Common use of Closing Deliverables Clause in Contracts

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative TME shall deliver (or cause to Holdings be delivered) to Spotify AB all of the following: (i) all stock certificates held an excerpt from the register of members of TME, evidencing Spotify AB’s ownership of the Acquired TME Shares, certified by the Sellers representing the Shares, to the extent such Shares are certificated at the time registered office provider of ClosingTME; (ii) a certificatewritten opinion of the Cayman Islands counsel to TME, dated as of the Closing Date and signed by a duly authorized officer of addressed to Spotify AB in the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedform attached hereto as Exhibit E; (iii) a certificate certificate, dated as of the Secretary (or equivalent officer) Closing Date, duly executed by a duly authorized representative of TME and addressed to Spotify AB in the Target Company certifying that (a) form attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyhereto as Exhibit F; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this TME Investor Agreement, the Ancillary Documents duly executed by TME Hong Kong, TME, Tencent Hong Kong and the other documents to be delivered hereunder and thereunderTencent; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized;Spotify Investor Agreement, duly executed by TME and Tencent; and (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or and instruments as Holdings reasonably requests and are the Parties shall deem reasonably necessary to consummate the transactions contemplated by this Agreementhereby. (b) At the Closing, Holdings Spotify shall deliver to Seller Representative (or such other Person as may cause to be specified hereindelivered) to TME Hong Kong all of the following: (i) each an excerpt from the shareholders’ register of Spotify evidencing the registration of TME Hong Kong’s ownership of the Promissory Notes made payable Acquired Spotify Shares, certified by representatives of Xxxxxx & Xxxxxxxxx XX or of LWM S.A., in their respective capacities as counsel to Spotify or registered office provider of Spotify, in each Seller and case, in the principal amounts set forth in the Consideration SpreadsheetLuxembourg, duly executed by HoldingsGrand Duchy of Luxembourg; (ii) stock certificates representing a written opinion of Luxembourg counsel to Spotify, dated as of the portion of Holdings Equity allocated Closing Date and addressed to each Seller in accordance with such Seller’s Pro Rata Share, as shown TME Hong Kong in the Consideration Spreadsheetform attached hereto as Exhibit G; (iii) a certificate, dated as of the Closing Date, duly executed by a duly authorized representative of Spotify and addressed to TME Hong Kong in the form attached hereto as Exhibit H; (iv) the TME Investor Agreement, duly executed by Spotify, D.G.E. Investments LTD and Xxxxxxx Company Limited; (v) the Spotify Investor Agreement, duly executed by Spotify and Spotify AB; and (vi) such other documents and instruments as the Parties shall deem reasonably necessary to consummate the transactions contemplated hereby. (c) The Parties hereby agree that, at the Closing, the TME Shares Purchase Price shall be paid and delivered by Spotify AB to TME, and the Spotify Shares Purchase Price shall be paid and delivered by TME Hong Kong to Spotify, by causing the TME Parties to instruct and direct (and TME Parties hereby so instruct and direct) Spotify AB to pay and deliver an aggregate amount in cash equal to the TME Shares Purchase Price to Spotify by wire transfer of immediately available funds to an account designated by Spotify, which payment shall be deemed to have been made: (i) first, by Spotify AB to TME in full satisfaction of the TME Shares Purchase Price; (ii) secondly, by TME to TME Hong Kong as a capital contribution, a shareholder loan or a combination thereof; and (iii) thirdly, by TME Hong Kong to Spotify in full satisfaction of the Spotify Shares Purchase Price.

Closing Deliverables. The following deliveries shall be made at the applicable Closing: (a) At or prior to the Closing, the Seller Representative shall deliver or cause to Holdings be delivered to Buyer or the followingDeposit Escrow Agent, as applicable: (i) all stock certificates held by the Sellers representing the SharesEquity Interests to be transferred at such Closing, to the extent such Shares Equity Interests are certificated at certificated, and to the time of Closingextent such Equity Interests are not certificated, duly executed counterparts to assignment and assumption agreements effecting the assignment thereof; (ii) a certificatesubject to Section 2.5(d), dated the Closing Date and signed by a duly authorized officer Required Lender Consents in respect of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedLender Encumbered Properties to be transferred at such Closing; (iii) subject to Section 2.5(d), the Required Tenant Waivers in respect of the Tenant Encumbered Properties to be transferred at such Closing; (iv) subject to Section 2.5(d), evidence of the JV Redemptions in respect of the JV Encumbered Properties to be transferred at such Closing; (v) a duly executed copy of the Closing Statement applicable to such Closing, as agreed upon between the Parties, pursuant to Section 2.4; (vi) a duly executed counterpart to joint written instructions to the Deposit Escrow Agent, directing the Deposit Escrow Agent to disburse the applicable portion of the Deposit in accordance with Section 2.3(a); (vii) a certificate dated the applicable Closing Date, duly executed by an authorized officer of Seller, certifying that the conditions to such Closing specified in Sections 7.2(a) and 7.2(b) have been fulfilled; (viii) a certificate dated the applicable Closing Date, duly executed by an authorized officer of Seller, certifying (A) in the case of the Secretary (or equivalent officer) Initial Closing, the resolutions of the Target Company certifying that (a) attached thereto are true governing body of Seller approving and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby(B) in the case of each Closing, the Organizational Documents of each Company and each Purchased Subsidiary to be transferred at such Closing; (ix) a certificate dated the applicable Closing Date, duly executed by an authorized officer of Seller, certifying Seller’s non-foreign status in accordance with Treasury Regulations Section 1.1445-2(b); and (b) Buyer shall deliver or cause to be delivered to Seller or the Deposit Escrow Agent, as applicable: (i) the Closing Cash Payment applicable to such resolutions are Closing (less the applicable portion of the Deposit), in full force accordance with Section 2.3(b); (ii) duly executed counterparts to the assignment and effect and are all assumption agreements described in Section 2.6(a)(i); (iii) a duly executed copy of the resolutions adopted in connection with Closing Statement applicable to such Closing, as agreed upon between the transactions contemplated hereby and therebyParties, pursuant to Section 2.4; (iv) a certificate duly executed counterpart to joint written instructions to the Deposit Escrow Agent, directing the Deposit Escrow Agent to disburse the applicable portion of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;Deposit in accordance with Section 2.3(a); and (v) a good standing certificate (or its equivalent) from certificate, dated the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheetapplicable Closing Date, duly executed by Holdings; (iian authorized officer of Buyer, certifying that the conditions to such Closing specified in Sections 7.3(a) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;and 7.3(b) have been fulfilled.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Shareholder shall deliver deliver, or cause to Holdings be delivered, to Buyer, the following: (i) certificates representing all stock certificates held by of the Sellers representing the outstanding Shares, accompanied by duly executed instruments of transfer, in form and substance reasonably satisfactory to the extent such Shares are certificated at the time of ClosingBuyer, for transfer to Buyer; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer corporate record books of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate written resignations of all directors of the Secretary (or equivalent officer) Company including positions of such directors as officers of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyCompany; (iv) a certificate releases, executed by the Company in favor of the Secretary (resigning persons set out in Section 1.2(a)(iii), in form and substance satisfactory to such resigning persons and Buyer, pursuant to which the Company releases such resigning persons from all liabilities, obligations and claims relating to any event, occurrence or equivalent officer) of circumstance in connection with their service to the Target Company certifying occurring prior to the names and signatures of the officers of the Target Company authorized Closing, except with respect to sign this Agreementany fraud, the Ancillary Documents and the other documents to be delivered hereunder and thereunderbad faith or willful misconduct by any such resigning person; (v) a good standing certificate (releases, executed by the resigning persons set out in Section 1.2(a)(iii) in favor of the Company post-Closing, in form and substance satisfactory to such resigning persons and Buyer, pursuant to which each such resigning person, on behalf of itself and its heirs, personal representatives, successors and assigns, releases the Company from all liabilities, obligations and claims relating to any event, occurrence or circumstance occurring prior to the Closing, except with respect to any fraud, bad faith or willful misconduct by the Company or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedSubsidiaries; (vi) an escrow agreement in a form as may be mutually agreed by Shareholder and Buyer (the Consideration Spreadsheet contemplated in Section 2.6“Escrow Agreement”), executed by Shareholder; (vii) a certificate of the FIRPTA StatementChief Executive Officer of the Company, in a form as may be mutually agreed by Shareholder and Buyer, as to the authenticity and effectiveness of the actions of the sole Shareholder of the Company authorizing the transactions contemplated by each Transaction Document to which the Company or Shareholder is a party, to which certified copies of the Company’s Governing Documents, further certified by the Chief Operating Officer of the Company, are attached; (viii) a duly executed certificate from the Company, dated as of the Closing Date, to the effect that the Company is not, and has not been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of 897(c) of the Code, which certificate shall be in compliance with the requirements set forth in Treasury Regulation Section 1.1445-2(c)(3)(i), along with the notifications required under Treasury Regulation Section 1.897-2(h)(2); (ix) the certificate to be delivered pursuant to Section 5.2(c); and (viiix) all other documents, instruments or writings required to be delivered to Buyer at or prior to the Closing pursuant to this Agreement and such other documents or certificates of authority and similar instruments as Holdings Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementrequests. (b) At the Closing, Holdings Buyer shall deliver deliver, or cause to Seller Representative be delivered, to Shareholder (or such other Person or, as may be specified herein) applicable, to third parties), the following:; (i) each a certificate of the Promissory Notes made payable Secretary of Buyer, in a form as may be mutually agreed by Shareholder and Buyer, as to the authenticity and effectiveness of the actions of the board of directors of Buyer authorizing the transactions contemplated by each Seller Transaction Document to which Buyer is a party, to which certified copies of Buyer’s certificate of incorporation and in bylaws, further certified by the principal amounts set forth in the Consideration SpreadsheetSecretary of Buyer, duly executed by Holdingsare attached; (ii) stock releases, executed by the Buyer, in favor of the resigning persons set out in Section 1.2(a)(iii), in form and substance satisfactory to such officers and directors and Buyer, pursuant to which the Buyer releases such resigning persons from all liabilities, obligations and claims relating to any event, occurrence or circumstance occurring prior to the Closing, except with respect to any fraud, bad faith or willful misconduct by the Company or its Subsidiaries; (iii) the Escrow Agreement, executed by Buyer and the Escrow Agent; (iv) the payments set forth in Section 1.3(d); (v) the certificate to be delivered pursuant to Section 5.3(c); and (vi) all other documents, instruments or writings required to be delivered to Shareholder at or prior to the Closing pursuant to this Agreement and such other certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, authority and similar instruments as shown in the Consideration Spreadsheet;Shareholder reasonably requests.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Target Company shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have been satisfied; (iiiii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, (2) resolutions of the Target Company Members approving the Merger and adopting this Agreement, and (3) the Target Company’s articles of organization and operating agreement, and all amendments thereto (the “Target Organization Documents”), (b) with respect to the resolutions of the Target Company Board and Target Company Members, all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the Target Organization Documents, such documents are in full force and effect, and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iviii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viv) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (viv) the Consideration Spreadsheet contemplated in Section 2.62.16; (vi) the FIRPTA Statement; (vii) if applicable, the FIRPTA StatementPPP Escrow Agreement, duly executed by the Target Representative and the PPP Escrow Agent; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative Target Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller Target Company Member and in the principal amounts set forth in the Consideration Spreadsheet, Spreadsheet duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller Target Company Member in accordance with such SellerTarget Company Member’s Pro Rata Share, as shown in the Consideration Spreadsheet; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of Holdings, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (iv) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the board of directors and consents of the stockholders or members, as applicable, of Holdings, AIRO Group and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (2) the certificates of incorporation and bylaws or equivalent documents, and all amendments thereto, of Holdings, AIRO Group and Merger Sub, (b) with respect to the resolutions, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the certificates of incorporation and bylaws or equivalent documents, such documents are in full force and effect and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (v) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying the names and signatures of the officers of Holdings, AIRO Group and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vi) if applicable, the PPP Escrow Agreement, duly executed by Holdings; and (vii) such other documents or instruments as Target Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Target Company shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have been satisfied; (iiiii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebythereby and, (2) resolutions of the Target Company Members approving the Merger and adopting this Agreement, and (3) the Target Company’s articles of organization and operating agreement, and all amendments thereto (the “Target Organization Documents”), (b) with respect to the resolutions of the Target Company Board and Target Company Members, all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the Target Organization Documents, such documents are in full force and effect, and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iviii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viv) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (viv) the Consideration Spreadsheet contemplated in Section 2.62.16; (vi) the FIRPTA Statement; (vii) if applicable, the FIRPTA StatementPPP Escrow Agreement, duly executed by the Target Representative and the PPP Escrow Agent; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative Target Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller Target Company Member and in the principal amounts set forth in the Consideration Spreadsheet, Spreadsheet duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller Target Company Member in accordance with such SellerTarget Company Member’s Pro Rata Share, as shown in the Consideration Spreadsheet; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of Holdings, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (iv) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the board of directors and consents of the stockholders or members, as applicable, of Holdings, AIRO Group and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (2) the certificates of incorporation and bylaws or equivalent documents, and all amendments thereto, of Holdings, AIRO Group and Merger Sub, (b) with respect to the resolutions, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the certificate of incorporation and bylaws or equivalent documents, such documents are in full force and effect and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (v) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying the names and signatures of the officers of Holdings, AIRO Group and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vi) if applicable, the PPP Escrow Agreement, duly executed by Holdings; and (vii) such other documents or instruments as Target Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Target Company shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have been satisfied; (iiiii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of (1) all resolutions or written consents adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, (2) resolutions or written consents of the Target Company Members approving the Merger and adopting this Agreement, and (3) the Target Company’s certificate of formation and operating agreement, and all amendments thereto (the “Target Organization Documents”), (b) with respect to the resolutions or written consents of the Target Company Board and Target Company Members, all such resolutions or written consents are in full force and effect and are all the resolutions or written consents adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the Target Organization Documents, such documents are in full force and effect, and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iviii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viv) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (viv) the Consideration Spreadsheet contemplated in Section 2.62.16; (vi) the FIRPTA