Common use of Closing Date Deliveries Clause in Contracts

Closing Date Deliveries. (a) On the Closing Date the Seller shall deliver, or execute and deliver, to the Buyer (i) a xxxx of sale, in a form satisfactory to the Buyer, to convey to and vest in the Buyer good and marketable title to the Purchased Assets, (ii) all consents, waivers or approvals required to be obtained by the Seller with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement, (iii) all of the documents and instruments contemplated to be delivered by the Seller to the Buyer on the Closing Date pursuant to this Article 4, in each case satisfactory to the Buyer, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate records. (b) On the Closing Date, the Buyer shall (i) deliver by wire transfer to the Seller the Purchase Price in immediately available funds; and (ii) execute and deliver to the Seller the documents contemplated to be delivered by the Buyer under this Agreement, in each case in a form satisfactory to Seller. (c) Stockholder and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed by the Persons set forth on Schedule 4.1(d). (e) Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver to Buyer an assignment of rights to the corporate name “Diabetic Plus, Inc.” and the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect to telephone numbers and directories until changed.

Closing Date Deliveries. (a) On At the Closing Date Closing, the Seller Parties shall deliver, deliver or execute and deliver, cause to be delivered to the Buyer (i) a xxxx of salesale and assignment and assumption agreement from the Seller Parties in substantially the form of Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), in a form satisfactory providing for the conveyance all of the Purchased Assets (other than the Owned Real Property, the Seller FCC Authorizations, and all other assignable Governmental Permits exclusively related to the Buyer, to convey to Station) and vest in the Buyer good and marketable title to assumption of all of the Purchased AssetsAssumed Liabilities, (ii) all consents, waivers or approvals required to be obtained by an assignment of the Seller with respect FCC Authorizations from the appropriate Seller Party, in substantially the form of Exhibit C (the “Assignment of the Seller FCC Authorizations”), assigning to the Purchased Assets or Buyer the consummation of Seller FCC Authorizations and all other assignable Governmental Permits exclusively related to the transactions contemplated by this AgreementStation, (iii) a transition services agreement from the appropriate Seller Party in substantially the form of Exhibit D (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to the Buyer the Owned Real Property, in form and substance reasonably satisfactory to Buyer, (v) all of the documents and instruments contemplated required to be delivered by the Seller Parties pursuant to Article VIII, (vi) specific assignment and assumption agreements duly executed by the appropriate Seller Parties relating to any agreements included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements to the Buyer on and for the Buyer to assume the Assumed Liabilities thereunder, (vii) a FIRPTA Certificate from each Seller Party and (viii) such other documents and instruments as the Buyer has determined to be reasonably necessary to consummate the transactions contemplated hereby. (b) At the Closing, the Buyer shall deliver to the Seller Parties (i) the Closing Date Payment by wire transfer of immediately available federal funds pursuant to this Article 4wire instructions that Seller Parties shall provide, in each case satisfactory to (ii) the BuyerXxxx of Sale and Assignment and Assumption Agreement, (iii) the Transition Services Agreement, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate records. (b) On the Closing Date, the Buyer shall (i) deliver by wire transfer to the Seller the Purchase Price in immediately available funds; and (ii) execute and deliver to the Seller the documents contemplated and instruments required to be delivered by the Buyer under this Agreementpursuant to Article VII, in each case in a form satisfactory to Seller. (cv) Stockholder specific assignment and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, assumption agreements duly executed by the Persons set forth on Schedule 4.1(d). (e) Buyer relating to any agreements included as Purchased Assets that the Buyer or the Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver Parties have determined to Buyer an assignment of rights be reasonably necessary to assign such agreements to the corporate name “Diabetic PlusBuyer and for the Buyer to assume the Assumed Liabilities thereunder, Inc.” and (vi) such other documents and instruments as the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect Parties have determined to telephone numbers and directories until changedbe reasonably necessary to consummate the transactions contemplated hereby.

Closing Date Deliveries. (a) On At the Closing Date the Closing, Seller shall deliver, or execute and cause Tribune to deliver, as applicable, to the Buyer (i) duly executed counterparts of a xxxx of salesale and assignment and assumption agreement, in a form satisfactory to the Buyer, to convey to and vest substantially in the Buyer good form of Exhibit A (the “Xxxx of Sale and marketable title to Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased AssetsAssets (other than the Owned Real Property and the Station Licenses) and the assumption of all of the Assumed Liabilities, (ii) an assignment of the Station Licenses from Seller or Tribune, as applicable, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer the Station Licenses and all consentsother assignable Governmental Authorizations issued by the FCC primarily related to the Stations, waivers (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or approvals limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer the Owned Real Property, (v) all of the documents and instruments required to be obtained delivered by the Seller with respect pursuant to the Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or Tribune, as applicable, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer and for Buyer to assume the consummation Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) a duly executed counterpart of the Option Agreement, substantially in the form of Exhibit D (the “Option Agreement”), and (ix) such other documents and instruments as are reasonably necessary to consummate the transactions contemplated by this hereby. (b) At the Closing, Buyer shall deliver to Seller (i) the Purchase Price in accordance with Section 2.5, (ii) duly executed counterparts to (A) the Xxxx of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments contemplated required to be delivered by the Seller to the Buyer on the Closing Date pursuant to this Article 4, in each case satisfactory to the BuyerVII, (iv) all of such other bills of sale, assignments specific assignment and other instruments of assignment, transfer assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that Buyer or conveyance as the Buyer may Seller have determined to be reasonably request or as may be otherwise necessary to evidence and effect assign such agreements to Buyer or for Buyer to assume the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased AssetsAssumed Liabilities thereunder, (v) assignments in form and substance satisfactory to Buyer a duly executed counterpart of all real property leased by Sellerthe Option Agreement, and (vi) such other documents and instruments as are reasonably necessary to consummate the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate recordstransactions contemplated hereby. (b) On the Closing Date, the Buyer shall (i) deliver by wire transfer to the Seller the Purchase Price in immediately available funds; and (ii) execute and deliver to the Seller the documents contemplated to be delivered by the Buyer under this Agreement, in each case in a form satisfactory to Seller. (c) Stockholder and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed by the Persons set forth on Schedule 4.1(d). (e) Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver to Buyer an assignment of rights to the corporate name “Diabetic Plus, Inc.” and the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect to telephone numbers and directories until changed.

Closing Date Deliveries. (a) On At the Closing Date Closing, the Seller Parties shall deliver, deliver or execute and deliver, cause to be delivered to the Buyer Buyer: (i) a xxxx of salesale and assignment and assumption agreement duly executed by the Seller Parties and, if applicable, their Affiliates in a substantially the form satisfactory to of Exhibit A (the Buyer“Xxxx of Sale and Assignment and Assumption Agreement”), to convey to and vest in providing for the Buyer good and marketable title to conveyance of all of the Purchased AssetsAssets (other than the Owned Real Property and the Seller FCC Authorizations) and the assumption of all of the Assumed Liabilities, (ii) all consents, waivers or approvals required to be obtained an assignment of the Seller FCC Authorizations duly executed by the appropriate Seller with respect Parties and their Affiliates, in substantially the form of Exhibit B (the “Assignment of the Seller FCC Authorizations”), assigning to the Purchased Assets or Buyer the consummation of the transactions contemplated by this AgreementSeller FCC Authorizations, (iii) a transition services agreement duly executed by the appropriate Seller Parties and their Affiliates, in substantially the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction and in form and substance reasonably acceptable to Buyer), duly executed by the appropriate Seller Parties and their Affiliates, conveying to the Buyer the Owned Real Property, (v) all of the documents and instruments contemplated required to be delivered by the Seller Parties and/or their Affiliates pursuant to Article VIII, including the Required Consents, (vi) certified copies of the certificate of incorporation and bylaws of the Seller Parties, (vii) certified resolutions of the Board of Directors and shareholders (if applicable) of the Seller Parties authorizing the transactions contemplated by this Agreement and the Ancillary Agreements, (viii) a duly executed certificate of the secretary of each of the Seller Parties as to incumbency and specimen signatures of officers of the Seller Parties executing this Agreement and the Ancillary Agreements, (ix) a certificate of non-foreign status from each of the Seller Parties (and Affiliates, as applicable) in compliance with Treasury Regulations Section 1.1445-2, (x) specific assignment and assumption agreements duly executed by the appropriate Seller Party or their Affiliates (as applicable) relating to any Contracts included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such Contracts to the Buyer on and for the Buyer to assume the Assumed Liabilities thereunder (if any), in form and substance reasonably acceptable to the Buyer, (xi) satisfactory evidence that any Encumbrances to be discharged prior to or simultaneous with Closing have been discharged, and (xii) such other documents and instruments as the Buyer has determined to be reasonably necessary to consummate the transactions contemplated hereby. (b) At the Closing, the Buyer shall deliver to the Seller Parties (i) the Closing Date pursuant to this Article 4Payment, in each case satisfactory to (ii) the BuyerXxxx of Sale and Assignment and Assumption Agreement, (iii) the Transition Services Agreement, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate records. (b) On the Closing Date, the Buyer shall (i) deliver by wire transfer to the Seller the Purchase Price in immediately available funds; and (ii) execute and deliver to the Seller the documents contemplated and instruments required to be delivered by the Buyer under this Agreementpursuant to Article VII, in each case in a form satisfactory to Seller. (cv) Stockholder specific assignment and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, assumption agreements duly executed by the Persons set forth on Schedule 4.1(d). (e) Buyer relating to any Contracts included as Purchased Assets that the Buyer or the Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver Parties have determined to Buyer an assignment of rights be reasonably necessary to assign such Contracts to the corporate name “Diabetic PlusBuyer and for the Buyer to assume the Assumed Liabilities thereunder (if any), Inc.” and (vi) such other documents and instruments as the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect Parties have determined to telephone numbers and directories until changedbe reasonably necessary to consummate the transactions contemplated hereby.

