Common use of Buyer’s Closing Deliveries Clause in Contracts

Buyer’s Closing Deliveries. At the Closing, Buyer shall deliver to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivered, as applicable, to Seller, the following: (i) the Closing Amount (less the MEP Escrow Amount), in accordance with Section 1.02; (ii) the Xxxx of Sale and Assignment, duly executed by Buyer; (iii) the General Assignment and Assumption, duly executed by Buyer; (iv) the DCS Assignment and Assumption, duly executed by Buyer; (v) the Deeds, duly executed by Buyer; (vi) the Lease Assignments, duly executed by Buyer; (vii) the Transition Services Agreement, duly executed by Buyer; (viii) a certificate, in form and substance reasonably satisfactory to Seller, as to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB Bonds; (ix) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as of the Closing, the Seller’s Financial Assurance shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property Agreement, duly executed by Buyer; (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama; (xii) a certificate executed by an authorized officer of Buyer and dated the Closing Date, certifying that attached thereto are true and complete copies of resolutions duly adopted by the member of Buyer and authorizing the execution, delivery, and performance of this Agreement and each other agreement, instrument or certificate to be executed and delivered by Buyer pursuant to this Agreement, and that such resolutions have not been modified, rescinded or amended; (xiii) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with the transfer of the Real Property; and (xiv) the Escrow Agreement, duly executed by Buyer.

Buyer’s Closing Deliveries. At On the ClosingClosing Date, Buyer the Buyers shall deliver the following to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivered, as applicable, to Seller, the followingSelling Parties: (i) by wire transfer of immediately available funds, an amount equal to the Closing Amount (less the MEP Escrow Amount), in accordance with Section 1.02Purchase Price; (ii) one or more deeds, bills of sale substantially in the Xxxx form attached hereto as Exhibit B (the “Bills of Sale Sale”), endorsements, assignments and Assignment, other instruments of conveyance and assignment (without covenant or warranty except as provided hereunder) duly executed by the applicable Buyer, as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the applicable Buyer all right, title and interest in, to and under the Purchased Assets; (iii) the General one or more Assignment and Assumption, Assumption Agreements substantially in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreements”) duly executed by the applicable Buyer; (iv) except as provided in Sections 1.05(c) and 1.13, instruments of assignment and assumption (the DCS “Lease Assignment and Assumption, Assumption Agreements”) substantially in the forms attached hereto as Exhibit D duly executed by the applicable Buyer; (v) the Deeds, Transition Services Agreement (the “Transition Services Agreement”) substantially in the form attached hereto as Exhibit E duly executed by Buyerthe Buyers; (vi) one or more powers of attorney to allow, in those jurisdictions where allowed by applicable Law and where the Lease AssignmentsBuyers are unable, duly executed prior to the Effective Time, to obtain necessary state licenses from the applicable boards of pharmacy (the “Pharmacy Permits”) and/or from the U.S. Drug Enforcement Administration (the “DEA Registrations”), the Buyers to operate under the licenses and/or registrations held by Buyerthe Sellers for a period not to exceed 90 days (the “POAs”), substantially in the form attached hereto as Exhibit F; (vii) the Transition Services Agreement, duly a certificate executed by Buyer;each of the Buyers as to the accuracy of their representations and warranties as of the date of this Agreement and the Closing Date and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing hereunder in accordance with Sections 9.03(a); and (viii) a certificate, such other instruments or documents as may be necessary or appropriate in form and substance reasonably satisfactory to Seller, as to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB Bonds; (ix) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as reasonable judgment of the Closing, Sellers and their counsel to carry out the Seller’s Financial Assurance shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property Agreement, duly executed by Buyer; (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama; (xii) a certificate executed by an authorized officer of Buyer and dated the Closing Date, certifying that attached thereto are true and complete copies of resolutions duly adopted by the member of Buyer and authorizing the execution, delivery, and performance of this Agreement and each other agreement, instrument or certificate to be executed and delivered by Buyer pursuant to this Agreement, and that such resolutions have not been modified, rescinded or amended; (xiii) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with the transfer of the Real Property; and (xiv) the Escrow Agreement, duly executed by Buyertransactions contemplated hereby.

Buyer’s Closing Deliveries. At the Closing, Buyer shall deliver to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivereddelivered to Seller (or the Escrow Agent, as applicable, to Seller, ) the following, against the delivery by Seller of the documents specified in Section 2.3(b) below: (i) by wire transfer of immediately available funds to the account or accounts of Seller designated in writing by Seller prior to the Closing Amount (less Date, the MEP Escrow Amount), in accordance with Section 1.02cash portion of the Purchase Price; (ii) the Xxxx portion of Sale the Purchase Price comprised of shares of Buyer Common Stock pursuant to Section 2.2 (other than the Escrow Fund), and Assignmentto the Escrow Agent for deposit in the escrow account as designated in writing by the Escrow Agent prior to the Closing Date, duly executed by Buyerthe Escrow Fund; (iii) the General Assignment and AssumptionTransition Services Agreement substantially in the form of Schedule 2.3(a)(iii) hereto (the “Transition Services Agreement”), duly executed by Buyer; (iv) the DCS Assignment and AssumptionXxxx of Sale substantially in the form of Schedule 2.3(a)(iv) hereto (the “Xxxx of Sale”), duly executed by Buyer; (v) the DeedsAssignment and Assumption Agreement substantially in the form of Schedule 2.3(a)(v) hereto (the “Assignment and Assumption Agreement”), duly executed by Buyer; (vi) the Lease AssignmentsRegistration Rights Agreement in favor of Seller substantially in the form of Schedule 2.3(a)(vi) hereto (the “Registration Rights Agreement”), duly executed by Buyer; (vii) the Transition Services License Agreement substantially in the form of Schedule 2.3(a)(vii) hereto, duly executed by Buyer (the “IP and Technology License Agreement”); (viii) the License Agreement substantially in the form of Schedule 2.3(a)(viii) hereto, duly executed by Buyer (the “Retained Patent License Agreement”); (ix) the License Agreement substantially in the form of Schedule 2.3(a)(ix) hereto, duly executed by Buyer (the “Transferred Patent License Agreement”); (x) California Resale Certificate (relating to Inventory) in the form required by the State of California Board of Equalization, duly executed by Buyer;; and (viii) a certificate, in form and substance reasonably satisfactory to Seller, as to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB Bonds; (ix) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as of the Closing, the Seller’s Financial Assurance shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (xxi) the Excluded Property Agreementletter agreement substantially in the form of Schedule 2.3(a)(xi) hereto, duly executed by Buyer; Buyer (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama; (xii) a certificate executed by an authorized officer of Buyer and dated the Closing Date, certifying that attached thereto are true and complete copies of resolutions duly adopted by the member of Buyer and authorizing the execution, delivery, and performance of this Agreement and each other agreement, instrument or certificate to be executed and delivered by Buyer pursuant to this “Nonassertion Letter Agreement, and that such resolutions have not been modified, rescinded or amended; (xiii) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with the transfer of the Real Property; and (xiv) the Escrow Agreement, duly executed by Buyer”).

