated with no liability or obligation to the Companyreleased and discharged; (kx) an Amended a general conveyance and Restated Operating Agreement assumption of liabilities agreement, duly executed by the Company in the form attached hereto as Exhibit FVendor; (lxi) Written Action physical possession of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Companytangible Purchased Assets; and (oxii) such other documents, instruments the Company shall have delivered the Financial Statements and certificates as Purchaser may reasonably request no later than five Business Days prior the Books and Records to the Closing for Purchaser, to the purpose of consummating extent such Financial Statements and Books and Records relate to the Contemplated TransactionsPurchased Assets.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment a certificate of the Company’s Secretary in form and substance reasonably acceptable to Parent, attesting to, and attaching thereto: (i) the Company’s articles of incorporation as in effect at the time of the Closing, (ii) the Company’s bylaws as in effect at the time of the Closing; (iii) the incumbency of the Company’s officers executing this Agreement and the other agreements and documents executed in connection with the Merger, (iv) resolutions of the board of directors and stockholders of the Company Units executed by authorizing the Seller and a copy consummation of the membership ledger evidencing Merger and the assignment transactions associated therewith, and (v) a good standing certificate with respect to the Company from the Secretary of State of the State of Delaware and any other jurisdiction in which the Company Units in favor of Purchaseris qualified to do business, dated no more than five (5) days prior to the Closing; (b) an Escrow Agreement in written evidence of termination of the form Company Stockholder Agreements (i.e., signatures of Exhibit C, executed by the Seller Company and the Escrow Agentother parties to such Company Stockholder Agreements that are required for termination); (c) a certificatean executed payoff letter from all lenders with respect to Company Debt, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer addressed to Parent and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to PurchaserParent, from Heartland to Purchaserand validly executed termination statements under the Uniform Commercial Code and any other applicable Legal Requirement, in recordable form, and other instruments as may be reasonably requested by Parent, in each case, evidencing the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release extinguishment of all of the security interests and other Encumbrances existing in favor of Heartland in and related to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland Company or any of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit Dassets; (gd) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectivelyLicense Agreement; (he) an executed payoff letter from counsel to the bills Company, addressed to Parent and in form and substance reasonably satisfactory to Parent, confirming receipt of sale all amounts owed by the Company to such counsel in respect of the transactions contemplated hereby and other documents referenced in Section 1.6(b); (i) evidence agreeing that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability does not owe any further amounts to counsel to the Company; (jf) evidence that written resignations of all Contracts between the Company officers and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement directors of the Company in to the form attached hereto extent requested by Parent, effective as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the CompanyEffective Time; and (og) such other documentscertificates and agreements as reasonably requested by Parent and delivered by or on behalf of the Company at Closing, instruments in form and certificates as Purchaser may substance reasonably request no later than five Business Days prior acceptable to the Closing for the purpose of consummating the Contemplated TransactionsParent.

Agreements and Documents. The Purchaser shall have received the following agreements and documentsitems from the Vendor, each of which which, to the extent applicable, shall be in full force and effect: (ai) an assignment the Purchaser shall have been assigned the Company’s Contracts to the extent such Contracts are included in the Purchased Assets; subject to Section 3.1(e)(iii), it being understood that this condition solely relates to the failure to assign a Contract for lack of Consent only in respect of those Contracts listed in Schedule 3.1(e)(iii); (ii) the Company shall have received, and shall be continuing to receive, all supply of Inventory in the Ordinary Course, in a manner consistent with the understandings established in new and existing supply agreements; (iii) all Consents to assign the Contracts listed in Schedule 3.1(e)(iii), unless the requirement to receive such Consent has been waived by the Purchaser in its sole discretion, or the Vendor has delivered a written undertaking to obtain such Consent within a reasonable delay following the Closing; (iv) the Purchaser shall be satisfied, acting reasonably, that the Vendor has no material issues with respect to Health Canada regulatory matters that cannot be resolved with good faith efforts and cooperation of the Parties, and that no material issues with respect to Health Canada regulatory matters shall arise as a result of the transactions contemplated hereby; (v) a recent certificate of status or similar certificate with respect to the Company, issued by the appropriate Governmental Authority of its jurisdiction of incorporation; (vi) certified copies of (i) the constating documents and by-laws of the Company; and (ii) the resolutions of the shareholders and the sole director of the Company Units executed by consenting to the Seller and a copy transfer of the membership ledger evidencing Purchased Assets pursuant to the assignment terms of the Agreement; (vii) a certificate of an officer of the Company Units in favor confirming that there are no known or reported Liabilities of Purchaser; (b) an Escrow Agreement in the form of Exhibit C, executed by the Seller and the Escrow Agent; (c) a certificate, dated Company current or outstanding as of the Closing DateTime, signed on behalf which Liabilities could be attached to the Purchased Assets or the Purchaser, save for Excluded Liabilities and liabilities owing to Governmental Authorities (such as HST or source deductions), trade payables, salaries or other accruals incurred in the Ordinary Course and not yet due, and amounts in respect of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”)capital lease obligations; (d) the Closing Consideration Certificate; (eviii) a payoff letter, certificate from the Vendor confirming the covenants in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, this Agreement made by the Seller Vendor and the Acquired Companies setting forth the amount necessary to repay representations and warranties in full Article 4 of this Agreement are true and correct in all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto material respects as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of at the Closing Date and executed by the Seller Closing Time (except those representations and Agri-Energy L.P.warranties that address matters only as of a specified date, respectivelythe accuracy of which shall be determined as of that specified date in all material respects; and those representations and warranties in respect of Vendor Fundamental Representations, each of which must be true and correct in all respects); it being understood that the Vendor shall be entitled to deliver updated Schedules to this Agreement at Closing; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (jix) evidence that all Contracts between Encumbrances against the Company and any other Acquired Company or the Seller shall Purchased Assets have been terminated with no liability or obligation to the Companyreleased and discharged; (kx) an Amended a general conveyance and Restated Operating Agreement assumption of liabilities agreement, duly executed by the Company in the form attached hereto as Exhibit FVendor; (lxi) Written Action physical possession of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Companyany tangible Purchased Assets; and (oxii) such other documents, instruments the Company shall have delivered the Financial Statements and certificates as Purchaser may reasonably request no later than five Business Days prior the Books and Records to the Closing for Purchaser, to the purpose of consummating extent such Financial Statements and Books and Records relate to the Contemplated TransactionsPurchased Assets.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; (b) an Escrow Agreement in the form of Exhibit CD, executed by the Seller Escrow Agent and the Escrow AgentStockholders’ Representative; (b) a General Release in the form of Exhibit E executed by each of the Key Stockholders of the Company and each of the Company’s officers and directors (other than those that are Key Stockholders); (c) a certificateProprietary Rights Agreement in the form of Exhibit F, dated executed by each Continuing Employee; (d) an offer letter in the standard form of Parent executed by each Key Employee set forth on Exhibit B; (e) written resignations of all officers and directors of the Company, effective as of the Closing Date, Effective Time; (f) a certificate signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer President of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 7.1, Section 7.2 and Section 6.2 7.4 have been duly satisfied (the “Company Compliance Certificate”); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (fg) a legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇, LLP, ▇▇▇▇ & Dodge LLP in substantially the form attached hereto as of Exhibit DG; (gh) FIRPTA documentation, including FIRPTA Notification Letters, a certificate signed by the President of the Company certifying to his knowledge the accuracy in substantially all respects of the form attached hereto as Exhibit E-1 and Exhibit E-2Merger Consideration Spreadsheet; (i) a certificate, dated as of the Closing Date and executed Date, signed by the Seller and Agri-Energy L.P., respectively; (h) Secretary of the bills of sale and other documents referenced in Section 1.6(b); Company (i) evidence attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (ii) certifying that attached thereto are true and correct copies of actions by written consent or resolutions duly approved by the Second Member Control Agreement board of directors and stockholders of the Company dated August 19which authorize and approve the execution, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company delivery and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement performance of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements consummation of the transactions contemplated hereby, including the Merger (iv) certifying that there are no proceedings for the dissolution or liquidation of the Company, and (v) certifying the Contemplated Transactions; (m) Written Action incumbency, signature and authority of Seller as sole member the officers of the Company authorizing authorized to execute, deliver and perform this Agreement, the Agreement and all Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, executed or to confirm that the Seller owns 100% of the equity interests of be executed by the Company; and (oj) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days a Payoff Letter in the form of Exhibit J executed by each Person for whom Company Merger Costs are outstanding immediately prior to the Closing for (the purpose of consummating the Contemplated Transactions“Payoff Letters”).