Statement; (vii) if applicable, the FIRPTA StatementPPP Escrow Agreement, duly executed by the Member Representative and the PPP Escrow Agent; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative Target Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller Target Company Member in accordance with such SellerTarget Company Member’s Pro Rata Share, as shown in the Consideration Spreadsheet; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of Holdings, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of AIRO Group, Holdings and Merger Sub certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the board of directors and consents of the stockholders or members, as applicable, of AIRO Group, Holdings and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (2) the certificates of incorporation and bylaws or equivalent documents, and all amendments thereto, of Holdings, AIRO Group and Merger Sub, (b) with respect to the resolutions, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the certificate of incorporation and bylaws or equivalent documents, such documents are in full force and effect and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iv) a certificate of the Secretary (or equivalent officer) of AIRO Group, Holdings and Merger Sub certifying the names and signatures of the officers of AIRO Group, Holdings and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) if applicable, the PPP Escrow Agreement, duly executed by Holdings; and (vi) such other documents or instruments as Target Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Target Company shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have been satisfied; (iiiii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, (2) resolutions of the Target Company Stockholders approving the Merger and adopting this Agreement, and (3) the certificate of incorporation and bylaws, and all amendments thereto including, without limitation, all documents filed with the Secretary of State of Delaware to effect the Unassumed Indebtedness Conversion (the “Target Organization Documents”), (b) with respect to the resolutions of the Target Company Board and Target Company Stockholder, all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the Target Organizational Documents, such documents are in full force and effect and that no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iviii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viv) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (viv) the Consideration Spreadsheet contemplated in Section 2.62.16; (vi) the FIRPTA Statement; (vii) if applicable, the FIRPTA StatementPPP Escrow Agreement, duly executed by the Target Representative and the PPP Escrow Agent; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative Target Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller Target Company Stockholder in accordance with such SellerTarget Company Stockholder’s Pro Rata Share, as shown in the Consideration Spreadsheet; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of Holdings, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the board of directors and consents of the stockholders of Holdings, AIRO Group and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby (2) the certificate of incorporation and bylaws, and all amendments thereto of Holdings, AIRO Group and Merger Sub, (b) with respect to the resolutions, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the certificate of incorporation and bylaws, such documents are in full force and effect and that no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iv) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying the names and signatures of the officers of Holdings, AIRO Group and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) if applicable, the PPP Escrow Agreement, duly executed by Holdings; and (vi) such other documents or instruments as Target Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At On or prior to the ClosingClosing Date, the Seller Representative Company shall deliver or cause to Holdings be delivered to the Purchaser each of following: (a) a copy of this Agreement that has been duly executed by the Company; (b) a copy of irrevocable instructions to American Stock Transfer & Trust Company, LLC instructing American Stock Transfer & Trust Company, LLC to deliver a stock certificate evidencing the Common Shares; (c) a copy of the Registration Rights Agreement that has been duly executed by the Company; (d) copies of the Indemnification Agreements for each of the New Directors that have been duly executed by the Company; (e) copies of the Employee Agreement Amendments that have been duly executed by the Company and Xxxxxxx X. Xxxxxxx, Xx., Xxxx Xxxx and Xxxxxxxx Xxxxx, as applicable; (f) a copy of the Waiver duly adopted by the Company’s Board of Directors; (g) evidence that all members of the Company’s Board of Directors other than Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx, Xx. have voluntarily resigned, and such Board of Directors is comprised of the persons set forth in the first sentence of Section 3.02(a) herein; and (h) such other documents contemplated by this Agreement or reasonably requested by the Purchaser, including, without limitation, evidence of certain matters in connection with the confirmation of the Chapter 11 Case (as defined herein). On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company each of the following: (ia) all stock certificates held the Purchase Price by wire transfer of immediately available funds to an account specified by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingCompany; (iib) a certificate, dated copy of this Agreement that has been duly executed by the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedPurchaser; (iiic) a certificate copy of the Secretary (or equivalent officer) of the Target Company certifying Registration Rights Agreement that (a) attached thereto are true and complete copies of all resolutions adopted has been duly executed by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementPurchaser; and (viiid) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate copies of the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) Indemnification Agreements for each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, New Directors that have been duly executed by Holdings; (ii) stock certificates representing each of the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;New Directors.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Buyer shall deliver deliver, or cause to Holdings be delivered, the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at Escrow Agent, amounts equal to the time of ClosingAdjustment Escrow Amount and the Indemnity Escrow Amount, in accordance with the terms and conditions hereof and in the Escrow Agreement; (ii) a certificateto each Seller, dated an amount equal to such Seller’s Closing Payment, in accordance with the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions wire instructions for such Seller as set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedon the Allocation Schedule; (iii) to the Seller Representative, (A) a certificate counterpart of the Secretary Escrow Agreement, duly executed by Buyer; (or equivalent officerB) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted certificate referred to in Section 8.2(a), duly executed by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyBuyer; (iv) to each counterparty or holder of Indebtedness identified on the Preliminary Closing Statement as “Payoff Indebtedness”: (A) in the case of Vulcan, the number of Series E Preferred Units (rounded down to the nearest whole share) equal to the Vulcan Contingent Interest Contribution Amount divided by the Series E Preferred Unit Value Per Share, and in the case of Xxxxxxx Xxxxxxxxx, the number of Series E Preferred Units (rounded down to the nearest whole share) equal to the Xxxxxxxxx Note Contribution Amount divided by the Series E Preferred Unit Value Per Share, in exchange for the contribution of a certificate portion of the Secretary Vulcan Contingent Interest and Xxxxxxxxx Promissory Note, respectively, to the Buyer; and (B) the amount(s) payable to such counterparty or equivalent officer) of holder, as specified in the Target Company certifying Debt Payoff Letters and identified next to such holder’s name on the names Estimated Closing Statement and signatures of the officers of the Target Company authorized to sign in accordance with this Agreement; provided, that in the Ancillary Documents case of Vulcan and Xxxxxxx Xxxxxxxxx, such amount shall be reduced by the Vulcan Contingent Interest Contribution Amount and the other documents to be delivered hereunder and thereunderXxxxxxxxx Note Contribution Amount, respectively; (v) to each Person who is owed a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority portion of the jurisdiction under Estimated Transaction Expenses: (A) with respect to each Estimated Transaction Expense other than the Laws ICU Equivalent Cash Bonus Payments, the amount sufficient to pay such Estimated Transaction Expense, as specified in which the Target Company is organizedTransaction Expenses Payoff Instructions and in accordance with this Agreement; and (B) with respect to each ICU Equivalent Cash Bonus Payment, the amount sufficient to pay such ICU Equivalent Cash Bonus Payment, as specified in Schedule 1.1(b) and in accordance with this Agreement, shall be deposited with the applicable Enhanced Entity to be paid on the Closing Date in accordance with the applicable Enhanced Entity’s payroll practices; (vi) to each Rollover Seller, (A) the Consideration Spreadsheet contemplated number of Series E Preferred Units (rounded down to the nearest whole share) equal to that portion of the Rollover Units Value specified next to such Rollover Seller’s name on Schedule 2.3(a)(vi) divided by the Series E Preferred Unit Value Per Share; and (B) counterparts of the Buyer LLC Agreement and the Equityholders Agreement, duly executed by Holdings, Buyer and the other “Preferred Unitholders” party thereto, and in Section 2.6the case of the Buyer LLC Agreement, Keystone Capital XXX LLC (“Keystone”); (vii) to the FIRPTA StatementSeller Representative, an amount equal to the Seller Representative Expense Amount, in accordance with wire instructions provided by the Seller Representative; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate Xxxxxxx Xxxxxxxxx, a counterpart of the transactions contemplated Xxxxxxxxx Employment Agreement, duly executed by this AgreementECG NewCo. (b) At the Closing, Holdings the Sellers shall deliver deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered to the Buyer, the following: (i) executed transfer instruments in customary form related to the Purchased Interests owned or held by each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsSeller; (ii) stock certificates representing letters of resignation from the portion directors or managers, as applicable, of Holdings Equity allocated to the Blockers, ECP and ECG; (iii) a certificate of each Seller of the Blockers certifying that each Blocker is not, and has not been, a United States real property holding corporation, within the meaning of Section 897 of the Code, during the applicable period specified in Section 897(c)(1)(a)(ii) of the Code, which certificate complies with the requirements of Section 1445 of the Code (including an appropriate IRS notification letter); (iv) a certification of non-foreign status in accordance with U.S. Treasury Regulation Section 1.1445-2(b)(2) and Section 1446(f) of the Code from each of the Sellers other than the Trident Sellers, or to the extent that such Seller is disregarded as an entity from its parent, from such Seller’s Pro Rata Shareregarded owner; and (v) the certificates referred to in Section 8.3(a), duly executed by the Companies and the Sellers. (c) At the Closing, the Seller Representative shall deliver, or cause to be delivered to the Buyer, the following: (i) counterparts of the Escrow Agreement, duly executed by the Seller Representative; (ii) the Debt Payoff Letters, duly executed by each holder of Payoff Indebtedness; and (iii) certificates of good standing or the equivalent of recent date for each of the Blockers, ECG, and ECP from their respective jurisdictions of organization. (d) At the Closing, Xxxxxxx Xxxxxxxxx, an individual, shall deliver, or cause to be delivered to the Buyer, the following: (i) counterparts of the Xxxxxxxxx Employment Agreement, duly executed by Xxxxxxx Xxxxxxxxx; and (ii) appropriate documents reasonably acceptable to the Buyer evidencing the contribution of a portion of the Xxxxxxxxx Promissory Note equal to the Xxxxxxxxx Note Contribution Amount to the Buyer in exchange for the Series E Preferred Units set forth in Section 2.3(a)(iv)(A), duly executed by the applicable parties to such documents. (e) At the Closing, Vulcan shall deliver, or cause to be delivered to the Buyer, appropriate documents reasonably acceptable to the Buyer evidencing the contribution of the entire Vulcan Contingent Interest equal to the Vulcan Contingent Interest Contribution Amount to the Buyer in exchange for the Series E Preferred Units set forth in Section 2.3(a)(iv)(A), duly executed by the applicable parties to such documents. (f) At the Closing, each Rollover Seller shall deliver, or cause to be delivered to the Buyer, counterparts of the Buyer LLC Agreement and the Equityholders Agreement, duly executed by each Rollover Seller. (g) All payments hereunder shall be made by wire transfer of immediately available funds in United States dollars to such account as shown in may be designated to the Consideration Spreadsheet;payor by the payee at least two Business Days prior to the applicable payment date.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver or cause to Holdings be delivered the followingfollowing items to each Investor, against payment by such Investor of its Consideration as set forth in Schedule B: (i) all stock certificates held by the Sellers a duly issued share certificate representing the Shares, Purchase Shares purchased by such Investor pursuant to the extent such Shares are certificated at the time of ClosingSection 2.2(a); (ii) a certificate, compliance certificate dated as of the Closing Date and signed by a duly authorized officer representative of each member of the Target Company, Company Group and by the Founder certifying that each of all the conditions set forth specified in Section 8.2(a) and Section 8.2(b) 5 have been satisfiedfulfilled and stating that there shall have been no Material Adverse Effect since the Statement Date; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance counterparts of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyto which any Warrantor is a party, and (b) duly executed by such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyWarrantor; (iv) a certificate copies of the Secretary (or equivalent officer) directors’ resolutions and/or shareholders’ resolutions of the Target Company certifying the names and signatures other members of the officers Company Group, where appropriate, approving, among other things, (A) the issuance and sale of the Target Purchase Shares to such Investor, (B) the issue of new share certificates in respect of the Purchase Shares to such Investor, and (C) the execution of this Agreement to which such member of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderGroup is a party; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority Amended Articles in the form attached hereto as Exhibit 1 which shall have been duly adopted by all necessary actions of the jurisdiction Board of Directors and/or the Shareholders of the Company and shall have become and remain effective under the Laws in which of the Target Company is organizedCayman Islands; (vi) copies of the Consideration Spreadsheet contemplated in Section 2.6; (vii) register of members of the FIRPTA StatementCompany as of the Closing Date certified by a director of the Company as true copies updated to show such Investor as the holder of the number of Purchase Shares to be purchased at Closing ; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate a copy of the transactions contemplated by this AgreementWarrantors’ Disclosure Schedule (the “Disclosure Schedule”). (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the followingeach Investor shall: (i) each of pay to an account, specified by the Promissory Notes made payable Company to each Seller and such Investor at least five (5) Business Days prior to the Closing Date, by wire transfer in immediately available US$ funds the Consideration set forth opposite its name in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;third column of Schedule B hereto; and (ii) stock certificates representing the portion deliver or cause to be delivered executed counterparts of Holdings Equity allocated this Agreement to each Seller in accordance with which such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Investor is a party.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver or cause to Holdings be delivered the followingfollowing items to each Investor, against payment by such Investor of its Consideration as set forth in Schedule B: (i) all stock certificates held by the Sellers a duly issued share certificate representing the Shares, Purchase Shares purchased by such Investor pursuant to the extent such Shares are certificated at the time of ClosingSection 2.2(a); (ii) a certificate, compliance certificate dated as of the Closing Date and signed by a duly authorized officer representative of each member of the Target Company, Company Group and by the Founder certifying that each of all the conditions set forth specified in Section 8.2(a) and Section 8.2(b) 5 have been satisfiedfulfilled and stating that there shall have been no Material Adverse Effect since the Statement Date; (iii) counterparts of each Transaction Document to which any Warrantor is a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted party, duly executed by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyWarrantor; (iv) a certificate copies of the Secretary (or equivalent officer) directors’ resolutions and/or shareholders’ resolutions of the Target Company certifying the names and signatures other members of the officers Company Group, where appropriate, approving, among other things, (A) the issuance and sale of the Target Purchase Shares to such Investor, (B) the issue of new share certificates in respect of the Purchase Shares to such Investor, and (C) the execution of the Transaction Documents to which such member of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderGroup is a party; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority Amended Articles in the form attached hereto as Exhibit 1 which shall have been duly adopted by all necessary actions of the jurisdiction Board of Directors and/or the Shareholders of the Company and shall have become and remain effective under the Laws in which of the Target Company is organizedCayman Islands; (vi) copies of the Consideration Spreadsheet contemplated in Section 2.6; (vii) register of members and register of directors of the FIRPTA StatementCompany as of the Closing Date certified by a director of the Company as true copies updated to show such Investor as the holder of the number of Purchase Shares to be purchased at Closing and the Series E Director nominated by Ctrip as a director of the Company at Closing; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate a copy of the transactions contemplated by this AgreementWarrantors’ Disclosure Schedule (the “Disclosure Schedule”). (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the followingeach Investor shall: (i) each of pay to an account, specified by the Promissory Notes made payable Company to each Seller and such Investor at least five (5) Business Days prior to the Closing Date, by wire transfer in immediately available US$ funds the Consideration set forth opposite its name in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;third column of Schedule B hereto; and (ii) stock certificates representing the portion deliver or cause to be delivered executed counterparts of Holdings Equity allocated each Transaction Document to each Seller in accordance with which such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Investor is a party.