Closing Date Deliveries. (a) On At the Closing Date the Closing, Seller shall deliverdeliver or cause to be delivered to Buyer each of the following, or execute and deliverin each case, to the Buyer extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts of a xxxx of salesale and assignment and assumption agreement, substantially in a the form satisfactory of Exhibit A (the “Xxxx of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the Buyer, to convey to applicable Station(s) and vest in the Buyer good and marketable title assumption of all of the Assumed Liabilities relating to the Purchased Assetsapplicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all consentsother assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), waivers (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or approvals limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be obtained delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller with respect Party, relating to the any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the transactions contemplated Transactions, (x) a Form W-9 properly completed and duly executed by this Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the Transactions. (b) At the Closing, Buyer shall deliver to Seller (i) the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the Xxxx of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments contemplated required to be delivered by the Seller to the Buyer on the Closing Date pursuant to this Article 4, in each case satisfactory to the BuyerVII, (iv) all of such other bills of sale, assignments specific assignment and other instruments of assignment, transfer or conveyance assumption agreements duly executed by Buyer relating to any agreements included as the Buyer may Purchased Assets that are reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory assign such agreements to Buyer of all real property leased by Seller, and (vi) or for Buyer to assume the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate recordsAssumed Liabilities thereunder. (b) On the Closing Date, the Buyer shall (i) deliver by wire transfer to the Seller the Purchase Price in immediately available funds; and (ii) execute and deliver to the Seller the documents contemplated to be delivered by the Buyer under this Agreement, in each case in a form satisfactory to Seller. (c) Stockholder and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed by the Persons set forth on Schedule 4.1(d). (e) Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver to Buyer an assignment of rights to the corporate name “Diabetic Plus, Inc.” and the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect to telephone numbers and directories until changed.

Closing Date Deliveries. (a) On the Closing Date Date, the Seller SBS Entities shall deliver, or execute and deliver, deliver or cause to the Buyer be delivered to Buyer: (i) a xxxx of salesale and assignments, in a form satisfactory forms reasonably acceptable to the Buyer, to convey to and vest in the Buyer good and marketable title to conveying all of the Purchased Assets, , (ii) all consents, waivers or approvals required to be obtained by the Seller with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement, (iii) all of the documents and instruments contemplated required to be delivered by the Seller to the Buyer on the Closing Date SBS Entities pursuant to this Article 4VIII, (iii) certificates of good standing of each of the SBS Entities, in each case satisfactory to issued as of a recent date by the Buyer, Secretary of State of their state of incorporation and the Secretary of State of California (SBS Licensee and SBS-San Francisco only) and tax clearance certificates issued by the Department of Revenue of the State of California for each SBS Entity, (iv) all a certificate of such other bills the secretary or assistant secretary of saleeach of the SBS Entities certifying the resolutions of its directors and stockholders, assignments and other instruments of assignmentwhere applicable, transfer or conveyance as the Buyer case may reasonably request or as may be otherwise necessary to evidence and effect be, authorizing the sale, assignment, transfer, conveyance execution and delivery of this Agreement and the Purchased Assets transactions contemplated hereby and Business to the Buyer incumbency and to put the Buyer in actual possession or control signatures of the Business each officer executing this Agreement and Purchased Assets, any SBS Entities Ancillary Agreement, (v) assignments The opinions of the SBS Entities' legal and communications counsel substantially in the forms set forth in Exhibit A, with such revisions as are reasonably acceptable to Buyer and the SBS Entities, (vi) a certification of non-foreign status, in form and substance reasonably satisfactory to Buyer Buyer, in accordance with Treas. Reg. Section 1.1445-2(b), (vii) such documents and instruments as may be reasonably necessary to evidence that the Purchased Assets at Closing are free and clear of all real property leased by SellerEncumbrances other than Permitted Encumbrances, and (viii) the books and records included in the Purchased Assets (vi) provided that delivery of the foregoing will be deemed made to the extent not previously provided to Buyer by Seller prior to the Closing Date, copies such books and records are then located at any of the Seller’s corporate recordsoffices or premises included in the Purchased Assets). (b) On the Closing Date, the Buyer shall deliver or cause to be delivered to the SBS Entities the Purchase Price, payable in the manner described in Section 2.7, and execute and deliver (i) deliver by wire transfer to the Seller the Purchase Price in immediately available funds; and (ii) execute and deliver to the Seller all of the documents contemplated and instruments required to be delivered by the Buyer under this Agreementpursuant to Article VII, in each case in (ii) copies of the certificate of formation of Buyer, certified as of a form satisfactory to Seller. (c) Stockholder and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed recent date by the Persons set forth on Schedule 4.1(dSecretary of State of its state of organization, (iii) certificates of good standing of Buyer, each issued as of a recent date by the Secretary of State of the state of its organization and the Secretary of State of California, (iv) a certificate of the secretary or assistant secretary of Buyer certifying the resolutions of its members authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of its officers executing this Agreement and any Buyer Ancillary Agreements, and (v) the undertaking and assumption described in Section 2.3(a). (e) Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver to Buyer an assignment of rights to the corporate name “Diabetic Plus, Inc.” and the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect to telephone numbers and directories until changed.

Closing Date Deliveries. (1) Purchaser shall pay to Seller the Deposit on the Business Day (the “Closing Date”) on which all of the following conditions are satisfied and fulfilled (or waived by Purchaser): (a) On the Closing Date maturity date of the Seller shall deliverConvertible Debentures has been extended to March 31, or execute 2026 and deliver, the Royalty Put Option Agreement has been amended to provide that it terminates upon the Buyer later of (i) a xxxx repayment in full of sale, in a form satisfactory to all amounts owing under the Buyer, to convey to Convertible Debentures and vest in any outstanding amounts under the Buyer good Royalty Put Option Agreement; and marketable title to the Purchased Assets, (ii) March 31, 2026, pursuant to a fourth omnibus amendment agreement in form and substance satisfactory to Purchaser; (b) the Seller MPA Entities and the Sprott Lenders enter into the Sprott Loan Agreement; (c) Purchaser, the Sprott Stream Parties and the Sprott Lenders enter into a joinder agreement with the Security Agent whereby Purchaser, the Sprott Stream Parties and the Sprott Lenders become a “creditor” for purposes of the Security Sharing Agreement and a “Sprott Entity” for purposes of the Security Documents; (d) the Seller MPA Entities acknowledge and confirm in favour of Purchaser and other Sprott Entities that, among other things, the Stream Obligations and the Debt Facility constitute PF Obligations and are secured by the Security Documents, in form and substance satisfactory to Purchaser; (e) the holder of the Royalty Convertible Debenture has elected to receive the Royalty in lieu of cash payment of the outstanding principal amount under the Royalty Convertible Debenture and all consentsother amounts owing under the Royalty Convertible Debenture have been indefeasibly paid in full; (f) all amounts owing by BHMC under the bridge loan facility made available by certain Sprott Entities pursuant to the bridge loan agreement dated as of December 2, waivers 2022 have been paid in full and the bridge loan facility has terminated; (g) each Seller MPA Entity shall have delivered to Purchaser a current (dated no earlier than two Business Days prior to the Closing Date) certificate of status, good standing or approvals required compliance (or equivalent) for each such Seller MPA Entity, each issued by the relevant Governmental Authority; (h) on the Closing Date, each Seller MPA Entity shall have executed and delivered to Purchaser a certificate of a director or senior officer, in form and substance satisfactory to Purchaser, acting reasonably, certifying the constating documents of such entity, the resolutions of the board of directors, shareholders or the relevant corporate body of such entity as applicable in accordance with Applicable Law authorizing the execution, delivery and performance of the Transaction Documents to which it is a party and the transactions contemplated thereby, the names, positions and true signatures of the Persons authorized to sign the Transaction Documents to which it is a party; (i) on or prior to the Closing Date, the Seller MPA Entities shall have delivered to Purchaser a copy of the Project Financial Plan, satisfactory to Purchaser and certified to be obtained true and complete by a director or senior officer of Seller and BHMC; (j) on or prior to the Closing Date, each Seller MPA Entity shall have executed and delivered to Purchaser the Guarantees and the Security Documents to which it is a party and shall have made, or arranged for, all such registrations, filings and recordings of Security Documents in all appropriate jurisdictions (collectively, the “Relevant Jurisdictions”), and shall have done all such other acts and things as may be necessary or advisable to create, perfect or preserve the Security Documents in accordance with Section 7.2, and the security created under the Security Documents shall constitute a valid and enforceable charge over the Collateral, and Purchaser shall have received evidence satisfactory to it of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; (k) on the Closing Date, each Seller MPA Entity shall have delivered to Purchaser opinions, in form and substance satisfactory to Purchaser, acting reasonably, from external legal counsel to the Seller MPA Entities as to, among other things: (i) the legal status of each Seller MPA Entity and the authorized and issued capital of each Seller MPA Entity; (ii) the power, capacity and authority of each Seller MPA Entity to execute, deliver and perform the Transaction Documents to which it is a party; (iii) the execution and delivery by each Seller MPA Entity of the Transaction Documents to which it is a party and the enforceability thereof against it; (iv) the registrations, filings and recordings made in all Relevant Jurisdictions to create, perfect and otherwise preserve the Security Documents and attaching the results of the usual searches that would be conducted in each of the Relevant Jurisdictions in connection with the Security Documents; (v) that the Security Documents create valid and enforceable security interests in favour of Purchaser in the Collateral, and that no Encumbrances are registered other than Permitted Encumbrances; (vi) title with respect to the Purchased Assets Mining Properties, including that the title is valid, clean and marketable; and (vii) no documentary or stamp tax; (l) on the Closing Date, each Seller MPA Entity shall have executed and delivered to Purchaser a certificate of a director or senior officer of each such entity, in form and substance satisfactory to Purchaser, acting reasonably, certifying that, on and as of that date: (i) all of the representations and warranties made by each Seller MPA Entity pursuant to this Agreement and each Security Document to which it is a party are true and correct in all material respects as of such date; (ii) none of the Seller MPA Entities are in breach or default and there is no Seller Event of Default that has occurred and is continuing (or an event which with notice or lapse of time or both would become a breach, default or Seller Event of Default) under this Agreement or any Security Document to which it is a party; and (iii) no action or proceeding, at law or in equity, is pending or, to the knowledge of such Seller MPA Entity, threatened by any Person or Governmental Authority to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement, (iii) all of the documents and instruments contemplated to be delivered by the Seller to the Buyer on the Closing Date pursuant to this Article 4, in each case satisfactory to the Buyer, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate recordsTransaction Documents. (b2) On Each of the Closing Date, the Buyer shall (i) deliver by wire transfer to the Seller the Purchase Price in immediately available funds; and (ii) execute and deliver to the Seller the documents contemplated to be delivered by the Buyer under this Agreement, in each case in a form satisfactory to Seller. (c) Stockholder and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed by the Persons conditions set forth on Schedule 4.1(d)in Section 3.2(1) is for the exclusive benefit of Purchaser and may only be waived by it in its sole discretion. (e) Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver to Buyer an assignment of rights to the corporate name “Diabetic Plus, Inc.” and the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect to telephone numbers and directories until changed.

