Common use of Deliveries by the Sellers Clause in Contracts

Deliveries by the Sellers. Simultaneously herewith, the Sellers are delivering or causing to be delivered to the Purchaser the following: (a) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below); (b) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and S▇▇▇▇▇▇ Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “S▇▇▇▇▇▇ Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, H▇▇▇▇ ▇. ▇▇▇▇▇▇ and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Company and the Purchaser, duly executed by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and, on behalf of the Company, another authorized officer of the Company.

Deliveries by the Sellers. Simultaneously herewithAt or prior to the Closing, the Sellers are delivering Griffon shall deliver or causing cause to be delivered to the Purchaser Buyer the following: (a) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as certificate to the Company Resolutions (as defined belowbe delivered pursuant to Section 8.2(c); (b) Copies of any a duly executed counterpart from ISC Park Avenue and all third party consents obtained in connection with the transactions contemplated by this Company to the Huntington Lease Agreement; (c) A fully a complete and duly executed copy IRS Form W-9 of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and S▇▇▇▇▇▇ Atlantic Corporationeach Seller; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments evidence of transfer reasonably requested by the Purchaser evidencing the transfer and assignment release of the Purchased Shares security interest granted in favor of Bank of America, N.A., as administrative agent under the Fifth Amended and Restated Credit Agreement dated as of January 24, 2022 among the Seller, the lenders thereunder, and such administrative agent, among others, in the Company’s assets (including authorization from such administrative agent to file any necessary releases), the Purchaserfiling of the applicable financing termination statement in connection with such release and the delivery of any other termination or release documents necessary in order to effect such release as of or substantially contemporaneously with Closing (the “BoA Release”); (e) A copy of a written resignation notice duly executed counterpart from Griffon and delivered the Company to the Company by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Transition Services Agreement, dated December 2, 2013, between the Sellers (the “S▇▇▇▇▇▇ Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, H▇▇▇▇ ▇. ▇▇▇▇▇▇ and each Seller substantially in substantially the form attached hereto as Exhibit A B; (f) written resignations in customary form, of each director of the “Purchaser-Sellers Stockholders Agreement”Purchased Companies (or a written stockholder resolution of each Purchased Company removing such directors) and written resignations in customary form, of each officer of the Purchased Companies (or a written resolution of the board of directors of each Purchased Company removing such officers), in each case effective as of the Closing; (g) such duly executed instruments of transfer as may be necessary to vest in Buyer all right, title and interest in and to the Purchased Shares, and stock certificate(s) (or a customary lost stock certificate affidavit) representing all of the Purchased Shares, endorsed in blank or accompanied by each Sellersuch duly executed instruments of transfer; (h) the Specified Consent Deliverable; and (hi) The Non-Competition a duly executed counterpart from the Seller and Non-Solicitation Agreement by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of the Company and to the Purchaser (the “Non-Competition and Non-Solicitation Space Sharing Agreement”) in form and substance reasonably acceptable to each of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Company and the Purchaser, duly executed by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and, on behalf of the Company, another authorized officer of the Company.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver to Purchaser or causing to be delivered to the Purchaser the following: (a) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officerDesignee, as to the Company Resolutions (as defined below); (b) Copies of any and all third party consents obtained in connection with the transactions contemplated directed by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and S▇▇▇▇▇▇ Atlantic Corporation;: (da) All stock certificates representing the Purchased Shares Bill of Sale and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer Assignment and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Assumption Agreement, dated December 2, 2013, between the Sellers in form and substance reasonably acceptable to Purchaser (the “S▇▇▇▇▇▇ Stockholders AgreementBill of Sale”), duly executed by each Seller; (gb) The Stockholders Agreement by assignments of the Registered Intellectual Property that constitutes Purchased Intellectual Property, in a form suitable for recording in the U.S. patent or trademark office, as applicable, and among the Purchasergeneral assignments of all other Owned Intellectual Property, H▇▇▇▇ ▇. ▇▇▇▇▇▇ in form and each Seller in substantially the form attached hereto as Exhibit A substance reasonably acceptable to Purchaser (collectively, the “Purchaser-Sellers Stockholders AgreementIP Assignment Agreements”), duly executed by each Seller; (c) the authorizing resolutions, in form and substance reasonably satisfactory to Purchaser, adopted by the board of managers, board of directors, or other applicable governing body of each Seller authorizing this Agreement, each other Ancillary Document to which such Seller is a party and the consummation of the Transactions; (d) ▇▇▇▇ completed and executed IRS Form W-9 for each Seller; (e) an assignment of all Assumed Leases, but solely to the extent such assignment is not effected pursuant to the Sale Order, duly executed by each applicable Seller; (f) a certified copy of the Sale Order, which shall include the signed and agreed Delaware Litigation Settlement Order; (g) the Sellers Closing Certificate, as required to be delivered pursuant to Section 10.1(d); (h) a joint payment instruction letter, duly executed by Biolase, directing the Escrow Agent to immediately release the Good Faith Deposit from the Good Faith Deposit Escrow Account to Biolase (on behalf of itself and the other Sellers); (i) the Adjustment Escrow Agreement, duly executed by Biolase and the Escrow Agent; and (hj) The Non-Competition such other agreements, consents, documents, instruments and Non-Solicitation Agreement writings as are reasonably requested by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of to be delivered by the Company and Sellers pursuant to this Agreement or otherwise reasonably required to consummate the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Company and the Purchaser, duly executed by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and, on behalf of the Company, another authorized officer of the CompanyTransactions.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver, or causing cause to be delivered delivered, to the Purchaser the followingfollowing items: (a) A certificate, dated as (i) stock certificates representing all of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as Shares with duly executed stock powers attached in proper form for transfer to the Company Resolutions Purchaser and (as defined below)ii) any other documents that are necessary to transfer to the Purchaser good and valid title to the Shares free and clear of any Liens, with any necessary transfer tax stamps affixed or accompanied by evidence that all stock transfer taxes have been paid; (b) Copies a receipt, duly executed by the Trusts, evidencing receipt by the Trusts of any the Purchase Price (other than the Second Cash Purchase Price, the Holdback Amount and all third party consents obtained in connection with the transactions contemplated by this AgreementPurchaser Shares); (c) A fully executed copy of (i) an employment agreement, in the amendment toform attached hereto as Exhibit B-1, or extension of, by and between the Dealer Agreement, dated May 1, 2▇▇▇, Company and ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Employment Agreement”), duly executed by ▇▇▇▇▇▇▇▇ ; (ii) an employment agreement, in the form attached hereto as Exhibit B-2, by and between the Company and ▇▇▇▇▇▇ Corporation and S(the “▇▇▇▇▇▇ Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers Employment Agreement”), duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by M▇▇▇▇▇▇ ▇; and (iii) an employment agreement, in the form attached hereto as Exhibit B-3, by and between the Company and Spiegel (the “Spiegel Employment Agreement”, and collectively with the ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer Employment Agreement and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “S▇▇▇▇▇▇ Stockholders Employment Agreement, the “Employment Agreements”), duly executed by Spiegel; (d) releases, each in the form of Exhibit C, duly executed by each Seller; (e) reasonably current long form good standing certificates (or equivalent document) for the Company issued by the appropriate Governmental Authority in the Company’s jurisdiction of incorporation and in each jurisdiction where the Company is qualified to do business as a foreign corporation; (f) copies of the Certificate of Incorporation (or equivalent document) of the Company, certified by the secretary of state of its jurisdiction of incorporation, and copies of the Bylaws (or equivalent document) of the Company, certified by an officer of the Company; (g) The Stockholders Agreement the original corporate record books and stock record books of the Company, and all books and records (including data stored on discs, tapes or other media) related to the Company’s business, including, to the extent available, all current and historical financial, accounting and Tax records); (h) certificates of the Sellers required pursuant to Sections 9.1(c) and (h); (i) non-foreign person affidavits that comply with the requirements of Section 1445 of the Code, duly executed by each Seller and among reasonably satisfactory to the Purchaser; (j) a certificate of the Sellers, H▇▇▇▇ ▇. ▇▇▇▇▇▇ dated as of the Closing Date, setting forth in sufficient detail acceptable to the Purchaser (i) to the Sellers’ good faith best estimate based on the Company’s Knowledge, all Indebtedness of the Company, (ii) all Customer Advances of the Company (other than Customer Advances not yet calculated as of the Closing Date, which Customer Advances shall remain a liability of the Sellers as Customer Advances), (iii) all Selling Expenses, (iv) all Bonus Amounts, and (v) the Sellers’ best estimate of all Retained Accounts Receivable, in each Seller case, as of the Closing Date; (k) a subordinated guaranty and security agreement in substantially the form attached hereto as Exhibit A D (the “Purchaser-Sellers Stockholders Guaranty and Security Agreement”), duly executed by each Sellerof the Sellers; (l) appropriate termination statements under the Uniform Commercial Code and other instruments as may be reasonably requested by the Purchaser to evidence the release of any and all Liens (other than Permitted Encumbrances) on any of the assets or properties of the Company; (m) written resignations of each director and officer of the Company; and (hn) The Non-Competition such other documents and Non-Solicitation Agreement by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of the Company and instruments as the Purchaser (reasonably requests to consummate the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Company and the Purchaser, duly executed by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and, on behalf of the Company, another authorized officer of the Companytransactions contemplated hereby.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering or causing shall deliver to be delivered to the Purchaser the followingPurchaser: (a) A certificatethe Payoff Letter, dated as of duly executed by the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below)Company; (b) Copies of any and all third the Closing Date Transfer Documents, duly executed by each Seller party consents obtained in connection with the transactions contemplated by this Agreementthereto; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2▇▇▇, Amended Inbound ▇▇▇▇▇▇▇ ▇License and the Amended Outbound ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and S▇▇▇▇▇▇ Atlantic CorporationLicense, duly executed by the Company; (d) All stock certificates representing the Purchased Shares New Licenses, duly executed by the Company; (e) the Supply Agreement, duly executed by the Company; (f) the Promissory Note, the Security Agreement and stock powers each other agreement, document or instrument contemplated by the New Term Loan and/or Security Agreement to be delivered at the Closing, duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaserextent party thereto; (eg) A copy of a written resignation notice the Restated Company LLC Agreement, duly executed and delivered to by the Company by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer and President Managers of the Company but not from any other position with the Company or any of its SubsidiariesCompany; (fh) A copy of the Securityholders Agreement, duly executed by the Company; (i) a termination agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers assignment and assumption agreement (the “S▇▇▇▇▇▇ Stockholders Riverhead Agreement”) relating to the Riverhead Lease effective as of a date not later than October 31, 2010 (the “Riverhead Deadline”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, H▇▇▇▇ ▇. ▇▇▇▇▇▇ and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of M▇▇▇▇▇▇ Purchaser; (j) the third party consents and approvals set forth in Schedule 4.2(j), duly executed and in form and substance reasonably acceptable to Purchaser; and (k) a letter agreement among ▇▇▇▇▇▇▇, the Company and Purchaser in form and substance reasonably acceptable to such parties (the Purchaser, duly executed by M▇▇▇▇▇▇ “▇▇▇▇▇▇▇ andPersonal Property Acknowledgment”), on behalf of the Company, another authorized officer of duly executed and delivered by the Company.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver or causing cause to be delivered to the Purchaser the following:following items (in addition to any other items required to be delivered to the Purchaser pursuant to any other provision of this Agreement): (a) A certificateoriginal certificates representing the Shares being sold by the Sellers to the Purchaser pursuant to Section 2.1 hereof, dated as duly recorded on the books of the date hereof and signed on behalf of the Company by its Secretary or other authorized officerCompany, as to the Company Resolutions (as defined below)along with stock powers for such certificates executed in blank; (b) Copies a full and complete release by each Seller of the Company from any and all third party consents obtained liabilities, claims and obligations, arising prior to the Closing, that such Seller may have against the Company, in connection with a form reasonably acceptable to the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment toPurchaser, or extension ofprovided, the Dealer Agreementhowever, dated May 1, 2▇▇▇, that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation shall retain any statutory or other rights to indemnification provided to him as a result of his service as an officer and S▇▇▇▇▇▇ Atlantic Corporationdirector of the Company; (c) a full and complete release, executed by both KIG Investors I, LLC (“KIG”) and GFI, of the Company’s obligations under that certain Agreement, dated as of September 13, 2007, by and between Garisch, KIG and the Company (“GFI Consulting Agreement”); (d) All stock certificates representing the Purchased Shares termination of that certain Agreement, dated as of October 1, 2007, by and stock powers between Vero Management, L.L.C. (“Vero”) and the Company duly executed by each Seller or other instruments Vero, which shall provide for a full and complete release of transfer reasonably requested by the Purchaser evidencing the transfer and assignment any of the Purchased Shares to the PurchaserCompany liabilities and obligations thereunder; (e) A copy the termination and waiver of a written resignation notice Laurus’ right to consent to any future issuance of the Company’s securities pursuant to Section 3 (second paragraph) of that certain Settlement and Release Agreement, dated as of August 22, 2007, by and between Laurus and the Company, duly executed and delivered to the Company by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its SubsidiariesLaurus; (f) A copy with respect to any Seller that is organized as a corporation or limited liability company (other than Laurus), the minutes of a meeting of the agreement board of directors or other instrument terminating that certain Stockholders Agreementmanagers of such Seller, dated December 2as the case may be, 2013or a written consent or action in lieu thereof, between authorizing such Seller’s entrance into this Agreement and the Sellers (transfer of such Seller’s Shares to the “S▇▇▇▇▇▇ Stockholders Agreement”), duly executed by each Seller;Purchaser as contemplated herein; and (g) The Stockholders with respect to Laurus, the written approval of the liquidation of Laurus authorizing the entrance into this Agreement by and among the PurchaserLaurus Capital Management, H▇▇▇▇ ▇. ▇▇▇▇▇▇ and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Company and the Purchaser, duly executed by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and, LLC on behalf of Laurus and the Company, another authorized officer transfer of the CompanyLaurus Shares to the Purchaser as contemplated herein.

