Disclosure by Buyer and Seller. One or more individuals representing the Buyer or Seller may hold real estate licenses from multiple states.

“Letters” means, collectively, Seller Disclosure Letter and Buyer Disclosure Letter, and each is referred to as a “Letter.”

“Knowledge” means, (a) in the case of Seller, the actual knowledge (after due inquiry) of the individuals listed in [Section 1.01] of the Seller Disclosure Letter and (b) in the case of Buyer, the actual knowledge (after due inquiry) of the individuals listed in [Section 1.01] of the Buyer Disclosure Letter.

“Mutual Non-Disclosure Agreement” means that Mutual Non-Disclosure Agreement between ​ Inc. and its affiliates and ​ and its affiliates, dated ​, as amended.

Representations and Warranties of Seller and Buyer. Seller and Buyer hereby present and warrant that there has been no act or omission by Seller or Buyer that would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

At Closing, Seller shall deliver or cause to be delivered to Buyer the following documents (collectively, the “Seller’s Closing Documents”):

Assignment of Assumed Contracts. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, Seller hereby sells, conveys, transfers, assigns and delivers to Buyer, and its successors and assigns, all of Seller’s right, title and interest in, to and under the Assumed Contracts, including those listed on [Section 2.2(e)] of the Seller Disclosure Letter, and Buyer hereby accepts such sale, conveyance, transfer, assignment and delivery from Seller.

. Each of the Sellers acknowledges that such Seller shall not, at any time during the five (5) year period following the Closing Date, disclose any Confidential Information to anyone other than to Representatives of the Buyer (except for any such Confidential Information which is required to be disclosed by such Seller in connection with any Proceeding or pursuant to any Legal Requirement, and then only after such Seller has given written notice to the Buyer of the intention to disclose such Confidential Information and has given the Buyer a reasonable opportunity to contest the need for such disclosure, and such Seller shall cooperate with the Buyer, at the Buyer’s expense, in connection with any such contest).

The Seller desires to sell to the Buyer and the Buyer desires to purchase from the Seller, certain assets of the Seller (including the Subsidiary Securities), and in consideration therefor # the Buyer desires to assume from the Seller, and the Seller desires to assign to the Buyer, certain obligations and liabilities relating to such assets, and # the Buyer desires to issue to the Seller and the Seller desires to purchase from the Buyer, certain New Senior Secured Notes and ordinary shares in the capital of the Buyer (“Buyer Securities”), all upon the terms and subject to the conditions contained herein.

At any time after title transfer to Buyer or complete payment by Buyer to Seller of any piece of Seller Provided Tooling, Seller shall, upon request from Buyer, execute and deliver to Buyer such bills of sale, instruments of conveyance, certificates or other documentation and take such other actions as Buyer may reasonably request in order to confirm and complete transfer ownership of such Seller Provided Tooling from Seller to Buyer.