Agreements and Documents. Purchaser The Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units a certificate executed by an officer of Parent and containing the Seller representation and a copy warranty of the membership ledger evidencing the assignment Parent that each of the Company Units in favor of Purchaser; (b) an Escrow Agreement in the form of Exhibit C, executed by the Seller and the Escrow Agent; (c) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 Sections 8.1 and Section 6.2 8.2 have been duly satisfied (the “Company Compliance Parent Closing Certificate”); (b) a certificate of Parent’s Secretary in form and substance reasonably acceptable to the Company, attesting to, and attaching thereto: (i) Parent’s Certificate of Incorporation as in effect at the time of the Closing, (ii) Parent’s bylaws as in effect at the time of the Closing; (iii) the incumbency of Parent’s officers executing this Agreement and the other agreements and documents executed in connection with the Merger, (iv) resolutions of the board of directors and stockholders of Parent authorizing the consummation of the Merger and the transactions associated therewith, and (v) a good standing certificate with respect to Parent from the Secretary of State of the State of Delaware, dated no more than five (5) days before the Closing; (c) a certificate of Merger Sub’s Secretary in form and substance reasonably acceptable to the Company, attesting to, and attaching thereto: (i) Merger Sub’s Certificate of Incorporation as in effect at the time of the Closing, (ii) Merger Sub’s bylaws as in effect at the time of the Closing; (iii) the incumbency of Merger Sub’s officers executing this Agreement and the other agreements and documents executed in connection with the Merger, (iv) resolutions of the board of directors and stockholders of Merger Sub authorizing the consummation of the Merger and the transactions associated therewith, and (v) a good standing certificate with respect to Merger Sub from the Secretary of State of the State of Delaware, dated no more than five (5) days before the Closing; (d) the Closing Consideration CertificateParent Stockholders’ Agreement Amendment, executed by Parent and such other parties as may be necessary to amend the Parent Stockholders’ Agreement; (e) a payoff letterthe Parent Registration Rights Agreement Amendment, executed by Parent and such other parties as may be necessary to amend the Parent Registration Rights Agreement; (f) the Escrow Agreement, executed by Parent and the Escrow Agent; and (g) such other certificates and agreements as reasonably requested by the Company and delivered by or on behalf of Parent or Merger Sub at Closing, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability acceptable to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactions.

Agreements and Documents. Purchaser The Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment the Employment Agreements executed by each of the Company Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units employees listed in favor of PurchaserExhibit I attached hereto; (b) an Escrow the Retention Agreement in executed by the form of Exhibit CCompany and each Key Employee; (c) the Retention Agreement Side Letter; (d) the Lease Amendment, executed by Epistar Corporation; (e) the Seller Escrow Agreement executed by the Stockholders’ Representative on behalf of the Selling Stockholders and the Escrow Agent; (cf) a certificate, dated as of the Closing Date, certificate signed on behalf of the Company Selling Stockholders by the Chief Executive Officer and the Chief Financial Officer of the Company Stockholders’ Representative representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (fg) a legal opinion of ▇▇▇▇▇▇ PuHua & ▇▇▇▇▇▇▇, LLP, Associates in substantially the form attached hereto as of Exhibit DF; (gh) FIRPTA documentationthe Promissory Note executed by the Company; (i) the Proxy executed by each Selling Stockholder; (j) a valid power of attorney executed and delivered by each of the Selling Stockholders authorizing the Stockholders’ Representative to, including FIRPTA Notification Lettersamong other matters, in substantially the form attached hereto as Exhibit E-1 execute and Exhibit E-2deliver this Agreement; (k) a certificate, dated as of the Closing Date and executed Date, signed by the Seller and Agri-Energy L.P., respectively; (h) Chief Executive Officer of the bills of sale and other documents referenced in Section 1.6(b); Company (i) evidence that attaching copies of the Second Member Control Agreement Certificate of Incorporation and Bylaws, if any, and any amendments thereto, of each of the Acquired Companies, (ii) attaching a true, correct and complete copy of the stock ledger of the Company dated August 19, 2003 shall have been terminated with no liability to from the Company; date of its incorporation through the Closing Date; (jiii) evidence certifying that all Contracts between attached thereto are true and correct copies of action by written consent or resolutions duly adopted by the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement Board of Directors of the Company in which authorize and approve (A) the form attached hereto as Exhibit F; (l) Written Action execution, delivery and performance of this Agreement and the consummation of the Board transactions contemplated thereby, including the Control Share Purchase and (B) the payment of Governors the Company’s Indebtedness by the Parent or, if applicable, the Acquisition Sub and the issuance of the Promissory Note, and (iv) certifying the incumbency, signature and authority of the officers of the Company authorizing authorized to execute, deliver and perform this AgreementAgreement and all other documents, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, instruments or agreements related thereto executed or to confirm that the Seller owns 100% of the equity interests of be executed by the Company; and (ol) such other documentsresignations of each of the directors and supervisors of each Acquired Company, instruments and certificates effective as Purchaser may reasonably request no later than five Business Days prior to of the Closing for Date; provided, however, that the purpose resignation of consummating J▇▇▇▇ ▇▇▇▇ as a director of the Contemplated TransactionsCompany shall be effective immediately after the Stockholders Meeting.