Deliveries by the Sellers. Simultaneously herewithOn the Completion Date, the Sellers are delivering or causing to be delivered shall deliver to the Purchaser Buyer the followingfollowing documents: (a) A certificate, dated as copies of the date hereof and signed on behalf share transfer form(s) (ordres de movement) or any relevant documents duly executed evidencing the actual transfer of all of the Company Minority Shares by its Secretary the Minority Shareholders to one or other authorized officerseveral Sellers, as to along with copies of the Company Resolutions (as defined below)related French tax forms n° 2759 duly executed ; (b) Copies copies of any and all third party consents obtained in connection with relevant documents evidencing the transactions contemplated by this Agreementcompletion of the Prior Restructuring; (c) A fully executed copy duly completed, signed and dated share transfer forms (ordres de mouvement) for the sale of the amendment toShares by each Seller to the Buyer effective as of the Completion Date; (d) three (3) original copies of the French tax form n°2759 executed by each of the Sellers regarding the transfer of the Shares to the Buyer as contemplated hereunder; (e) the share transfer register (registre des mouvements de titres) and shareholders’ individual accounts (comptes individuels d’actionnaires) of the Company evidencing that all of the Shares have been transferred from each Seller to the Buyer free and clear from any Liens as of the Completion Date; (f) the share transfer register (registre des mouvements de titres) and shareholders’ individual accounts (comptes individuels d’actionnaires) of NC and SC evidencing that all of their shares are fully owned by the Company at Completion Date, free and clear from any Lien as of the Completion Date; (g) all available books of corporate bodies minutes or extension of, decisions of the Dealer Agreement, dated May 1, 2Target Group Companies updated through the Completion Date and the related attendance registers; (h) copies of the letters executed by each employee of the Company irrevocably waiving their right to submit an offer to purchase the Shares in accordance with ▇▇▇ ▇▇▇, ▇▇; (i) any document evidencing the actual and full reimbursement by the Target Group Companies of the Senior Debt, along with all interest due thereon and the termination of the loan agreement related to the Senior Debt; (j) any document evidencing the actual and full release of all of the pledges over the shares of NC and SC resulting from the full reimbursement of the Senior Debt; (k) a certificate from each of the Sellers containing confirmation that there are no outstanding shareholder’s advances (comptes courants d’associés) and acknowledging that they do not have and will not have any claim against the Target Group Companies or the Buyer in this respect; (l) copies of the resignation letters signed by ▇▇. ▇▇▇▇ ▇▇▇▇ from all his legal representative mandates in the Target Group Companies; (m) copies of the resignation letters signed by ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ from all his legal representative mandates in the Target Group Companies; (n) copies of the resignation letters signed by ▇▇. ▇▇▇▇▇ Torjmane from all his legal representative mandates in the Target Group Companies; (o) a copy of any document evidencing the termination of ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and S▇▇▇▇▇▇ Atlantic Corporation’s employment agreement with the Target Group Companies; (dp) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments a copy of transfer reasonably requested by the Purchaser any document evidencing the transfer and assignment termination of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by M▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position ’s employment agreement with the Company or any of its Subsidiaries;Target Group Companies; and (fq) A a copy of any document evidencing the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Stermination of ▇▇▇▇▇▇ Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, H▇▇▇▇ ▇. ▇▇▇▇▇▇ and each Seller in substantially Torjmane’s employment agreement with the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Company and the Purchaser, duly executed by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and, on behalf of the Company, another authorized officer of the CompanyTarget Group Companies.

Deliveries by the Sellers. Simultaneously herewith(a) On or prior to the date hereof, the Sellers are delivering shall have delivered or causing caused to be delivered to the Purchaser the followingPurchaser: (ai) A certificatestock certificates evidencing the BIT Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to the Purchaser and with all required stock transfer tax stamps affixed; (ii) instruments of sale, transfer and conveyance evidencing and effecting the transfer of the HUV Interests to the Purchaser, in form satisfactory to the Purchaser; (iii) evidence in the form of a ▇▇▇▇ of Sale and Assumption Agreement that the assets listed on Section 2.03(a)(iii)(1) of the Disclosure Schedule have been assigned to BIT and the liabilities listed on Section 2.03(a)(iii)(2) of the Disclosure Schedule have been assumed by BIT, in a form satisfactory to the Purchaser; (iv) a counterpart of the Escrow Agreement, duly executed by the Sellers’ Representative; (v) a counterpart of the Lease, duly executed by Educational Properties, LLC; (vi) the Assignments of Lease, each duly executed by all the parties thereto; (vii) the General Release, duly executed by the Sellers; (viii) a receipt for the Purchase Price, less the Escrow Amount; (ix) the resignations, effective as of the Closing, of all of the directors and officers of each Company and each Subsidiary, except for such persons as shall have been designated in writing prior to the date hereof by the Purchaser to the Sellers; (x) a copy of (i) the certificate of incorporation (or other similar organizational document), as amended, of each Company and each Subsidiary, certified by the Secretary of State in their respective jurisdictions of organization, as of a date not earlier than five Business Days prior to the date hereof and accompanied by a certificate of the Secretary or Assistant Secretary of such Company or Subsidiary, dated as of the date hereof hereof, stating that no amendments have been made to such certificate of incorporation (or other similar organizational document) since such date, and signed on behalf (ii) the by-laws of each Company and each Subsidiary, certified by the Secretary or Assistant Secretary of such Company or Subsidiary; (xi) a certificate of non-foreign status (in a form reasonably acceptable to the Purchaser) pursuant to Section 1.1445-2(b)(2) of the Company Treasury Regulations of each Seller (provided that if a Seller is a disregarded entity then such certificate shall be provided by its Secretary or other authorized officer, as to the Company Resolutions (as defined belowsole beneficial owner); (bxii) Copies a good standing certificate for each Company and each Subsidiary from the Secretary of any State in their respective jurisdictions of organization and all third from the Secretary of State in each other jurisdiction in which the operation of such Company’s or Subsidiary’s business in such jurisdiction, requires such Company or Subsidiary to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than five Business Days prior to the date hereof; (xiii) a true and complete copy, certified by the Secretary or an Assistant Secretary of each of UGP, Merion and UGPE, of the resolutions duly and validly adopted by the board of directors/managers of such Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which such Seller is a party consents obtained in connection with and the consummation of the transactions contemplated by this Agreementhereby and thereby; (cxiv) A fully executed copy a certificate of the amendment toSecretary or an Assistant Secretary of each of UGP, Merion and UGPE certifying the names and signatures of the officers of such Seller authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (xv) the Transfer of Establishment – Form III executed by BIT; (xvi) evidence satisfactory to the Purchaser that (i) the Sellers shall have contributed, or extension ofcaused to be contributed, to the capital of each Company and Subsidiary, the Dealer Agreementdifference between (i) the intercompany Indebtedness owed by such Company or Subsidiary to any Seller or its Affiliates (other than any Company or