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Buyer shall deliver to Holdings have received the following: : (i) all stock certificates held a bxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit C (the “Bxxx of Sale and Assignment and Assumption Agreement”), duly executed by the Sellers representing Seller; (ii) an Intellectual Property assignment agreement substantially in the Sharesform attached hereto as Exhibit D (the “IP Assignment Agreement”), duly executed by the Seller; (iii) an Intellectual Property assignment agreement in a form reasonably acceptable to the Buyer, duly executed by the Seller and Comex Consulting, S.L.; (iv) an Intellectual Property assignment agreement in a form reasonably acceptable to the Buyer, duly executed by the Seller and the Owner; (v) an escrow agreement substantially in the form attached hereto as Exhibit E (the “Escrow Agreement”), duly executed by the Seller and the Escrow Agent; (vi) copies of all consents, approvals, waivers, and authorizations set forth in Section 3.04 of the Disclosure Schedules; (vii) to the extent such Shares are certificated at applicable, duly executed payoff letters, UCC-3 termination statements, or other documents necessary to evidence the time termination of Closing; all Liens in respect of the Purchased Assets; (iiviii) a certificate of non-foreign status, from the Seller, that complies with Treasury Regulation Section 1.1445-2(b)(2); (ix) the consulting agreement substantially in the form attached hereto as Exhibit F (the “Consulting Agreement”), duly executed by Comex Consulting, S.L.; (x) a personal goodwill sale agreement substantially in the form attached hereto as Exhibit G, duly executed by the Owner; (xi) a certificate, dated the Closing Date and signed duly executed by a duly authorized an executive officer of the Target CompanySeller, certifying that the Seller has complied with each of the conditions set forth in Section 8.2(a6.02(a) and Section 8.2(b6.02(b); (xii) have been satisfied; (iii) a certificate of duly executed sole source letters from the Secretary (or equivalent officerPersons set forth on Section 6.02(c)(xii) of the Target Company certifying that Disclosure Schedules; (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivxiii) a certificate of joinder agreement to the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Preferred Financing Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and substantially in the principal amounts set forth in the Consideration Spreadsheetform attached hereto as Exhibit H, duly executed by Holdings; the Seller; (iixiv) stock fully executed and valid state resale certificates representing for the portion State of Holdings Equity allocated New Jersey and the State of California; and (xv) such other customary instruments of transfer, assumption, filings, or documents, in form and substance reasonably satisfactory to each Seller in accordance with such Seller’s Pro Rata Sharethe Buyer, as shown in the Consideration Spreadsheet;may be required to give effect to this Agreement.

Closing Deliverables. (a) At or prior to the Escrow Closing, the Seller Representative Partnership shall deliver to Holdings Royale or, if otherwise provided below, to the Escrow Agent, the following, as provided below: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, general partner of the Partnership that each of the conditions set forth in Section 8.2(a8.02(a) and Section 8.2(b8.02(b) have been satisfied; (iiiii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company general partner of the Partnership certifying that (a1) attached thereto are true and complete copies of all resolutions adopted by the Target Company Matrix Board authorizing the execution, delivery and performance of this Agreement by Matrix, as general partner of the Partnership, and the Ancillary Documents and the consummation of the transactions contemplated hereby hereby, (2) that each of the Partners has executed and therebydelivered the Requisite Partners’ Consent, that all resolutions of the Matrix Board and (b) such resolutions all authorizations provided by each Partner in connection with the Requisite Partners’ Consent are in full force and effect without modification or amendment; (iii) a partnership certificate representing all of the outstanding MI LP Interests and are all properly executed and completed Letters of Transmittal with respect thereto, in the resolutions adopted in connection with form attached to Exhibit D (“Letters of Transmittal”), shall be delivered by the transactions Partners to the Escrow Agent. In addition, the Partners shall execute and deliver to Royale, and shall cause the Partnership to execute and deliver to Royale, the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Partnership or its Partners at the Closing as contemplated hereby or as may be reasonably requested by the Parent and thereby;shall deliver or cause to be delivered the documents and evidence required under this Agreement. (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company general partner of the Partnership certifying the names and signatures of the officers of the Target Company general partner authorized to sign this Agreement, the Ancillary Partnership Related Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company Partnership is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6351 Plan; (vii) certificates of non-foreign status delivered by each Partner of the FIRPTA StatementPartnership under Section 1445 of the IRC; and (viii) such other documents or instruments as Holdings Royale reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Royale shall deliver to Seller Representative the Partnership (or such other Person as may be specified herein) the following: (i) each of instructions to Royale’s transfer agent to issue and deliver to the Promissory Notes made payable Partners the Exchange Consideration to each Seller and be issued as provided in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsARTICLE II; (ii) stock instructions to Royale’s transfer agent to issue and deliver to the holders of Matrix Preferred Interests the Preferred Exchange Consideration; (iii) evidence that the Matrix Senior Indebtedness shall have been assumed by Parent or paid off as of the Closing Date in accordance with Section 6.17; (iv) a certificate, dated the Closing Date and signed by a duly authorized officer of each Royale Party, that each of the conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Royale Parties certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Royale Parties authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Royale Parties certifying the names and signatures of the officers of the Royale Parties authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vii) evidence of the establishment of a new Subsidiary and the transfer of all of the assets related to the DWI Business of Royale (including assets held in trust for its investors); (viii) the Section 351 Plan; (ix) employment agreements executed by Parent and each of Jxxxxxxx Xxxxxxx, Dxxxxx Xxxxxx, Sxxxxxx Xxxxxx, Jxxxxx Xxxxxx, Jxx Xxxxxxxx and Jxx Sheevel, all in a form reasonably acceptable to Royale and Matrix; (x) certificates representing or other evidence reasonably satisfactory to the portion Partnership confirming that none of Holdings Equity allocated the Royale Stockholders owning more than 5% of the number of shares of Royale Common Stock outstanding immediately before the Royale Merger is a “foreign person” within the meaning of Treasury Regulation § 1445-2(b); and (xi) such other documents or instruments as the Partnership reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (c) At the Closing, provided that (i) the conditions of this ARTICLE VIII have been fulfilled to the reasonable satisfaction of each Seller Party entitled to satisfaction thereof, and(ii) each of the deliveries required by Section 8.04(a) and Section 8.04(b) have been made in accordance with such Seller’s Pro Rata Sharerequirements, as shown Royale and the Partnership shall provide joint written instructions to the Escrow Agent to release and deliver to Royale or its designee all of the Letters of Transmittal and partnership certificates held in the Consideration Spreadsheet;escrow by Escrow Agent pursuant to this Agreement.

Closing Deliverables. 5.1 Upon the Effective Date, or as soon as practicable thereafter, the Company shall deliver the following to the Subscriber: (a) At or prior to a certificate from the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer sole Director of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto the representations and warranties of the Company set forth in Sections 4.1 and 4.2 are true and complete copies correct in all respects as of the Effective Date and (b) the Company has performed and complied with all resolutions adopted covenants, agreements, obligations and conditions contained in this Agreement that were required to be performed or complied with by the Target Company on or before the Effective Date; (b) an opinion, from Xxxxxxx Xxxx & Xxxxxxx Limited, counsel for the Company, dated as of the Effective Date, in substantially the form of Exhibit C attached to this Agreement; (c) the Investor Rights Agreement executed by the Company each “Investor” named therein; (d) the Right of First Refusal and Co-Sale Agreement executed by the Company, each “Investor” named therein and each “Key Holder” named therein; (e) a certificate by the Secretary of the Company certifying (i) the bye-laws of the Company, (ii) the memorandum of association of the Company, (iii) and resolutions of the Board authorizing of Directors of the execution, delivery and performance of Company approving this Agreement and the Ancillary Documents Shareholder Agreements; and (f) good standing certificates (or equivalent) from each jurisdiction in which the Company is either organized or qualified to do business. 5.2 All corporate and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted other proceedings in connection with the transactions contemplated hereby under this Agreement upon the Effective Date and thereby; (iv) a certificate of all documents incident thereto shall be reasonably satisfactory in form and substance to the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this AgreementSubscriber, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate Subscriber (or its equivalentcounsel) from the secretary shall have received all such counterpart original and certified or other copies of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementrequested. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company will deliver or cause to Holdings the followingbe delivered to OmniLit: (i) all stock certificates held a certificate signed by an officer of the Sellers representing Company, dated as of the SharesClosing Date, certifying that, to the extent knowledge and belief of such Shares are certificated at officer, the time of Closingconditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled (the “Company Closing Certificate”); (ii) a certificate, dated evidence reasonably satisfactory to the Closing Date and signed by a duly authorized officer of OmniLit that the Target Company, that each of the conditions requirements set forth in Section 8.2(a) and Section 8.2(b) 3.4 have been satisfiedfulfilled; (iii) the written resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iv) a certificate of the Secretary (or equivalent officer) secretary of the Target Company certifying that (a) attached thereto are true the resolutions of the board of directors of the Company approving and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the its Ancillary Documents Agreements and the consummation of the transactions contemplated hereby and thereby, thereby (together with an incumbency and (bsignature certificate regarding the officer(s) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate signing on behalf of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderCompany); (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of Registration Rights Agreement, duly executed by the jurisdiction under Major Company Stockholders who have elected to execute the Laws in which the Target Company is organizedRegistration Rights Agreement; (vi) the Consideration Spreadsheet contemplated in Section 2.6;Sponsor Support Agreement, duly executed by an officer of the Company; and (vii) a Certificate of Good Standing for the FIRPTA Statement; andCompany from the Secretary of State of the State of Delaware; (viii) such other documents a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or instruments as Holdings reasonably requests has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code, and are reasonably necessary a form of notice to consummate the transactions contemplated by this AgreementIRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, Holdings shall OmniLit will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered: (i) each to the Exchange Agent, the number of shares of OmniLit Post-Merger Class A Common Stock equal to the portion of the Promissory Notes made payable Aggregate Merger Consideration to each Seller and in be paid to holders of Company Common Stock for further distribution to the principal amounts set forth in Company’s stockholders pursuant to Section 3.2, provided, that, for the Consideration Spreadsheetavoidance of doubt, duly executed by Holdingssuch shares shall be delivered immediately following the effectiveness of the OmniLit Post-Merger Charter; (ii) stock certificates representing to the portion Company, a certificate signed by an officer of Holdings Equity allocated OmniLit, dated the Closing Date, certifying that, to each Seller the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled (the “OmniLit Closing Certificate”); (iii) to the Company, the Registration Rights Agreement, duly executed by duly authorized representatives of OmniLit and the Sponsor; (iv) the Sponsor Support Agreement, duly executed by the Sponsors (as defined therein) and an officer of OmniLit; and (v) to the Company, the written resignations of all of the directors and officers of OxxxXxx and Mxxxxx Sub (other than those Persons identified as the initial directors and officers, respectively, of OmniLit after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time. (c) On the Closing Date, concurrently with the Effective Time, OmniLit shall pay or cause to be paid by wire transfer of immediately available funds, without duplication, (i) (A) the OmniLit Transaction Expenses as set forth on OmniLit Transaction Expenses Certificate, and (B) any amounts outstanding under any Working Capital Loans, and (ii) the Company Transaction Expenses as set forth on Company Transaction Expenses Certificate; provided, that any Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such Selleremployee, independent contractor, officer or director through the Company’s Pro Rata Share, as shown in the Consideration Spreadsheet;payroll.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Shareholders shall deliver the following to Holdings the followingPurchaser: (i) all stock certificates held a certificate, in form and substance reasonably satisfactory to the Purchaser, signed by the Sellers representing secretary of the SharesCompany, dated the Closing Date, certifying as to (i) the extent such Shares are certificated at organizational documents of the time Company as in effect on the Closing Date; and (ii) certificates of Closinggood standing of the Company from the Secretary of State of the States of Delaware and Florida as of a recent date; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth Consents identified in Section 8.2(a) and Section 8.2(b) have been satisfiedPart 2.22 of the Company Disclosure Schedule; (iii) a certificate certificate, executed by each of the Secretary Shareholders (or equivalent officerthe "Shareholder Closing Certificate"), setting forth that the conditions in Sections 5.1(a) and 5.1(b) have been met; (iv) board resolutions of the Target Company certifying that evidencing the election of Xxxxx Xxxxxxxxx to the board of directors of the Company; (av) the Shareholder Stock Certificates and Stock Assignments; (vi) the rescission agreement, in the form attached thereto are true and complete copies hereto as Exhibit E, executed by each of all resolutions adopted the Shareholders (the "Rescission Agreement"); (vii) the Letter Agreement executed by the Target Company Board authorizing and STIC; (viii) the executionagreements evidencing the ISx Debt executed by the parties thereto in the forms attached hereto as Exhibit F, delivery and performance which agreements shall include an amendment to the UCC-1 financing statement that is currently on file for the benefit of this Agreement and Xxxxx Xxxxxxxxx Partners, L.P. with the Ancillary Documents and Company listed as the consummation debtor to conform the description of the transactions contemplated hereby collateral and therebyother terms and obligations to the terms of the ISx Debt and to assign Xxxxx Xxxxxxxxx as agent for the lenders pursuant to the terms of the ISx Debt; (ix) Purchaser's form of Second Amended and Restated Investor Rights Agreement, executed by each of the Shareholders and Messrs. Downs and Xxxxx (b) such resolutions are in full force the case of Messrs. Downs and effect and are all Xxxxx, with respect to the resolutions adopted underlying shares of stock issuable upon exercise of the warrants being issued to them in connection with the transactions contemplated hereby and therebyby this Agreement); (ivx) a certificate of the Secretary (or equivalent officer) of working capital facility letter, in the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreementform attached hereto as Exhibit G, executed by STIC, the Ancillary Documents Company and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementPurchaser; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified hereinxi) the following: (i) each of the Promissory Notes made payable to each Seller and M&A letter agreement, in the principal amounts set forth in the Consideration Spreadsheetform attached hereto as Exhibit H, duly executed by Holdings; (ii) stock certificates representing Xxxxxxx Xxxxx Ventures, Inc., STIC, the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Company and Purchaser.