Closing Date Deliveries. (a) On Administrative Agent shall have received each of the Closing Date the Seller following documents, instruments and agreements, each of which shall deliver, or execute be in form and deliver, substance and executed in such counterparts as shall be reasonably acceptable to the Buyer Administrative Agent and each Bank: (i) a xxxx of saleNote payable to each Bank (if any) requesting same pursuant to Section 2.3, in a form satisfactory to the Buyer, to convey to and vest each in the Buyer good and marketable title to the Purchased Assetsamount of such Bank’s Maximum Credit Amount, duly executed by Borrower; (ii) a copy of the Initial Reserve Report; (iii) a true, correct and complete copy of the executed Delta/Laramie Contribution Agreement, including all consentsexhibits and schedules thereto; (iv) a copy of the articles or certificate of incorporation, waivers certificate of organization, or approvals required comparable charter documents, and all amendments thereto, of Borrower accompanied by a certificate that such copy is true, correct and complete, and dated within twenty (20) days prior to be obtained the Closing Date (or within such other period as acceptable to Administrative Agent), issued by the Seller appropriate Governmental Authority of the jurisdiction of incorporation or organization of Borrower, and accompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower that such copy is true, correct and complete; (v) a copy of the bylaws, regulations, operating agreement or comparable charter documents, and all amendments thereto, of Borrower accompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower that such copy is true, correct and complete; (vi) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the existence of Borrower and to the effect that Borrower is in good standing with respect to the Purchased Assets payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (vii) a certificate of incumbency of all officers of Borrower who will be authorized to execute or attest to any Loan Paper, executed by the consummation Secretary or comparable Authorized Officer of each such Credit Party; (viii) copies of resolutions or comparable authorizations approving the Loan Papers to be delivered on or before the Closing Date and authorizing the transactions contemplated by this Agreement, (iii) all of Agreement and the documents and instruments contemplated other Loan Papers to be delivered by the Seller to the Buyer on the Closing Date pursuant to this Article 4, in each case satisfactory to the Buyer, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to before the Closing Date, duly adopted by the members or board of managers (or comparable authority) of Borrower accompanied by certificates of the Secretary or comparable officer of Borrower that such copies are true and correct copies of the Seller’s corporate records. resolutions duly adopted at a meeting of or (b) On the Closing Dateif permitted by applicable Law and, the Buyer shall (i) deliver if required by wire transfer to the Seller the Purchase Price in immediately available funds; and (ii) execute and deliver to the Seller the documents contemplated to be delivered such Law, by the Buyer under this Agreement, in each case in a form satisfactory to Seller. (cbylaws or comparable charter documents of Borrower) Stockholder and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed by the Persons set forth on Schedule 4.1(d). unanimous written consent of the members or board of managers (eor comparable authority) Seller of Borrower, and Stockholder shall deliver a fully executed Non-Compete Agreement in that such resolutions constitute all the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver to Buyer an assignment of rights to the corporate name “Diabetic Plus, Inc.” and the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate resolutions adopted with respect to telephone numbers such transactions, have not been amended, modified, or revoked in any respect, and directories until changedare in full force and effect; (ix) a certificate signed by an Authorized Officer of Borrower certifying that Borrower has received all consents, approvals, registrations or filings required by Section 7.2 and that each such consent, approval, registration and filing is in full force and effect, together with copies of each such consent, approval, registration or filing; and (x) a certificate signed by an Authorized Officer of Borrower certifying that the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all respects.

Closing Date Deliveries. (1) Purchaser shall pay to Seller the Deposit on the Business Day (the “Closing Date”) on which: (a) On Purchaser has received the Closing Date the Seller shall deliverdocuments, or execute agreements and deliver, to the Buyer (i) a xxxx evidence set out in Part 1 of sale, in a form satisfactory to the Buyer, to convey to and vest in the Buyer good and marketable title to the Purchased Assets, (ii) all consents, waivers or approvals required to be obtained by the Seller with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement, (iii) all of the documents and instruments contemplated to be delivered by the Seller to the Buyer on the Closing Date pursuant to this Article 4, in each case satisfactory to the Buyer, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments Schedule K in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate records.it; and (b) On the Closing Dateother conditions set out in Schedule K are satisfied, fulfilled or waived (by the Buyer shall (i) deliver by wire transfer Party entitled to the Seller benefit of the Purchase Price relevant condition); which date shall not be later than June 1, 2023 (or such later date as Purchaser may agree in immediately available funds; its sole and (ii) execute and deliver to the Seller the documents contemplated to be delivered by the Buyer under this Agreement, in each case in a form satisfactory to Seller. (c) Stockholder and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed by the Persons set forth on Schedule 4.1(dunfettered discretion). (e2) Each of the conditions set forth in: (a) Part 1 of Schedule K is for the exclusive benefit of Purchaser and may only be waived by it in its sole discretion; and (b) Part 2 of Schedule K is for the exclusive benefit of Seller and Stockholder shall deliver a fully executed Non-Compete Agreement may only be waived by it in the form of Exhibit “F”its sole discretion. (f3) Each Seller PSA Entity agrees that, as part of Purchaser reviewing the matters referred to in Part 1 of Schedule K, Purchaser may identify matters that in its opinion require amendments to a Copper Stream Document which must be entered into before the Closing Date. If it does so identify any such matter, then Purchaser will notify the Seller PSA Entities of the amendments and propose a draft amending agreement (or draft amendment and restatement of this Agreement). The Seller PSA Entities must then promptly enter into the amendment agreement (or amendment and restatement) and provide all other documents and evidence in connection with the entry into of it reasonably requested by Purchaser. If Purchaser has notified the Seller PSA Entities that an amendment agreement (or an amendment or restatement) is required, the Seller PSA Entities agree that Purchaser shall deliver a fully executed Lease Agreement have no obligation to advance the Deposit until Purchaser notifies the Seller PSA Entities that the amendment agreement (or amendment and restatement) has been entered into and all other documents and evidence in connection with the form entry into of Exhibit “G”, executed it reasonably requested by the appropriate Persons. (g) Seller shall deliver to Buyer an assignment of rights Purchaser have been provided to the corporate name “Diabetic Plus, Inc.” and satisfaction of Purchaser. Xxxxxxxxx agrees to notify the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect to telephone numbers and directories until changedPSA Entities promptly upon being so satisfied.

Closing Date Deliveries. The Closing Date shall not occur, and this Agreement and the other Transaction Documents shall not become effective and binding on the parties hereto and thereto unless MUI has furnished to Enron, on or before [_______] February 10], 2001, each of the following, all in form and substance reasonably satisfactory to Enron: (a) On Copies for each MUI Entity, certified by the Closing Date the Seller shall deliverSecretary, Assistant Secretary, or execute and deliverother appropriate officer of such entity, to the Buyer of (i) such entity’s articles or certificate of incorporation certified as of a xxxx recent date by the appropriate governmental officer in its respective jurisdiction of saleincorporation and its by-laws if such entity is a corporation or such entity’s Certificate of Limited Partnership certified as of a recent date by the appropriate governmental officer in its respective jurisdiction of formation and its Agreement of Limited Partnership if such entity is a limited partnership, in a form satisfactory to the Buyer, to convey to and vest in the Buyer good and marketable title to the Purchased Assets, (ii) all consentssuch entity’s authorization resolutions (such as Board of Directors’ resolutions, waivers or approvals required to be obtained and resolutions of other bodies, if any, that are deemed necessary by counsel for Enron) authorizing the Seller with respect to execution of the Purchased Assets or Transaction Documents and the consummation of the transactions contemplated thereby; (b) An incumbency certificate for each MUI Entity, executed by this the Secretary, Assistant Secretary, or other appropriate officer of such entity, which shall identify by name and title and bear the signature of the officers authorized to sign the Transaction Documents and identify by name and title those authorized to submit purchase orders pursuant to the Supply Agreement, (iii) all and Enron shall be entitled to rely upon such incumbency certificate until Enron receives written notice from MUI of a change in the authorized officers of the documents and instruments contemplated to be delivered by the Seller to the Buyer on the Closing Date pursuant to this Article 4MUI Entities; (c) A certificate, in each case satisfactory to the Buyer, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer Enron, signed by the [president] President of MUI stating : (i) that that as of the Closing Date: (i) all real property leased by Seller, representations and (vi) to the extent not previously provided to Buyer by Seller prior to warranties set forth in Article 6 Section 6.1 of this Agreement are true and correct as of the Closing Date, copies (ii) no default or event of the Seller’s corporate records. (b) On default exists under any Transaction Document as of the Closing Date, the Buyer shall (i) deliver by wire transfer to the Seller the Purchase Price in immediately available funds; and (iiiii) execute and deliver no Material Adverse Effect has occurred as of the Closing Date; since the date of the last MUI Entity financial statements that were provided to the Seller the documents contemplated to be delivered Enron by the Buyer under this Agreement, in each case in a form satisfactory to Seller. (c) Stockholder and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively.MUI Entities; (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”This Agreement, executed by the Persons set forth on Schedule 4.1(d)MUI Entities which includes as Exhibits C through O hereto the agreed upon forms for each of the following documents: (i) Xxxx of Sale; (ii) Supply Agreement; (iii) Swap Agreement; (iv) Confirmation; (v) Netting Agreement; (vi) Warehouse and Services Agreement; (vii) Lease Agreement; (viii) Sublease Agreement; (ix) Landlord’s Lien Waiver and Non-disturbance Agreement; (x) Mortgagee’s Acknowledgement and Non-disturbance Agreement; (xi) Lender’s Acknowledgement of Enron’s rights and Intercreditor Agreement; (xii) Opinion Letter of the MUI Entities’ general counsel; and (xiii) Opinion Letter of the MUI Entities’ outside counsel. (e) Seller A certificate from MUI Entities’ Auditors stating that there are no defaults or events of default under the Senior Subordinated Notes, the Securitization Facility, the Credit Agreement or any of the documents or instruments related to such agreements and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”.related transactions; and (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate PersonsSuch other documents as Enron or its counsel may have reasonably requested. (g) Seller shall deliver to Buyer an assignment of rights to the corporate name “Diabetic Plus, Inc.” and the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect to telephone numbers and directories until changed.