Subsidiary) as of the Closing Date and (ii) the intercompany Indebtedness owed by any Seller or its Affiliates (other than any Company or Subsidiary) to any Company or Subsidiary as of the Closing Date, dated May 1and all such intercompany Indebtedness shall cease to exist and be of no further force or effect; (xvii) evidence that all contracts or arrangements between any Company, 2▇▇▇Subsidiary or Institution, on the one hand, and any Seller or any Affiliate of any Seller (other than ▇▇▇▇▇▇▇ ▇▇▇or a Company, Subsidiary or Institution) shall have been terminated or amended to exclude any Company, Subsidiary or Institution as a party thereto; (xviii) an executed Termination of Lease Agreement with respect to the CCI Lease; (xix) an executed lease agreement between Farmington ▇▇▇▇▇ ▇▇▇▇▇▇ Corporation Associates LLC and S▇▇▇▇▇▇ Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares Purchaser, in a form satisfactory to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “S▇▇▇▇▇▇ Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, H▇▇▇▇ ▇. ▇▇▇▇▇▇ and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (hxx) The Non-Competition and Non-Solicitation Agreement evidence of payment by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor the Sellers of each amount set forth on Section 2.03(a)(xx) of the Company and Disclosure Schedules to the Purchaser (the “Non-Competition and Non-Solicitation Agreement”Person listed opposite such amount on Section 2.03(a)(xx) in form and substance reasonably acceptable to each of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Company and the Purchaser, duly executed by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and, on behalf of the Company, another authorized officer of the CompanyDisclosure Schedules.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering or causing to be delivered to the Purchaser the following: (a) A certificate, dated as of the date hereof and signed Sellers’ Agent on behalf of the Company Sellers shall deliver or cause to be delivered the following to Buyer: (i) membership certificates representing all of the Interests, each duly endorsed for transfer or accompanied by its Secretary or other authorized officerduly executed unit transfer powers, as to the Company Resolutions (as defined below)free and clear of all Encumbrances; (bii) Copies the Certificate of Closing Amounts; (iii) a certificate of the Secretary for the Company certifying the certificate of formation and operating agreement of the Company and incumbency of certain officers of the Company and setting forth a copy of the resolutions adopted by the Company’s Board of Managers authorizing and approving this Agreement and the consummation of the transactions contemplated hereby; (iv) a certificate of good standing for the Company from the State of Delaware dated within five (5) business days of the date hereof; (v) a waiver and release of any and all third party consents obtained claims against the Company from the Sellers in connection with the transactions contemplated by this Agreementform set forth on Exhibit B attached hereto; (cvi) A fully executed copy evidence that any and all agreements between Related Parties and the Company that are listed in Section 3.18 of the amendment toDisclosure Letter have been terminated; (vii) an executed “payoff letter” from each of the Company’s lenders in a form reasonably satisfactory to Buyer; (viii) UCC termination statements and similar releases and documents as Buyer reasonably determines are necessary to release or terminate any liens (other than Permitted Encumbrances and debts being paid in full pursuant to the aforementioned payoff letters that allow for Buyer to prepare and file such UCC termination statements) affecting the Company, or extension of, in form and substance reasonably satisfactory to Buyer; (ix) the Dealer Agreement, dated May 1, 2▇▇▇▇▇ Employment Agreement, executed by ▇▇▇▇ ▇▇▇▇▇; (x) the ▇▇▇▇▇▇▇ Employment Agreement, executed by ▇▇▇ ▇▇▇▇▇▇▇; (xi) the ▇▇▇▇ Employment Agreement, executed by ▇▇▇▇▇▇▇ ▇▇▇▇; (xii) the ▇▇▇▇▇▇ Employment Agreement, executed by ▇▇▇▇▇ ▇▇▇▇▇▇; (xiii) the ▇▇▇▇▇▇ Employment Agreement, executed by ▇▇▇▇ ▇▇▇▇▇▇; (xiv) the Given Employment Agreement, executed by ▇▇▇ Given; (xv) the Hohnsen Employment Agreement, executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ; (xvi) the ▇▇▇▇▇▇ Corporation and S▇▇▇▇▇▇ Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Employment Agreement, dated December 2, 2013, between the Sellers (the “S▇▇▇▇▇▇ Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, H▇▇▇▇ ▇. ▇▇▇▇▇▇ and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Company and the Purchaser, duly executed by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and, on behalf ; (xvii) the written resignations of each officer and manager of the Company, another authorized officer Company as to which such resignation has been requested by Buyer; (xviii) certificates from each Seller dated as of the CompanyClosing Date in compliance with Treasury Regulation Section 1.1445-2(b), certifying that each of the Sellers is not a foreign person; and (xix) the consents from third parties set forth in Section 2.2 of the Disclosure Letter in forms reasonably acceptable to Buyer.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver, or causing cause to be delivered delivered, to the Purchaser Buyer the followingfollowing items: (a) A certificatethe stock certificates representing the Shares, dated as endorsed or accompanied by stock powers in favor of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below)Buyer; (b) Copies the certificate of any and all third party consents obtained in connection with incorporation, or other comparable charter documents, of the transactions contemplated Company, certified as of the most recent practicable date by this Agreement;the New Mexico Secretary of State. (c) A fully executed copy a good standing certificate or its equivalent for the Company, certified as of the amendment to, or extension of, most recent practicable date by the Dealer Agreement, dated May 1, 2▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and S▇▇▇▇▇▇ Atlantic CorporationNew Mexico Secretary of State; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment a certificate of the Purchased Shares Secretary of the Company, given by him on behalf of the Company, as applicable, and not in his individual capacity, certifying as to the Purchaserbylaws of the Company, as applicable; (e) A copy of a written resignation notice duly executed original corporate record books and delivered to the Company by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer and President stock record books of the Company but not from any other position with the Company or any of its SubsidiariesCompany; (f) A copy resignations of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “SC▇▇▇▇▇▇ Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, H▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by MD▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ in favor as directors and officers of the Company Company, who are specified in a notice delivered by the Buyer to Sellers at least five days prior to the Closing, effective as of the Closing Date; (g) a non-foreign person affidavit from each Seller duly executed and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) acknowledged, in form and substance reasonably acceptable satisfactory to each the Buyer, certifying that the transactions contemplated by this Agreement are exempt from withholding under section 1445 of Mthe Code; (h) a counterpart of the G▇▇▇▇▇▇▇ Employment Agreement (the “G▇▇▇▇▇▇▇ Employment Agreement”), by and among Buyer and G▇▇▇▇▇▇▇, in substantially the Company and the Purchaserform attached hereto as Exhibit A, duly executed by MG▇▇▇▇▇▇▇; (i) a counterpart of the R▇▇▇▇▇▇ Employment Agreement (the “R▇▇▇▇▇▇ Employment Agreement”), by and among Buyer and R▇▇▇▇▇▇▇ and, on behalf in substantially the form attached hereto as Exhibit B, executed by R▇▇▇▇▇▇; (j) a counterpart of the CompanyCommercial Lease between Buyer and Randreau Properties, another authorized officer of LLC (the Company“Lease”), in substantially the form attached hereto as Exhibit C, executed by Randreau Properties, LLC; and (k) such other instruments as Buyer shall reasonably require pursuant to this Agreement.