Agreements and Documents. Purchaser Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit F hereto, executed by the Persons identified on Exhibit E hereto and by any other Person who could reasonably be deemed to be an assignment "affiliate" of the Company Units executed by the Seller and a copy for purposes of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserSecurities Act; (b) Employment Agreements substantially in the form of Exhibit H hereto, executed by the individuals identified on Exhibit G hereto, provided that the execution copies of each such employee's agreement have been provided to the Company no later than the close of business on November 15, 1999; (c) Noncompetition Agreements in the form of Exhibit I hereto, executed by the individuals identified on Exhibit G hereto; (d) a FIRPTA Statement in the form of Exhibit J hereto, executed by the Company: (e) Stockholder Representation Letters in the form of Exhibit D hereto, executed by each of the Merger Stockholders; (f) a Registration Rights Agreement in the form of Exhibit K hereto, executed by Merger Stockholders holding at least 93% of the outstanding shares of capital stock of the Company immediately prior to the Closing; (g) an Escrow Agreement in the form of Exhibit CC hereto, executed by the Seller Escrow Agent and Merger Stockholders holding at least 93% of the Escrow Agentoutstanding shares of capital stock of the Company immediately prior to the Closing; (ch) a certificatelegal opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇ted as of the Closing Date, in the form of Exhibit L hereto; (i) a letter from Ernst & Young LLP, dated as of the Closing Date, signed on behalf concurring with Parent's management that Parent may account for the Merger as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC (provided, however, that the condition referred to in this clause "(i)" shall not apply if the reason that Ernst & Young LLP is unable to deliver the letter referred to in this clause "(i)" is due solely to actions taken by Parent or its affiliates); (j) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date, confirming that and concurring with the Company's management's conclusion that, as of the Closing Date, no conditions exist that would preclude the Company from becoming a party to a merger accounted for as a "pooling of interests"; (k) a certificate executed by the Company and containing the representation and warranty of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.8, 6.10 and Section 6.2 6.13 have been duly satisfied (the “Company Compliance "Company's Closing Certificate”"); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action a certificate of merger executed by the Company to be filed with the Secretary of State of the Board State of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated TransactionsDelaware in accordance with Section 1.3; (m) Written Action written resignations of Seller as sole member all directors of the Company authorizing this AgreementCompany, effective as of the Related Agreements and the Contemplated Transactions;Closing Date; and (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% valid and effective termination as of the equity interests Effective Time of provisions in Contracts that provide any Person with rights of any nature with respect to the board of directors of the Company or the Subsidiary, except as provided generally by the Company; and (o) such other documents, instruments 's certificate of incorporation and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactionsbylaws or by applicable law.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit C-1, executed by the Persons identified on Exhibit C-2 and by any other Person who Parent reasonably deems to be an assignment "affiliate" of the Company Units executed by the Seller and a copy for purposes of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserSecurities Act; (b) a legal opinion of ▇▇▇▇▇▇ Godward LLP, dated as of the Closing Date, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, such counsel may rely upon the tax representation letters referred to in Section 5.3);. (c) written resignations of all directors of the Company, effective as of the Effective Time, and a General Release in the form of Exhibit E-1 shall have been executed and delivered to Parent by each director and officer of the Company; (d) an Escrow Agreement in the form of Exhibit CB, executed by the Seller Company Shareholders' Representative and the Escrow Agent; (ce) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “"Company Compliance Certificate”"); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ (acquisition counsel to the Company) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLPcorporate and securities counsel to the Company, in substantially the form attached hereto as of Exhibit DG; (g) FIRPTA documentationa consolidated balance sheet of the Company dated as of the Closing Date (the "Closing Balance Sheet"), which presents fairly, in all material respects, the financial condition of the Company on the Closing Date in conformity with GAAP, and reflects no indebtedness, including FIRPTA Notification Lettersguarantees, other than trade payables incurred in substantially the form attached hereto as Exhibit E-1 Ordinary Course of Business (provided that during the Pre-Closing Period the Company continues to pay its trade and Exhibit E-2other payables in accordance with its payment practices prior to the date of this Agreement) and other than short-term indebtedness for borrowed money drawn from the Company's existing revolving line of credit for the sole purpose of funding working capital requirements in proportion to accounts receivable growth in excess of historical growth rate for the Company's accounts receivable; (h) a certificate executed by the Chief Financial Officer of the Company certifying the Fully Diluted Company Share Amount and the Company Common Share Amount; and (i) a certificate, dated as of the Closing Date and executed Date, signed by the Seller and Agri-Energy L.P., respectively; (h) Secretary of the bills of sale and other documents referenced in Section 1.6(b); Company (i) evidence attaching copies of the Articles of Incorporation and Bylaws, and any amendments thereto, of each of the Acquired Corporations, (ii) attaching a good standing certificate of each of the Acquired Corporations, duly certified by the applicable Governmental Authority of the state of organization of the applicable Acquired Corporation, (iii) certifying that attached thereto are true and correct copies of action by written consent or resolutions duly adopted by the Second Member Control Agreement Board of Directors and shareholders of the Company dated August 19which authorize and approve the execution, 2003 shall have been terminated with delivery and performance of this Agreement and the consummation of the transactions contemplated thereby, (iv) certifying that there are no liability to proceedings for the Company; dissolution or liquidation of any of the Acquired Corporations and (jv) evidence that all Contracts between certifying the Company incumbency, signature and any other Acquired Company or authority of the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement officers of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing authorized to execute, deliver and perform this Agreement, the Related Agreements Agreement and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such all other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior or agreements related thereto executed or to be executed by the Closing for the purpose of consummating the Contemplated TransactionsCompany.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (ai) an assignment of the Company Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; (b) an Escrow Agreement in the form of Exhibit CG, executed by the Seller Escrow Agent and the Escrow AgentStockholders’ Representative; (cii) a certificateProprietary Rights Agreement in the form of Exhibit I, dated executed by each Key Employee; (iii) written resignations of all officers and directors of the Company, effective as of the Closing Date, Effective Time; (iv) a certificate signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer President of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and 7.1, Section 6.2 7.2, and, with respect to the Company, Section 7.4 have been duly satisfied (the “Company Compliance Certificate”); (dv) a certificate signed by the Closing President of the Company certifying the accuracy in all respects of the Merger Consideration CertificateSpreadsheet; (evi) a payoff letter, Employment Agreements in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as of Exhibit DC, executed by each Key Employee set forth on Exhibit B; (gvii) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2a certificate, dated as of the Closing Date and executed Date, signed by the Seller and Agri-Energy L.P., respectively; (h) Secretary of the bills of sale and other documents referenced in Section 1.6(b); Company (i) evidence attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (ii) certifying that attached thereto are true and correct copies of actions by written consent or resolutions duly approved by the Second Member Control Agreement board of directors and stockholders of the Company dated August 19which authorize and approve the execution, 2003 shall have been terminated with delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, including the Merger, and the Company Charter Amendment, (iii) certifying that there are no liability proceedings for the dissolution or liquidation of the Company and (iv) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all Related Agreements executed or to be executed by the Company; (jviii) evidence that all Contracts between Affiliate Agreements in the form of Exhibit M, executed by the Persons identified on Exhibit L and by any other Person who could reasonably be deemed to be an “affiliate” of the Company and any other Acquired Company or for purposes of the Seller shall have been terminated with no liability or obligation to the CompanySecurities Act; (kix) an Amended and Restated Operating Retention Agreement of the Company in the form attached hereto as of Exhibit FN, and the escrow agreement referenced therein, executed by each Key Employee set forth on Exhibit B; (lx) Written Action Non-Competition Agreements in the form of Exhibit O, executed by the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactionsstockholder set forth on Exhibit P; (mxi) Written Action Bridge Note Election Notices, executed by each holder of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the CompanyBridge Notes; and (oxii) such other documentsOptionee Consents in the form of Exhibit H, instruments and certificates executed by each holder of a Company Option identified in the Merger Consideration Spreadsheet as Purchaser may reasonably request no later than five Business Days prior an individual entitled to the receive a Closing for the purpose of consummating the Contemplated TransactionsOption Payment.