Buyer’s Closing Deliveries. At the Closing, Buyer shall deliver to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivered, as applicable, each of the following to Seller, the following: (i) the Closing Amount (less full amount of the MEP Escrow Amount)Purchase Price, in accordance with Section 1.02immediately available funds in the lawful money of the United States of America, via wire transfer to one or more bank accounts designated by Seller in advance by written notice to Buyer; (ii) the Xxxx of Sale and Assignment, duly executed by Buyer; (iii) the General Assignment and Assumption, duly executed by Buyer; (iv) the DCS Assignment and Assumption, duly executed by Buyer; (v) the Deeds, duly executed by Buyer; (vi) the Lease Assignments, duly executed by Buyer; (vii) the Transition Services Agreement, duly executed by Buyer; (viii) a certificate, in form and substance reasonably satisfactory to Seller, as to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB Bonds; (ix) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as of the Closing, the Seller’s Financial Assurance shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property Agreement, duly executed by Buyer; (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama; (xii) a certificate executed by an authorized executive officer of Buyer Buyer, certifying (A) that each of Buyer's representations and dated warranties contained in this Agreement is true and accurate in all material respects as if made on the Closing Date, certifying except (1) to the extent that attached thereto are any such representation or warranty is expressly stated only as of a specified earlier date or dates such representation or warranty shall be true and complete copies accurate as of such specified date or dates and (2) for changes permitted or contemplated by this Agreement, and (B) that Buyer has complied in all materials respects with each of Buyer's covenants and obligations contained in this Agreement; (iii) a certificate of the Secretary or an Assistant Secretary of Buyer as to (A) the charter and bylaws of Buyer as in full force and effect as of the Closing, (B) the resolutions duly adopted by the member board of directors of Buyer and authorizing the execution, delivery, and performance of this Agreement by Buyer, which resolutions must be in full force and each other agreementeffect as of the Closing, instrument or certificate to be executed and (C) the incumbency and signatures of the officers of Buyer executing this Agreement and any documents delivered by Buyer pursuant to this Agreement, and that such resolutions have not been modified, rescinded or amendedat the Closing; (xiiiiv) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with certificate issued by the transfer Secretary of State of the Real PropertyState of Delaware, dated as of a recent date, attesting to the good standing of Buyer in the State of Delaware; and (xivv) a receipt certifying receipt of the Escrow Agreement, duly executed by BuyerShares from Seller.

Buyer’s Closing Deliveries. At the Closing, Buyer shall deliver the Earnout Stock to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause deliver to be executed and delivered, as applicable, to Seller, Seller the following: (ia) the Closing Amount (less the MEP Escrow Amount), in accordance with Section 1.02; (ii) the Xxxx of Sale and Assignment, duly executed by Buyer; (iii) the General Assignment and Assumption, duly executed by Buyer; (iv) the DCS Assignment and Assumption, duly executed by Buyer; (v) the Deeds, duly executed by Buyer; (vi) the Lease Assignments, duly executed by Buyer; (vii) the Transition Services Agreement, duly executed by Buyer; (viii) a certificate, in form and substance reasonably satisfactory to Seller, as to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB Bonds; (ix) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as of the Closing, the Seller’s Financial Assurance shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property Agreement, duly executed by Buyer; (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama; (xii) a A certificate executed by an authorized officer of Buyer and dated the Closing Date, certifying that attached thereto are true the conditions set forth in Section 6.2(a), (b), (c) and complete copies (d) have been satisfied; (b) Copies of the resolutions duly adopted by the member Boards of Directors of (i) Buyer and QSGI authorizing and approving the Transaction, including their guaranty of the New NY Lease and the New NJ Lease, and (ii) the Company approving the New NJ Lease and the NY Lease; (c) A certificate of good standing with respect to each of Buyer and authorizing QSGI as of the executionmost recent date practicable from the Secretary of State of Delaware; (d) The New NJ Lease and the New NY Lease, delivery, signed and performance of this acknowledged as provided in Section 9.1(i); (e) The Pledge Agreement; (f) The Security Agreement; (g) The Riconda Employment Agreement; (h) [Intentionally Omitted]; (i) The Escrow Agreement; (j) A certificate or certificates for the duly authorized and issued Purchase Price Stock; (k) The Convertible Note; (l) The Warrant; (m) The Lockup Agreement; (n) The Subordination Agreement and each the Intercreditor Agreement; (o) Opinion of counsel for Buyer and QSGI in substantially the form of Exhibit O; (p) The Registration Rights Agreement; and (q) Each other agreement, instrument or certificate document required to be executed and delivered by Buyer to Seller pursuant to this Agreement. Any document to be delivered to Seller pursuant to this Section 9.2, and that such resolutions have the form of which is not been modifiedattached to this Agreement as an exhibit, rescinded or amended; (xiii) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with the transfer of the Real Property; and (xiv) the Escrow Agreement, duly executed by Buyershall be reasonably satisfactory to Seller.

Buyer’s Closing Deliveries. At the Closing, Buyer shall deliver to Seller all the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivered, as applicable, to Seller, the followingfollowing at Closing: (ia) the Closing Amount (less the MEP Escrow Amount), in accordance with Section 1.02The Purchase Price; (iib) Copies of the Xxxx Articles of Sale and Assignment, duly executed Organization of Buyer certified as of a recent date by Buyerthe state of Delaware; (iiic) Certificate of good standing of Buyer issued as of a recent date by the General Assignment and Assumption, duly executed by Buyerstate of Delaware; (ivd) Certificate of an authorized officer of Buyer dated the DCS Assignment and Assumption, duly executed by Buyer; (v) the Deeds, duly executed by Buyer; (vi) the Lease Assignments, duly executed by Buyer; (vii) the Transition Services Agreement, duly executed by Buyer; (viii) a certificateClosing Date, in form and substance reasonably satisfactory to Seller, as to (i) the Buyer’s qualification Organizational Documents of Buyer in effect as an accredited investor of the Closing Date; (ii) the resolutions of Buyer authorizing the execution and investment intent performance of this Agreement; and (iii) incumbency and signatures of the authorized officer Xxxxx executing this Agreement and any document to be executed and delivered in connection herewith; (e) Assignment of Easement substantially in the form attached hereto as Exhibit C conveying the Easements duly executed by Xxxxx; (f) Bill of Sale substantially in the form attached hereto as Exhibit D conveying the Personal Property duly executed by Xxxxx; (g) Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit E with respect to the IDB Bonds; (ix) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance Assignable Contracts and the Mining Assignable Permits, such that, effective as of the Closing, the Seller’s Financial Assurance shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property Agreement, duly executed by BuyerSeller, duly executed by Xxxxx; (xih) If SWPA provides its consent, the IA Assignment Agreement executed and delivered by SWPA and Buyer or if SWPA does not provide its consent, a Certificate of Good Standing new Interconnection Agreement executed and delivered by SWPA and Buyer, which, among other things, terminates the SWPA/Nixa Interconnection Agreement; and (dated no more than ten days prior to Closingii) with respect to if CUS provides its consent, the IA Assignment Agreement executed and delivered by CUS and Buyer from or if CUS does not provide its consent, a new Interconnection Agreement executed and delivered by CUS and Buyer, which, among other things, terminates the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of AlabamaCUS/Nixa Interconnection Agreement; (xiii) a certificate Pole Attachment Agreement in the form attached hereto as Exhibit G; (j) Transmission Services Agreement in the form attached hereto as Exhibit H; (k) Lease and Access Agreement in the form attached hereto as Exhibit I; (l) Transition Services Agreement substantially in the form attached hereto as Exhibit F duly executed by an authorized officer Xxxxx and City Utilities of Buyer Springfield; and (m) Such other consents, documents, instruments and dated the Closing Date, certifying that attached thereto writings as are true and complete copies of resolutions duly adopted by the member of Buyer and authorizing the execution, delivery, and performance of this Agreement and each other agreement, instrument or certificate required to be executed and delivered by Buyer Xxxxx at or prior to the Closing pursuant to the terms of this Agreement, and or that such resolutions have not been modified, rescinded or amended; (xiii) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form may reasonably be requested by Seller in connection with the transfer to Buyer of the Real Property; and (xiv) the Escrow Agreement, duly executed by BuyerAssets.