Closing Date Deliveries. (a) On the Closing Date the Seller shall deliver, or execute and deliver, to the Buyer (i) a xxxx of sale, in a form satisfactory to the Buyer, to convey to and vest in the Buyer good and marketable title to the Purchased Assets, (ii) all consents, waivers or approvals required to be obtained by the Seller with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement, (iii) all of the documents and instruments contemplated to be delivered by the Seller to the Buyer on the Closing Date pursuant to this Article 4, in each case satisfactory to the Buyer, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to the Merger Closing Date, copies of Parent shall cause Seller to join in, and become a party to this Agreement by causing Seller to execute and deliver to Buyer a Joinder Agreement, substantially in the Seller’s corporate recordsform attached hereto as Exhibit C (the “Joinder Agreement”). (b) On the Closing Date, the Parent shall deliver or cause to be delivered to Buyer shall (i) deliver by wire transfer a xxxx of sale and assignment from Seller and Option Party, in substantially the form of Exhibit B, conveying all of the Purchased Assets (other than the Owned Real Property described in Schedule 3.10(a) applicable to the Station and the Seller the Purchase Price in immediately available funds; and FCC Authorizations), (ii) execute and deliver an Assignment of Seller FCC Authorizations from Option Party, in substantially the form of Exhibit D, assigning to Buyer the Seller FCC Authorizations, (iii) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer the Owned Real Property described in Schedule 3.10(a) applicable to the Seller Station, (iv) any documents or other deliveries that may be reasonably requested by Buyer in order to clear or otherwise remedy any defect, Encumbrance (other than Permitted Encumbrances) or other limitation with respect to Seller’s title to such Owned Real Property, including any commercially reasonable title affidavit and/or gap indemnity that may be required by Buyer’s title insurance company to insure title to Owned Real Property at Closing, (v) all of the documents contemplated and instruments required to be delivered by Seller or Option Party pursuant to Article VIII, (vi) assignment agreements duly executed by the appropriate Seller and Option Party relating to any agreement listed as an “Assumed Contract” on Schedule 3.17, (vii) copies of the certificates of incorporation or certificates of formation of Seller or Option Party, certified as of a recent date by the Secretary of State of the State of Delaware, (viii) certificates of good standing of Seller and Option Party, each issued as of a recent date by the Secretary of State of the State of Delaware, and (ix) such other documents and instruments as Buyer under this Agreement, in each case in a form satisfactory has determined to Sellerbe reasonably necessary to consummate the transactions contemplated hereby. (c) Stockholder and Xxxxx Xxxxxx shall each deliver to On the Closing Date, Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed by the Persons set forth on Schedule 4.1(d). (e) Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver to Parent (i) the Closing Date Payment, (ii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VII, (iii) assumption agreements duly executed by Buyer relating to any agreement of Seller listed as an assignment “Assumed Contract” on Schedule 3.17, (iv) a certificate of rights good standing of Buyer, issued as of a recent date by the secretary of state of the state of its incorporation, (vi) the undertaking and assumption described in Section 2.3, (vii) a certification of non-foreign status, in form and substance reasonably satisfactory to Parent, in accordance with Treas. Reg. § 1.1445-2(b) and (viii) such other documents and instruments as Parent has determined to be reasonably necessary to consummate the corporate name “Diabetic Plus, Inc.” and the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect to telephone numbers and directories until changedtransactions contemplated hereby.

Closing Date Deliveries. (a) On At the Closing Date Closing, the Seller Parties shall deliver, deliver or execute and deliver, cause to be delivered to the Buyer Buyer: (i) a xxxx bxxx of salesale and assignment and assumption agreement duly executed by the Seller Parties and, if applicable, their Affiliates in a substantially the form satisfactory to of Exhibit A (the Buyer“Bxxx of Sale and Assignment and Assumption Agreement”), to convey to and vest in providing for the Buyer good and marketable title to conveyance of all of the Purchased AssetsAssets (other than the Owned Real Property and the Seller FCC Authorizations) and the assumption of all of the Assumed Liabilities, (ii) all consents, waivers or approvals required to be obtained an assignment of the Seller FCC Authorizations duly executed by the appropriate Seller with respect Parties and their Affiliates, in substantially the form of Exhibit B (the “Assignment of the Seller FCC Authorizations”), assigning to the Purchased Assets or Buyer the consummation of the transactions contemplated by this AgreementSeller FCC Authorizations, (iii) a transition services agreement duly executed by the appropriate Seller Parties and their Affiliates, in substantially the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction and in form and substance reasonably acceptable to Buyer), duly executed by the appropriate Seller Parties and their Affiliates, conveying to the Buyer the Owned Real Property, (v) all of the documents and instruments contemplated required to be delivered by the Seller Parties and/or their Affiliates pursuant to Article VIII, including the Required Consents, (vi) certified copies of the certificate of incorporation and bylaws of the Seller Parties, (vii) certified resolutions of the Board of Directors and shareholders (if applicable) of the Seller Parties authorizing the transactions contemplated by this Agreement and the Ancillary Agreements, (viii) a duly executed certificate of the secretary of each of the Seller Parties as to incumbency and specimen signatures of officers of the Seller Parties executing this Agreement and the Ancillary Agreements, (ix) a certificate of non-foreign status from each of the Seller Parties (and Affiliates, as applicable) in compliance with Treasury Regulations Section 1.1445-2, (x) specific assignment and assumption agreements duly executed by the appropriate Seller Party or their Affiliates (as applicable) relating to any Contracts included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such Contracts to the Buyer on and for the Buyer to assume the Assumed Liabilities thereunder (if any), in form and substance reasonably acceptable to the Buyer, (xi) satisfactory evidence that any Encumbrances to be discharged prior to or simultaneous with Closing have been discharged, and (xii) such other documents and instruments as the Buyer has determined to be reasonably necessary to consummate the transactions contemplated hereby. (b) At the Closing, the Buyer shall deliver to the Seller Parties (i) the Closing Date pursuant to this Article 4Payment, in each case satisfactory to (ii) the BuyerBxxx of Sale and Assignment and Assumption Agreement, (iii) the Transition Services Agreement, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate records. (b) On the Closing Date, the Buyer shall (i) deliver by wire transfer to the Seller the Purchase Price in immediately available funds; and (ii) execute and deliver to the Seller the documents contemplated and instruments required to be delivered by the Buyer under this Agreementpursuant to Article VII, in each case in a form satisfactory to Seller. (cv) Stockholder specific assignment and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, assumption agreements duly executed by the Persons set forth on Schedule 4.1(d). (e) Buyer relating to any Contracts included as Purchased Assets that the Buyer or the Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver Parties have determined to Buyer an assignment of rights be reasonably necessary to assign such Contracts to the corporate name “Diabetic PlusBuyer and for the Buyer to assume the Assumed Liabilities thereunder (if any), Inc.” and (vi) such other documents and instruments as the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect Parties have determined to telephone numbers and directories until changedbe reasonably necessary to consummate the transactions contemplated hereby.

Closing Date Deliveries. (a) On the Closing Date the Seller Date, Sellers shall deliver, or execute and deliver, deliver or cause to the be delivered to Buyer (i) a xxxx bill of sale, in a form satisfactory to the Buyer, to convey to sale and vest in the Buyer good and marketable title to assignment of Sellers conveying all of the Purchased AssetsXxxxts (other than the Real Property described in Schedule 4.10(a)), (ii) all consents, waivers or approvals required general warranty deeds conveying to be obtained by Buyer the Seller with respect to the Purchased Assets or the consummation of the transactions contemplated by this AgreementReal Property described in Schedule 4.10(a), (iii) the legal opinions substantially as set forth in Exhibits A and B attached hereto, dated as of the Closing Date, to be delivered by Sellers' counsel and communications counsel, respectively, (iv) all of the documents and instruments contemplated required to be delivered by the Seller to the Buyer on the Closing Date ACME Entities pursuant to this Article 4, in each case satisfactory to the Buyer, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased AssetsVIII, (v) assignments copies of the certificates of incorporation or formation, as applicable, of each ACME Entity, each certified as of a recent date by the secretary of state of the state of its incorporation or formation, as applicable, (vi) certificates of good standing of each ACME Entity, each certified as of a recent date by the secretary of state of the state of its incorporation or formation, as applicable, (vii) a certificate of the secretary or assistant secretary of each ACME Entity as to its respective bylaws or limited liability company agreement or similar governing document, as applicable, and the resolutions of its board of directors and stockholders or members, as applicable, authorizing the execution and delivery of this Agreement and the transactions contemplated hereby, (viii) such documents and instruments, if any, as are reasonably requested by Buyer to evidence that the Purchased Assets at Closing are free and clear of all Encumbrances other than Permitted Encumbrances and (ix) a certification of non-foreign status, in form and substance reasonably satisfactory to Buyer of all real property leased by SellerBuyer, and (vi) to the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate recordsin accordance with Treasury Regulation Section 1.1445-2(b). (b) On the Closing Date, the Buyer shall execute and deliver or cause to be delivered to Sellers (i) deliver by wire transfer to the Seller Closing Date Payment, payable in the Purchase Price manner described in immediately available funds; and Section 3.3, (ii) execute and deliver to the Seller all of the documents contemplated and instruments required to be delivered by Buyer pursuant to Article IX, (iii) the Buyer under legal opinions substantially as set forth in Exhibit C attached hereto, dated as of the Closing Date, to be delivered by Buyer's counsel, (iv) copies of the charters of each of TBC and Tribune Denver, certified as of a recent date by the secretary of state of its state of incorporation, (v) a certificate of good standing of each of TBC and Tribune Denver, issued as of a recent date by the secretary of state of the state of its incorporation, (vi) a certificate of the secretary or assistant secretary of each of TBC and Tribune Denver as to its bylaws and the resolutions of its board of directors and stockholders (if applicable) authorizing the execution and delivery of this AgreementAgreement and the transactions contemplated hereby, (vii) the undertaking and assumption described in Section 2.3(a) and (viii) a certification of non-foreign status, in each case in a form and substance reasonably satisfactory to Seller. (c) Stockholder and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement Sellers, in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed by the Persons set forth on Schedule 4.1(daccordance with Treasury Regulation Section 1.1445-2(b). (e) Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver to Buyer an assignment of rights to the corporate name “Diabetic Plus, Inc.” and the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect to telephone numbers and directories until changed.