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver or causing cause to be delivered to the Purchaser Buyer the followingfollowing items: (a) A certificatestock certificates representing the Company Shares duly endorsed to the Buyer, accompanied by duly executed stock powers transferring the Company Shares to the Buyer, which stock powers shall be duly executed by the applicable Seller and in form and substance reasonably satisfactory to the Buyer; (i) a certificate duly executed by each Seller and the Secretary of the Company, dated as the Closing Date, in form and substance reasonably satisfactory to the Buyer, attaching: (A) the current certificate of incorporation of the date hereof Company, certified by the Secretary of State of the State of Delaware; and signed on behalf (B) a copy of the by-laws of the Company by its Secretary or other authorized officer, as and certifying to the Company Resolutions (as defined below); (b) Copies absence of any amendments thereto; and all third party consents obtained (ii) a certificate duly executed by a director or officer of Aquasium, dated the Closing Date, in connection with form and substance reasonably satisfactory to the Buyer, attaching resolutions of the board of directors of Aquasium duly authorizing the transactions contemplated by this Agreementhereby; (c) A fully duly executed copy resignations of all of the amendment toofficers and directors of the Company, or extension of, effective as of the Dealer Agreement, dated May 1, 2▇▇▇, Closing Date and otherwise in form and substance reasonably satisfactory to the Buyer; (d) the letter agreement concerning ▇▇▇▇▇▇▇▇’▇ continued employment with the Company for the duration of 2012 (which letter attaches an employment agreement between the Buyer and ▇▇▇▇▇▇▇▇ concerning ▇▇▇▇▇▇ Corporation and S▇▇▇’▇ employment with the Buyer thereafter) (the “▇▇▇ Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer Amended and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “S▇▇▇▇▇▇ Stockholders Restated Employment Agreement”), duly executed by ▇▇▇▇▇▇▇▇; (e) the letter extending an offer of employment with the Buyer to ▇▇▇▇▇▇▇ on terms reasonably satisfactory to ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Employment Offer”) providing, among other things, that (i) ▇▇▇▇▇▇▇’▇ salary and benefits following the Closing Date through December 31, 2012 will remain substantially similar to his salary and benefits immediately prior to the Closing Date, (ii) ▇▇▇▇▇▇▇’▇ employment may not be terminated by the Buyer or the Company without cause prior to December 31, 2012, and (iii) ▇▇▇▇▇▇▇ will receive a new offer letter no later than November 15, 2012 setting forth the proposed terms of his employment from and after January 1, 2013, duly executed by ▇▇▇▇▇▇▇; (f) the Escrow Agreement, duly executed by each SellerSeller and the Escrow Agent; (g) The Stockholders Agreement certificates as to the good standing of the Company issued within ten (10) days prior to the Closing Date by the appropriate Governmental Authorities within each jurisdiction where the Company is organized or qualified to do business as a foreign entity; (h) a certificate as to the good standing of Aquasium issued within ten (10) days prior to the Closing Date by the appropriate Governmental Authority within the jurisdiction where Aquasium is organized; (i) a duly executed receipt and among release, in each case in form and substance reasonably satisfactory to the PurchaserBuyer, Hfrom (i) Aquasium regarding the portion of the Adjusted Purchase Price to which Aquasium is entitled pursuant to Section 2.04(a)(iv), acknowledging that such payment constitutes payment in full of Aquasium’s portion of the Adjusted Purchase Price and that the Buyer does not and will not owe Aquasium any further amounts in respect thereof, (ii) each of ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ regarding delivery of the Buyer Shares, acknowledging that such delivery (made in accordance with such Sellers’ Pro Rata Ownership Interest) constitutes payment in full of such Sellers’ portion of the Adjusted Purchase Price and that the Buyer does not and will not owe such Seller any further amounts in respect thereof, and (iii) each Seller recipient of a payment contemplated by Sections 2.04(a)(i) and (ii) acknowledging that such payment constitutes payment in substantially full of all such amounts owed to such recipient and that the Company does not and will not owe such recipient any further amounts in respect thereof; (j) all minute books, stock record books and corporate (or similar) records and seals of the Company not already in the possession of the Company; (k) evidence reasonably satisfactory to the Buyer of the termination and discharge of the stockholders agreement, management agreement, and other agreements set forth on Schedule 3.02(k), in each case without any further obligation or liability of the Company thereunder; (l) all approvals, authorizations, waivers, consents and releases of third parties and Governmental Authorities set forth on Schedule 3.02(l), in each case, in form and substance reasonably satisfactory to the Buyer; (m) evidence that the Sellers have, at the Sellers’ expense, repaid all Debt of the Company set forth on Schedule 2.04(a)(i), and obtained the release of all Encumbrances (except Permitted Liens) on the Company Shares and all Encumbrances on the assets of the Company, in each case set forth on Schedule 2.04(a)(i), including any related UCC filings and a release of any rights such lienholder may have against the Buyer, the Company Shares or the assets of the Company; provided, that, to the extent that any such repayment or release requires the prior payment of any amount, the Sellers shall procure a payoff letter from the holder of such Debt or Encumbrance which evidences the amount required to be paid, and the Buyer shall have the right to pay such amount out of funds to be paid by the Buyer at Closing as contemplated by Section 2.04(a)(i); (n) with a copy of each to Aquasium, (i) a statement, in form and substance reasonably satisfactory to the Buyer and Aquasium, conforming to the requirements of Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3)(i) of the Treasury Regulations; and (b) a form of notice, in form and substance reasonably satisfactory to the Buyer and Aquasium, to the U.S. Internal Revenue Service prepared in accordance with the requirements under Section 1.897-2(h)(2) of the Treasury Regulations; (o) Subscription Agreements between the Company and each of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ for the acquisition of the Buyer Shares in the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders AgreementSubscription Agreements”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (p) an owner’s title insurance policy issued by First American National Title Insurance Company, dated as of the date of Closing, insuring that the Company owns fee simple title to the Owned Real Property, subject only to the Permitted Encumbrances (other than the Citizens Bank Mortgage), and with endorsements for access, environmental, deletion of arbitration provision and non-imputation; (q) the Purchaser, duly executed by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and, on behalf Environmental Insurance Policies and evidence to the satisfaction of the CompanyBuyer that all premiums, another authorized officer fees, charges and costs associated with such policies have been paid; (r) a resolution of the Companyboard of directors of the Company duly authorizing the termination, effective as of the close of business on the date that is immediately prior to the Closing Date, of the EBTEC Corporation 401(k) Savings Plan (and any predecessor thereto) (the “Plan”), and an Amendment to the Plan terminating the Plan; (s) evidence to the satisfaction of the Buyer of the termination of the Severance Agreements and all payments due pursuant to Section 2.07; and (t) such other documents and instruments as the Buyer shall reasonably request to consummate or evidence the transactions contemplated hereby.