Buyer’s Closing Deliveries. At the Closing, Buyer shall deliver to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivered, as applicable, to Seller, the following: (i) the Closing Amount (less Estimated Purchase Price, by wire transfer in immediately available U.S. funds, to the MEP Escrow Amount)following account: Bank Name: Union Bank of California ABA #: 000000000 A/C Name: The Xxxxxx Press, in accordance with Section 1.02;Inc. A/C #: 0000000000 (ii) the Xxxx of Sale and Assignment, a duly executed by Buyercopy of the Assignment and Assumption Agreement; (iii) the General Assignment and Assumption, a duly executed by Buyercopy of the IP Assignment; (iv) the DCS Assignment and Assumption, a duly executed by Buyercopy of the Transition Services Agreement, if Buyer and Seller mutually agree upon the form of such agreement prior to Closing pursuant to Section 6.3; (v) the Deeds, a duly executed by Buyercopy of the Non-Compete Agreement; (vi) the Lease Assignments, a certificate duly executed by Buyeran executive officer of Buyer Parent reasonably satisfactory to Seller (the “Buyer Executive”), certifying that the conditions with respect to Seller’s obligations under this Agreement set forth in Sections 8.1 and 8.2 have been satisfied; (vii) the Transition Services Agreement, a certificate duly executed by Buyerthe Secretary of Buyer Parent certifying as to (A) the certificate of incorporation and bylaws of each of Buyer and Buyer Parent being in full force and effect as of the Closing, with a certified copy of each such certificate of incorporation and bylaws attached thereto, (B) resolutions having been duly and properly adopted by the Board of Directors of Buyer Parent authorizing the execution, delivery and performance of this Agreement by Buyer and the Parent Guaranty by Buyer Parent and each being in full force and effect as of the Closing, with a certified copy of such resolutions attached thereto, and (C) the incumbency and signatures of the officers of Buyer and Buyer Parent executing this Agreement, the Parent Guaranty and any other documents delivered by Buyer or Buyer Parent at the Closing; (viii) a certificatecertificate of good standing for each of Buyer and Buyer Parent issued by the Delaware Secretary of State, in form and substance reasonably satisfactory to Seller, as dated no earlier than ten (10) Business Days prior to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB Bonds;Closing Date; and (ix) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as of the Closing, the Seller’s Financial Assurance shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property Agreement, a receipt duly executed by Buyer; (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to the Buyer Executive certifying the receipt by Buyer from Seller of the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business Copley Ohio Common Shares and the State of Alabama; (xii) a certificate executed by an authorized officer of Buyer and dated the Closing Date, certifying that attached thereto are true and complete copies of resolutions duly adopted by the member of Buyer and authorizing the execution, delivery, and performance of this Agreement and each other agreement, instrument or certificate to be executed and delivered by Buyer pursuant to this Agreement, and that such resolutions have not been modified, rescinded or amended; (xiii) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with the transfer of the Real Property; and (xiv) the Escrow Agreement, duly executed by BuyerXxxxxx Peoria Common Shares.

Buyer’s Closing Deliveries. At the Closing, Buyer shall deliver to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivereddelivered to Seller (or the Escrow Agent, as applicable, to Seller, ) the following, against the delivery by Seller of the documents specified in Section 2.3(b) below: (i) by wire transfer of immediately available funds to the account or accounts of Seller designated in writing by Seller prior to the Closing Amount (less Date, the MEP Escrow Amount), in accordance with Section 1.02cash portion of the Purchase Price; (ii) the Xxxx portion of Sale the Purchase Price comprised of shares of Buyer Common Stock pursuant to Section 2.2 (other than the Escrow Fund), and Assignmentto the Escrow Agent for deposit in the escrow account as designated in writing by the Escrow Agent prior to the Closing Date, duly executed by Buyerthe Escrow Fund; (iii) the General Assignment and AssumptionTransition Services Agreement substantially in the form of Schedule 2.3(a)(iii) hereto (the "TRANSITION SERVICES AGREEMENT"), duly executed by Buyer; (iv) the DCS Assignment and AssumptionXxxx of Sale substantially in the form of Schedule 2.3(a)(iv) hereto (the "XXXX OF SALE"), duly executed by Buyer; (v) the DeedsAssignment and Assumption Agreement substantially in the form of Schedule 2.3(a)(v) hereto (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"), duly executed by Buyer; (vi) the Lease AssignmentsRegistration Rights Agreement in favor of Seller substantially in the form of Schedule 2.3(a)(vi) hereto (the "REGISTRATION RIGHTS AGREEMENT"), duly executed by Buyer; (vii) the Transition Services AgreementLicense Agreement substantially in the form of Schedule 2.3(a)(vii) hereto, duly executed by Buyer (the "IP AND TECHNOLOGY LICENSE AGREEMENT"); (viii) the License Agreement substantially in the form of Schedule 2.3(a)(viii) hereto, duly executed by Buyer (the "RETAINED PATENT LICENSE AGREEMENT"); (ix) the License Agreement substantially in the form of Schedule 2.3(a)(ix) hereto, duly executed by Buyer (the "TRANSFERRED PATENT LICENSE AGREEMENT"); (x) California Resale Certificate (relating to Inventory) in the form required by the State of California Board of Equalization, duly executed by Buyer;; and (viii) a certificate, in form and substance reasonably satisfactory to Seller, as to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB Bonds; (ix) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as of the Closing, the Seller’s Financial Assurance shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (xxi) the Excluded Property Agreementletter agreement substantially in the form of Schedule 2.3(a)(xi) hereto, duly executed by Buyer; Buyer (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama; (xii) a certificate executed by an authorized officer of Buyer and dated the Closing Date, certifying that attached thereto are true and complete copies of resolutions duly adopted by the member of Buyer and authorizing the execution, delivery, and performance of this Agreement and each other agreement, instrument or certificate to be executed and delivered by Buyer pursuant to this Agreement, and that such resolutions have not been modified, rescinded or amended; (xiii) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with the transfer of the Real Property; and (xiv) the Escrow Agreement, duly executed by Buyer"NONASSERTION LETTER AGREEMENT").