Closing Date Deliveries. At the Closing: (a) On Sellers shall deliver to Buyer the Closing Date original stock certificates representing the Seller shall deliverVeltxx Xxx. shares and the NAPT Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer, and Michxxx Xxxxxx xxxll deliver to Buyer, or execute and deliverBuyer's designees listed on Schedule 2.2 (a) attached hereto ( the "Designees"), to the Buyer (i) a xxxx original stock certificates representing the Veltxx Xxxdings Shares, together with the appropriate assignments of sale, in a form satisfactory to the Buyer, to convey to and vest in the Buyer good and marketable title to the Purchased Assets, (ii) all consents, waivers or approvals required to be obtained by the Seller with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement, (iii) all of the documents and instruments contemplated to be delivered by the Seller to the Buyer on the Closing Date pursuant to this Article 4, in each case satisfactory to the Buyer, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, stock separate from certificate duly endorsed for transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate records.; (b) On the Closing Date, the Buyer shall (i) deliver by wire transfer to pay the Seller the NAPT Share Purchase Price to Sellers (in immediately available funds; and accordance with the NAPT Share Purchase Price allocation under Section 1.5 hereof), Buyer (iior the Designees) execute and deliver shall pay the Veltxx Xxxdings Share Purchase Price to Michxxx Xxxxxx, xxd Buyer shall pay the Seller Cash Payment to Michxxx Xxxxxx xxx the documents contemplated to be delivered by the Buyer under this Agreement, Escrowed Amount into escrow as provided in each case in a form satisfactory to Seller.Section 1.3 hereof; (c) Stockholder Buyer and Xxxxx Xxxxxx Sellers shall receive from each deliver other executed copies of the following agreements: (i) Agreement Not to Compete and Confidentiality Agreement among the Sellers and Buyer an employment agreement in the form of attached hereto as Exhibit “C” B; and (ii) Employment Agreement among Michxxx Xxxxxx, Xxltxx Xxxdings and Buyer in the form attached hereto as Exhibit “D”, respectively.C (the "Employment Agreement"); (d) Seller Buyer shall deliver fully executed Confidentiality Agreements in receive from Sellers the form original minute books and stock ledgers of Exhibit “E”, executed by the Persons set forth on Schedule 4.1(d)each Veltxx Xxxup Member. (e) Seller and Stockholder Buyer shall deliver a fully executed Non-Compete Agreement in the form receive from Sellers an opinion of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”Kerr, executed by the appropriate Persons. (g) Seller shall deliver to Buyer an assignment of rights to the corporate name “Diabetic PlusXxxxxxx & Webex, Inc.” X.L.C., counsel for Sellers and the Intellectual Property duly and validly signed by appropriate parties which own such items. In additionVeltxx Xxxup, Seller and Buyer will cooperate with respect to telephone numbers the matters set forth on Schedule 2.2(e)(i) attached hereto and directories until changed.an opinion of Bartlet & Richardes, Canadian counsel

Closing Date Deliveries. (a) On At the Closing Date Closing, the Seller shall deliver, deliver or execute and deliver, cause to be delivered to the Buyer Buyer: (i) cash by wire transfer of immediately available funds an aggregate sum equal to the cash or cash equivalents purchased pursuant to Section 2.1(e); (ii) a xxxx of sale, in a form satisfactory to the Buyer, to convey to sale and vest in the Buyer good assignment and marketable title to the Purchased Assets, (ii) all consents, waivers or approvals required to be obtained by assumption agreement from the Seller with respect to in substantially the form of Exhibit A (the “Xxxx of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets or (other than the consummation Seller FCC Authorizations) and the assumption of all of the transactions contemplated by this Agreement, Assumed Liabilities; (iii) an assignment of the Seller FCC Authorizations from the Seller, in substantially the form of Exhibit B (the “Assignment of the Seller FCC Authorizations”), assigning to the Buyer the Seller FCC Authorizations; (iv) all of the documents documents, certificates and instruments contemplated required to be delivered by the Seller pursuant to Article VIII; (v) specific assignment and assumption agreements duly executed by the Seller relating to any agreements included as Purchased Assets that the Buyer on or the Closing Date pursuant Seller have determined to this Article 4, in each case satisfactory to the Buyer, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may be reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business assign such agreements to the Buyer and to put for the Buyer in actual possession or control to assume the Assumed Liabilities thereunder pursuant to Section 365 of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and Bankruptcy Code; (vi) all books and records purchased pursuant to Section 2.1(d) or copies thereof where applicable; and (vii) such other documents and instruments as the extent not previously provided Buyer has determined to Buyer by Seller prior be reasonably necessary to consummate the Closing Date, copies of the Seller’s corporate recordstransactions contemplated hereby. (b) On At the Closing DateClosing, the Buyer shall (i) deliver by wire transfer to the Seller the Purchase Price in immediately available funds; and (ii) execute and deliver to the Seller (i) the documents contemplated Xxxx of Sale and Assignment and Assumption Agreement, (ii) all of the documents, certificates and instruments required to be delivered by the Buyer under this Agreementpursuant to Article VII, in each case in a form satisfactory to Seller. (ciii) Stockholder specific assignment and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, assumption agreements duly executed by the Persons set forth on Schedule 4.1(d). (e) Buyer relating to any agreements included as Purchased Assets that the Buyer or the Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver have determined to Buyer an assignment of rights be reasonably necessary to assign such agreements to the corporate name “Diabetic PlusBuyer and for the Buyer to assume the Assumed Liabilities thereunder pursuant to Section 365 of the Bankruptcy Code, Inc.” and (iv) such other documents and instruments as the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect has determined to telephone numbers and directories until changedbe reasonably necessary to consummate the transactions contemplated hereby.

Closing Date Deliveries. (a) On At the Closing Date Closing, the Seller Parties shall deliver, deliver or execute and deliver, cause to be delivered to the Buyer Buyer: (i) a xxxx of salesale and assignment and assumption agreement duly executed by the Seller Parties and, if applicable, their Affiliates in a substantially the form satisfactory to of Exhibit A (the Buyer“Xxxx of Sale and Assignment and Assumption Agreement”), to convey to and vest in providing for the Buyer good and marketable title to conveyance of all of the Purchased AssetsAssets (other than the Owned Real Property and the Seller FCC Authorizations) and the assumption of all of the Assumed Liabilities, (ii) all consents, waivers or approvals required to be obtained an assignment of the Seller FCC Authorizations duly executed by the appropriate Seller with respect Parties and their Affiliates, in substantially the form of Exhibit B (the “Assignment of the Seller FCC Authorizations”), assigning to the Purchased Assets or Buyer the consummation of the transactions contemplated by this AgreementSeller FCC Authorizations, (iii) a transition services agreement duly executed by the appropriate Seller Parties and their Affiliates, in substantially the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction and in form and substance reasonably acceptable to Buyer), duly executed by the appropriate Seller Parties and their Affiliates, conveying to the Buyer the Owned Real Property, (v) all of the documents and instruments contemplated required to be delivered by the Seller Parties and/or their Affiliates pursuant to Article VIII, including the Required Consent, (vi) certified copies of the certificate of incorporation and bylaws of the Seller Parties, (vii) certified resolutions of the Board of Directors and shareholders (if applicable) of the Seller Parties authorizing the transactions contemplated by this Agreement and the Ancillary Agreements, (viii) a duly executed certificate of the secretary of each of the Seller Parties as to incumbency and specimen signatures of officers of the Seller Parties executing this Agreement and the Ancillary Agreements, (ix) a certificate of non-foreign status from each of the Seller Parties (and Affiliates, as applicable) in compliance with Treasury Regulations Section 1.1445-2, (x) specific assignment and assumption agreements duly executed by the appropriate Seller Party or their Affiliates (as applicable) relating to any Contracts included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such Contracts to the Buyer on and for the Buyer to assume the Assumed Liabilities thereunder (if any), in form and substance reasonably acceptable to the Buyer, (xi) satisfactory evidence that any Encumbrances to be discharged prior to or simultaneous with Closing have been discharged, and (xii) such other documents and instruments as the Buyer has determined to be reasonably necessary to consummate the transactions contemplated hereby. (b) At the Closing, the Buyer shall deliver to the Seller Parties (i) the Closing Date pursuant to this Article 4Payment, in each case satisfactory to (ii) the BuyerXxxx of Sale and Assignment and Assumption Agreement, (iii) the Transition Services Agreement, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate records. (b) On the Closing Date, the Buyer shall (i) deliver by wire transfer to the Seller the Purchase Price in immediately available funds; and (ii) execute and deliver to the Seller the documents contemplated and instruments required to be delivered by the Buyer under this Agreementpursuant to Article VII, in each case in a form satisfactory to Seller. (cv) Stockholder specific assignment and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, assumption agreements duly executed by the Persons set forth on Schedule 4.1(d). (e) Buyer relating to any Contracts included as Purchased Assets that the Buyer or the Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver Parties have determined to Buyer an assignment of rights be reasonably necessary to assign such Contracts to the corporate name “Diabetic PlusBuyer and for the Buyer to assume the Assumed Liabilities thereunder (if any), Inc.” and (vi) such other documents and instruments as the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect Parties have determined to telephone numbers and directories until changedbe reasonably necessary to consummate the transactions contemplated hereby.