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering will deliver or causing cause to be delivered to Buyer the Purchaser the following:following (in such forms as approved by Buyer, such approval not to be unreasonably withheld, conditioned, or delayed): (a) A certificateoriginal stock certificates evidencing the Shares or if any of those certificates are lost, dated as a statutory declaration given by the relevant Seller in accordance with section 1070D of the date hereof and signed on behalf Corporations Act 2001 (Cth) in respect of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below)those certificates; (b) Copies d▇▇▇ completed and executed transfers of any and all third party consents obtained the Shares in connection with registrable form in favor of the transactions contemplated by this AgreementBuyer; (c) A fully a Release of Claims, in the form attached hereto as Exhibit C, duly executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and S▇▇▇▇▇▇ Atlantic Corporationby each Seller; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment resignations of the Purchased Shares to officers and directors of the PurchaserCompany Group; (e) A copy a certificate of a written resignation notice duly executed and delivered to the Company by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer and President Secretary of State or other appropriate official of each member of the Company but not from any other position with Group’s jurisdiction of incorporation to the effect that each member of the Company Group is in good standing (or any the equivalent thereof) in such jurisdiction, as of its Subsidiariesa date no earlier than ten (10) days prior to Closing; (f) A copy of the agreement an IRS Form W-9, W-8BEN, or other instrument terminating that certain Stockholders AgreementW-8BEN-E, dated December 2, 2013, between the Sellers (the “S▇▇▇▇▇▇ Stockholders Agreement”)as applicable, duly executed by each Seller; (g) The Stockholders Agreement by the stock register, minute books and among all other business books and business records relating to the Purchaseroperation of each member of the Company Group; (h) the Funds Flow Memo; (i) acknowledgements and consents, H▇▇▇▇ ▇. ▇▇▇▇▇▇ in form and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”)substance reasonably satisfactory to Buyer, duly executed by each Sellerof the parties listed on Schedule 6.2(h) with respect to the Contracts identified therein; (j) a certificate of the Secretary of the Company certifying as to: (i) the articles of incorporation and bylaws (or equivalent organizational documents) of the Company, as in effect as of the Closing Date; and (hii) The Non-Competition resolutions of the Company’s directors and Non-Solicitation Sellers authorizing the execution, delivery and performance of this Agreement and of all other agreements and certificates contemplated by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ this Agreement and: (A) approving the transfer of the Shares to the Buyer and its registration in favor the register of members of the Company and the Purchaser issue of a new share certificate in the Buyer’s name and the cancellation of the existing share certificates in respect of the Shares; (B) approving the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable appointment of any nominees of the Buyer as director and/or secretary and/or public officer of the Company from Closing (subject to each of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Company and the Purchaser, them having provided duly executed consents to act in that role); and (C) noting the resignations of any officers who are required to resign on Closing; (k) payoff and release letters (which shall contain wire instructions to payees thereof) executed by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and, on behalf each of the Company, another authorized officer creditors of the CompanyClosing Date Indebtedness, which, if applicable, are accompanied by UCC-3 termination statements terminating all Liens (including Tax liens); and (l) a copy of the Retention Documents executed by the Key People.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver or causing cause to be delivered the following to the Purchaser the followingBuyer: (ai) the Funds Flow Memo, duly executed by the Sellers’ Representative, in form and substance reasonably acceptable to the Buyer; (ii) Assignments of Membership Interests of each Seller, duly executed by such Seller, transferring title to such Seller’s Interests free and clear of all Liens, substantially in the form set forth on Exhibit H hereto; (iii) the Escrow Agreement, duly executed by the Sellers’ Representative; (iv) Payoff letter with respect to any Indebtedness owed to Boston Private Bank, in form and substance reasonably acceptable to the Buyer; (v) Payoff letter with respect to any Indebtedness owed to JAMESTOWN Premier 245 First, LLC; (vi) Invoice with respect to any Seller Transaction Expenses owed to ▇▇▇▇▇▇, ▇’▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP; (vii) Letter with respect to any Seller Transaction Expenses owed to Petsky ▇▇▇▇▇▇▇ LLC; (viii) A certificate, dated as of the date hereof and signed on behalf manager’s certificate certifying that (i) any liability of the Company by its Secretary for distributions or other authorized officerpayments due to any Seller (other than salary, as bonus or expenses) have been paid or eliminated; and (ii) any liability of any Seller for payments due to the Company Resolutions (as defined below);Company, other than routine travel expense advances in the ordinary course of business and consistent in amount with past practice, have been paid or eliminated. (bix) Copies from each of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and S▇▇▇▇▇▇ Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by M▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “S▇▇▇▇▇▇ Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, H▇▇▇▇ ▇. ▇▇▇▇▇▇ and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, offer letters, signed by each such party, relating to their employment by the Company and Buyer after the PurchaserClosing, duly executed by Meach in the form previously agreed with such persons; (x) from each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ and▇▇▇▇, on behalf ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a Non-Competition Agreement; (xi) from each Seller, a general release, in form and substance reasonably acceptable to the Buyer; (xii) from each officer of the Company and each member of the board of managers or the equivalent of the Company, another authorized officer a written resignation, in form and substance reasonably satisfactory to Buyer; (xiii) a certificate from the Secretary of State of the CompanyState of Delaware and each state in which the Company is qualified as a foreign corporation to do business to the effect that the Company is in good standing in such state; (xiv) a certificate dated the Closing Date executed by a manager of the Company certifying as to a true and correct copy of the resolutions duly adopted by the Members authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (xv) written consent of the Class B Member (as defined in the Operating Agreement) to the Sellers’ sale of their membership interests to the Buyer; and (xvi) all notices and consents set forth on Schedules 3.3 or 3.7 of the Disclosure Schedules hereto, in form and substance reasonably acceptable to the Buyer.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver, or causing cause to be delivered delivered, to the Purchaser the followingfollowing items: (a) A certificate, dated as (i) stock certificates representing all of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as Shares with duly executed stock powers attached in proper form for transfer to the Company Resolutions Purchaser and (as defined below)ii) any other documents that are necessary to transfer to the Purchaser good and valid title to the Shares free and clear of any Liens, with any necessary transfer tax stamps affixed or accompanied by evidence that all stock transfer taxes have been paid; (b) Copies a receipt, duly executed by the Sellers, evidencing receipt by the Sellers of any and all third party consents obtained in connection with the transactions contemplated by this AgreementPurchase Price; (c) A fully executed copy of an employment agreement, in the amendment toform attached hereto as Exhibit B, or extension of, by and between the Dealer Agreement, dated May 1, 2Company and ▇. ▇▇▇▇ (the “▇. ▇▇▇▇ Employment Agreement”), duly executed by ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and S▇▇▇▇▇▇ Atlantic Corporation; (d) All stock certificates representing an employment agreement, in the Purchased Shares form attached hereto as Exhibit C, by and stock powers between the Company and ▇. ▇▇▇▇ (the “▇. ▇▇▇▇ Employment Agreement”, and together with the ▇. ▇▇▇▇ Employment Agreement, the “Employment Agreements”), duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser▇. ▇▇▇▇; (e) A copy releases, each in the form of a written resignation notice duly executed and delivered to the Company