Buyer’s Closing Deliveries. At the Closing, Buyer shall deliver in addition to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established any other documents specifically required to be delivered pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivered, as applicable, to Seller, the following: (i) the Closing Amount (less the MEP Escrow Amount), in accordance with Section 1.02; (ii) the Xxxx of Sale and Assignment, duly executed by Buyer; (iii) the General Assignment and Assumption, duly executed by Buyer; (iv) the DCS Assignment and Assumption, duly executed by Buyer; (v) the Deeds, duly executed by Buyer; (vi) the Lease Assignments, duly executed by Buyer; (vii) the Transition Services this Agreement, duly executed by Buyer; (viii) a certificateBuyer shall, in form and substance reasonably satisfactory to SellerSeller and its counsel, as deliver to Seller the Buyer’s qualification as an accredited investor and investment intent following: (a) the Purchase Price in accordance with respect to the IDB BondsSection 3.1; (ixb) evidencea certificate, in form reasonably satisfactory to Sellerduly executed by an official of Buyer, that Buyer has obtained dated as of the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as date of the Closing, the Seller’s Financial Assurance shall be fully released certifying that Buyer has performed and complied with all of Seller’s obligations under the terms, provisions and conditions of this Agreement to be performed and complied with respect by it at or prior to the Mining Permits shall be fully dischargedClosing and that its representations and warranties are true in all material respects as of the date of this Agreement and as of the date of the Closing (except as expressly contemplated or permitted by this Agreement); (x) the Excluded Property Agreement, duly executed by Buyer; (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama; (xiic) a certificate executed by an authorized officer of Buyer and the Secretary of Buyer, dated as of the Closing Datedate of the Closing, certifying that attached thereto are true and complete copies of (i) the resolutions duly adopted by the member Board of Directors or governing body of Buyer authorizing and authorizing approving the execution, delivery, delivery and performance of this Agreement and each other agreement, instrument or certificate to be executed and delivered by Buyer pursuant to this Agreementthe transactions contemplated hereby, and (ii) that such resolutions have not been modified, rescinded or amendedmodified and remain in full force and effect as of the date of the Closing; (xiiid) a BrokerCertificate of Existence of Buyer, certified by the Secretary of State of Buyer’s Lien Affidavit and a Real Estate Sales Validation Form in connection with state of formation, dated no earlier than ten days prior to the transfer date of the Real PropertyClosing; (e) Evidence reasonably satisfactory to Seller that all cure amounts required to be paid as a condition to the assumption and assignment of the Assumed Contracts will be paid for or reserved for in full by Buyer as of the Closing Date; (f) proof of insurance for sufficient and adequate property, workers’ compensation, and general liability coverage, unless, prior to Closing, Buyer has reached an agreement with Seller to pay to be added as an insured to Seller’s policies (if permissible under the terms of the applicable policies) or to pay for an assignment of Seller’s policies (if and to the extent assignable); and (xivg) such other documents reasonably deemed necessary by Seller and its counsel to effect the Escrow Agreement, duly executed by Buyertransactions contemplated hereby.

Buyer’s Closing Deliveries. At the Closing, Buyer or an Affiliate of Buyer designated by Buyer in writing to Seller not less than three (3) Business Days prior to the Closing Date shall pay and deliver to Seller the Escrow Agent following amounts and counterparts of each of the MEP Escrow Amount following documents, duly executed by Buyer or such Affiliate: (a) the Estimated Purchase Price by wire transfer of immediately available funds to the account or accounts of Seller designated to Buyer in writing by Seller at least three (3) Business Days prior to the Closing Date; (b) the following amounts by wire transfer of immediately available funds to the account or accounts designated to Buyer in writing by Seller at least three (3) Business Days prior to the Closing Date: (i) the portion of the transfer Taxes and fees for deposit into an escrow account established which Buyer is responsible pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivered, as applicableSection 8.3, to Seller, the following:extent known on the Closing Date; and (ii) the aggregate amount of all of those items apportioned to Buyer pursuant to Section 8.2; (c) the Xxxx of Sale; (d) the Xxxx of Sale (Bailment Inventory); (e) the Assignment of Contracts; (f) the Assignment of Trademarks; (g) the Assignment of Copyrights; (h) the Assignment of Domain Names and Social Media Accounts; (i) the Closing Amount (less the MEP Escrow Amount), in accordance with Section 1.02Copyright Assignment; (iij) the Xxxx of Sale and Assignment, duly executed by BuyerPackaging Agreement; (iiik) the General Assignment and Assumption, duly executed by BuyerStorage Agreement; (ivl) the DCS Assignment and Assumption, duly executed by BuyerCellar Services Agreement; (v) the Deeds, duly executed by Buyer; (vi) the Lease Assignments, duly executed by Buyer; (vii) the Transition Services Agreement, duly executed by Buyer; (viiim) a certificate, in form dated the Closing Date and substance reasonably satisfactory to Seller, as to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB Bonds; (ix) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as of the Closing, the Seller’s Financial Assurance shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property Agreement, signed by a duly executed by Buyer; (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama; (xii) a certificate executed by an authorized officer of Buyer, stating on behalf of Buyer that each of the conditions set forth in Section 9.3(a) and dated the Closing Date, Section 9.3(b) have been satisfied; and (n) a duly executed secretary’s certificate of Buyer certifying that attached thereto are true and complete (i) copies of Buyer’s organizational and governing documents; and (ii) copies of the resolutions duly adopted by the member Buyer’s board of Buyer and directors, authorizing the execution, delivery, delivery and performance of this Agreement and each other agreement, instrument or certificate to be executed and delivered by Buyer pursuant to this Agreement, the other Transaction Documents and that such resolutions have not been modified, rescinded or amended; (xiii) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with the transfer consummation of the Real Property; and (xiv) the Escrow Agreement, duly executed by BuyerTransactions.