Closing Deliverables. (a) At or prior to the Escrow Closing, the Seller Representative Partnership shall deliver to Holdings Royale or, if otherwise provided below, to the Escrow Agent, the following, as provided below: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, general partner of the Partnership that each of the conditions set forth in Section 8.2(a8.02(a) and Section 8.2(b8.02(b) have been satisfied; (iiiii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company general partner of the Partnership certifying that (a1) attached thereto are true and complete copies of all resolutions adopted by the Target Company Matrix Board authorizing the execution, delivery and performance of this Agreement by Matrix, as general partner of the Partnership, and the Ancillary Documents and the consummation of the transactions contemplated hereby hereby, (2) that each of the Partners has executed and therebydelivered the Requisite Partners’ Consent, that all resolutions of the Matrix Board and (b) such resolutions all authorizations provided by each Partner in connection with the Requisite Partners’ Consent are in full force and effect without modification or amendment; (iii) a partnership certificate representing all of the outstanding MI LP Interests and are all properly executed and completed Letters of Transmittal with respect thereto, in the resolutions adopted in connection with form attached to Exhibit D (“Letters of Transmittal”), shall be delivered by the transactions Partners to the Escrow Agent. In addition, the Partners shall execute and deliver to Royale, and shall cause the Partnership to execute and deliver to Royale, the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Partnership or its Partners at the Closing as contemplated hereby or as may be reasonably requested by the Parent and thereby;shall deliver or cause to be delivered the documents and evidence required under this Agreement. (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company general partner of the Partnership certifying the names and signatures of the officers of the Target Company general partner authorized to sign this Agreement, the Ancillary Partnership Related Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company Partnership is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6351 Plan; (vii) certificates of non-foreign status delivered by each Partner of the FIRPTA StatementPartnership under Section 1445 of the IRC; and (viii) such other documents or instruments as Holdings Royale reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Royale shall deliver to Seller Representative the Partnership (or such other Person as may be specified herein) the following: (i) each of instructions to Royale’s transfer agent to issue and deliver to the Promissory Notes made payable Partners the Exchange Consideration to each Seller and be issued as provided in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsARTICLE II; (ii) stock instructions to Royale’s transfer agent to issue and deliver to the holders of convertible debt of Matrix the Debt Exchange Consideration; (iii) evidence that the Matrix Senior Indebtedness shall have been assumed by Parent or paid off as of the Closing Date in accordance with Section 6.17; (iv) a certificate, dated the Closing Date and signed by a duly authorized officer of each Royale Party, that each of the conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Royale Parties certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Royale Parties authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Royale Parties certifying the names and signatures of the officers of the Royale Parties authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vii) evidence of the establishment of a new Subsidiary and the transfer of all of the assets related to the DWI Business of Royale (including assets held in trust for its investors); (viii) the Section 351 Plan; (ix) employment agreements executed by Parent and each of Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxx Xxxxxxxx and Xxx Sheevel, all in a form reasonably acceptable to Royale and Matrix; (x) certificates representing or other evidence reasonably satisfactory to the portion Partnership confirming that none of Holdings Equity allocated the Royale Stockholders owning more than 5% of the number of shares of Royale Common Stock outstanding immediately before the Royale Merger is a “foreign person” within the meaning of Treasury Regulation § 1445-2(b); and (xi) such other documents or instruments as the Partnership reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (c) At the Closing, provided that (i) the conditions of this ARTICLE VIII have been fulfilled to the reasonable satisfaction of each Seller Party entitled to satisfaction thereof, and(ii) each of the deliveries required by Section 8.04(a) and Section 8.04(b) have been made in accordance with such Seller’s Pro Rata Sharerequirements, as shown Royale and the Partnership shall provide joint written instructions to the Escrow Agent to release and deliver to Royale or its designee all of the Letters of Transmittal and partnership certificates held in escrow by Escrow Agent pursuant to the Consideration Spreadsheet;Escrow Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) all stock certificates held a bill of sale in the form of Exhibit A attached hereto (the “Bill of Sale”) and duly executed by Sxxxxx, transferring the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingAssets Buyer; (ii) a certificatecertificate of the Secretary (or equivalent officer) of Seller certifying as to the resolutions of the board of directors and the stockholders of Seller, dated which authorize the execution, delivery and performance of this Agreement, the Bill of Sale and the other agreements, instruments and documents required to be delivered in connection with this Agreement or at the Closing Date (collectively, the “Transaction Documents”) and signed by a duly authorized officer the consummation of the Target Companytransactions contemplated hereby and thereby; (iii) such other customary instruments of transfer or assumption, that each of filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the conditions set forth in Section 8.2(atransactions contemplated by this Agreement; and (b) and Section 8.2(bAt the Closing, Buyer shall deliver to Seller the following: (i) the Note Cancellation Agreement; (ii) a UCC termination statement Dxxxxxxxx which shall have been satisfiedfiled with the Texas Secretary of State, as to Bitech and Seller; (iii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the Target Company certifying that (a) attached thereto are true and complete copies resolutions of all resolutions adopted by the Target Company Board authorizing board of directors of Buyer, which authorize the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, thereby and (bB) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company Buyer authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunderTransaction Documents; (viv) a good standing certificate (or its equivalent) from the secretary copies of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Sharebank statements since January 1, 2021 as shown in it relates to the Consideration Spreadsheet;Business.

Closing Deliverables. (a) At or prior to the Closing, each Contributor shall deliver, or cause to be delivered, to the Seller Representative shall deliver Operating Partnership all documents necessary or appropriate to Holdings consummate the Closing, including the following, all in form and substance reasonably acceptable to the Operating Partnership: (i) an Assignment and Assumption Agreement in substantially the form set forth in Exhibit F attached hereto transferring all stock certificates held by the Sellers representing the Sharesof such Contributor’s right, title and interest in and to each Initial Property Owner to the extent such Shares are certificated at Operating Partnership or the time of ClosingREIT, as applicable (“Assignment and Assumption Agreement”); (ii) a certificateA certificate from such Contributor certifying to the Operating Partnership (i) the accuracy of such Contributor’s representations and warranties made by Contributor hereunder, dated and (ii) the Closing Date accuracy and signed by a duly authorized officer current enforceability of the Target Company, that each organizational documents for the applicable Initial Property Owner and (iii) the absence of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedany Fund Material Adverse Effect; (iii) a certificate all documents and instruments, if any, necessary to reflect the change in the general partner and limited partners of the Secretary (or equivalent officer) each Initial Property Owner in its state of the Target Company certifying that (a) attached thereto are true formation and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are each state in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebywhich an Initial Property Owner is qualified; (iv) an affidavit certifying that such Contributor is not a certificate “foreign person,” as that term is defined by Section 1445 of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderCode; (v) all documents required by a good standing certificate (lender in connection with the assumption or its equivalent) from the secretary prepayment of state any existing loan at or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedprior to Closing, duly executed by each applicable party; (vi) a duly executed copy of the Consideration Spreadsheet contemplated in Section 2.6;A&R OP Agreement; and (vii) the FIRPTA Statement; and (viii) such any other documents reasonably requested by the Operating Partnership or instruments as Holdings reasonably requests and are reasonably necessary or desirable to consummate assign, transfer, convey, contribute and deliver the Ownership Interests, free and clear of all Liens (other than Permitted Liens) and to effectuate the transactions contemplated by this Agreementhereby. (b) At or prior to the Closing, Holdings the Operating Partnership or the REIT, as applicable shall deliver deliver, or cause to Seller Representative (be delivered, to each Contributor all documents necessary or such other Person as may be specified herein) appropriate to consummate the Closing, including the following, all in form and substance reasonably acceptable to each Contributor: (i) each of the Promissory Notes made payable to each Seller an Assignment and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsAssumption Agreement; (ii) stock certificates representing the portion Minority Interest Consideration due to SCLP pursuant to Section 1.02 hereof; (iii) the Sub 1 Consideration due to Sub 1 pursuant to Section 1.02 hereof; (iv) the Sub 2 Consideration due to Sub 2 pursuant to Section 1.02 hereof; (v) the SCGP Consideration due to SCGP pursuant to Section 1.02 hereof; (vi) a duly executed copy of Holdings Equity allocated the A&R OP Agreement; and (vii) any other documents reasonably requested by any Contributor as may be reasonably necessary or proper to each Seller in accordance with such Seller’s Pro Rata Share, as shown in effectuate the Consideration Spreadsheet;transactions contemplated hereby.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company will deliver or cause to Holdings the followingbe delivered: (i) all stock certificates held to Acquiror, a certificate signed by an officer of the Sellers representing Company, dated as of the SharesClosing Date, certifying that, to the extent knowledge and belief of such Shares are certificated at officer, the time of Closingconditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) a certificateto Acquiror, dated the Closing Date and signed by a duly authorized officer written resignations of all of the Target Company, that each directors of the conditions set forth Company (other than those Persons identified as the initial directors of the Surviving Corporation, in accordance with the provisions of Section 8.2(a) and Section 8.2(b) have been satisfied2.6(a)), effective as of the Effective Time; (iii) a certificate to Acquiror, the Registration Rights Agreement, duly executed by the Company and each of the Secretary Company Stockholders (or equivalent officerand their Affiliates) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyparty thereto; (iv) a certificate to Acquiror, the Lock-Up Agreement, duly executed by each of the Secretary Key Holders listed in clause (or equivalent officera) of the Target Company certifying the names and signatures definition of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderKey Holders; (v) a good standing certificate (or its equivalent) from to Acquiror, evidence that the secretary of state or similar Governmental Authority Affiliate Agreements set forth on Section 6.3 of the jurisdiction under Company Disclosure Letter have been terminated or settled at or prior to the Laws in which Closing without further liability to Acquiror, the Target Company is organized;or any of the Company’s Subsidiaries; and (vi) to Acquiror, a certificate on behalf of the Consideration Spreadsheet contemplated Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 2.6; (vii897(c)(1)(A)(ii) of the FIRPTA Statement; and (viiiCode, a “United States real property interest” within the meaning of Section 897(c) such other documents or instruments as Holdings reasonably requests of the Code, and are reasonably necessary a form of notice to consummate the transactions contemplated by this AgreementIRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, Holdings shall Acquiror will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered: (i) each of to the Promissory Notes made payable Exchange Agent, the Aggregate Merger Consideration for further distribution to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsCompany Stockholders pursuant to Section 3.2; (ii) stock certificates representing to the portion Company, a certificate signed by an officer of Holdings Equity allocated Acquiror, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iii) to the Company, the Registration Rights Agreement, duly executed by Axxxxxxx, the Sponsor and its Affiliates party thereto; (iv) to the Company, the Lock-Up Agreement, duly executed by each Seller of the Key Holders listed in clause (b) of the definition of Key Holders; and (v) to the Company, the written resignations of all of the directors and officers of Axxxxxxx and Mxxxxx Sub (other than those Persons identified as the initial directors of Acquiror, in accordance with the provisions of Section 2.6(b) and Section 7.6), effective as of the Effective Time. (c) On the Closing Date, concurrently with the Effective Time, or at such Sellerlater time as may be agreed by the Parties and the applicable third party recipient of the payment, the Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid Acquiror Transaction Expenses as set forth on the written statement to be delivered to the Company pursuant to Section 8.7 and (ii) all accrued and unpaid Transaction Expenses as set forth on a written statement to be delivered to Acquiror pursuant to Section 8.7; provided, that any accrued and unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s Pro Rata Sharepayroll; provided, further, that Sponsor shall pay, or cause its Affiliates (other than Acquiror) to pay, on the Closing Date, concurrently with the Effective Time, or at such later time as shown may be agreed by Sponsor and the applicable third party recipient of the payment, all accrued and unpaid Acquiror Transaction Expenses that exceed the Acquiror Expense Cap in accordance with the Consideration Spreadsheet;terms of the Sponsor Support Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Buyer will make the payments specified in Section 1.3 and will deliver, or cause to Holdings be delivered, to the followingSeller, as applicable: (i) all stock certificates held the officer’s certificate contemplated by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingSection 6.3(c); (ii) a certificate, dated the Closing Date and signed by a duly authorized officer counterparts of the Target Company, that each of Escrow Agreement duly executed by the conditions set forth in Section 8.2(a) Buyer and Section 8.2(b) have been satisfiedthe Escrow Agent; (iii) a certificate counterpart of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted Transition Services Agreement duly executed by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyBuyer; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or and instruments as Holdings may be required by any other provision of this Agreement or as may reasonably requests and are reasonably necessary be required to consummate the transactions contemplated by this Agreementhereby. (b) At the Closing, Holdings shall deliver Seller will deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered, to the followingBuyer: (i) each of duly executed assignment documents conveying the Promissory Notes made payable Shares to each Seller and the Buyer, in the principal amounts set forth in the Consideration Spreadsheet, duly executed form reasonably required by HoldingsBuyer; (ii) stock the certificates representing contemplated by Section 6.2(c); (iii) a certificate of an officer of the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown Company in the Consideration Spreadsheetform the Buyer has previously approved and respecting, and to which is attached, (A) the Organizational Documents of the Company and each of the other Company and (B) the resolutions of the board of directors of the Seller respecting the Transaction Documents to which the Company is a party and the transactions this Agreement contemplates; (iv) a counterpart of the Escrow Agreement duly executed by the Seller; (v) a counterpart of the Transition Services Agreement duly executed by the Seller; (vi) resignation letters from the individuals listed on Section 1.6(b)(v) of the Seller Disclosure Letter (the “Resigning Directors”) from their positions as directors or officers of any Acquired Entity; (vii) releases, in forms reasonably acceptable to Buyer, of any Liens held by PNC Bank, National Association, in connection with the Credit Facility, and any other Liens, other than Permitted Liens, on the Shares or the assets of the Acquired Entities; (viii) counterparts of the Terpene Supply Agreement and Citrusburst Supply Agreement duly executed by Flotek Chemistry, LLC and the Company; (ix) good standing certificates for each Acquired Entity issued as of a date not more than five business days prior to the Closing Date by the Secretary of State of the State of Delaware; (x) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in form reasonably acceptable to Buyer, that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller; and (xi) such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required to consummate the transactions contemplated hereby.