by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “S▇▇▇▇▇▇ Stockholders Agreement”)Exhibit D, duly executed by each Seller; (f) reasonably current good standing certificates (or equivalent document) for the Company issued by the appropriate Governmental Authority in the Company’s jurisdiction of incorporation and in each jurisdiction where the Company is qualified to do business as a foreign corporation; (g) The Stockholders Agreement copies of the Certificate of Incorporation (or equivalent document) of the Company, certified by the secretary of state of its jurisdiction of incorporation, and among copies of the PurchaserBylaws (or equivalent document) of the Company, H▇▇▇▇ ▇. ▇▇▇▇▇▇ certified by an officer of the Company; (h) the original corporate record books and each Seller in substantially stock record books of the form attached hereto as Exhibit A Company, and all books and records (including data stored on discs, tapes or other media) related to the “PurchaserCompany’s business, including, to the extent available, all current and historical financial, accounting and Tax records); (i) all of the Consents listed on Schedules 4.4 and 5.4(b); (j) certificates of the Sellers required pursuant to Sections 9.1(c) and (f); (k) non-Sellers Stockholders Agreement”)foreign person affidavits that comply with the requirements of Section 1445 of the Code, duly executed by each SellerSeller and reasonably satisfactory to the Purchaser; (l) a certificate of the Sellers, dated as of the Closing Date, setting forth in sufficient detail acceptable to the Purchaser (i) all Indebtedness of the Company (other than accounts and trade payables not yet invoiced as of the Closing Date, which accounts and trade payables shall be a liability of the Sellers as Indebtedness), (ii) all Selling Expenses, (iii) all Bonus Amounts, and (iv) all Retained Accounts Receivable, in each case as of the Closing Date; (m) [intentionally omitted]; (n) appropriate termination statements under the Uniform Commercial Code and other instruments as may be reasonably requested by the Purchaser to evidence the release of any and all Liens (other than Permitted Encumbrances) on any of the assets or properties of the Company; (o) written resignations of each director and officer of the Company; (p) joinder agreements, guarantees, security pledges, subordination agreements, certificates, and any other documents requested by the Purchaser’s lenders in connection with any required consent of such lenders to the transactions contemplated by this Agreement and the Ancillary Agreements, each to be effective only as of the Closing Date and in form and substance satisfactory to the Purchaser and its lenders; and (hq) The Non-Competition such other documents and Non-Solicitation Agreement by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of the Company and instruments as the Purchaser (reasonably requests to consummate the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Company and the Purchaser, duly executed by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and, on behalf of the Company, another authorized officer of the Companytransactions contemplated hereby.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver, or causing cause to be delivered delivered, to the Purchaser each of the following: (a) A certificatein the case of Original CRS, C▇▇▇ and Horn, a counterpart of the Assignment and Assumption Agreement, dated as of the date hereof Closing Date (the “Assignment and signed on behalf Assumption Agreement”), with respect to the sale, assignment, transfer and delivery of the Company Direct Equity Interests, in the appropriate form included in Exhibit E hereto duly executed by its Secretary Original CRS or other authorized officerHorn, as to applicable, and the Company Resolutions (as defined below)Company; (b) Copies in the case of the E Sellers, one or more certificates evidencing all of the Blocker Shares (other than any and all third party consents obtained Redeemed Blocker Shares), duly endorsed in connection with blank or accompanied by stock powers duly executed in blank, in proper form for transfer to the transactions contemplated by this AgreementPurchaser; (c) A fully executed copy in the case of C▇▇▇ and Bon Accord, a counterpart of the amendment toAssignment and Assumption Agreement with respect to the sale, or extension ofassignment, transfer and delivery of the Dealer Agreement, dated May 1, 2▇▇▇, P▇▇▇▇▇▇▇ Interests in the appropriate form included in Exhibit E hereto, duly executed by C▇▇▇ or Bon Accord (as applicable) and P▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and S▇▇▇▇▇▇ Atlantic Corporation; (d) All stock certificates representing a counterpart of the Purchased Shares and stock powers Escrow Agreement, dated as of the Closing Date, duly executed by each the Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment Representative, on behalf of the Purchased Shares to the PurchaserSellers; (e) A copy a certificate, dated as of a written resignation notice the Closing Date, duly executed and delivered by an authorized officer of the Company, to the Company by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer effect set forth in Section 10.02(a) and President of the Company but not from any other position with the Company or any of its SubsidiariesSection 10.02(b); (f) A copy a certificate, dated as of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “S▇▇▇▇▇▇ Stockholders Agreement”)Closing Date, duly executed by (i) in the case of each SellerSeller that is an Entity, a duly authorized officer of such Seller and (ii) in the case of each Seller that is an individual, such individual, to the effect set forth in Section 10.02(a) and Section 10.02(b); (g) The Stockholders Agreement by letters of resignation from each officer, director or manager of (or person holding a similar position with) each Acquired Company, which letters (i) shall evidence the resignation, effective as of the Closing, of each such individual from such position as an officer, director or manager (and among any similar position) with any Acquired Company and (ii) in the Purchasercase of any such officer, director or manager (other than C▇▇▇ and H▇▇▇▇ ▇. ▇▇▇▇▇▇ and ) of any Acquired Company who is not a Continuing Employee shall include an unconditional release of all Claims of any nature whatsoever (other than claims arising under any Indemnification Agreement, or in accordance with the Organizational Documents of the Acquired Companies as in effect as of the date hereof) that each Seller such officer, director or manager has or may in substantially the form attached hereto future have against any Acquired Company arising out of, in connection with or with respect to his or her service as Exhibit A an officer, director or manager of an Acquired Company; (h) evidence reasonably satisfactory to the “Purchaser-Sellers Stockholders Agreement”)Purchaser that the severance, management, consulting or similar Contracts to be terminated pursuant to Section 8.04(e) or 8.13(b) have been terminated; (i) a certificate duly executed by the Secretary of the Company certifying (i) that the resolutions of the Board (as defined in the Company LLC Agreement) of the Company authorizing and approving the execution, delivery and performance of this Agreement by the Company have been duly adopted and are in full force and effect and have not been amended, modified or rescinded and (ii) that the officers of the Company executing this Agreement are duly authorized to execute the same; (j) a certificate of a duly authorized officer of each SellerSeller that is an Entity certifying (i) that resolutions of the board of directors or similar governing body of such Seller authorizing and approving the execution, delivery and performance of this Agreement by such Seller have been duly adopted and are in full force and effect and have not been amended, modified or rescinded and (ii) that the authorized officers of each such Seller executing this Agreement are duly authorized to execute the same; (k) certificates from the Secretary of State of the applicable state of formation, dated no later than five Business Days prior to the Closing Date, confirming the existence and good standing of (i) each of the Sellers that is an Entity and (ii) each of the Acquired Companies; (l) certificates from the Secretary of State of each state in which (i) the Blocker Companies or (ii) any of the Target Companies is registered or qualified to conduct business, dated no later than five Business Days prior to the Closing Date, confirming the registration or qualification and good standing of each such Entity; and (hm) The Non-Competition and Non-Solicitation Agreement by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor from each Seller, a certificate complying with the provisions of Section 1445 of the Company and Code to the Purchaser (effect that such Seller is not a “foreign person” within the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each meaning of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Company and the Purchaser, duly executed by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and, on behalf Section 1445 of the Company, another authorized officer of the CompanyCode.