Buyer’s Closing Deliveries. At the Closing, Buyer the Buyers shall pay or deliver or cause to be paid or delivered, as applicable: (i) to the Sellers, an aggregate amount equal to (x) the Initial Closing Cash Purchase Price minus (y) the Seller Indemnity Escrow Amount; (ii) to the applicable payees set forth on the Estimated Closing Statement, the Estimated Transaction Expenses; (iii) to the payroll account of the applicable Company, the Estimated Transaction Payments for subsequent payment by such Company to the appropriate Person; (iv) to the Escrow Agent Agent, the MEP Seller Indemnity Escrow Amount for deposit into an escrow account established Amount, to be held pursuant to the terms of the Escrow Agreement Agreement; (v) to the “Escrow Account”)Agent, and shall execute and deliverthe Buyer Indemnity Escrow Amount, or cause to be executed and delivered, as applicable, held pursuant to Seller, the following: terms of the Escrow Agreement; (ivi) the Closing Amount (less the MEP Escrow Amount), in accordance with Section 1.02; (ii) the Xxxx of Sale and AssignmentAgreement, duly executed by Buyer; (iii) the General Assignment Equity Buyer and Assumption, duly executed by Buyer; (iv) the DCS Assignment and Assumption, duly executed by Buyer; (v) the Deeds, duly executed by Buyer; (vi) the Lease Assignments, duly executed by Buyer; Escrow Agent; (vii) the Transition Services Agreement, duly executed by each Buyer; ; (viii) a certificate, in form and substance reasonably satisfactory to Seller, as to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB Bonds; Direct Store Delivery (ixDSD) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as of the Closing, the Seller’s Financial Assurance shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property Agreement, duly executed by Buyer; GH Company; (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama; (xii) a certificate executed by an authorized officer of Buyer and dated the Closing Date, certifying that attached thereto are true and complete copies of resolutions duly adopted by the member of Buyer and authorizing the execution, delivery, and performance of this Agreement and each other agreement, instrument or certificate to be executed and delivered by Buyer pursuant to this Agreement, and that such resolutions have not been modified, rescinded or amended; (xiii) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with the transfer of the Real Property; and (xivix) the Escrow Assignment and Assumption Agreement, duly executed by the PA Real Estate Buyer.; (x) the Seller Co-Manufacturing Agreement, duly executed by the GH Company and Buyer Guarantor; (xi) the Buyer Co-Manufacturing Agreement, duly executed by the RW Company and the PA Real Estate Buyer;

Buyer’s Closing Deliveries. At the Closing, in addition to any other documents specifically required to be delivered pursuant to this Agreement, Buyer shall and Multi-Link shall, in form and substance reasonably satisfactory to Seller and its counsel (except as otherwise specifically set forth herein), deliver to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivered, as applicable, to Seller, Seller the following: (ia) A Lease Agreement, duly executed by Buyer and Landlord, for the Closing Amount letting of the Leased Real Estate to Buyer (less the MEP Escrow Amount), as lessee) on terms and conditions described in accordance with Section 1.02Schedule 3.3 hereto; (iib) A counterpart to the Xxxx of Sale Assignment and Assignment, Assumption Agreement duly executed by Buyer; (iiic) A counterpart to the General Assignment and Assumption, Non-Competition Agreement duly executed by Buyer; (ivd) A counterpart to the DCS Assignment and Assumption, duly executed by Buyer; (v) the Deeds, duly executed by Buyer; (vi) the Lease Assignments, duly executed by Buyer; (vii) the Transition Services Consulting Agreement, duly executed by Buyer; (viiie) a certificate, in form and substance reasonably satisfactory to Seller, as A counterpart to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB Bonds; (ix) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as of the Closing, the Seller’s Financial Assurance shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property AgreementLicense, duly executed by Buyer; (xif) A counterpart to the Loan Agreement, duly executed by Multi-Link; (g) Stock certificates representing the Stock duly issued to Shareholder; (h) The cash portion of the Purchase Price to be paid at the Closing pursuant to Section 2.2(a) of this Agreement; (i) A certificate, duly executed by Buyer, certifying that Buyer has performed and complied with all of the terms, provisions and conditions of this Agreement to be performed and complied with by it at or prior to Closing and that its representations and warranties are true in all material respects as of the date of this Agreement and as of the Closing (except as expressly contemplated or permitted by this Agreement); (j) A certificate of the Secretary or Assistant Secretary of Buyer, dated the Closing Date, certifying i. the resolutions duly adopted by the Board of Directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby (including the Non-Competition Agreement and the Consulting Agreement), ii. a Certificate resolution of Good Standing the Board of Directors of Buyer assuming sponsorship of the 401(k) Plan and accepting assignment of the Services Agreement from Seller to Buyer as of December 1, 1999, and iii. that such resolutions have not been rescinded or modified and remain in full force and effect as of the Closing Date; (k) A certificate of the Secretary or Assistant Secretary of Multi-Link, dated the Closing Date, certifying i. the resolutions duly adopted by the Board of Directors of Multi-Link authorizing and approving the execution, delivery and performance of this Agreement and the Loan Agreement and the transactions contemplated hereby and thereby, and ii. that such resolutions have not been rescinded or modified and remain in full force and effect as of the Closing Date; (l) A certificate of good standing of Buyer, dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state Closing Date, issued by the Secretary of organization, principal place State of Business and the State of AlabamaColorado; (xiim) a A certificate executed of good standing of Multi-Link, dated no more than ten (10) days prior to the Closing Date, issued by an authorized officer the Secretary of State of the State of Colorado; (n) A copy of the Articles of Incorporation of Buyer, duly certified by the Secretary of State of the State of Colorado, no more than ten days prior to the Closing Date; (o) An opinion of Xxxxx, Johnson, Robinson, Xxxx & Ragonetti, P.C., counsel for Buyer and Multi-Link, dated the Closing Date, certifying that attached thereto are true addressed to Seller and complete copies Shareholder, to the effect that: (i) Buyer is a corporation duly organized, validly existing and in good standing under the laws of resolutions the State of Colorado. (ii) Buyer has full corporate power and authority to i. execute and deliver this Agreement and to perform its obligations hereunder, and ii. own and operate its assets, properties and business and carry on its business as presently conducted. (iii) This Agreement has been duly adopted and validly executed and delivered by the member of Buyer and authorizing the constitutes a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms. (iv) The execution, delivery, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of Buyer, including director authorization. (v) The execution, delivery and each performance of this Agreement by Buyer, the consummation of the transactions contemplated hereby and the compliance with or fulfillment of the terms and provisions hereof or of any other agreementagreement or instrument contemplated hereby, instrument do not and will not conflict with or certificate result in a breach of any of the provisions of the Articles of Incorporation or Bylaws of Buyer. The opinion may be governed by the Accord and if so governed, the General Qualifications (as defined in the Accord) shall apply to be executed and delivered by Buyer pursuant to this Agreement, and that such resolutions have not been modified, rescinded or amendedthe opinions expressed in subsection (iii); (xiiip) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with the transfer of the Real Property; and (xiv) the Escrow AgreementThe Long Term Letter, duly executed by Buyer; (q) The Short Term Letter, duly executed by Buyer; (r) The Dental Letter, duly executed by Buyer; and (s) All other previously undelivered items required to be delivered by Buyer or Multi-Link at or prior to Closing pursuant to this Agreement or otherwise required in connection herewith unless waived in writing by Seller.