Closing Deliverables. (a) At or prior On the terms and subject to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents closing of all Backstop Commitments, the Rights Offering, the PIPE Transaction and the Debt Conversion (collectively, the “Closing”) shall occur remotely via electronic exchange of required Closing documentation concurrently on the third (3rd) Business Day following the later of (i) the issuance by the Company of all Subscription Notices (with copy to the Lien Purchasers) and (ii) the date that all of the conditions to the Closing set forth in Section 10 of this Agreement have been satisfied or, to the extent permitted by applicable law, waived (other documents than those conditions that by their nature are to be delivered hereunder satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such place, time, and thereunder; date as shall be agreed between the Company and the Investor (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in date on which the Target Company is organized; (vi) Closing occurs, the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement“Closing Date”). (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: Closing (i) each Backstop Purchaser shall deliver to the Company its Backstop Purchase Price in respect of the Promissory Notes made payable to each Seller and in the principal amounts its Backstop Acquired Shares as set forth in the Consideration Spreadsheetapplicable Subscription Notice, duly executed by Holdings; (ii) stock certificates representing Investor shall deliver to the Company the Investor PIPE Purchase Price, and (iii) Vital shall deliver to the Company, the Vital PIPE Purchase Price, in each case of (i), (ii) and (iii), by wire transfer in immediately available funds to the account designated by the Company in writing at least two (2) Business Days prior to the Closing Date. Additionally, at the Closing, the Company shall deliver (i) to each Backstop Purchaser, its Backstop Acquired Shares, (ii) to Investor, its PIPE Shares, (iii) to Vital, its PIPE Shares, and (iv) to each Lien Purchaser, its portion (determined based on each Lien Purchaser’s pro rata portion of Holdings Equity allocated the Rollover Debt Amount) of the Rollover Shares, in each case of (i), (ii), (iii) and (iv), in book-entry form, free and clear of all liens, other than liens arising by reason of the transactions contemplated by this Agreement under applicable federal or state laws, to the account of each Seller Purchaser designated by such Purchaser in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;writing.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative EchoStar Parties shall deliver make, or cause to Holdings be made, the followingfollowing deliveries in the following manner: (i) all stock EchoStar shall deliver to DNLLC certificates held by the Sellers representing the EchoStar Tracking Stock Consideration Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated HSSC shall deliver to DOLLC certificates representing the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedHSSC Tracking Stock Consideration Shares; (iii) HSSC shall deliver to DOLLC a certificate duly executed counterpart to the Xxxx of Sale; and (iv) The EchoStar Parties shall deliver to the DISH Parties evidence that (A) the EchoStar Tracking Stock COD has been duly filed with the Secretary of State of the Secretary (or equivalent officer) State of Nevada in accordance with the laws of the Target Company certifying that (a) attached thereto are true State of Nevada and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are is in full force and effect and are all as of the resolutions adopted in connection Closing, (B) the HSSC Tracking Stock COD has been duly filed with the transactions contemplated hereby and thereby; (iv) a certificate Secretary of State of the Secretary (or equivalent officer) State of Colorado in accordance with the laws of the Target Company certifying the names State of Colorado and signatures is in full force and effect as of the officers Closing and (C) the Tracking Stock Policy has been adopted and is in full force and effect as of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementClosing. (b) At the Closing, Holdings the DISH Parties shall deliver make, or cause to Seller Representative (or such other Person as may be specified herein) made, the followingfollowing deliveries in the following manner: (i) each DOLLC shall deliver to HSSC a duly executed counterpart to the Xxxx of Sale. (c) At the Closing: (i) the DISH Parties shall receive a tax opinion from Xxxxxxxx & Xxxxxxxx LLP, counsel to the DISH Parties, dated the Closing Date, to the effect that the Merger should be treated as a reorganization within the meaning of Section 368(a) of the Promissory Notes made payable Code and *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to each Seller a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. that the Contributions should be treated as tax-free contributions within the meaning of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to receive and in rely upon tax representation letters reasonably requested by such counsel and delivered by officers of the principal amounts set forth in DISH Parties and the Consideration Spreadsheet, duly executed by Holdings;EchoStar Parties. (ii) stock certificates representing The EchoStar Parties shall receive a tax opinion from White & Case LLP, counsel to the portion EchoStar Parties, dated the Closing Date, to the effect that the Merger should be treated as a reorganization within the meaning of Holdings Equity allocated Section 368(a) of the Code and that the Contributions should be treated as tax-free contributions within the meaning of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to each Seller receive and rely upon tax representation letters reasonably requested by such counsel and delivered by officers of the DISH Parties and the EchoStar Parties. (d) At or prior to the Closing, DOLLC shall transfer to HSSC, by wire transfer of immediately available funds to the account specified by HSSC to DOLLC, an amount in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;cash equal to $11,404,000.00.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Party B shall deliver to Holdings Party A each of the following: (a) a certificate of MMTEC, Inc. confirming that (i) it has performed and complied with, in all stock certificates held material respects, all covenants and obligations required to be performed or complied with by it under this Agreement on or before the Sellers representing the SharesClosing Date, to the extent such Shares are certificated at the time of Closing; (ii) a certificateeach of the representations and warranties made by MMTEC, dated Inc. in this Agreement is complete, true and accurate and not misleading as at the date of this Agreement and as at the Closing Date as though restated on and signed by a duly authorized officer of as at the Target CompanyClosing Date with respect to facts, that events and circumstances existing as at such date; and (iii) each of the conditions set forth in Section 8.2(a) and Section 8.2(b) Article 3.4 to be performed by it have been satisfiedsatisfied (other than those conditions that have been waived in writing by Party A); (iiib) a certificate of Burgeon Capital, Inc confirming that (i) it has performed and complied with, in all material respects, all covenants and obligations required to be performed or complied with by it under this Agreement on or before the Secretary Closing Date, (ii) each of the representations and warranties made by Burgeon Capital, Inc in this Agreement is complete, true and accurate and not misleading as at the date of this Agreement and as at the Closing Date as though restated on and as at the Closing Date with respect to facts, events and circumstances existing as at such date; and (iii) each of the conditions set forth in Article 3.4 to be performed by it have been satisfied (other than those conditions that have been waived in writing by Party A); (c) duly executed instruments of transfers in respect of all of the Purchased Shares in favor of Party A (or equivalent such person as Party A may nominate); (d) copies of the duly executed share certificates representing the Purchased Shares registered in the name of Party A (or such person as Party A may nominate); (e) a certified copy of the shareholder register of the Target Company, showing that the equity proportion registered by Party A in the Target Company is 100%, there is no Encumbrance on the equity of the Target Company, and the cancellation of the Purchased Shares registered in the name of the relevant Original Shareholders, and the registration of the Purchased Shares in the name of Party A (or such person as Party A may nominate); (f) letters of resignation in the agreed form of each of the directors and officers of the Target Company, other than the officers set out in Schedule 2 (the “Retained Management”), from his/her office as a director and/or an officer, including a waiver of all claims against the Target Company. (g) the resolutions duly and validly adopted by the board of directors and the shareholders of the Target Company certifying that they have approved and authorized the closing of the Transactions and agreed to the investment and share transfer provided hereunder; the adoption of the amended articles of association; and the new composition of the board of directors; and (ah) attached thereto are duly executed copies of this Agreement, the amended articles of association and such other ancillary documents as Party A may deem to be necessary to complete the Closing. At Closing, Party A shall deliver to Party B: (i) The Notes duly executed by Party A; (j) such other documents, certificates, or instruments necessary to perfect Party B’s security interests in the issued and outstanding equity of the Target Company and the assets of the Target Company and its subsidiaries; (k) a certificate of Party A confirming that (i) it has performed and complied with, in all material respects, all covenants and obligations required to be performed or complied with by it under this Agreement on or before the Closing Date, (ii) each of the representations and warranties made by Party A in this Agreement is complete, true and complete copies accurate and not misleading as at the date of all this Agreement and as at the Closing Date as though restated on and as at the Closing Date with respect to facts, events and circumstances existing as at such date; and (iii) each of the conditions set forth in Article 3.4 to be performed by it have been satisfied (other than those conditions that have been waived in writing by Party B); (l) the resolutions or minutes duly and validly adopted by the Target Company Board authorizing board of directors of the execution, delivery Party A certifying that they have approved and performance authorized the execution of this Agreement and the Ancillary Documents and the consummation closing of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementTransactions; and (viiim) duly executed copies of this Agreement and such other ancillary documents or instruments as Holdings reasonably requests and are reasonably Party B may deem to be necessary to consummate the transactions contemplated by this Agreement. (b) At complete the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings Argo the following: (i) all stock certificates held by resignations of the Sellers representing managers and officers of the Shares, Company pursuant to the extent such Shares are certificated at the time of ClosingSection 2.09; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board Manager authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyhereby, and (b2) resolutions of the Owners approving the Merger and adopting this Agreement, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viii) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (viiv) the Consideration Spreadsheet contemplated in Section 2.6completed and executed Subscription Agreements from each Owner, Concerted, and any other party that will receive Ordinary Shares pursuant to this Agreement; (viiv) the FIRPTA Statement; (vi) an employment and restrictive covenant agreement between Merger Sub and Xxxxxx Xxxxx, in form and substance satisfactory to Argo and Xxxxxx Xxxxx (“Xxxxx Employment Agreement”); and (viiivii) such other documents or instruments as Holdings Argo reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Argo shall deliver to Seller Representative the Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made The Closing Consideration, payable pursuant to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;Section 2.04(a)(i). (ii) stock certificates representing a certificate of the portion Secretary or an Assistant Secretary (or equivalent officer) of Holdings Equity allocated Argo and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Argo and Merger Sub, respectively, authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iii) Executed counterparts of the Ancillary Documents; and (iv) such other documents or instruments as the Company reasonably requests and are reasonably necessary to each Seller in accordance with such Seller’s Pro Rata Share, as shown in consummate the Consideration Spreadsheet;transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Parent shall deliver to Holdings the followingInvestors: (i) all stock certificates held by the Sellers representing the SharesTrue and correct copies of written resolutions, to the extent such Shares are certificated at the time or minutes of Closing; (ii) a certificatemeeting, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each board of directors of the conditions set forth Parent (the “Board”), approving and adopting in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing respects the execution, delivery and performance by the Parent of this Agreement and the Ancillary Documents transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the consummation Purchased Securities against payment of the Purchase Price therefor; (b) approving the execution, delivery and performance by the Parent of all agreements contemplated herein to which the Parent is party and any agreements, instruments or documents ancillary thereto; and (c) adopting the Restated Bylaws as an amendment and restatement of the existing Bylaws of the Parent as in effect prior to the Closing, in the form attached hereto as Schedule ‎1.6(a)(i). (ii) True and correct copies of written resolutions, or minutes of meeting, of the Parent’s stockholders approving and adopting in all respects the execution, delivery and performance by the Parent of this Agreement and the transactions contemplated hereby and therebyhereby, including, among others, (a) the adoption of the Restated Articles; and (b) the approval of the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto, in the form attached hereto as Schedule ‎1.6(a)(ii); (iii) Duly executed stock certificates or book-entry confirmations representing the respective Purchased Shares issued to each Investor at the Closing in the name of each of such resolutions are Investor, in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyform attached hereto as Schedule ‎1.6(a)(iii); (iv) a certificate The Warrants issued to each Investor at the Closing in the name of the Secretary (or equivalent officer) each of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;such Investor; and (v) a good standing A certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing an executive officer of the portion Parent as of Holdings Equity allocated to each Seller the Closing stating that the conditions specified in accordance with such Seller’s Pro Rata ShareSection ‎5 have been satisfied, as shown in the Consideration Spreadsheet;form attached hereto as Schedule ‎1.6(a)(v).

