OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (THE "CLOSING") SHALL TAKE PLACE AT THE OFFICES
OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION 12235 EL CAMINO
REAL, SUITE 200, SAN DIEGO, CALIFORNIA 92130, AT 10:00 A.M. LOCAL TIME FOLLOWING
THE SATISFACTION OR WRITTEN WAIVER OF THE LAST OF THE CONDITIONS OF CLOSING AS
SET FORTH IN ARTICLE 7 (OTHER THAN THOSE CONDITIONS WHICH, BY THEIR NATURE, ARE
TO BE SATISFIED AT THE CLOSING, BUT SUBJECT TO THE SATISFACTION OR WAIVER
THEREOF), OR ON SUCH OTHER DATE THE PARTIES MAY MUTUALLY DETERMINE (THE "CLOSING
DATE").
2.3
FURTHER ASSURANCES; POST-CLOSING
COOPERATION.
(A)
ON THE CLOSING DATE, SELLER SHALL, AT NO COST TO
BUYER IN THE MANNER AND FORM REASONABLY SPECIFIED BY BUYER, DELIVER TO BUYER ALL
OF THE SECURITIES.
(B)
FOLLOWING THE CLOSING, THE SELLER WILL PROVIDE THE
BUYER, UPON THE BUYER'S REASONABLE PRIOR WRITTEN REQUEST, WITH COPIES AND
EXTRACTS FROM ANY RECORDS RELATING TO GPAA AND LDMA IN ITS POSSESSION WITH
RESPECT TO PERIODS PRIOR TO THE CLOSING, TO THE EXTENT THAT SUCH ACCESS MAY BE
REASONABLY REQUIRED BY THE PARTY OR ITS REPRESENTATIVES IN CONNECTION WITH
(I) THE PREPARATION OF TAX RETURNS, (II) THE DETERMINATION OR ENFORCEMENT OF
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING BY ANY INDEMNIFIED PARTY
(AS DEFINED BELOW), (III) COMPLIANCE WITH THE REQUIREMENTS OF ANY GOVERNMENTAL
ENTITY, (IV) IN CONNECTION WITH ANY ACTUAL OR THREATENED PROCEEDING; OR
(V) OPERATION OF THE GOLD BUSINESS POST-CLOSING.
2.4
DELIVERY.
(A)
DELIVERIES BY SELLER.
AT THE CLOSING, SELLER
WILL DELIVER OR CAUSE TO BE DELIVERED TO BUYER THE FOLLOWING:
(I)
AN ASSIGNMENT OF MEMBERSHIP INTEREST IN
THE NAME OF BUYER REPRESENTING 100% OF THE GPAA MEMBERSHIP INTERESTS;
(II)
AN ASSIGNMENT SEPARATE FROM STOCK
CERTIFICATE TRANSFERRING 100% OF THE LDMA STOCK INTO THE NAME OF BUYER;
(III)
A BALANCE SHEET OF THE GOLD BUSINESS AS AT
MARCH 31, 2007 (THE "MARCH BALANCE SHEET") ADJUSTED TO REVERSE INTER-COMPANY
RECEIVABLES AND A BALANCE SHEET OF THE GOLD BUSINESS AS AT DECEMBER 31, 2006;
(IV)
CASH AND CASH EQUIVALENTS TO REMAIN IN THE GOLD
BUSINESS OF NO MORE THAN $824,583 (THE "GOLD CASH")
(V)
RESIGNATION LETTERS OF THOMAS E. HORNISH
WHEREBY MR. HORNISH AGREES TO RESIGN HIS POSITION AS SECRETARY AND DIRECTOR OF
LDMA;
(VI)
THE SELLER OFFICER CERTIFICATE REFERRED TO IN
SECTION 7.2(G) HEREUNDER;
9
(VII)
THE LDMA/AU MANAGEMENT CONTRACT;
(VIII)
RESIGNATION LETTERS OF PERRY MASSIE WHEREBY MR.
MASSIE AGREES TO RESIGN HIS POSITION AS DIRECTOR, VICE PRESIDENT AND SECRETARY
OF PARENT GPAA AND AS PRESIDENT AND CHAIRMAN OF THE BOARD OF LDMA;
(IX)
THE DEEDS TO THE REAL PROPERTY;
(X)
THE TRANSITION SERVICES AGREEMENT, DULY
EXECUTED BY SELLER; AND
(XI)
THE PROGRAMMING LICENSE AGREEMENT, DULY
EXECUTED BY SELLER.
(B)
DELIVERIES BY BUYER.
AT THE CLOSING, BUYER WILL
DELIVER OR CAUSE TO BE DELIVERED TO SELLER THE FOLLOWING:
(I)
THE CONSIDERATION;
(II)
CASH REMAINING IN THE GOLD BUSINESS IN
EXCESS OF THE GOLD CASH ($1,588,932);
(III)
THE CERTIFICATE REFERRED TO IN SECTION 7.3(D)
HEREUNDER;
(IV)
THE TRANSITION SERVICES AGREEMENT, DULY EXECUTED
BY