Buyer’s Closing Deliveries. At the Closing, Buyer shall deliver to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivered, as applicable, to Seller, Seller each of the following: (ia) the Closing Amount Buyer Note, duly executed by the Buyer and the Company, in the form of Exhibit B attached hereto; (less the MEP Escrow Amount), b) evidence of wire transfers having been made in accordance with Section 1.022.4; (ii) the Xxxx of Sale and Assignment, duly executed by Buyer; (iii) the General Assignment and Assumption, duly executed by Buyer; (iv) the DCS Assignment and Assumption, duly executed by Buyer; (v) the Deeds, duly executed by Buyer; (vi) the Lease Assignments, duly executed by Buyer; (vii) the Transition Services Agreement, duly executed by Buyer; (viiic) a certificate, in form and substance reasonably satisfactory to Seller, as to duly executed by an executive officer of Buyer certifying that the Buyer’s qualification as an accredited investor and investment intent conditions with respect to the IDB BondsSeller’s obligations under this Agreement set forth in Sections 7.1 and 7.2 have been satisfied; (ixd) evidence, a certificate duly executed by the Secretary of Buyer certifying as to (i) the Organizational Documents of Buyer being in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance full force and the Mining Permits, such that, effective effect as of the Closing, the Seller’s Financial Assurance shall be fully released with a certified copy of such Organizational Documents attached thereto, (ii) resolutions having been duly and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property Agreement, duly executed by Buyer; (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama; (xii) a certificate executed by an authorized officer of Buyer and dated the Closing Date, certifying that attached thereto are true and complete copies of resolutions duly properly adopted by the member appropriate governing body of Buyer and authorizing the execution, delivery, delivery and performance of this Agreement by Buyer and each being in full force and effect as of the Closing, with a certified copy of such resolutions attached thereto, and (iii) the incumbency and signatures of the officers of Buyer executing this Agreement and any other agreement, instrument or certificate to be executed and documents delivered by Buyer pursuant to this Agreement, and that such resolutions have not been modified, rescinded or amendedat the Closing; (xiiie) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with certificate issued by the transfer Secretary of State of the Real PropertyState of Colorado, certifying as of a date within thirty (30) days of the Closing Date as to the good standing of Buyer and as to the certificate of incorporation of Buyer; (f) the Transition Services Agreement duly executed by Buyer and the Company; (g) the Secondment Agreement duly executed by Buyer and the Company; and (xivh) such other instruments, certificates, and documents as may be reasonably requested by Seller to carry out the Escrow purposes of this Agreement, duly executed by Buyer.

Buyer’s Closing Deliveries. At the Closing, Buyer or an Affiliate of Buyer designated by Buyer in writing to Seller not less than three (3) Business Days prior to the Closing Date shall pay and deliver to Seller the Escrow Agent following amounts and counterparts of each of the MEP Escrow Amount following documents, duly executed by Buyer or such Affiliate: (a) the Estimated Purchase Price by wire transfer of immediately available funds to the account or accounts of Seller designated to Buyer in writing by Seller at least three (3) Business Days prior to the Closing Date; (b) the following amounts by wire transfer of immediately available funds to the account or accounts designated to Buyer in writing by Seller at least three (3) Business Days prior to the Closing Date: (i) the portion of the transfer Taxes and fees for deposit into an escrow account established which Buyer is responsible pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivered, as applicableSection 8.3, to Seller, the following:extent known on the Closing Date; and (ii) the aggregate amount of all of those items apportioned to Buyer pursuant to Section 8.2; (c) the Xxxx of Sale; (d) the Xxxx of Sale (Bailment Inventory); (e) the Assignment of Contracts; (f) the Assignment of Trademarks; (g) the Assignment of Copyrights; (h) the Assignment of Domain Names and Social Media Accounts; (i) the Closing Amount (less the MEP Escrow Amount), in accordance with Section 1.02Supply Agreement; (iij) the Xxxx of Sale and Copyright Assignment, duly executed by Buyer; (iii) the General Assignment and Assumption, duly executed by Buyer; (iv) the DCS Assignment and Assumption, duly executed by Buyer; (v) the Deeds, duly executed by Buyer; (vi) the Lease Assignments, duly executed by Buyer; (vii) the Transition Services Agreement, duly executed by Buyer; (viiik) a certificate, in form dated the Closing Date and substance reasonably satisfactory to Seller, as to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB Bonds; (ix) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as of the Closing, the Seller’s Financial Assurance shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property Agreement, signed by a duly executed by Buyer; (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama; (xii) a certificate executed by an authorized officer of Buyer, stating on behalf of Buyer that each of the conditions set forth in Section 9.3(a) and dated the Closing Date, Section 9.3(b) have been satisfied; and (l) a duly executed secretary’s certificate of Buyer certifying that attached thereto are true and complete (i) copies of Buyer’s organizational and governing documents; and (ii) copies of the resolutions duly adopted by the member Buyer’s board of Buyer and directors, authorizing the execution, delivery, delivery and performance of this Agreement and each other agreement, instrument or certificate to be executed and delivered by Buyer pursuant to this Agreement, the other Transaction Documents and that such resolutions have not been modified, rescinded or amended; (xiii) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with the transfer consummation of the Real Property; and (xiv) the Escrow Agreement, duly executed by BuyerTransactions.

Buyer’s Closing Deliveries. At the Closing, Buyer shall deliver to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivered, as applicable, to Seller, the following: (i) The Buyer shall issue and deliver to the Closing Amount transfer agent for the Buyer's Common Stock irrevocable instructions to issue to the Sellers the number of GreenMan Shares specified on Exhibit A, to be registered in the xxxxx xx the respective Sellers, which shall represent ninety percent (less 90.0%) of the MEP Escrow Amount), in accordance with GreenMan Shares issuable to each Seller pursuant to Section 1.02;1.1. (ii) The Buyer shall issue and deliver to the Xxxx transfer agent for the Buyer's Common Stock irrevocable instructions to issue to Dreher, Simpson and Jensen, P.C. (the "Escrow Agent") a certificxxx xxpresentixx 800,000 XreenMan Shares (the "Escrow Shares"), which shall represent ten xxxxxxx (10.0%) of Sale the GreenMan Shares issuable to each Seller pursuant to Section 1. 1. Xxx Xxxrow Shares shall be registered in the name of the Escrow Agent, and Assignmentshall be held by the Escrow Agent in escrow pursuant to an escrow agreement, duly executed by Buyer;in substantially the form attached as Exhibit B to this Agreement (the "Escrow Agreement") to satisfy the indemnification obligations of the Sellers pursuant to Article VI of this Agreement. (iii) The Buyer shall execute and deliver a consulting agreement with Bruce A. Boland, in substantially the General Assignment and Assumption, duly executed by Buyer;form attached as Exhibit C xx xxxx Xxxxxxent (the "Boland Agreement"). (iv) The Buyer shall execute anx xxxxver a consulting agreement with John W. Brown, in substantially the DCS Assignment and Assumption, duly executed by Buyer;form attached as Exhibit D tx xxxx Xxxxxxent (the "Brown Agreement"). (v) The Buyer and Laurus Master Xxxx Ltd. ("Laurus") shall execute and deliver an agreement, in substantially the Deeds, duly executed by Buyer;form attached as Exhibit E to this Agreement (the "Laurus Agreement"). (vi) The Buyer shall execute and deliver the Lease Assignments, duly executed by Buyer;Escrow Agreement. (vii) the Transition Services Agreement, duly executed by Buyer; (viii) a certificate, in form The Buyer shall execute and substance reasonably satisfactory to Seller, as deliver to the Buyer’s qualification Sellers such other certificates and documents as an accredited investor and investment intent with respect to the IDB Bonds; (ix) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as of the Closing, the Seller’s Financial Assurance shall may be fully released and all of Seller’s obligations called for under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property Agreement, duly executed by Buyer; (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama; (xii) a certificate executed by an authorized officer of Buyer and dated the Closing Date, certifying that attached thereto are true and complete copies of resolutions duly adopted by the member of Buyer and authorizing the execution, delivery, and performance of this Agreement and each other agreement, instrument or certificate to be executed and delivered by Buyer pursuant to this Agreement, and that such resolutions have not been modified, rescinded or amended; (xiii) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with as the transfer of the Real Property; and (xiv) the Escrow Agreement, duly executed by BuyerSellers shall reasonably request.