Closing Deliverables. The sale, conveyance, and transfer of the Transferred Poles shall be consummated at the Closing. Buyer’s Net Payment shall be paid over to Seller at the Closing in accordance with the terms of Section 2.2 hereof. Each of the following documents (including this Agreement and collectively, the “Transaction Documents”) shall be delivered by the Parties at the Closing and dated as of the Closing Date (unless otherwise indicated): (a) At or prior a Xxxx of Sale evidencing the sale, conveyance, assignment and transfer of the Transferred Poles in the form of Exhibit A attached hereto; (b) a “Pole Attachment Agreement” effective on the Closing Date, in a form and in substance reasonably acceptable to the ClosingParties; (c) a final, non-appealable Order of the Seller Representative shall deliver New Hampshire Public Utilities Commission (the “NHPUC”), free and clear of all contingencies or conditions acceptable to Holdings the followingParties and Seller’s secured creditors, granting all necessary, final and non-appealable asset transfer and cost recovery approvals acceptable to Buyer, related to the sale of the Transferred Poles (the “NHPUC Order”); (d) Certificate of Officer of each Party to the effect that the Transaction Documents: (i) have been duly authorized by all stock certificates held necessary corporate or company action, and (ii) have been signed by the Sellers representing the Sharesa duly authorized representative of each respective Party who has been vested with all necessary authority to execute said Transaction Documents; (e) Pole Transfer Assignment Notice satisfying RSA 231:170, to be filed by Buyer at closing with the extent such Shares clerks in all municipalities where Transferred Pole interests are certificated located; and (f) An assignment of all pole and other licenses, easements, and other documentation of Seller’s interests in and rights to maintain the Transferred Poles that are in its possession at the time of Closing; (ii) a certificate, dated which records shall be made available for Buyer’s review upon the Closing Effective Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, along with any miscellaneous document or certification not referenced hereunder which may be determined by the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments Parties as Holdings reasonably requests and are reasonably necessary to consummate effectuate the transactions contemplated by terms of this Agreement. (bg) At Evidence of CCI’s notification to all third party attachers who hold valid licenses to attach to the ClosingTransferred Poles, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller transfer of ownership interests therein and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion assignment of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Sharerights under said attachment agreements, as shown in the Consideration Spreadsheet;including but not limited to rights of billing and collection.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver or cause to Holdings be delivered to Purchaser (unless delivered previously) the following: (i) all stock certificates held by its and the Sellers representing the Shares, Lenders’ executed signature page(s) to the extent such Shares are certificated at the time of ClosingPayoff and Release Agreement; (ii) a certificate, dated PEG LP’s and PEGI’s executed signature page to the Closing Date Assignment and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedAcknowledgement Agreement; (iii) a certificate of an authorized officer of Seller, certifying as to the Secretary (or equivalent officer) good standing of Seller, resolutions of Seller authorizing Seller to enter into this Agreement, incumbency of the Target Company certifying that (a) attached thereto are true and complete copies officers of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of Seller executing this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyAgreement, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyother matters as shall be reasonably requested by Purchaser; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the all other documents and instruments reasonably requested by Purchaser that are necessary to be delivered hereunder and thereunder;transfer the Shares to Purchaser; and (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws Shares in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in book entry form pursuant to Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests 2.1 and are reasonably necessary to consummate the transactions contemplated by this AgreementSection 2.2 herein. (b) At the Closing, Holdings Purchaser shall deliver or cause to be delivered to Seller Representative (or such other Person as may be specified hereinunless delivered previously) the following: (i) each of its executed signature page(s) to the Promissory Notes made payable to each Seller Payoff and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsRelease Agreement; (ii) stock certificates representing its executed signature page to the portion Assignment and Acknowledgement Agreement; (iii) the Closing Purchase Price, by wire transfer of Holdings Equity allocated immediately available funds into the account designated by Seller pursuant to each Section 2.3; (iv) a certificate of an authorized officer of Purchaser, certifying as to the resolutions of Purchaser authorizing Purchaser to enter into this Agreement, incumbency of the officers of Purchaser executing this Agreement, and such other matters as shall be reasonably requested by Seller; and (v) all other documents and instruments reasonably requested by Seller in accordance with such Seller’s Pro Rata Share, as shown in that are necessary to transfer the Consideration Spreadsheet;Shares to Purchaser.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative following documents shall deliver to Holdings be amended and restated, or shall become effective, at the followingtimes indicated below: (i) all stock certificates held Immediately following the transactions contemplated by ‎Section 2.1(a)(i), the Sellers representing partnership agreement of Canadian LP shall be amended and restated in the Shares, to the extent such Shares are certificated at the time form of ClosingExhibit J hereto; (ii) a certificateImmediately upon the Effective Time, dated the Topco Post-Closing Date Investor Rights Agreements shall become effective; and (iii) Immediately upon the Effective Time, the Registration Rights Agreement shall become effective; (b) At the Closing, the following documents shall be delivered by Xxx to Polaris and signed by a duly authorized officer Topco: (i) resignations of the Target Company, that each directors and officers of Xxx; (ii) written evidence of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedtermination of all Contracts required pursuant to ‎Section 8.7; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company each of Xxx and Merger Sub certifying that (a1) attached thereto are true and complete copies of (A) all resolutions adopted by the Target Company Xxx Board or the board of directors of Merger Sub, as applicable, authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyhereby, including the Integration Transaction, and (bB) the vote of the stockholders of each of Xxx and Merger Sub approving the Merger, and adopting this Agreement, and (2) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;hereby, including the Integration Transaction; and (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority Agency of the jurisdiction under the Laws laws in which the Target Company Xxx is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (bc) At the Closing, Holdings the following documents shall deliver be delivered by Topco to Seller Representative (or such other Person as may be specified herein) the followingPolaris and Xxx: (i) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Transit, Topco, Canadian LP and CanHoldco certifying that (1) attached thereto are true and complete copies of (A) all resolutions adopted by the Promissory Notes made payable to boards of directors (or equivalent governing bodies) of each Seller of Transit, Topco, Canadian LP and CanHoldco authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Integration Transaction, and (B) resolutions of the stockholders (or, in the principal amounts set forth case of Canadian LP, the general partner) of each of Transit, Topco, Canadian LP and CanHoldco approving the Integration Transaction, including the Merger, and adopting this Agreement, and (2) all such resolutions are in full force and effect and are all the Consideration Spreadsheetresolutions adopted in connection with the transactions contemplated hereby, duly executed by Holdings;including the Integration Transaction; and (ii) stock certificates representing a good standing certificate (or its equivalent) from the portion secretary of Holdings Equity allocated to state or similar Governmental Agency of the jurisdiction under the laws in which each Seller in accordance with such Seller’s Pro Rata Shareof Transit, as shown in the Consideration Spreadsheet;Topco, Canadian LP, CanHoldco and Merger Sub is organized.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative FSH shall deliver to Holdings Parent the following: (i) all stock certificates held the Pledge and Escrow Agreement duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingMember Representative; (ii) such resignations of the directors, managers and officers of each Company as are contemplated by Section 5.06; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target CompanyFSH, that each of the conditions set forth in Section 8.2(a7.02(a) and Section 8.2(b7.02(b) have been satisfied; (iiiiv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company FSH certifying that (aA) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company FSH Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebythereby and (2) the Written Consent, and (bB) all such resolutions and the Written Consent are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company FSH certifying the names and signatures of the officers of the Target Company FSH authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vvi) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target each Company is incorporated or organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6, as applicable; (vii) the FIRPTA StatementStatements; (viii) an updated version of Schedule 2.14 that reflects all insurance policies of FSIC that are in full force and effect as of the Closing Date; (ix) the Consideration Spreadsheet; and (viiix) such other documents or instruments as Holdings Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Parent shall deliver (or cause to Seller Representative be delivered) to FSH (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller Pledge and in the principal amounts set forth in the Consideration Spreadsheet, Escrow Agreement duly executed by HoldingsParent; (ii) stock certificates representing the portion of Holdings Equity allocated Escrow Shares to each Seller the Escrow Agent; (iii) the Closing Merger Consideration minus the Escrow Shares to the Exchange Agent, to be distributed to the FSH Members in accordance with this Agreement upon the FSH Members (A) duly completing and validly executing a letter of transmittal in substantially the form attached hereto as Exhibit B (a “Letter of Transmittal”) and (B) complying with instructions of the Exchange Agent, in each case to effect the surrender of Certificates in exchange for the applicable portion of Merger Consideration pursuant to Section 2.08(b) (with any amounts or shares remaining unclaimed by FSH Members two (2) years after the Effective Time (or such Seller’s Pro Rata Shareearlier date, immediately prior to such time when the amounts or shares would otherwise escheat to or become property of any Governmental Authority) to become, to the extent permitted by applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto); (iv) a certificate, dated the Closing Date and signed by a duly authorized officer of Parent, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and the sole member of Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying the names and signatures of the officers of Parent and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; and (vii) such other documents or instruments as shown in FSH reasonably requests and are reasonably necessary to consummate the Consideration Spreadsheet;transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings Parent the following: (i) resignations of all stock certificates held by of the Sellers representing directors, managers and officers of the Shares, to the extent such Shares are certificated at the time of ClosingCompany and its Subsidiaries; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have has been satisfied; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying (A) that (a) attached thereto are true and complete copies of (1) the Company Charter Documents, (2) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, thereby and (b3) resolutions of the Stockholders approving the Merger and adopting this Agreement, (B) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; , and (ivC) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viv) a good standing certificate (or equivalent documents) for the Company and each of its equivalent) from Subsidiaries issued by the secretary of state or similar Governmental Authority in each jurisdiction where the Company or its Subsidiaries (A) is incorporated, formed or organized or (B) is qualified to do business, each dated as of a date that is reasonably close to the jurisdiction under Closing Date; (v) the Laws in which Certificate of Merger, executed by the Target Company is organizedCompany; (vi) the Consideration Spreadsheet contemplated in Section 2.6Estimated Closing Statement; (vii) the Consideration Spreadsheet; (viii) the Stockholder Notice; (ix) restrictive covenants agreements, in the form attached hereto as Exhibit A (the “Restrictive Covenants Agreements”), duly executed by the Company and Xxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxxxx Xxxxxxxx and Xxxxxxx XxXxxxx; (x) a certification by the Company meeting the requirements of Treasury Regulation Section 1.1445-2(c)(3) and dated within thirty (30) days prior to the Closing Date to the effect that the none of the Securities constitute a U.S. real property interest as the Company is not and has not been during the previous five (5) years a U.S. real property holding corporation (the “FIRPTA Statement”); (xi) Securityholders releases, each in the form attached hereto as Exhibit B, duly executed by the Company and Securityholders holding at least seventy percent (70%) of the Fully Diluted Share Number (the “Securityholder Release”); (xii) payoff letters and termination statements or the authorization to file termination statements under the Uniform Commercial Code and other instruments as may be requested by Parent to extinguish all Indebtedness and all Encumbrances related thereto; (xiii) a paying agent agreement in a form mutually agreed upon by the Company, Parent and Paying Agent (the “Paying Agent Agreement”), duly executed by the Company; (xiv) an escrow agreement in a form mutually agreed upon by Securityholders’ Representative, Parent and Escrow Agent (the “Escrow Agreement”), duly executed by Securityholders’ Representative; (xv) an option termination agreement in the form attached hereto as Exhibit C (the “Option Termination Agreement”), duly executed by the Company and Xxxxxxx Xxxxxx; (xvi) a warrant termination agreement in the form attached hereto as Exhibit D (the “Warrant Termination Agreement”), duly executed by the Company and the Warrantholders holding Out-of-Money Warrants; (xvii) a conversion agreement in a form mutually agreed upon by the Company and Parent (the “Conversion Agreement”), duly executed by the Company and the Noteholders; (xviii) evidence of the Company’s purchase of the D&O Tail Policy; (xix) evidence reasonably satisfactory to Parent that all Benefit Plans intended to qualify as qualified cash or deferred arrangements under Section 401(k) of the Code have been terminated in accordance with the terms thereof; (xx) offer letters, in Parent’s standard form, duly executed by the Company and Xxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx XxXxxxx, Xxx Xxxxxxx, Xxxxx Xxxxxxxxxx and Xxxx Xxxxxxxxx. (xxi) agreements for protection of company information, in Parent’s standard form, duly executed by Xxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx XxXxxxx, Xxx Xxxxxxx, Xxxxx Xxxxxxxxxx and Xxxx Xxxxxxxxx. (xxii) evidence