Agreements and Documents. Purchaser Buyer and Merger Sub shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; (b) an Escrow Agreement in the form of Exhibit C, executed by the Seller and the Escrow Agent; (ci) a certificate, dated as of the Closing Date, signed certificate executed on behalf of the Company by the its Chief Executive Officer certifying (A) the Company Articles in effect, (B) the Company Board’s resolutions approving this Agreement and the Chief Financial Officer Merger and treatment of payments to COP Participants hereunder (including reallocation), (C) evidence of the receipt of the Company representing Shareholder Approval, and warranting after reasonable investigation that (D) the conditions set forth incumbency of each of the Company’s officers authorized to sign this Agreement on behalf of the Company, in Section 6.1 a form reasonably acceptable to Buyer; (ii) the Employment Agreement shall be in full force and Section 6.2 have been duly satisfied effect (and the “Company Compliance Certificate”employee thereto stands ready, willing and able to perform with the Acquired Companies); (diii) each of the Closing Consideration CertificateNon-Competition and Non-Solicitation Agreements shall be in full force and effect; (eiv) a payoff letterthe Payoff Letters, executed by the applicable holders of Closing Indebtedness to be paid at Closing, together with any necessary UCC authorizations or other releases as may be reasonably required to evidence the satisfaction of such Closing Indebtedness and the release of all Encumbrances in connection therewith and evidence of release of all other Encumbrances (other than Permitted Encumbrances) in form and substance reasonably satisfactory acceptable to PurchaserBuyer; (v) good standing certificates (or foreign equivalents) for the Subsidiary from the Delaware Secretary of State, from Heartland dated no earlier than twenty (20) days prior to Purchaserthe Closing Date; (vi) the Closing Allocation Schedule, certified as such by the Seller and the Acquired Companies setting forth the amount necessary to repay in full all Chief Executive Officer of the obligations of Seller Company; provided, however, that such receipt shall not be deemed to be an agreement by Buyer that the Closing Allocation Schedule is accurate and shall not affect, in any manner whatsoever, any Indemnified Party’s right to indemnification, compensation or reimbursement pursuant to Section 9.2 if the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies.Closing Allocation Schedule is not accurate; (fvii) a legal opinion all Ancillary Agreements executed by the applicable parties; (viii) the Estimated Closing Statement certified by the Company’s Chief Executive Officer; 505026976.1 (ix) transfer documents duly executed by the owners of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇.▇▇▇, LLP, in substantially ▇▇▇▇▇▇▇▇▇.▇▇▇ and the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability ▇▇▇▇▇▇▇▇▇▇.▇▇▇ transferring each such domain name to the Company; (j) evidence that all Contracts between the Surviving Company and any other Acquired Company or providing for the Seller shall have been terminated with no liability or obligation Surviving Company’s full control of each such domain name post-Closing, each in a form reasonably satisfactory to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the CompanyBuyer; and (ox) such other documentsassignments of U.S. patent applications 62/088,034 and 14/959,166 from RealMatch, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior Inc. to the Closing Company, each in a form reasonably satisfactory to Buyer for purposes of filing with the purpose of consummating the Contemplated TransactionsUSPTO.

Agreements and Documents. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (i) a “good standing” certificate for the Company issued as of a date not more than 10 days before the Closing Date by the Secretary of State of the State of Arizona; (ii) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; (iii) a certificate duly executed by each Seller certifying that each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to such Seller) has been satisfied; (iv) a certificate duly executed by an assignment officer of the Company Units executed by the Seller and a copy certifying that (A) each of the membership ledger evidencing conditions specified in subsections (a) and (b) of this Section 6.02 (to the assignment extent related to the Company) and (B) subsection (c) of the Company Units in favor of Purchaserthis Section 6.02, has been satisfied; (bv) an Escrow Agreement payoff letters executed, as necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in the form of Exhibit C, executed and substance reasonably acceptable to Purchaser and shall have been provided by the Seller and Company to Purchaser at least five Business Days prior to the Escrow AgentClosing; (cvi) a certificatestatements, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing); (vii) dated as of the Closing Date, signed on behalf a duly completed and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign status; (viii) a certificate of the secretary of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland certifying as to Purchaser, the Seller terms and effectiveness of the Company Certificate of Formation and the Acquired Companies setting forth Company Operating Agreement and the amount necessary to repay in full all resolutions of the obligations manager of Seller the Company approving this Agreement and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit Dtransactions contemplated hereby; (gix) FIRPTA documentationan Assignment Agreement, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and duly executed by the Seller and Agri-Energy L.P., respectivelyeach Seller; (hx) the bills of sale and other documents referenced in Section 1.6(b)Invention Assignment Agreement, duly executed by Fox; (ixi) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated Closing Consideration Certificate in accordance with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the CompanySection 1.05; and (oxii) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated TransactionsBonus Schedule in accordance with Section 5.07(c).