Buyer’s Closing Deliveries. At On or before the ClosingClosing Date, Buyer shall deliver to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliverwill deposit, or cause to be executed deposited, at its sole cost and deliveredexpense, the following into escrow with Escrow Agent (except as otherwise set forth below) with respect to each Individual Hotel or Hotel Portfolio (as applicable), with all documents having been duly executed and, if to Sellerbe recorded, the followingacknowledged, by Buyer: (i) the Closing Amount (less the MEP Purchase Price to Escrow Amount)Agent, as adjusted in accordance with Section 1.02this Agreement; (ii) counterparts to the Xxxx of Sale Assignment and Assignment, duly executed by BuyerAssumption Agreements; (iii) a counterpart to the General Assignment Loan Release and AssumptionModification Documents for any Existing Loan for which a Loan Release and Modification is being consummated and, duly executed by Buyerto the extent required pursuant to Section 1.3(d) hereof, each Buyer Indemnity; (iv) a counterpart to the DCS Assignment and AssumptionFranchise Approval Documents and, duly executed by Buyerto the extent required pursuant to Section 3.5 hereof, each Buyer Indemnity; (v) a counterpart to the DeedsMarriott Manager Approval Documents and, duly executed by Buyerto the extent required pursuant to Section 3.5 hereof, each Buyer Indemnity; (vi) a counterpart to the Ground Lease Assignments, duly executed by BuyerApproval Documents; (vii) the Transition Services Agreement, duly executed by Buyer; (viii) a certificate, in form and substance reasonably satisfactory such resale certificates or other exemption certificates available under Applicable Law to Seller, as to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB Bonds; (ix) evidence, in form reasonably satisfactory to Seller, evidence that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as of the Closing, the Seller’s Financial Assurance no sales tax shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property Agreement, duly executed by Buyer; (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama; (xii) a certificate executed by an authorized officer of Buyer and dated the Closing Date, certifying that attached thereto are true and complete copies of resolutions duly adopted by the member of Buyer and authorizing the execution, delivery, and performance of this Agreement and each other agreement, instrument or certificate to be executed and delivered by Buyer pursuant to this Agreement, and that such resolutions have not been modified, rescinded or amended; (xiii) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form due in connection with the transfer of the Real PropertyPersonal Property which constitutes inventory that is intended to be resold; (viii) such transfer tax forms or withholding certificates as required by state and local authorities; (ix) such disclosures, notices and reports (including tax reporting and withholding certificates) as are required of Buyer by applicable state and local law in connection with the conveyance of the Membership Interests; (x) such evidence as Seller or Title Company may reasonably request confirming Buyer’s authority to execute and deliver the documents required of Buyer and to consummate the transactions contemplated by this Agreement; and (xivxi) such other documents as may be specifically required under this Agreement or by Title Company, and such other customary documents as are reasonably necessary and appropriate to effect the Escrow Agreement, duly executed by Closing and are reasonably acceptable to Buyer.

Buyer’s Closing Deliveries. At the Closing, Buyer The Buyers shall deliver to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivered, as applicable, to Seller, the following: (i) to the Closing Amount (less Sellers, the MEP Escrow Amountdeliveries pursuant to Section 2.2b)i) and Section 2.2b)iii), in accordance with Section 1.02; (ii) to the Xxxx of Sale and AssignmentEscrow Agent, duly executed by Buyerthe payment pursuant to Section 2.2b)iv); (iii) to the General Assignment applicable Persons, the payments pursuant to Section 2.2b)v) and Assumption, duly executed by BuyerSection 2.2b)vi); (iv) the DCS Assignment and Assumption, duly executed by Buyer; (v) the Deeds, duly executed by Buyer; (vi) the Lease Assignments, duly executed by Buyer; (vii) the Transition Services Agreement, duly executed by Buyer; (viii) a certificate, in form and substance reasonably satisfactory to Seller, as to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB Bonds; (ix) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as of the Closing, the Seller’s Financial Assurance shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property Agreement, duly executed by Buyer; (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama; (xii) a certificate duly executed by an authorized officer of Buyer REIT reasonably satisfactory to the Seller, certifying that the conditions with respect to the Sellers’ obligations under this Agreement set forth in Section 8.1 and Section 8.2 have been satisfied; (v) to Seller Holdings, a copy of the Escrow Agreement duly executed by Buyer REIT and the Escrow Agent; (vi) to Seller Holdings, a copy of the Registration Rights Agreement duly executed by Buyer REIT; (vii) to Seller Holdings, a copy of the Lock-Up Agreement duly executed by Buyer REIT; (viii) to the Luxembourg Companies, letters of acceptance of appointment from individuals designated by Buyer REIT as managers of the Luxembourg Companies, to take effect as of the Closing Date; (ix) to Seller Holdings a tax opinion of King & Spalding LLP, dated as of the Closing Date, certifying that attached thereto are true commencing with its taxable year ended December 31, 2015, Buyer REIT has been organized and complete copies has operated in conformity with the requirements for qualification and taxation as a real estate investment trust within the meaning of resolutions duly adopted by Sections 856 through 860 of the member of Buyer and authorizing the execution, deliveryCode (a “REIT”), and performance its proposed method of this Agreement operation will enable it to continue to meet the requirements for qualification and each other agreement, instrument or certificate to be executed and delivered by Buyer pursuant to this Agreement, and that such resolutions have not been modified, rescinded or amendedtaxation as a REIT; (xiiix) to Seller Parent, a copy of the Intellectual Property Assignment, duly executed by Buyer OP; and (xi) a Broker’s Lien Affidavit and a Real Estate Sales Validation copy of the Notification Form executed by the relevant Buyer in connection with relation to the transfer of the Real Property; and (xiv) Equity Interests of the Escrow Agreement, relevant Luxembourg Company. On the Closing Date the applicable Buyer shall deliver to the Sellers a shareholder resolution of each Luxembourg Company and duly executed by such Buyer, (A) appointing the new managers of such Luxembourg Company and (B) providing a provisional discharge to the resigning managers of such Luxembourg Company until the Closing Date and undertaking to renew such discharge with the Sellers when the annual accounts of the financial year comprising the Closing Date are approved by the Sellers and the Buyers as shareholders of such Luxembourg Company.