Closing Date Deliveries. (a) On At the Closing Date the Closing, Seller shall deliver, or execute and cause Tribune to deliver, as applicable, to the Buyer (i) duly executed counterparts of a xxxx of salesale and assignment and assumption agreement, in a form satisfactory to the Buyer, to convey to and vest substantially in the Buyer good form of Exhibit A (the “Xxxx of Sale and marketable title to Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased AssetsAssets (other than the Owned Real Property and the Station Licenses) and the assumption of all of the Assumed Liabilities, (ii) an assignment of the Station Licenses from Seller or Tribune, as applicable, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer the Station Licenses and all consentsother assignable Governmental Authorizations issued by the FCC primarily related to the Stations, waivers (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or approvals limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer the Owned Real Property, (v) all of the documents and instruments required to be obtained delivered by the Seller with respect pursuant to the Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or Tribune, as applicable, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer and for Buyer to assume the consummation Assumed Liabilities thereunder, (vii) a duly executed certificate of non- foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445- 2(b)(2), (viii) a duly executed counterpart of the Option Agreement, substantially in the form of Exhibit D (the “Option Agreement”), and (ix) such other documents and instruments as are reasonably necessary to consummate the transactions contemplated by this hereby. (b) At the Closing, Buyer shall deliver to Seller (i) the Purchase Price in accordance with Section 2.5, (ii) duly executed counterparts to (A) the Xxxx of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments contemplated required to be delivered by the Seller to the Buyer on the Closing Date pursuant to this Article 4, in each case satisfactory to the BuyerVII, (iv) all of such other bills of sale, assignments specific assignment and other instruments of assignment, transfer assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that Buyer or conveyance as the Buyer may Seller have determined to be reasonably request or as may be otherwise necessary to evidence and effect assign such agreements to Buyer or for Buyer to assume the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased AssetsAssumed Liabilities thereunder, (v) assignments in form and substance satisfactory to Buyer a duly executed counterpart of all real property leased by Sellerthe Option Agreement, and (vi) such other documents and instruments as are reasonably necessary to consummate the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate recordstransactions contemplated hereby. (b) On the Closing Date, the Buyer shall (i) deliver by wire transfer to the Seller the Purchase Price in immediately available funds; and (ii) execute and deliver to the Seller the documents contemplated to be delivered by the Buyer under this Agreement, in each case in a form satisfactory to Seller. (c) Stockholder and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed by the Persons set forth on Schedule 4.1(d). (e) Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver to Buyer an assignment of rights to the corporate name “Diabetic Plus, Inc.” and the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect to telephone numbers and directories until changed.

Closing Date Deliveries. At the Closing on the Closing Date: (a) On the Closing Date the Seller The Company shall deliver, or execute and deliver, deliver to the Buyer Buyer: (i) a xxxx of sale, in a form satisfactory to an Assignment and Assumption Agreement (the Buyer, to convey to "Assignment and vest Assumption Agreement") in the Buyer good and marketable title to the Purchased Assets, (ii) all consents, waivers or approvals required to be obtained by the Seller form attached hereto as Exhibit B with respect to the Leases, conveying to Buyer the leasehold estate of the Company thereunder subject only to the Permitted Liens; (ii) a Xxxx of Sale in the form of Exhibit C hereto, which shall convey and transfer the Purchased Assets which are personal property to Buyer, free and clear of all Liens other than Permitted Liens; (iii) all such other bills of sale, lease as- signments, intellectual property assignments, contract assignments and other documents and instruments of sale, assignment, conveyance and transfer, as Buyer or its counsel may deem reasonably necessary or desirable in order to effect the transfer of the Purchased Assets to Buyer, including an assignment of all warranties and guaranties, if any, of manufacturers, suppliers and con- tractors in effect at the date of the Closing which re- late to the Real Property or the personal property which is among the Purchased Assets located thereon or used in connection therewith or with the business of the Cen- ters, together with originals of such documents to the extent in the possession of the Company or any of its Affiliates or Affiliates of the Stockholders (such as- signment may be general in nature and need not list or itemize specific warranties or guaranties, but in such event the Company shall cooperate with Buyer (at Buyer's expense with respect to out-of-pocket expenses) subse- quent to the Closing in connection with the identifica- tion of any such warranties or guaranties which may be- come applicable or enforceable, such agreement to sur- vive the Closing); (iv) a special warranty or bargain and sale without covenant deed or deeds (as applicable in accor- dance with conveyancing requirements in effect in the state in which an Owned Property is located) for the Owned Property to be conveyed to Buyer; (v) all third party consents and estoppel certificates obtained by the Company in accordance with this Agreement; (vi) certified copies of minutes or unanimous written consents of the Board of Directors and stock- holders of the Company approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by under this Agreement; (vii) originals, if available, or copies in the possession of the Company or any Affiliates of the Com- pany or of the Stockholders, of all certificates of oc- cupancy, licenses, permits, certifications and approvals required by law and issued by Governmental Authorities having jurisdiction over the Real Property; (iiiviii) assignments of (a) all of the Company's right, title and interest in all property damage claims relating to the Purchased Assets against insurance com- panies except for claims for damage that the Company has theretofore repaired; and (b) all of the Company's right, title and interest in all claims for awards by reasons of the taking of any portion of the Real Prop- erty in condemnation or eminent domain; and a good cer- tified or official bank check in the amount of such in- surance proceeds (and the amount of any deductibles) and condemnation awards received by the Company in payment in whole or in part of any of the aforementioned claims after August 31, 1995 and not applied to the restoration of the Purchased Assets; (ix) as soon following the Closing as practi- cable but in any event within 10 days following the Closing Date, all records and files relating to the op- eration and maintenance of the Real Property (such rec- ords and files to include executed original counterparts of the applicable Lease, the Company's original counter- parts of all operating agreements, easement agreements, easements, subleases, license agreements, service con- tracts and other agreements relating to the use, occu- pancy, operation or maintenance of or otherwise affect- ing the Real Property, current tax bills, fuel bills, and current water, sewer, other utility bills, copies of all protests, pleadings and other relevant records re- lating to protests or proceedings with respect to Taxes, repair and maintenance records and the like which affect or relate to the Real Property); (x) as soon following the Closing as practi- cable but in any event within 10 days following the Closing Date, a complete set of all plans, drawings, surveys, blueprints and specifications in the possession of the Company or any Affiliate of the Company or of any Stockholder relating to the buildings and improvements constituting part of the Real Property; (xi) certification that the Company is a "United States Person" as required under Section 1445 of the Code and a statement of the Company's taxpayer iden- tification number for federal income tax purposes; and (xii) such other documents and instruments contemplated to be delivered by the Seller Company hereunder, including without limitation, the documents to the Buyer on the Closing Date be delivered pursuant to this Article 4VIII here- of, in each case satisfactory to the Buyer, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer or its counsel may reasonably request or as may be otherwise necessary to evidence and effect carry out the sale, assignment, transfer, conveyance and delivery purposes of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate recordsthis Agreement. (b) On the Closing Date, the Buyer shall deliver to the Company: (i) deliver by wire transfer to the Seller the Purchase Price in immediately available funds; and (ii) execute and deliver to the Seller the documents contemplated payment to be delivered by Buyer pur- suant to Section 2.3 of this Agreement; (ii) certified copies of minutes or unanimous written consents of the Board of Directors of Buyer ap- proving the execution, delivery and performance of this Agreement and the consummation of the transactions con- templated under this Agreement; (iii) an executed Assumption Agreement, pursu- ant to which Buyer shall assume the Assumed Liabilities, in each case in a substantially the form satisfactory attached hereto as Exhibit D ("Assumption Agreement"); and (iv) such other documents to Sellerbe delivered by Buyer hereunder, including, without limitation, the doc- uments to be delivered pursuant to Article IX hereof, or as the Company or its counsel may reasonably request to carry out the purposes of this Agreement. (c) Stockholder and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed by the Persons set forth on Schedule 4.1(d). (e) Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver to Buyer an assignment of rights the Escrow Agent the payment to be delivered to the corporate name “Diabetic Plus, Inc.” and the Intellectual Property duly and validly signed Escrow Agent by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect pursuant to telephone numbers and directories until changedSection 2.3 of this Agreement.