Agreements and Documents. Purchaser shall have received the The following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; (b) an Escrow Agreement in the form of Exhibit C, executed by the Seller and the Escrow Agent; (c) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”); (d) the Closing Consideration Certificate; (e) a payoff letter, all in form and substance reasonably satisfactory to Purchaserthe Parent, from Heartland will have been executed and delivered to Purchaserthe Parent: (a) the Exchangeable Share Support Agreement; (b) the Voting Agreement; (c) a certificate executed by an officer of the Company certifying that: (A) the representations and warranties of the Company set forth in this Agreement are true and correct in all material respects as at the Closing, (B) the Seller Company has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Company for completion of the transactions contemplated herein have been satisfied or waived; (d) a certificate executed by an officer of the Shareholder certifying that: (A) the representations and warranties of the Shareholder set forth in this Agreement are true and correct in all material respects as at the Closing, (B) the Shareholder has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Shareholder for completion of the transactions contemplated herein have been satisfied or waived; (e) certified copies of resolutions of the directors of the Shareholder approving the entry into and the Acquired Companies setting forth the amount necessary to repay in full all Closing of the obligations of Seller this Agreement and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies.Voting Agreement; (f) a legal opinion certified copies of resolutions of the directors of the Company approving: the entry into and the Closing of this Agreement and the Voting Agreement, the transfer of the Shares to the ExchangeCo, the registration of the Shares in the name of the ExchangeCo, the issue of share certificates representing the Shares registered in the name of the ExchangeCo, and all other matters contemplated by this Agreement; (g) except as may otherwise be specified by the Parent, the written resignations of D▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇as officer and director of the Company, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated effective as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectivelyDate; (h) a certified copy of the bills central securities register of sale and other documents referenced in Section 1.6(b)the Company evidencing the ExchangeCo as the sole registered owner of the Shares; (i) evidence that all such instruments of transfer, duly executed, which in the Second Member Control Agreement opinion of the Company dated August 19, 2003 shall have been terminated with no liability Parent acting reasonably are necessary to effect and evidence the transfer of the Shares to the CompanyParent, free and clear of all Encumbrances; (j) evidence that the corporate minute books and all Contracts between other books and records of the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests each predecessor of the Company; and (ok) such an opinion letter from the Company’s and Shareholder’s legal counsel, addressing due the organization, existence, and authority of the parties to consummate the transactions referenced herein, as well as any other documents, instruments and certificates as Purchaser may matters reasonably request no later than five Business Days prior to requested by the Closing for the purpose of consummating the Contemplated TransactionsParent.

Agreements and Documents. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effecteffect (or conditioned upon Closing), as applicable: (a) an assignment of the Company Units a certificate, duly executed by the Seller and a copy chief executive officer of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; (b) an Escrow Agreement in the form of Exhibit CSeller, executed by the Seller and the Escrow Agent; (c) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation certifying that the conditions set forth in Section 6.1 7.1, Section 7.2 and Section 6.2 7.4, have been duly satisfied (the “Company Compliance Business Closing Certificate”); ACTIVE/123404471.12 (b) an opinion of counsel to the Seller, in a form reasonably acceptable to Purchaser stating that the vote and approval of the stockholders of the Seller is not required in connection with the Contemplated Transactions under Legal Requirements and the Seller Organizational Documents. (c) a certificate of good standing (or equivalent thereof) of the Seller dated no earlier than [***] Business Days prior to the Closing Date from the Secretary of State of the State of Delaware; (d) an IRS Form W-9, duly executed by the Closing Consideration CertificateSeller; (e) a payoff letterduly executed copies of each of the Consents identified on Schedule 2, each in form an substance reasonably acceptable to Purchaser, which are in full force and effect; (f) the Debt Payoff Letter executed by the lenders of the Indebtedness set forth therein, and written evidence, in form satisfactory to Purchaser in its sole discretion, that all Liens on the Transferred Assets, other than Permitted Liens, including those set forth on Schedule 3, have been released in full, including by filing termination statements with respect to all UCC financing statements and otherwise satisfying the requirements of Section 7.5(f); (g) copies of the resolutions of the board of directors of the Seller, certified by an officer of the Seller, as to the authorization of the Transaction Documents and the Contemplated Transactions; (h) the Bill of Sale, duly executed by the Seller; (i) the Separation Services Agreement, duly executed by the Seller; and (j) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Purchaser, from Heartland as may be required to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and give effect to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired CompaniesTransaction Documents. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactions.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements substantially in the form of Exhibit E-1, executed by the Persons identified on Exhibit E-2 and by any other Person who Parent reasonably deems to be an assignment "affiliate" of the Company Units executed by the Seller and a copy for purposes of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserSecurities Act; (b) an Escrow Agreement in the form a legal opinion of Exhibit C, executed by the Seller and the Escrow Agent; (c) a certificate▇▇▇▇▇▇ Godward LLP, dated as of the Closing Date, to the effect that the Merger should constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, such counsel may rely upon tax representation letters) it being understood that the delivery of such opinion may not be waived without appropriate disclosure to counsel for the Company; (c) written resignations of all directors of the Company, effective as of the Effective Time; (d) an Escrow Agreement substantially in the form of Exhibit B-1, executed by the Company Shareholders' Representative and the Escrow Agent; (e) a certificate signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “"Company Compliance Certificate”"); (df) a certificate signed by the Closing Consideration CertificateChief Executive Officer and the Chief Financial Officer of the Company certifying the Fully Diluted Company Share Amount; (eg) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, certificate signed by the Seller Chief Executive Officer and the Acquired Companies setting forth Chief Financial Officer of the Company certifying the amount necessary to repay in full all of cash of the obligations Company as of Seller the Effective Time and the Acquired Companies owing to Heartland and including a release of all aggregate principal amount outstanding under Secured Notes as of the Encumbrances existing in favor Effective Time; (h) a certificate signed by the Chief Executive Officer and Chief Financial Officer of Heartland in and the Company certifying to the assets best of their knowledge the amount of Working Capital computed in accordance with the terms of this Agreement as of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets date of the Seller and the Acquired Companies.Closing Balance Sheet; and (fi) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability counsel to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company , in the form attached hereto as of Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated Transactions.L.