satisfactory to Parent that all of the Noteholders have waived their rights to notice of the Merger and agreed to convert their Convertible Notes into Shares; (xxiii) evidence satisfactory to Parent that a sufficient number of holders of Preferred Stock have waived any preemptive rights to which they may have been entitled under that certain Investor Rights Agreement dated May 16, 2016 in connection with any grants of equity awards or issuance of securities of the Company; (xxiv) evidence reasonably satisfactory to Parent that all notices pursuant to Section 228(e) of the DGCL required to have been given to stockholders that have not executed any written consent previously executed by less than all of the stockholders of the Company have been given to such non-consenting stockholders; (xxv) evidence reasonably satisfactory to Parent that all holders of “valid stock” and “putative stock” (as each term is defined in Section 204 of the DGCL) have waived their rights to receive any notice required under Section 204 of the DGCL and to bring any claim challenging any ratification effected by the Company under Section 204 of the DGCL; (xxvi) evidence satisfactory to Parent that all severance agreements between the Company and employees of the Company, other than Xxxxxxx Xxxxxxxx, have been terminated with no obligations due by the Company thereunder after the Closing or have been modified on terms reasonably acceptable to Parent; (xxvii) the notification and evidence required by Section 5.11; (xxviii) an amendment to the Company’s Professional Services Agreement with Eagle Dream Technologies LLC on terms acceptable to Parent; (xxix) an amendment to the Company’s Consultant Service Agreement with Cranberry Support Services, LLC on terms reasonably acceptable to Parent; (xxx) all minute books, stock books, ledgers and other corporate records relating of the Company, if not already located on the premises of the Company; and (viiixxxi) such other documents or instruments as Holdings Parent reasonably requests and that are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Parent shall deliver to Seller Representative the Company (or such other Person as may be specified herein) the following: (i) each payment to Paying Agent by wire transfer of immediately available funds an amount equal to the Promissory Notes made aggregate Closing Merger Consideration payable pursuant to each Seller Section 2.8 in exchange for Shares, Section 2.9(b) in exchange for cancellation of In-Money Warrants and Section 2.9(c) in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdingsexchange for cancellation of vested RSUs; (ii) stock certificates representing payment to Securityholders’ Representative equal to the portion amount of Holdings Equity allocated the Securityholders’ Representative Fund, to each Seller be held thereby in accordance with such Seller’s Pro Rata Sharetrust for the benefit of Securityholders’ Representative and Securityholders; (iii) payment of the Escrow Amount to Escrow Agent for deposit into a separate escrow account (the “Escrow Account”) established pursuant to the Escrow Agreement; (iv) payment to Securityholders’ Representative in the amount of the Net Working Capital Fund, to be held thereby in trust for the benefit of Securityholders and, as shown set forth in Section 2.16, Parent; (v) payment in the Consideration Spreadsheetamount of the Estimated Transaction Expenses to third parties by wire transfer of immediately available funds; (vi) payment in the amount of the Estimated Indebtedness to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds; (vii) a certificate, dated the Closing Date and signed by a duly authorized officer of Parent and Merger Sub, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) has been satisfied; (viii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, (B) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and (C) the names and signatures of the officers of Parent and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (ix) the Escrow Agreement, duly executed by Parent and Escrow Agent; (x) the Paying Agent Agreement, duly executed by Parent and Paying agent; and (xi) such other documents or instruments as the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Caesars Parties shall deliver deliver, or cause to Holdings the followingbe delivered, to Growth Partners: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated as of the Closing Date and signed on behalf of the Caesars Parties by a duly authorized an executive officer of the Target Companyeach Caesars Party, stating that each of the conditions set forth specified in Section 8.2(a9.3(a), Section 9.3(b) and Section 8.2(b9.3(h) have been satisfied; (iiiii) a certificate of the Secretary (other Ancillary Agreements intended to be executed at or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby Closing to which any of the Caesars Parties is a party, duly executed by such Person, as applicable, each in form reasonably acceptable to Growth Partners; (iii) a duly executed certificate from CEOC, prepared in accordance with Treasury Regulation Section 1.1445-2(b)(2)(iv), in form and therebysubstance reasonably acceptable to Growth Partners and on the basis of which Growth Partners shall not be required to deduct or withhold any amounts under Section 1445 of the Code from any amounts payable pursuant to this Agreement, provided that the failure of CEOC to provide such certificate shall not prevent or delay the Closing, and that in the event of such failure Growth Partners shall be entitled to withhold any amounts that may be required consistent with Section 3.6 hereof; (iv) a certificate fee stream agreement in respect of the Secretary each Management Fee Stream in a form reasonably acceptable to Growth Partners (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreementcollectively, the Ancillary Documents and the other documents to be delivered hereunder and thereunder“Fee Stream Agreements”); (v1) a good standing certificate to the extent the Purchased Equity Interests are certificated, certificates evidencing such Purchased Equity Interests, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto and (or its equivalent2) from to the secretary extent the Purchased Equity Interests are not certificated, confirmations of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedbook-entry transfer with respect to such Purchased Equity Interests; (vi) with respect to each Owned Real Property and each ground leased Leased Real Property, an American Land Title Association extended coverage owner’s policy of title insurance (or local equivalent) (with an effective date not earlier than the Consideration Spreadsheet contemplated Closing Date) in Section 2.6favor of the applicable property owning entity (a) showing marketable fee simple (or leasehold) title to such Company Real Property vested in the applicable property owning entity, (b) containing no exceptions other than the Permitted Liens, (c) stating liability coverage in such amounts as shall be determined by Growth Partners and (d) with such endorsements as Growth Partners may reasonably request (including, without limitation, a non-imputation endorsement as to the Knowledge of the Caesars Parties) (collectively, the “Title Policies”), understanding that all costs and expenses of the Title Policies shall be paid at Closing by Parent or Sellers; (vii) with respect to each Owned Real Property and each ground leased Leased Real Property, an updated and current as-built survey for such Company Real Property, in form and substance satisfactory to the FIRPTA StatementGrowth Partners in its sole and absolute discretion, made in accordance with ALTA/ACSM minimum technical standards and the laws of the State where the applicable Casino is located, certified to the property owning entity and Growth Partners and any other persons or entities as Growth Partners may reasonably request, showing such entire Company Real Property, all adjoining streets and roads (including, without limitation, the points of ingress and egress thereto), the exact location by metes and bounds and the exact dimensions of such Company Real Property, a legal description of such Company Real Property, the exact location of any Improvements, setback lines, protrusions, encroachments, parking spaces and easements on and upon such Company Real Property, together with all rights-of-way and other matters relating to such Company Real Property (collectively, the “Surveys”), understanding that all costs and expenses of the Surveys shall be paid at Closing by Parent or Sellers; and (viii) such other documents or appropriately executed documents, instruments and agreements as Holdings reasonably requests and are reasonably may be necessary to consummate the transactions contemplated by this Agreement, in a form reasonably acceptable to Growth Partners, in each case which are requested by Growth Partners at least two (2) Business Days prior to Closing. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) all stock certificates held A xxxx of sale in the form of Exhibit A hereto (the “Xxxx of Sale”) and duly executed by Seller, transferring the Sellers representing the Shares, Purchased Assets to the extent such Shares are certificated at the time of ClosingBuyer; (ii) a certificateAn assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, dated effecting the Closing Date assignment to and signed assumption by a duly authorized officer Buyer of the Target Company, that each of Purchased Assets and the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedAssumed Liabilities; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby[Reserved]; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder[Reserved]; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized[Reserved]; (vi) the Consideration Spreadsheet contemplated in Section 2.6Seller Closing Certificate; (vii) a copy of the FIRPTA StatementSale Order entered by the Bankruptcy Court; (viii) solely if a Deposit has been made to the Escrow Holder, joint instructions to the Escrow Holder to deliver the Deposit to Seller; and (viiiix) such other documents customary instruments of transfer, assumption, filings or instruments documents, in form and substance reasonably satisfactory to Buyer, as Holdings reasonably requests and are reasonably necessary may be required to consummate the transactions contemplated by give effect to this Agreement. (b) At the Closing, Holdings Buyer shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each Evidence of the Promissory Notes made payable Credit Bid and Release in form and substance reasonably satisfactory to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsSeller; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata ShareAssignment and Assumption Agreement, as shown in duly executed by the Consideration SpreadsheetBuyer;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Sellers shall deliver to Holdings Buyer and Acquisition Sub the following: (i) all stock certificates held a bill of sale transferring the Purchased Assets to Acquisition Sub, in form and substance reasonably satisfactory to Buyer (the “Bill of Sale”), duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closingeach Seller; (ii) a certificate, dated an assignment and assumption agreement effecting the Closing Date assignment to and signed assumption by a duly authorized officer Xxxxx of the Target CompanyAssumed Liabilities, that in form and substance reasonably satisfactory to Buyer (the “Assignment and Assumption Agreement”), duly executed by each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedSeller; (iii) copies of all consents, approvals, waivers and authorizations referred to in Schedule 4.02 of the disclosure schedules attached hereto (the “Disclosure Schedules”); (iv) a completed Internal Revenue Service Form W-9 for each Seller, duly executed by such Seller; (v) transfer documents in form and substance reasonably satisfactory to Buyer required to transfer the Company IP (collectively, the “Intellectual Property Assignment”), duly executed by each Seller; (vi) certificates of existence or good standing, as applicable, for each Seller from the Secretary of State of the state (or from the appropriate official of any other jurisdiction) of organization of each Seller and each other jurisdiction where a Seller is required by applicable law to be qualified to do business, dated not more than five Business Days prior to the Closing Date; (vii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Target Company each Seller certifying that as to (aA) attached thereto are true true, correct and complete attached copies of all the Organizational Documents of such Seller and (B) copies of the resolutions adopted by of the Target Company Board board of directors, or the equivalent thereof, of such Seller authorizing the execution, delivery and performance by such Seller of this Agreement and the Ancillary Documents each Seller Document, in form and the consummation substance reasonably satisfactory to Buyer; (viii) a payoff letter from each Person or Persons to whom any Indebtedness is owed, in each case indicating that, upon repayment of the transactions contemplated hereby and therebysuch Indebtedness, and (b) such resolutions are Indebtedness shall be paid in full force and such Person or Persons shall no longer have any Encumbrance on any Purchased Asset, together with UCC termination statements (or authorizations to file such UCC termination statements) and other terminations or releases that, in the reasonable discretion of Buyer, are necessary to evidence and effect the release of any and are all the resolutions adopted Encumbrances in connection with the transactions contemplated hereby and therebysuch Indebtedness; (ivix) a certificate an invoice or payoff statement from each Person or Persons to whom any amounts of the Secretary (or equivalent officer) of Seller Transaction Expenses are owed, including the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderwiring instructions for each such Person; (vx) a good standing certificate Tax clearance certificates for each Seller from those states or local taxing authorities as reasonably requested by Xxxxx (or its equivalent) from to the secretary of state or similar Governmental Authority of extent applicable), dated not more than 30 days prior to the jurisdiction under the Laws in which the Target Company is organizedClosing Date; (vixi) the Consideration Spreadsheet contemplated in Section 2.6; (viievidence of assignment of those Patents and Patent applications set forth on Schedule 3.02(a)(xi) the FIRPTA Statementto Sellers from Xxxxxxxxx Xxxxxxxxxx and/or Xxx Xxxxx; and (viiixii) such other documents customary instruments of transfer, assumption, filings or instruments documents, in form and substance reasonably satisfactory to Buyer, as Holdings reasonably requests may be required to give effect to this Agreement and are reasonably necessary to consummate the transactions contemplated by this Agreementhereby. (b) At the Closing, Holdings Buyer and Acquisition Sub (as applicable) shall deliver to Seller Representative (or such other Person as may be specified herein) Sellers the following: (i) each the Closing Shares shall be issued in the name of the Promissory Notes made payable to each Seller and in the principal amounts set forth uncertificated book-entry form made available through Buyer’s transfer agent (unless otherwise determined by Buyer in the Consideration Spreadsheet, duly executed by Holdingsits sole discretion) pursuant to Article II; (ii) stock certificates representing the portion Preferred Shares shall be issued in the name of Holdings Equity allocated to each Seller in accordance uncertificated book-entry form made available through Buyer’s transfer agent (unless otherwise determined by Buyer in its sole discretion) pursuant to Article II; (iii) a non-revocable letter to Xxxxx’s transfer agent with such respect to the book-entry of the Closing Shares and the Preferred Shares, which letter cannot be amended without the prior written consent of the holders of a majority of the Closing Shares and Preferred Shares issued or issuable to Seller’s Pro Rata Sharestockholders pursuant to this Agreement; (iv) the Closing Cash; (v) evidence of its assumption of any Indebtedness and related fees with respect to that certain Indebtedness owed by the Sellers to Vertical Investors, as shown in the Consideration Spreadsheetform satisfactory to Sellers; (vi) the Bill of Sale, duly executed by Acquisition Sub; (vii) the Assignment and Assumption Agreement, duly executed by Acquisition Sub; and (viii) the Intellectual Property Assignment, duly executed by Acquisition Sub.

