Common use of By the Buyer Clause in Contracts

By the Buyer. The Buyer shall deliver to the Seller at the Closing or, if so indicated, on the Effective Date, each of the following documents: (a) this Agreement, executed by the Buyer; (b) the Assignment and Assumption Agreement (Exhibit D), executed by Buyer; (c) on the Effective Date, the amount of $21,142.31 representing deposits under the Real Property Leases and the Equipment Leases and one month rent for the Offices, by check or wire transfer to be held in escrow until the deposit holder has consented in writing that such deposit will be payable to ALS; (d) the Non-Competition Agreement in the form attached hereto as Exhibit C-2; (e) the Cross Receipt, executed by the Buyer; (f) a certificate executed by the Chief Executive Officer/Managing Member of the Buyer that all representations and warranties made herein are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; and (g) a certificate of the secretary of the Buyer authorizing the purchase of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Buyer. (h) A consent of Buyer’s lender to the transaction; (i) such certificates or other documents as may be reasonably requested by Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Secretary of State of Florida, and certificates of an officer of the Buyer with respect to directors’ resolutions, by-laws and other matters.

By the Buyer. The Buyer shall deliver to the Seller at the Closing or, if so indicated, on the Effective Date, each of the following documents: (a) this Agreement, executed by the Buyer; (b) the Assignment and Assumption Agreement (Exhibit D), executed by Buyer; (c) on the Effective Date, the amount of $21,142.31 representing deposits under the Real Property Leases and the Equipment Leases and one month rent for the Offices, by check or wire transfer to be held transfer, of the Real Property Lease monthly rental payment for June, plus the entire June portion of health/dental insurances paid by Seller in escrow until the deposit holder has consented in writing that such deposit will be payable to ALSadvance; (d) the Non-Competition Agreement in Note (Exhibit A), executed by the form attached hereto as Exhibit C-2Buyer; (e) the Security Agreement (Exhibit C) executed by the Buyer; (f) a UCC-1 Financing Statement executed by Buyer; (g) the Cross Receipt, executed by the Buyer; (fh) a certificate executed by the Chief Executive Officer/Managing Member President of the Buyer that all representations and warranties made herein are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; and (gi) a certificate of the secretary of the Buyer attesting to the accuracy of the resolutions of the Board of Directors of the Buyer authorizing the purchase of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Buyer. (h) A consent of Buyer’s lender to the transaction; (ij) such certificates or other documents as may be reasonably requested by Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents and good standing certificates from the Secretary of State of FloridaCalifornia and Colorado, and certificates of an officer of the Buyer with respect to directors’ ' resolutions, byBy-laws and other matters. (k) Certificate of insurance setting forth the Seller as additional insured.

By the Buyer. The Buyer shall deliver to the Seller at the Closing or, if so indicated, on the Effective Date, each of the following documents: (a) this Agreement, executed by the Buyer; (b) the Assignment and Assumption Agreement Agreement, executed by Buyer (Exhibit D); (c) the $300,000 Note (Exhibit A-1), executed by the Buyer; (d) the $2,900,000 Note (Exhibit A-2), executed by Buyer; (c) on the Effective Date, the amount of $21,142.31 representing deposits under the Real Property Leases and the Equipment Leases and one month rent for the Offices, by check or wire transfer to be held in escrow until the deposit holder has consented in writing that such deposit will be payable to ALS; (d) the Non-Competition Agreement in the form attached hereto as Exhibit C-2; (e) the Cross ReceiptReceipt (Exhibit F), executed by the Buyer; (f) a certificate executed by the Chief Executive Officer/Managing Member President of the Buyer that all representations and warranties made herein are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; and; (g) a certificate of the secretary of the Buyer authorizing the purchase of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Buyer.; (h) A consent of Buyer’s lender to the transaction; (i) such certificates or other documents as may be reasonably requested by Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Secretary of State of FloridaCalifornia, and certificates of an officer of the Buyer with respect to directors’ resolutions, by-laws and other matters; (i) A UCC-3 Termination Statement from Seller’s Lender, AGR Financial; (j) A payoff letter in favor of Seller’s Lender, AGR Financial; (k) The Employment Agreement between Buyer and Xxxxxx Xxxxx duly executed by Buyer (Exhibit C); (l) certificate representing 500,000 shares of Buyer’s common stock issued in the name of Xx. Xxxxx. (i) (ii) a

By the Buyer. The Buyer shall deliver to the Seller at the Closing or, if so indicated, on the Effective Date, each of the following documents: (a) this Agreement, executed by the Buyer; (b) the Assignment and Assumption Agreement (Exhibit EXHIBIT D), executed by Buyer; (c) Employment Agreement; (d) on the Effective Date, the first payment on the Note, and the amount of $21,142.31 17,561.35, representing deposits under the Real Property Leases and the Equipment Leases and one month rent for the OfficesXxxxxx office, by check or wire transfer to be held in escrow until the deposit holder has consented in writing that such deposit will be payable to ALS; (d) the Non-Competition Agreement in the form attached hereto as Exhibit C-2transfer; (e) the Note (EXHIBIT A), executed by the Buyer; (f) the Cross Receipt, executed by the Buyer; (fg) a certificate executed by the Chief Executive Officer/Managing Member President of the Buyer that all representations and warranties made herein are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; and (gh) a certificate of the secretary of the Buyer attesting to the accuracy of the resolutions of the Board of Directors of the Buyer authorizing the purchase of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Buyer. (h) A consent of Buyer’s lender to the transaction; (i) such certificates or other documents as may be reasonably requested by Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Secretary of State of FloridaDelaware, and certificates of an officer of the Buyer with respect to directors’ ' resolutions, by-laws and other matters.

By the Buyer. The Buyer shall deliver to the each Seller at the Closing or, if so indicated, on the Effective Closing Date, each of the following documents: (a) this Agreementthe Note in the form annexed hereto as Exhibit A, executed by the Buyer; (b) the Registration Rights Agreement in the form annexed hereto as Exhibit E; (c) the Guaranty in the form annexed hereto as Exhibit F (d) the Offer/Releases in the form annexed hereto as Exhibit G; (e) the Benefits Letter in the form annexed hereto as Exhibit H; (f) the Assignment and Assumption Agreement (Exhibit DK), executed by Buyer; (cg) on a certificate representing the Effective Date, the amount of $21,142.31 representing deposits under the Real Property Leases and the Equipment Leases and one month rent for the Offices, by check or wire transfer to be held in escrow until the deposit holder has consented in writing that such deposit will be payable to ALSStratus Shares; (d) the Non-Competition Agreement in the form attached hereto as Exhibit C-2; (eh) the Cross Receipt, executed by the Buyer; (fi) a certificate executed by the Chief Executive Officer/Managing Member Manager of the Buyer that all representations and warranties made herein are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; and, in substantially the form of Exhibit L; (gj) a certificate of the secretary of the Buyer authorizing the purchase of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Buyer.; and (h) A consent of Buyer’s lender to the transaction; (ik) such certificates or other documents as may be reasonably requested by each Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Secretary of State of FloridaDelaware, and certificates of an officer of the Buyer with respect to directors’ resolutions, by-laws and other matters.