Agreements and Documents. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; original share certificates representing all Issued Shares; (b) an Escrow Agreement in the form shareholder register (i) reflecting the conversion of Exhibit C, executed by all Company Preference Shares into Company Ordinary Shares upon the Seller Closing pursuant to the Conversion Event and reflecting the Escrow Agent;Share Issuance and (ii) showing that Purchaser owns all of the Issued Shares and that there are no Encumbrances on such shares; 47 (c) a certificate, dated as of certificate duly executed by the Closing Date, signed on behalf chief executive officer and chief financial officer of the Company by containing the Chief Executive Officer representation and the Chief Financial Officer warranty of the Company representing and warranting after reasonable investigation that the conditions set forth in Section Sections 6.1 through 6.5 and Section 6.2 Sections 6.7 through 6.13 have been duly satisfied (the “Company Compliance Closing Certificate”); ; (d) a spreadsheet containing the following information, together with a certificate duly executed on behalf of the Company by the chief executive officer and chief financial officer of the Company, containing the representation and warranty of the Company that all of such information is accurate and complete (and in the case of dollar amounts, properly calculated) as of the Closing (such spreadsheet and accompanying certificate, the “Company Consideration Certificate; Spreadsheet”): (ei) (A) the aggregate amount of all Company Transaction Expenses, together with a detailed breakdown thereof specifying for each such Company Transaction Expense the dollar amount thereof (determined using the Specified Exchange Rate, as applicable) and whether it has already been paid or remains to be paid, (B) the Closing Debt Amount, together with a detailed breakdown thereof identifying the creditor or creditors to which such Company Indebtedness is owed and the aggregate dollar amount of all principal, accrued interest, premiums, penalties, fees, Expenses, breakage costs and other payments required to be paid or offered in respect of such Company Indebtedness as of the Closing or in connection with or in contemplation of the consummation of any of the Contemplated Transactions, (C) the Specified Warrant Cancelation Payment Amount, (D) the aggregate amount of all Transaction Bonuses, together with a detailed breakdown thereof specifying for each such Transaction Bonus the dollar amount thereof (determined using the Specified Exchange Rate, as applicable) and whether it has already been paid or remains to be paid or payable, (E) the Primary Post-Issuance Ownership Percentage, (F) the Indemnification Gross-Up Factor, (G) the Adjusted Pre-Money Company Equity Value, (H) the Price Per Primary Share, (I) the Apportioned Litigation Reserve Amount, (J) the Aggregate Repurchase Price, (K) the Primary Specified Fraction, (L) the Primary Allocation Gross-Up Factor and (M) the Fully Diluted Share Number; (ii) a payoff letterfunds flow spreadsheet, in form and substance reasonably satisfactory to Purchaser, from Heartland showing: (A) the aggregate consideration payable by Purchaser to the Company for the Issued Shares; (B) the amounts to be distributed by the Disbursing Agent to: (1) the names of legal counsel and other service providers that are owed or will be owed any Company Transaction Expense by any of the Acquired Companies, denominated in Singapore dollars, rupees and/or dollars, as applicable; and (2) the other anticipated recipients of payments in connection with the Contemplated Transactions and the amounts so owed (denominated in Singapore dollars, rupees and/or dollars, as applicable); and (C) wire transfer instructions for each payment to be made by the Disbursing Agent reflected therein; (e) reasonable documentation in support of the calculation of the amounts set forth in the Company Consideration Spreadsheet; (f) release agreements, in the form of Exhibit B, duly executed by each director and each officer of an Acquired Company who is identified by Purchaser in accordance with Section 4.7; (g) agreements, in form and substance reasonably satisfactory to Purchaser, terminating or amending the Seller agreements identified in Schedule 4.5 in accordance with Section 4.5; (h) written resignations, in the form of Exhibit C, of each director and the each officer of an Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination Company who is identified by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ in accordance with Section 4.7, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated effective as of the Closing Date Date, and executed by the Seller revocation of all signatory rights of such directors and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b);officers; 48 (i) evidence that certified copies of: (i) the Second Member Control Agreement resolutions adopted by the Company’s board of directors (A) approving this Agreement, the Share Issuance, the Secondary Share Purchase and the other Contemplated Transactions, including resolutions instructing the Company’s secretary to enter the name of Purchaser in the electronic register of members of the Company dated August 19maintained by the Accounting and Corporate Regulatory Authority of Singapore as the holder of the Issued Shares, 2003 shall have been terminated with no liability (B) subject to receipt of a written consent to act as a director of the Company from the relevant individuals, approving the appointment as directors of the Company (effective as of the Closing) of five individuals designated by Purchaser prior to the Company; Closing and (C) approving the resignation as directors of the Company (effective as of the Closing) of each of the directors who are identified on Schedule 4.7; and (ii) the resolutions adopted by the shareholders of the Company approving the Share Issuance, the Conversion Event, the Liquidation Event Waiver, the Preemptive Rights Waiver and the other Contemplated Transactions; (j) evidence reasonably satisfactory to Purchaser that all Contracts between outstanding Insider Receivables owed by any holder of any security of any Acquired Company or any of such holder’s Affiliates have been paid in full; (k) the Shareholders’ Agreement, substantially in the form of Exhibit D (the “New Shareholders’ Agreement”), duly executed by the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement each Person that will be a shareholder of the Company in immediately after the form attached hereto as Exhibit F; Closing; (l) Written Action all documentation required by the Disbursing Agent with respect to any payments to be made by the Disbursing Agent; (m) the audited consolidated financial statements (consisting of a consolidated statement of financial position, a consolidated income statement, a consolidated statement of other comprehensive income, a consolidated statement of changes in equity and a consolidated statement of cash flows) of the Board Acquired Companies as of Governors and for the fiscal year ended March 31, 2018, including the notes thereto and the unqualified report and opinion of ▇▇▇▇▇ & Young Associates LLP thereon; (n) (i) a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that none of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (mShares constitute “United States real property interests” under Section 897(c) Written Action of Seller as sole member of the Company authorizing this AgreementCode, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in for purposes of satisfying Purchaser’s sole discretion, obligations under Treasury Regulation Section 1.1445-2(c)(3) and (ii) a form of notice to confirm that the Seller owns 100% IRS prepared in accordance with the requirements of the equity interests of the CompanyTreasury Regulation section 1.897-2(h)(2); and and (o) one or more DVDs or other digital media evidencing the documents that were Made Available to Purchaser, which shall indicate, for each document, the date that such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior document was first uploaded to the Closing for the purpose of consummating the Contemplated TransactionsVirtual Data Room.