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Shareholder Representatives on behalf of all the Sellers are delivering shall deliver originals or causing actual and bona fide true and correct copies or facsimile copies (except as otherwise specified herein) which in the case of any copies or facsimile copies will be followed by delivery of original documents within thirty (30) days from the Closing, or cause to be delivered delivered, to the Purchaser Buyer the following: (a) A certificate, dated as a receipt from the Shareholder Representatives evidencing receipt by the Sellers of the date hereof Purchase Price subject to the receipt of funds, and signed on behalf a receipt evidencing receipt by the Sellers of the Company by its Secretary or other authorized officer, as WNS Shares subject to the Company Resolutions (as defined below)receipt of the WNS Shares; (b) Copies the employment agreements, in the form of any and all third party consents obtained in connection with Exhibit D attached hereto, duly executed by each of the transactions contemplated by this AgreementCore Members (the "Employment Agreements"); (c) A fully the Escrow Agreement, duly executed by each of the Buyer, the Core Members and the Escrow Agent; (d) the First Magnus Agreement Amendment duly executed by First Magnus-I and the Company; (e) original stock certificates representing all of the Shares with duly executed stock powers attached in proper form for Transfer to the Buyer; (f) a copy of the amendment tocurrent long-form good standing certificate (or equivalent document) for the Company issued by the Secretary of State of the State of Delaware, or extension of, the Dealer Agreement, dated May 1, 2USA; (g) ▇ ▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and S▇▇▇▇▇▇ Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “S▇▇▇▇▇▇ Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, H▇▇▇▇ ▇. ▇▇▇▇▇▇ and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Company and the Purchaser, duly executed by M▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ and▇▇mpany, certified by the Secretary of State of Delaware, and a copy of the Bylaws (or equivalent document) of the Company, certified by a duly authorized officer of the Company; (h) a copy of the corporate record books and stock record books of the Company certified as true and correct as of the Closing Date by the Company's Secretary or Assistant Secretary; (i) any other instruments as may be reasonably requested by the Buyer no later than five (5) days prior to Closing to extinguish all Indebtedness (other than as prohibited by applicable Laws) in excess of $100,000 of the Company and any security interests related thereto to the extent directed by the Buyer; (j) all of the consents, if any, listed on Schedule 4.6 and Schedule 4.7; (k) written resignations of each director and officer of the Company and each officer and each of the Seller Nominee Directors of Trinity India to be with effect on the Closing Date and subject to the Closing and with regard to Trinity India and the Company each such resignation to contain an expres but standard acknowledgement that the director or officer has no claim against Trinity India or the Company for compensation for loss of office, redundancy, unfair dismissal or otherwise arising from such resignation; (l) the common seal and all registers and minute books of Trinity India, completed through the Closing Date, to be delivered at the place of Closing; (m) a copy of the memorandum of association and articles of association of Trinity India certified by the Company Secretary of Trinity India as a true and complete and accurate copy as of the Closing Date; (n) a copy of the letter submitted to the Department of Telecommunications of the Government of India seeking approval for change in control resulting from the Transfer of the Shares (o) evidence to the reasonable satisfaction of the Buyer of the Transfer of the Trinity India Share to the Trinity India Remaining Shareholder as nominee for the Company; (p) a certificate duly executed by each of the Shareholder Representatives, in a form reasonably satisfactory to the Buyer, stating that (a) to their Knowledge, the Sellers who they represent have performed and complied with all the covenants and agreements required to be performed by the Sellers that they represent, under this Agreement on or prior to Closing, (b) to their Knowledge, there has been no event or occurrence having a Material Adverse Effect on the Company and Trinity India taken as a whole, and (c) each of the representations and warranties set forth in Article 4 hereof to the extent made by them or on behalf of the Sellers they represent, are true and correct at and as of the Closing Date; (q) a certificate duly executed by an officer of the Company on behalf of the Company, another authorized officer in a form reasonably satisfactory to the Buyer, stating that (a) there has been no event or occurrence having a Material Adverse Effect on the Company and its Subsidiaries taken as a whole, Trinity India or their respective businesses, and (b) that each of the representations and warranties set forth in Article 4 hereof are true and correct at and as of the Closing Date; (r) such other documents and instruments as the Buyer shall request as being reasonably necessary to effect the Closing. (s) a certificate addressed to the Buyer in the form and substance set forth on Exhibit E hereto to be provided by each Seller certifying their title to Shares held by each of them in the Company (t) copies, certified as true by the company secretary of or by a director of Trinity India, of written revocations of such powers of attorney granted by each of the Company and Trinity India in favor of its directors, officers, employees or agents, as may be requested by Buyer in writing not less than 7 (seven) days prior to the Closing Date, such revocations to take effect conditional on and as at Closing; and (ii) copies, certified as true by the company secretary of or by a director of each of the Company and Trinity India, of revocations of such bank mandates and other authorizations for signatories of bank accounts of each of the Company and Trinity India, as the case may be, as may be requested by Buyer in writing not less than seven (7) days prior to the Closing Date, such revocations to take effect conditional on and as at Closing. (u) A Deed of Adherence to the Investment Agreement in the form or forms attached hereto as Exhibit F executed First Magnus, the Core Members and the Shareholder Representative. (v) Each Seller shall execute and deliver an appropriate waiver and release to specify that he/it irrevocably and forever waives and releases the Company, its Subsidiaries and Affiliates and the Buyer, and their respective officers and directors, from any and all claims now or hereafter arising (i) in respect of the consideration received or receivable by such Seller pursuant to the transactions contemplated hereby, and (ii) regarding any claim based upon or relating to unfair treatment in connection with the payment of the Transaction Consideration or any portion thereof and such Seller's entitlement thereto or discrimination in the determination of the amount payable or paid or to be paid to such Seller or the nature of the consideration received or receivable by such Seller. (w) The Shareholder Representatives shall have delivered, or cause to be delivered, to the Buyer a complete and correct copy of the unaudited balance sheet of the Company and its Subsidiaries as of October 31, 2005, and the related unaudited statement of income for the three-month period then ended (the "Company Interim Financial Statements") prepared in accordance with US GAAP. (x) evidence to the reasonable satisfaction of the Buyer that the Pre-Closing Dividend has been paid by the Company.