Buyer’s Closing Deliveries. At the Closing, Buyer shall deliver to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivered, as applicableto Seller all of the following, in form and substance reasonably acceptable to Seller, the following: (ia) the Closing Amount (less the MEP Escrow AmountEstimated Purchase Price, payable as set forth in Section 2.3(b), in accordance with Section 1.02; (b) a certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer, certifying as to the matters set forth in Section 3.4(c)(ii) and Section 3.4(c)(iii); (c) a certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that attached thereto is: (i) a true, accurate and complete copy of the certificate issued by the Secretary of State of the State of Delaware, dated as of a recent date prior to the Closing Date and certifying that Buyer is validly existing and in good standing under the laws of the State of Delaware, (ii) a true, accurate and complete copy of the Xxxx certificate of Sale and Assignmentformation of Buyer, duly executed as in effect on the Closing Date, certified by Buyer; the Secretary of State of the State of Delaware as of a recent date prior to the Closing Date, (iii) the General Assignment incumbency of Buyer’s officers or managers that executed this Agreement, any other agreement delivered on the Closing Date, and Assumptionany certificate delivered in connection with the Closing; and (iv) a true, accurate and complete copy of the resolutions of the members and/or manager of Buyer duly executed authorizing the execution, delivery and performance by BuyerBuyer of this Agreement, the Buyer Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect as of the Closing Date; (ivd) a counterpart signature page to the DCS Assignment and Assumption, duly executed by Buyer; (v) the Deeds, duly executed by Buyer; (vi) the Lease Assignments, duly executed by Buyer; (vii) the Transition Services Agreement, duly executed by Buyer; (viiie) a certificatetermination and release of the Owner Guaranty dated December 12, in form and substance reasonably satisfactory to Seller2012, as by Dominion Resources, Inc. for the benefit of FuelCell Energy, Inc. with regards to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB BondsServices Agreement; (ixf) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as replacement of the ClosingBridgeport EPA Guaranty (the “EPA Guaranty”) dated November 26, 2013 provided by Dominion Resources, Inc. for the Seller’s Financial Assurance shall be fully released benefit of Connecticut Light and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property Agreement, duly executed by Buyer; (xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama; (xii) a certificate executed by an authorized officer of Buyer and dated the Closing Date, certifying that attached thereto are true and complete copies of resolutions duly adopted by the member of Buyer and authorizing the execution, delivery, and performance of this Agreement and each other agreement, instrument or certificate to be executed and delivered by Buyer pursuant to this Agreement, and that such resolutions have not been modified, rescinded or amended; (xiii) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with the transfer Power Company on behalf of the Real PropertyProject Company; and (xivg) the Escrow Agreement, duly Services Agreement termination and release executed by BuyerFCE pursuant to Section 6.7.

Buyer’s Closing Deliveries. At the Closing, in addition to any other documents specifically required to be delivered pursuant to this Agreement, Buyer shall shall, in form and substance reasonably satisfactory to Seller and its counsel (except as otherwise specifically set forth herein), deliver to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivered, as applicable, to Seller, Seller the following: (ia) A Lease Agreement, duly executed by Buyer and Landlord, for the Closing Amount letting of the Leased Real Estate to Buyer (less the MEP Escrow Amount), as lessee) on terms and conditions described in accordance with Section 1.02Schedule 3.3 hereto; (iib) A counterpart to the Xxxx of Sale Assignment and Assignment, Assumption Agreement duly executed by Buyer; (iiic) A counterpart to the General Assignment and Assumption, Non-Competition Agreement duly executed by Buyer; (ivd) A counterpart to the DCS Assignment and Assumption, duly executed by Buyer; (v) the Deeds, duly executed by Buyer; (vi) the Lease Assignments, duly executed by Buyer; (vii) the Transition Services Consulting Agreement, duly executed by Buyer; (viiie) a certificate, in form and substance reasonably satisfactory to Seller, as A counterpart to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB Bonds; (ix) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as of the Closing, the Seller’s Financial Assurance shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged; (x) the Excluded Property AgreementLicense, duly executed by Buyer; (xif) a Certificate The cash portion of Good Standing the Purchase Price to be paid at the Closing pursuant to Section 2.2(a) of this Agreement; (g) A certificate, duly executed by Buyer, certifying that Buyer has performed and complied with all of the terms, provisions and conditions of this Agreement to be performed and complied with by it at or prior to Closing and that its representations and warranties are true in all material respects as of the date of this Agreement and as of the Closing (except as expressly contemplated or permitted by this Agreement); (h) A certificate of the Secretary or Assistant Secretary of Buyer, dated the Closing Date, certifying (i) the resolutions duly adopted by the Board of Directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby (including the Non-Competition Agreement and the Consulting Agreement), and (ii) that such resolutions have not been rescinded or modified and remain in full force and effect as of the Closing Date; (i) A certificate of good standing of Buyer, dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state Closing Date, issued by the Secretary of organization, principal place State of Business and the State of AlabamaColorado; (xiij) a certificate executed A copy of the Articles of Incorporation of Buyer, duly certified by an authorized officer the Secretary of State of the State of Colorado, no more than ten days prior to the Closing Date; (k) An opinion of Ottex, Xxhnson, Robinson, Neff & Xagoxxxxx, X.C., counsel for Buyer and Multi-Link, dated the Closing Date, certifying that attached thereto are true addressed to Seller and complete copies Shareholder, to the effect that: (i) Buyer is a corporation duly organized, validly existing and in good standing under the laws of resolutions the State of Colorado. (ii) Buyer has full corporate power and authority to (A) execute and deliver this Agreement and to perform its obligations hereunder, and (B) own and operate its assets, properties and business and carry on its business as presently conducted. (iii) This Agreement has been duly adopted and validly executed and delivered by the member of Buyer and authorizing the constitutes a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms. (iv) The execution, delivery, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of Buyer, including director authorization. (v) The execution, delivery and each performance of this Agreement by Buyer, the consummation of the transactions contemplated hereby and the compliance with or fulfillment of the terms and provisions hereof or of any other agreementagreement or instrument contemplated hereby, instrument do not and will not conflict with or certificate result in a breach of any of the provisions of the Articles of Incorporation or Bylaws of Buyer. The opinion may be governed by the Accord and if so governed, the General Qualifications (as defined in the Accord) shall apply to the opinions expressed in subsection (iii); (l) All other previously undelivered items required to be executed and delivered by Buyer at or prior to Closing pursuant to this Agreement, and that such resolutions have not been modified, rescinded Agreement or amended; (xiii) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form otherwise required in connection with the transfer of the Real Property; and (xiv) the Escrow Agreement, duly executed herewith unless waived in writing by BuyerSeller.