Closing Date Deliveries. (a) On the Closing Date the Seller shall deliver, or execute and deliver, to the Buyer (i) a xxxx of sale, in a form satisfactory to the Buyer, to convey to and vest in the Buyer good and marketable title to the Purchased Assets, (ii) all consents, waivers or approvals required to be obtained by the Seller with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement, (iii) all of the documents and instruments contemplated to be delivered by the Seller to the Buyer on the Closing Date pursuant to this Article 4, in each case satisfactory to the Buyer, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to the Merger Closing Date, copies of Parent shall cause each Seller to join in, and become a party to this Agreement by causing each Seller to execute and deliver to Buyer a Joinder Agreement, substantially in the Seller’s corporate recordsform attached hereto as Exhibit C (the “Joinder Agreement”). (b) On the Closing Date, the Parent shall deliver or cause to be delivered to each of Buyer shall and its Qualified Assignee, as applicable, (i) deliver by wire transfer a xxxx of sale and assignment from each appropriate Seller and Option Party, in substantially the form of Exhibit B, conveying all of the Purchased Assets (other than the Owned Real Property described in Schedule 3.10(a) applicable to the Stations and the Seller the Purchase Price in immediately available funds; and FCC Authorizations), (ii) execute and deliver an Assignment of Seller FCC Authorizations from Option Party, in substantially the form of Exhibit D, assigning to Buyer or its Qualified Assignee, as applicable, the Seller FCC Authorizations, (iii) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer the Owned Real Property described in Schedule 3.10(a) applicable to the Seller Stations, (iv) any documents or other deliveries that may be reasonably requested by Buyer in order to clear or otherwise remedy any defect, Encumbrance (other than Permitted Encumbrances) or other limitation with respect to Seller’s title to such Owned Real Property, including any commercially reasonable title affidavit and/or gap indemnity that may be required by Buyer’s title insurance company to insure title to Owned Real Property at Closing, (v) all of the documents contemplated and instruments required to be delivered by Seller or Option Party pursuant to Article VIII, (vi) assignment agreements duly executed by the appropriate Seller and Option Party relating to any agreement listed as an “Assumed Contract” on Schedule 3.17, (vii) copies of the certificates of incorporation or certificates of formation of each Seller or Option Party, certified as of a recent date by the Secretary of State of the State of Delaware, (viii) certificates of good standing of each Seller and Option Party, each issued as of a recent date by the Secretary of State of the State of Delaware, and (ix) such other documents and instruments as Buyer under this Agreement, in each case in a form satisfactory has determined to Sellerbe reasonably necessary to consummate the Transactions. (c) Stockholder and Xxxxx Xxxxxx On the Closing Date, Buyer shall each deliver or shall cause its Qualified Assignee to deliver to Parent (i) the Closing Date Payment, (ii) all of the documents and instruments required to be delivered by Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”pursuant to Article VII, respectively. (diii) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, assumption agreements duly executed by the Persons set forth Buyer relating to any agreement of Seller listed as an “Assumed Contract” on Schedule 4.1(d). 3.17, (eiv) Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form certificate of Exhibit “F”. (f) Seller shall deliver good standing of Buyer, issued as of a fully executed Lease Agreement in the form of Exhibit “G”, executed recent date by the appropriate Personssecretary of state of the state of its incorporation, (vi) the undertaking and assumption described in Section 2.3, (vii) a certification of non-foreign status, in form and substance reasonably satisfactory to Parent, in accordance with Treas. Reg. § 1.1445-2(b) and (viii) such other documents and instruments as Parent has determined to be reasonably necessary to consummate the Transactions. (g) Seller shall deliver to Buyer an assignment of rights to the corporate name “Diabetic Plus, Inc.” and the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect to telephone numbers and directories until changed.

Closing Date Deliveries. (a) On the Closing Date the Seller Date, Seller, CNS and DCS shall deliver, deliver or execute and deliver, cause to the Buyer be delivered to Buyer: (i) a xxxx of salesale and assignment of Seller, CNS and DCS, substantially and in a form satisfactory to the Buyer, to convey to and vest all material respects in the Buyer good and marketable title to form of Exhibit B, conveying all of the Purchased Assets, ; (ii) all consents, waivers one or approvals required to be obtained by the Seller with more deeds in respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement, (iii) all of the documents Owned Real Property and instruments contemplated to be delivered by the Seller to the Buyer on the Closing Date pursuant to this Article 4, in each case satisfactory to the Buyer, (iv) all of such other bills of sale, assignments and other instruments agreements of assignment, transfer or conveyance in reasonable and customary form, pursuant to which Seller assigns and Buyer assumes, as the Buyer may reasonably request or as may be otherwise necessary to evidence of and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to after the Closing Date, copies all of Seller’s right, title, interest and post-closing liabilities pursuant to the Leases (the “Lease Assignments”), duly executed by Seller; (iii) for each Lease (A) an estoppel certificate from the landlord thereunder, in a commercially reasonable form, certifying that such Lease is in full force and effect and the date through which rent has been paid and (B) landlord consent to the assignment as required by the Leases; (iv) instruments of assignment substantially in the form of Exhibit C attached hereto for Intellectual Property transferred, including all pending applications (collectively, the “Intellectual Property Assignments”); (v) license agreement substantially in the form of Exhibit D attached hereto to fulfill Seller’s obligations under the advertising contracts referenced in Section 2.2(c) (the “License Agreement”); (vi) a copy of the certificate of incorporation of each of Seller, CNS, and DCS, certified as of a recent date by the secretary of state of its state of incorporation; (vii) a certificate of good standing of each of Seller, CNS, and DCS, issued as of a recent date by the secretary of state of its state of incorporation; (viii) a certificate of the secretary or assistant secretary of each of Seller, CNS, and DCS as to its bylaws, the resolutions of its board of directors authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of its officers executing this Agreement and any Seller Ancillary Agreement; (ix) a 2006 ALTA extended coverage owner’s corporate recordstitle insurance policy (“Title Policy”), or equivalent form acceptable to Buyer, issued by the Title Company, with the arbitration provision eliminated by endorsement, with coverage in the amount of the Owned Real Property Purchase Price, indicating title to the Owned Real Property (including any easements or other rights for the benefit of the land) and any improvements thereon to be vested of record in Buyer, subject solely to the Permitted Encumbrances. (b) On the Closing Date, the Buyer shall deliver or cause to be delivered to Seller, CNS, and DCS: (i) deliver the Purchase Price by wire transfer of immediately available funds to the Seller the Purchase Price accounts of Seller, CNS, and DCS specified on Exhibit E, or such other account specified by Seller, CNS, and DCS in immediately available funds; and writing; (ii) execute and deliver to the Seller the documents contemplated to be delivered by the Buyer under this Agreement, in each case in a form satisfactory to Seller. (c) Stockholder and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed by the Persons set forth on Schedule 4.1(d). (e) Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver to Buyer an assignment of rights to the corporate name “Diabetic Plus, Inc.” and the Intellectual Property Assignments, duly executed by Buyer; (iii) the Lease Assignments, duly executed by Buyer; (iv) the License Agreement, duly executed by Buyer; (v) copies of the certificate of incorporation of Buyer, certified as of a recent date by the secretary of state of its state of incorporation; (vi) a certificate of good standing of Buyer, issued as of a recent date by the secretary of state of the state of its incorporation; (vii) a certificate of the secretary or assistant secretary of Buyer as to its bylaws, the resolutions of its board of directors and validly signed by appropriate parties which own such items. In addition, Seller authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of its officers executing this Agreement and any Buyer will cooperate with respect to telephone numbers and directories until changedAncillary Agreement; and (viii) the Instrument of Assumption.

Closing Date Deliveries. (1) Purchaser shall pay to Seller the Deposit on the Business Day (the “Closing Date”) on which: (a) On Purchaser has received the Closing Date the Seller shall deliverdocuments, or execute agreements and deliver, to the Buyer (i) a xxxx evidence set out in Part 1 of sale, in a form satisfactory to the Buyer, to convey to and vest in the Buyer good and marketable title to the Purchased Assets, (ii) all consents, waivers or approvals required to be obtained by the Seller with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement, (iii) all of the documents and instruments contemplated to be delivered by the Seller to the Buyer on the Closing Date pursuant to this Article 4, in each case satisfactory to the Buyer, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments Schedule K in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate records.it; and (b) On the Closing Dateother conditions set out in Schedule K are satisfied, fulfilled or waived (by the Buyer shall (i) deliver by wire transfer Party entitled to the Seller benefit of the Purchase Price relevant condition); which date shall not be later than June 1, 2023 (or such later date as Purchaser may agree in immediately available funds; its sole and (ii) execute and deliver to the Seller the documents contemplated to be delivered by the Buyer under this Agreement, in each case in a form satisfactory to Seller. (c) Stockholder and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed by the Persons set forth on Schedule 4.1(dunfettered discretion). (e2) Each of the conditions set forth in: (a) Part 1 of Schedule K is for the exclusive benefit of Purchaser and may only be waived by it in its sole discretion; and (b) Part 2 of Schedule K is for the exclusive benefit of Seller and Stockholder shall deliver a fully executed Non-Compete Agreement may only be waived by it in the form of Exhibit “F”its sole discretion. (f3) Each Seller PSA Entity agrees that, as part of Purchaser reviewing the matters referred to in Part 1 of Schedule K, Purchaser may identify matters that in its opinion require amendments to a Silver Stream Document which must be entered into before the Closing Date. If it does so identify any such matter, then Purchaser will notify the Seller PSA Entities of the amendments and propose a draft amending agreement (or draft amendment and restatement of this Agreement). The Seller PSA Entities must then promptly enter into the amendment agreement (or amendment and restatement) and provide all other documents and evidence in connection with the entry into of it reasonably requested by Purchaser. If Purchaser has notified the Seller PSA Entities that an amendment agreement (or an amendment or restatement) is required, the Seller PSA Entities agree that Purchaser shall deliver a fully executed Lease Agreement have no obligation to advance the Deposit until Purchaser notifies the Seller PSA Entities that the amendment agreement (or amendment and restatement) has been entered into and all other documents and evidence in connection with the form entry into of Exhibit “G”, executed it reasonably requested by the appropriate Persons. (g) Seller shall deliver to Buyer an assignment of rights Purchaser have been provided to the corporate name “Diabetic Plus, Inc.” and satisfaction of Purchaser. Xxxxxxxxx agrees to notify the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect to telephone numbers and directories until changedPSA Entities promptly upon being so satisfied.