Agreements and Documents. Purchaser Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit F hereto, executed by the Persons identified on Exhibit E hereto and by any other Person who could reasonably be deemed to be an assignment "affiliate" of the Company Units executed by the Seller and a copy for purposes of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserSecurities Act; (b) Employment Agreements in the form of Exhibit G hereto, executed by the individuals identified on Exhibit H hereto; (c) Noncompetition Agreements in the form of Exhibit I hereto, executed by the individuals identified on Exhibit H hereto; (d) a FIRPTA Statement in the form of Exhibit J hereto, executed by the Company: (e) Shareholder Representation Letters in the form of Exhibit D hereto, executed by each of the Merger Shareholders (other than the current holder of the Company Warrant); (f) a Registration Rights Agreement in the form of Exhibit K hereto, executed by Merger Shareholders holding at least 94% of the outstanding shares of capital stock of the Company immediately prior to the Closing; (g) an Escrow Agreement in the form of Exhibit CC hereto, executed by the Seller Escrow Agent and Merger Shareholders holding at least 94% of the Escrow Agentoutstanding shares of capital stock of the Company immediately prior to the Closing; (c) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (fh) a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by Date, in the Seller and Agri-Energy L.P., respectively; (h) the bills form of sale and other documents referenced in Section 1.6(b)Exhibit L hereto; (i) evidence a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date, concurring with Parent's assertion that Parent may account for the Merger as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC (provided, however, that the Second Member Control Agreement of condition referred to in this clause "(j)" shall not apply if the Company dated August 19, 2003 shall have been terminated with no liability reason that PricewaterhouseCoopers LLP is unable to deliver the Companyletter referred to in this clause "(j)" is due solely to actions taken by Parent or its affiliates); (j) evidence a letter from the Company, dated as of the Closing Date, confirming that all Contracts between no transaction entered into by the Company Company, and any no other Acquired Company fact or the Seller shall have been terminated with no liability or obligation circumstance relating to the Company, will prevent Parent from accounting for the Merger as a "pooling of interests" in accordance with generally accepted principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (k) an Amended a certificate executed by the Company and Restated Operating Agreement containing the representation and warranty of the Company that the conditions set forth in Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.8, 6.10 and 6.13 have been duly satisfied (the form attached hereto as Exhibit F"Company's Closing Certificate"); (l) Written Action an agreement of merger executed by the Company to be filed with the Secretary of State of the Board State of Governors California in accordance with Section 1.3 and a certificate of merger executed by the Company to be filed with the Secretary of State of the Company authorizing this Agreement, the Related Agreements and the Contemplated TransactionsState of Delaware in accordance with Section 1.3; (m) Written Action written resignations of Seller as sole member all directors of the Company authorizing this AgreementCompany, effective as of the Related Agreements and the Contemplated TransactionsClosing Date; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% valid and effective termination as of the equity interests Effective Time of provisions in Contracts that provide any Person with rights of any nature with respect to the board of directors of the Company, except as provided generally by the Company's articles of incorporation and bylaws or by applicable law; and (o) such other documentsthe valid and effective termination of the Series B Preferred Stock Purchase Agreement dated as of March 2, instruments 1999, the Shareholder Rights Agreement dated as of March 2, 1999, the Co-Sale and certificates Rights of First Refusal Agreement dated as Purchaser may reasonably request no later than five Business Days prior to of March 2, 1999 and the Closing for the purpose Voting Agreement dated as of consummating the Contemplated TransactionsMarch 2, 1999.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements substantially in the form of Exhibit C-2 (each, an assignment of the Company Units "AFFILIATE AGREEMENT"), executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserPersons identified on Exhibit C-1; (b) an Escrow Agreement Noncompetition Agreements substantially in the form of Exhibit CD-2 (each a "NONCOMPETITION AGREEMENT") with a term of at least one year from the Effective Time, executed by the Seller and the Escrow Agentindividuals identified on Exhibit D-1; (c) Voting Agreements substantially in the form of Exhibit F-2 (the "VOTING AGREEMENTS") executed by the individuals identified on Exhibit F-1; (d) Proprietary information and inventions agreements, reasonably satisfactory in form and content to Parent, executed by all employees and former employees of the Company and by all consultants and independent contractors and former consultants and former independent contractors to the Company who have not already signed such agreements (including the individuals identified in Part 2.9(f) of the Company Disclosure Schedule); (e) a certificatelegal opinion of Orri▇▇, ▇▇rr▇▇▇▇▇▇ & ▇utc▇▇▇▇▇ ▇▇▇, counsel to the Company, dated as of the Closing Date, signed on behalf substantially in the form of the Company Exhibit G; (f) a certificate executed by the President and Chief Executive Officer and the Chief Financial Officer of the Company representing that each of the representations and warranting after reasonable investigation warranties set forth in Section 2 is accurate in all material respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in Section 6.1 and Section 6.2 7 have been duly satisfied in all material respects (the “Company Compliance Certificate”"COMPANY OFFICER'S CLOSING CERTIFICATE"); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentationA true, including FIRPTA Notification Letters, in substantially correct and complete schedule (the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as "SCHEDULES OF EXPENSES") of all Company Expenses paid or incurred by or on behalf of the Company or the Shareholders through the Closing Date and executed Date, accompanied by a certificate signed by the Seller President and Agri-Energy L.P.Chief Financial Officer of the Company certifying the accuracy and completeness thereof, respectively;shall have been delivered by the Company. (h) written resignations of all officers and directors of the bills Company, effective as of sale and other documents referenced in Section 1.6(b)the Effective Time; (i) evidence that the Second Member Control Escrow Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company substantially in the form attached hereto as of Exhibit F; B (lthe "ESCROW AGREEMENT") Written Action of executed by the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the Closing for the purpose of consummating the Contemplated TransactionsShareholders' Agent.

Agreements and Documents. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment a certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company Units executed by which certifies (i) that the Seller conditions relating to the Company and/or any Subsidiary set forth in Section 6.1 have been duly satisfied; and a copy (ii) the effectiveness of the membership ledger evidencing the assignment any board resolutions of the Company Units and its Subsidiaries, the Stockholders Written Consent and any other resolutions of the Stockholders passed in favor of Purchaserconnection with this Agreement and transactions contemplated hereby; (b) an Escrow Agreement in the form of Exhibit C, Closing Spreadsheet and a certificate executed by the Seller and Chief Executive Officer of the Escrow Agent; (c) a certificate, Company dated as of the Closing Date, signed on behalf of certifying that such Closing Spreadsheet is true, correct and complete in all material respects; (c) the Company NWCC&D Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Purchaser to verify and determine the Chief Executive Officer and the Chief Financial Officer amount of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”)NWCC&D; (d) the Closing Consideration Transaction Costs Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Purchaser to verify and determine the Transaction Cost Amount; (e) (i) a payoff lettergood standing certificate of the Company, dated no earlier than November 19, 2015, issued by the Secretary of State of the State of Delaware, certifying that the Company is in form good standing and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, that all applicable franchise Taxes and fees of the Seller Company through and including the Closing Date have been paid; (ii) a good standing certificate of each Subsidiary (other than the Israeli Subsidiary and the Acquired Companies setting forth German Subsidiary) under the amount necessary laws of the jurisdiction of organization of the applicable Subsidiary, dated within ten days of the Closing Date, issued by the Governmental Body authorized to repay issue such a certificate in full the jurisdiction of organization of the applicable Subsidiary; (iii) the stock ledger of the Company; (iv) all of the obligations of Seller books and the Acquired Companies owing to Heartland and including a release of all records of the Encumbrances existing in favor Company and each Subsidiary; and (v) such other customary documents, instruments or certificates as shall be reasonably requested by Parent and as shall be consistent with the terms of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies.this Agreement; (f) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇the Paying Agent Agreement, LLP, in substantially executed by the form attached hereto as Exhibit DStockholders’ Representative; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, (i) a notice dated as of the Closing Date and executed by the Seller and AgriCompany, in accordance with the requirements of Treasury Regulation Section 1.897-Energy L.P.2(h)(2), respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence that the Second Member Control Agreement of the Company dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in substantially the form attached hereto as Exhibit FK, together with written authorization for Purchaser, as agent for the Company, to deliver such notice to the IRS on behalf of the Company after the Closing, and (ii) a certificate dated as of the Closing Date and executed by the Company, in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3), in substantially the form attached hereto as Exhibit L; (lh) Written Action Parent shall have received (i) a properly executed statement satisfying the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), dated no more than thirty (30) days prior to the Board of Governors Closing Date, signed by an officer of the Company authorizing this Agreementand in form and substance reasonably satisfactory to Parent, certifying that interests in the Related Agreements Company do not constitute “United States real property interests” under Section 897(c) of the Code, and (ii) as agent for the Contemplated Transactions; (m) Written Action Company, a form of Seller as sole member notice to the IRS satisfying the requirements of Treasury Regulations Section 1.897-2(h)(2), together with written authorization for Parent to deliver such notice to the IRS on behalf of the Company authorizing this Agreement, following the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the CompanyEffective Time; and (oi) such other documentswritten resignations of all directors and officers of each Subsidiary, instruments and certificates effective as Purchaser may reasonably request no later than five Business Days prior to of the Closing for Date, or certified resolutions of the purpose applicable corporate organs removing the directors and officers and appointing directors and officers designated by Purchaser effective as of consummating the Contemplated TransactionsEffective Time.

Agreements and Documents. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit B, executed by each Person who is reasonably determined by the Company to be an assignment "affiliate" of the Company Units executed by (as that term is used in Rule 145 promulgated under the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of PurchaserSecurities Act); (b) an Escrow Agreement the statement referred to in the form of Exhibit CSection 5.15(a), executed by the Seller and the Escrow AgentCompany; (c) a certificateletter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, dated as of the Closing DateDate and addressed to the Company, signed on behalf reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP concurs with Company's management's conclusion that the Company could be a combining entity in a transaction accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”)SEC; (d) a letter from Ernst & Young LLP, dated as of the Closing Consideration CertificateDate and addressed to Parent, reasonably satisfactory in form and substance to Parent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, regarding such firm's concurrence with Parent's management's conclusions as to the appropriateness of "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ Godward LLP, dated as of the Closing Date, in the form attached hereto as Exhibit C; provided, however, that such opinion may reflect changes or exceptions that, considered collectively, would not have a material adverse effect on the consummation of the transactions contemplated hereby and have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations taken as a whole. (f) a legal opinion of Dechert Price & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by Date, to the Seller and Agri-Energy L.P., respectively; (h) the bills of sale and other documents referenced in Section 1.6(b); (i) evidence effect that the Second Member Control Agreement Merger will constitute a reorganization within the meaning of Section 368 of the Company dated August 19Code. In rendering such opinion, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreementsuch firm may rely on such representations, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Company; and (o) such other documents, instruments warranties and certificates as Purchaser may reasonably request no later than five Business Days prior to it deems reasonable or appropriate under the Closing for the purpose of consummating the Contemplated Transactionscircumstances.

Agreements and Documents. Purchaser Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an assignment of the Company Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in favor of Purchaser; (b) an Escrow Agreement Affiliate Agreements in the form of Exhibit C, executed by each Person who could reasonably be deemed to be an "affiliate" of the Seller Company (as that term is used in Rule 145 under the Securities Act ), which Affiliate Agreement shall also contain customary continuity of interest representations; (b) Accepted employment letters in the form of Exhibit E, executed by the individuals identified on Exhibit F; and none of the Escrow Agentindividuals identified on Exhibit F shall have expressed an intention to terminate his employment with the Company or to decline to accept employment with Parent; (c) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, letter from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇▇▇▇▇▇ Ernst & ▇▇▇▇▇▇▇, Young LLP, in substantially the form attached hereto as Exhibit D; (g) FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2, dated as of the Closing Date and executed by addressed to Parent, the Seller Company and Agri-Energy L.P.Price Waterhouse LLP, respectivelyreasonably satisfactory in form and substance to Parent and Price Waterhouse LLP, to the effect that, after reasonable investigation, Ernst & Young LLP is not aware of any fact concerning the Company or any of the Company's stockholders or affiliates that could preclude Parent from accounting for the Merger as a "pooling of interests" in 49 56 accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (hd) a letter from Price Waterhouse LLP, dated as of the bills Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Parent may account for the Merger as a "pooling of sale interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and other documents referenced in Section 1.6(b)all published rules, regulations and policies of the SEC; (ie) evidence a legal opinion of Cool▇▇ ▇▇▇ward LLP, dated as of the Closing Date and addressed to Parent, to the effect that the Second Member Control Agreement Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ ▇▇▇ward LLP may rely upon the continuity of interest representations and tax representation letters referred to in this Agreement), provided, however, that if Cool▇▇ ▇▇▇ward LLP does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if counsel to the Company renders such opinion to Parent; (f) a certificate executed on behalf of the Company dated August 19by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 2003 shall 6.2, 6.4 (as to the Required Company Stockholder Vote only), 6.6, 6.8, and 6.9 have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the Seller owns 100% of the equity interests of the Companyduly satisfied; and (og) such other documentsthe written resignations of all officers and directors of the Company, instruments and certificates effective as Purchaser may reasonably request no later than five Business Days prior to of the Closing Effective Time; provided further that (i) the written resignations of Phil▇▇▇ ▇▇▇▇▇▇, ▇▇ry ▇▇▇▇, ▇▇d Henk▇ ▇▇▇▇▇▇ (▇▇e "Executives") shall also contain provisions providing for the purpose release by the Executives of consummating the Contemplated TransactionsCompany's obligations under the Executives' existing employment agreements with the Company and (ii) a voluntary termination by the Executives of such employment agreements.