Closing Date Deliveries. (a) On At the Closing Date Closing, the Seller Parties shall deliver, deliver or execute and deliver, cause to be delivered to the Buyer (i) a xxxx bxxx of salesale and assignment and assumption agreement from the Seller Parties in substantially the form of Exhibit B (the “Bxxx of Sale and Assignment and Assumption Agreement”), in a form satisfactory providing for the conveyance all of the Purchased Assets (other than the Owned Real Property, the Seller FCC Authorizations, and all other assignable Governmental Permits exclusively related to the Buyer, to convey to Station) and vest in the Buyer good and marketable title to assumption of all of the Purchased AssetsAssumed Liabilities, (ii) all consents, waivers or approvals required to be obtained by an assignment of the Seller with respect FCC Authorizations from the appropriate Seller Party, in substantially the form of Exhibit C (the “Assignment of the Seller FCC Authorizations”), assigning to the Purchased Assets or Buyer the consummation of Seller FCC Authorizations and all other assignable Governmental Permits exclusively related to the transactions contemplated by this AgreementStation, (iii) a transition services agreement from the appropriate Seller Party in substantially the form of Exhibit D (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to the Buyer the Owned Real Property, in form and substance reasonably satisfactory to Buyer, (v) all of the documents and instruments contemplated required to be delivered by the Seller Parties pursuant to Article VIII, (vi) specific assignment and assumption agreements duly executed by the appropriate Seller Parties relating to any agreements included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements to the Buyer on and for the Buyer to assume the Assumed Liabilities thereunder, (vii) a FIRPTA Certificate from each Seller Party and (viii) such other documents and instruments as the Buyer has determined to be reasonably necessary to consummate the transactions contemplated hereby. (b) At the Closing, the Buyer shall deliver to the Seller Parties (i) the Closing Date Payment by wire transfer of immediately available federal funds pursuant to this Article 4wire instructions that Seller Parties shall provide, in each case satisfactory to (ii) the BuyerBxxx of Sale and Assignment and Assumption Agreement, (iii) the Transition Services Agreement, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate records. (b) On the Closing Date, the Buyer shall (i) deliver by wire transfer to the Seller the Purchase Price in immediately available funds; and (ii) execute and deliver to the Seller the documents contemplated and instruments required to be delivered by the Buyer under this Agreementpursuant to Article VII, in each case in a form satisfactory to Seller. (cv) Stockholder specific assignment and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, assumption agreements duly executed by the Persons set forth on Schedule 4.1(d). (e) Buyer relating to any agreements included as Purchased Assets that the Buyer or the Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver Parties have determined to Buyer an assignment of rights be reasonably necessary to assign such agreements to the corporate name “Diabetic PlusBuyer and for the Buyer to assume the Assumed Liabilities thereunder, Inc.” and (vi) such other documents and instruments as the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect Parties have determined to telephone numbers and directories until changedbe reasonably necessary to consummate the transactions contemplated hereby.

Closing Date Deliveries. At the Closing: (a) On the Closing Date the Seller shall Deliveries by Sellers. Sellers’ Representative will deliver, or execute and delivercause to be delivered, to the Buyer Buyer: (i) a xxxx certificates representing all of salethe outstanding MSK Common Stock, in a form satisfactory duly endorsed (or accompanied by duly executed stock powers) for transfer to the Buyer, to convey to and vest in the Buyer good and marketable title to the Purchased Assets, ; (ii) termination agreements (each an “Option Termination Agreement”), each of which shall be effective at or prior to Closing, fully executed by MSK and each holder of outstanding Options, if any, and pursuant to which the Option held by each such holder is terminated and cancelled at or prior to Closing; (iii) the Non-Competition Agreement, substantially in the form attached hereto as Exhibit 3.3(a)(iii), each duly executed by each Principal Stockholder and MSK; (iv) all consents, waivers or approvals Consents and Governmental Approvals required to be obtained by in connection with the Seller with respect to execution and delivery of this Agreement and the Purchased Assets or Ancillary Documents and the consummation of the transactions contemplated by this hereby or thereby, dated as of the Closing Date and in full force and effect; (v) the Proprietary Information Agreement, substantially in the form attached hereto as Exhibit 3.3(a)(v), duly executed by each employee and director of MSK and MSK; (iiivi) all a certificate executed by MSK and the Principal Stockholders representing and warranting to Buyer that each of the documents representations and instruments contemplated to be delivered warranties made in this Agreement by such Person is accurate in all respects as of the Seller to date of this Agreement and is accurate in all respects as of the Buyer Closing Date as if made on the Closing Date pursuant to this Article 4Date; (vii) evidence, in each case satisfactory to the Buyer, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance reasonably satisfactory to Buyer Buyer, of the discharge, removal or termination of all real property leased by Seller, and Liens (viother than Permitted Liens) to the extent not previously provided to Buyer by Seller which any of MSK’s assets are subject, which releases shall be effective at or prior to the Closing DateClosing; (viii) evidence, copies in form and substance reasonably satisfactory to Buyer, that Sellers’ and MSK’s legal counsel and other agents and representatives have been paid in full (or will be paid in full at Closing) and that, as of the Seller’s corporate records.Closing, MSK has no liability or obligation to any of such legal counsel and other agents and representatives; (bix) On evidence, in form and substance reasonably satisfactory to Buyer, that all Indebtedness has been repaid in full and extinguished (or will be repaid in full and extinguished at Closing) and that, as of the Closing DateClosing, the Buyer shall MSK has no liability or obligation for any Indebtedness; (ix) deliver by wire transfer an opinion from MSK’s counsel relating to the Seller the Purchase Price in immediately available funds; and transactions contemplated by this Agreement reasonably acceptable to Buyer; (iixi) execute and deliver to the Seller the documents contemplated each other document or instrument reasonably required by Buyer to be delivered at Closing by MSK and/or the Sellers; (xii) Buyer shall have received a certificate from MSK dated as of the Closing Date and sworn under penalty of perjury stating that MSK is or has been at any time during the five (5)-year period ending on the date of certification a “United States real property holding company” within the meaning of Code Section 897(c)(2); and (xiii) the ALTA owner’s policy of title insurance required by Section 4.16(a) of this Agreement, along with any other evidence, in each case in a form and substance reasonably satisfactory to Buyer, that Seller’s representations contained within Section 4.16 of this Agreement are true and correct as of the date of Closing. (c) Stockholder and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed by the Persons set forth on Schedule 4.1(d). (e) Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver to Buyer an assignment of rights to the corporate name “Diabetic Plus, Inc.” and the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect to telephone numbers and directories until changed.

Closing Date Deliveries. (a) On the Closing Date the Seller shall deliver, or execute and deliver, to the Buyer (i) a xxxx of sale, in a form satisfactory to the Buyer, to convey to and vest in the Buyer good and marketable title to the Purchased Assets, (ii) all consents, waivers or approvals required to be obtained by the Seller with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement, (iii) all of the documents and instruments contemplated to be delivered by the Seller to the Buyer on the Closing Date pursuant to this Article 4, in each case satisfactory to the Buyer, (iv) all of such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to the Closing Date, copies the Company shall deliver or cause to be delivered to the Purchaser each of the Sellerfollowing: (i) this Agreement duly executed by the Company; (ii) a legal opinion of counsel to the Company, dated as of the Closing Date, in substantially the form attached hereto as Exhibit E; (iii) the Registration Rights Agreement duly executed by the Company; (iv) the Indemnification Agreement, dated as of the Closing Date, in substantially the form attached hereto as Exhibit F (the “Indemnification Agreement”), duly executed by the Company; (v) the Co-Sale Agreement, dated as of the Closing Date, in substantially the form attached hereto as Exhibit G (the “Co-Sale Agreement”), duly executed by the Company and Diepholz; (vi) evidence to the reasonable satisfaction of the Purchaser that the Certificate Amendment has been approved by the stockholders of the Company and has been adopted by the Company by means of evidence of filing with the Delaware Secretary of State; (vii) evidence to the reasonable satisfaction of the Purchaser that the Certificate of Designations has been adopted by the Company, by means of evidence of filing with the Delaware Secretary of State; (viii) evidence to the reasonable satisfaction of the Purchaser that the Certificate Amendment has been adopted by the Board of Directors; (ix) a certificate or certificates representing the Shares, registered in the name of the Purchaser; (x) the Warrant registered in the name of the Purchaser, duly executed by the Company; (xi) evidence that an annual report Form 10-K or a “jumbo” current report on Form 8-K has been filed by the Company with the SEC to make the Company current in its SEC filings; (xii) evidence that the Company has obtained directors and officers liability insurance (“D&O Insurance”), in coverage amounts and with policy terms that are reasonably satisfactory to the Purchaser in its sole discretion; (xiii) a certificate, signed by the Secretary of the Company and dated as of the Closing Date, certifying as to (1) the resolutions duly adopted by the Board of Directors approving the Transaction Documents (as defined below), the transactions contemplated thereby and appointing a designee of the Purchaser to the Board of Directors, (2) its charter, as in effect prior to the filing of the Certificate Amendment and of the Certificate of Designations, (3) its charter, as in effect as of the Closing Date, (4) its bylaws, as in effect at the Closing Date (the “Bylaws”), (5) resolutions of the Board of Directors of the Company approving the Certificate Amendment and recommending such Certificate Amendment be submitted to the stockholders of the Company for their approval, and (6) the authority and incumbency of the officers executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith; (xiv) evidence that the Company and stockholders holding at least 30.73% of the outstanding shares of the Company entitled to vote on the proposal to approve the Certificate Amendment have entered into the Voting Agreement, in substantially the form attached hereto as Exhibit H; and (xv) a certificate, signed by an executive officer on behalf of the Company and dated as of the Closing Date, confirming the accuracy of the Company’s corporate recordsrepresentations, warranties and performance of covenants as of the Closing Date and confirming the compliance by the Company with the conditions precedent set forth in Section 4.2 as of the Closing Date. (b) On or prior to the Closing Date, the Buyer Purchaser shall deliver or cause to be delivered to the Company the following: (i) deliver this Agreement duly executed by the Purchaser; (ii) the Registration Rights Agreement duly executed by the Purchaser; and (iii) the Purchase Price by wire transfer to an account designated by the Seller Company; provided, however, that the Purchaser may offset the Purchase Price in immediately available funds; by any principal and (ii) execute and deliver interest amount of the Promissory Note issued by the Company to the Seller Purchaser as of the documents contemplated to be delivered by the Buyer under this Agreement, in each case in a form satisfactory to Sellerdate hereof. (c) Stockholder and Xxxxx Xxxxxx shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed by the Persons set forth on Schedule 4.1(d). (e) Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver to Buyer an assignment of rights to the corporate name “Diabetic Plus, Inc.” and the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect to telephone numbers and directories until changed.