Closing Deliverables. (a) At or prior Subject to the terms and conditions of this Agreement, at the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) appropriate instruments of transfer, conveyance, sale and assignment in respect of the Purchased Assets, consisting of bills of sale, assignments, confirmation of notices sent to third parties holding any Purchased Assets, and such other good and sufficient instruments of conveyance and transfer (including, without limitation, any consents thereto by third parties necessary to make the same valid and effective, whether under any Assigned Contract or otherwise), in such form and containing such terms and provisions as Buyer may reasonably request, as shall be necessary to vest in Buyer all stock certificates held by the Sellers representing the Sharesright, title and interest in and to the extent such Shares are certificated at the time Purchased Assets free and clear of Closingany and all Encumbrances whatsoever; (ii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller and any certificate required by Section 1446 of the Code; (iii) the Tax Clearance Certificates and evidence, satisfactory to Buyer, of any required notifications described in Section 5.05(f); (iv) a certificate, dated as of the Closing Date and signed executed on behalf of each Seller Party by a duly authorized officer of its respective Chief Executive Officer, to the Target Company, effect that each of the conditions set forth in Section 8.2(aSections 6.01(a), 6.01(b) and Section 8.2(b6.01(c) have has been satisfied; (iiiv) a certificate of an officer of each Seller Party certifying as to (A) the Secretary (or equivalent officer) resolutions of the Target Company certifying that (a) attached thereto are true board of directors or managers of such Seller Party, as applicable, duly adopted and complete copies of all resolutions adopted by the Target Company Board authorizing in effect, which authorize the execution, delivery and performance of this Agreement and the Ancillary Documents transactions contemplated hereby, (B) the resolutions of the holders of the requisite voting power of the owners of such Seller Party, duly adopted and the consummation of in effect, which authorize the transactions contemplated hereby and therebyhereby, and (bC) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company such Seller Party authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedhereunder; (vi) the Consideration Spreadsheet License and evidence of approval from the CCC with respect to the Change of Ownership and Control Request (“COCR”) in relation to the License that will result from the consummation of the transactions contemplated in Section 2.6hereby (the “CCC Approval”); (vii) a Notice to Commence Operations at the FIRPTA StatementPremises from the CCC; (viii) the HCA, and the written consent from the City of Worcester to the assignment of the HCA or other evidence showing an HCA between the City of Worcester and Buyer and all other approvals, consents or waivers from the CCC or any other governmental authority necessary in order to permit the consummation of the Closing and the transactions contemplated hereunder or required for Buyer to operate the License, in each case in form and substance acceptable to Buyer; (ix) the Lease, written consent from the Landlord to the assignment of the Lease, and assignment of said Lease from Tenant to Buyer, in each case in form and substance acceptable to Buyer; (x) an accredited investor questionnaire substantially in the form attached hereto as Exhibit A (the “Accredited Investor Questionnaire”); and (viiixi) such other documents customary instruments of transfer, assumption, filings or instruments documents, in form and substance reasonably satisfactory to Buyer, as Holdings reasonably requests and are reasonably necessary may be required to consummate the transactions contemplated by give effect to this Agreement. (b) At the Closing, Holdings Buyer shall deliver deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered, the following: (i) each of the Promissory Notes made payable to each Seller Share Consideration (less the Share Consideration Holdback) and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdingscertificates representing such Buyer Shares; (ii) stock certificates representing the portion Closing Payment by wire transfer of Holdings Equity allocated to each Seller immediately available funds in accordance with such wire transfer instructions provided by Seller’s Pro Rata Share, as shown ; and (iii) the instruments described in the Consideration Spreadsheet;Section 2.02(a)(i) duly executed by Buyer.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative and Target shall deliver or cause to Holdings be delivered to Buyer the following: (i) all stock certificates held a share transfer form duly signed by Seller in respect of the Sellers representing transfer of the Shares, Target Shares from Seller to the extent such Shares are certificated at the time of ClosingBuyer; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer share certificate(s) in the name of Seller representing the Target Company, that each of Shares (if any) for the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedBuyer’s further transmission to Target for cancellation; (iii) a certificate certified true copy of the Secretary (or equivalent officer) updated register of members of Target evidencing the transfer of the Target Company certifying that (a) attached thereto are true Shares from Seller to Buyer, and complete copies recording Buyer as the registered legal holder of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyShares; (iv) a new share certificate of the Secretary (or equivalent officer) of representing the Target Company certifying the names and signatures of the officers of Shares issued by the Target Company authorized to sign this Agreement, in the Ancillary Documents and the other documents to be delivered hereunder and thereundername of Buyer; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which Seller Closing Certificate duly executed by Seller and the Target Company is organizedClosing Certificate duly executed by Target; (vi) a certificate of a director of Seller, dated as of the Consideration Spreadsheet contemplated in Section 2.6; Closing Date, (viiA) certifying true and complete copies of the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests resolutions adopted and are reasonably necessary to consummate passed by the Seller Board of Directors approving the transactions contemplated by this Agreement and the ARSHA, (B) attaching and certifying true and complete copies of the Seller’s Organizational Documents, (C) certifying the valid existence of Seller under the laws of the Cayman Islands and that there are no Government Proceedings for the dissolution or liquidation of Target or any of the Subsidiaries, and (D) certifying as to the signatures and authority of persons signing this Agreement, the ARSHA and related documents on behalf of Seller; and (vii) a certificate of a director of Target, dated as of the Closing Date, (A) certifying true and complete copies of resolutions adopted and passed by the Target Board of Directors approving the transactions contemplated by this Agreement (including without limitation the transfer of the Target Shares from Seller to Buyer), (B) attaching and certifying true and complete copies of the Target’s Organizational Documents, (C) certifying the valid existence of Target under the laws of the Cayman Islands and that there are no Government Proceedings for the dissolution or liquidation of Target or any of the Subsidiaries, and (D) certifying as to the signatures and authority of persons signing this Agreement and related documents on behalf of Target. (b) At the Closing, Holdings Buyer shall deliver or cause to be delivered to Seller Representative (or such other Person as may be specified herein) the following: (i) each a certified true copy of the Promissory Notes made payable updated register of members of Buyer recording and giving effect to each the issue and allotment of the Buyer Shares, credited as fully paid, to Seller, and recording Seller and in as the principal amounts set forth in registered legal holder of the Consideration Spreadsheet, duly executed by HoldingsBuyer Shares; (ii) stock certificates a new share certificate representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown Buyer Shares issued by Buyer in the Consideration Spreadsheetname of Seller; (iii) a copy of the Second Amended and Restated Memorandum and Articles of Association duly stamped by the Registrar of Companies in the Cayman Islands; (iv) the Buyer Closing Certificate duly executed by Buyer; and (v) a certificate of the Chief Executive Officer of Buyer, dated as of the Closing Date, (A) certifying true and complete copies of the resolutions adopted and passed by the Buyer Board of Directors and the Audit Committee of Buyer approving the transactions contemplated by this Agreement and the ARSHA, (B) attaching and certifying true and complete copies of the Buyer’s Organizational Documents, (C) certifying the valid existence of Buyer under the laws of the Cayman Islands and that there are no Government Proceedings for the dissolution or liquidation of Buyer or any of the Subsidiaries, and (D) certifying as to the signatures and authority of persons signing this Agreement, the ARSHA and related documents on behalf of Buyer.

Closing Deliverables. At the Closing: (a) At or prior to the Closing, the Seller Representative Purchaser shall deliver or cause to Holdings the followingbe delivered to Sellers: (i) a payment as per paragraph 2.5(a), which shall be delivered via Wife transfer of immediately available funds to an account designated by Sellers in advance thereof; (ii) the Security Agreement, duly executed by Purchaser; (iii) a certificate, dated as of the date of the Closing and executed by an executive officer of Purchaser on behalf of Purchaser, certifying the resolutions of the board of directors of Purchaser approving the execution, delivery and implementation of this Agreement and of all stock certificates held documents to be delivered by Purchaser in connection with this Agreement and the transaction contemplated hereby or thereby; and (iv) all Transfer Documentation duly executed by Purchaser; (b) Sellers representing shall deliver or cause to be delivered to Purchaser: (i) the SharesSecurity Agreement, to the extent such Shares are certificated at the time of Closingduly executed by Sellers; (ii) a certificatecertificate from the Government Entity in jurisdictions in which the Sellers are organized, dated within five (5) Business Days prior to the Closing Date and signed by a duly authorized officer date of the Target CompanyClosing, and certifying that each of the conditions set forth said entities are in Section 8.2(a) and Section 8.2(b) have been satisfiedgood standing; (iii) a certificate confirmation that all patents forming part of the Secretary Purchased Assets are registered in the name of ICTV US and that all renewal fees then outstanding have been paid (or equivalent officerotherwise, the fees for the transfer and/or the renewal fees will be paid by Purchaser and added to the Closing Adjustments); (iv) certified copies of the Target Company certifying that (a) attached thereto are true and complete copies resolutions of all resolutions adopted by the Target Company Board directors of each Seller authorizing the execution, delivery and performance implementation of this Agreement and the Ancillary Documents of all documents to be delivered by Sellers in connection with this Agreement and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;; and (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheetall Transfer Documentation not otherwise referenced above, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Sellers.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Company will have delivered or caused to be delivered to Holdings all of the followingfollowing in form and substance satisfactory to Holdings: (i) all stock certificates held copies of the resolutions unanimously and duly adopted by the Sellers representing Company's managers, authorizing the Sharesexecution, to delivery and performance by the extent such Shares are certificated at Company of this Agreement, and the time consummation of Closingall of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary of the Company; (ii) a certificate, certificate dated as of the Closing Date and signed by a duly authorized from an officer or manager of the Target Company, that Company and from each of the Members stating that the conditions set forth specified in Section 8.2(a) and Section 8.2(b) 5.3 have been satisfied;fully satisfied or waived by the Company and the Members, as applicable; and (iii) a certificate of good standing and existence form the Secretary (or equivalent officer) of State of the Target Company certifying that (a) attached thereto are true and complete copies State of all resolutions adopted by Texas, of a recent date, with respect to the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementCompany. (b) At the Closing, Holdings shall deliver will have delivered or caused to Seller Representative (or such other Person as may be specified herein) delivered to the followingCompany and the Members each of the following in form and substance satisfactory to the Company and the Members: (i) each a certificate of the Promissory Notes made payable to each Seller secretary of Holdings and in GAI, certifying (A) that a true, correct and complete copy of the principal amounts set forth in articles of incorporation of Holdings and articles of organization of GAI, respectively, is attached, and (B) that a true, correct and complete copy of the Consideration Spreadsheetbylaws of Holdings and the regulations of GAI, duly executed by Holdingsrespectively, is attached; (ii) stock copies of the resolutions unanimously and duly adopted by the board of directors of Holdings and the managers of GAI, respectively, authorizing the execution, delivery and performance by Holdings and GAI of this Agreement, and the consummation of all of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary of Holdings and GAI, as applicable; (iii) a certificate dated as of the Closing Date from an officer of each of GAI and Holdings and the Holdings Shareholder stating that the conditions specified in section 5.2 have been fully satisfied or waived by GAI, Holdings and the Holdings Shareholders, as applicable; (iv) certificates representing the portion an aggregate of 1,465,200 shares of Holdings Equity allocated Common Stock, issued to each Seller the Members in accordance with such Seller’s Pro Rata ShareSection 2.5(b) above; and (v) a certificate of existence and good standing from the Secretaries of State of the States of Colorado and Texas, each of a recent date, with respect to Holdings and GAI, as shown in the Consideration Spreadsheet;applicable.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative each Contributor shall deliver to Holdings the Company and/or OpCo, as applicable, the following: (i) all stock certificates held In the case of HoldCo, an assignment of the HoldCo Assets in substantially the form attached as Exhibit B-1, duly executed and delivered by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingHoldCo; (ii) a certificate, dated In the Closing Date and signed by a duly authorized officer case of the Target CompanyContributors other than HoldCo, that each an assignment of such Contributor’s Contributed Assets in substantially the conditions set forth in Section 8.2(a) form attached hereto as Exhibit B-2, duly executed and Section 8.2(b) have been satisfieddelivered by such Contributor; (iii) A certification of non-foreign status with respect to such Contributor, or if such Contributor is a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution“disregarded entity,” with respect to its regarded owner, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection a form consistent with the transactions contemplated hereby and thereby;Treasury Regulation Section 1.1445-2(b)(2)(iv)(i); and (iv) a certificate A release of all liens, mortgages, deeds of trust or other encumbrances, in form reasonably acceptable to the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this AgreementCompany, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) affecting such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementContributor’s respective Contributed Assets, if any. (b) At the Closing, Holdings the Company and/or OpCo, as applicable, shall deliver or pay, as applicable, the following to Seller Representative (or such other Person as may be specified herein) the followingeach applicable Contributor: (i) each of the Promissory Notes made payable The assignment delivered by HoldCo pursuant to each Seller and in the principal amounts set forth in the Consideration SpreadsheetSection 2.5(a)(i) above, duly executed and delivered by HoldingsOpCo and the Company; (ii) stock certificates representing Each assignment delivered by the portion Contributors pursuant to Section 2.5(a)(ii) above, duly executed and delivered by OpCo; (iii) The Asset Common Stock and HoldCo Common Stock, validly issued (and reflected on the books and records of Holdings Equity allocated to each Seller the Company) in accordance with the terms of this Agreement; provided, however, to the extent a Contributor is selling any shares of Common Stock pursuant to the Underwriting Agreement, said shares will be delivered to the Company’s custodian on behalf of such Seller’s Pro Rata ShareContributor; and (iv) The Rising Star Cash, the Xxxxxxx Cash and the Xxxxxxx XX Cash (by wire transfer of immediately available funds to an account designated in writing by the applicable Contributor to the Company as shown soon as practicable but in no event later than two (2) business days after the Consideration Spreadsheet;Pricing Date).

Closing Deliverables. (a) At or prior Subject to the terms and conditions of this Agreement, at the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) all stock certificates held by the Sellers representing the Sharessuch bills of sale, assignments and such other instruments of transfer as shall transfer to Buyer full title to the extent such Shares are certificated at Purchased Assets free and clear of all Encumbrances, in form and substance mutually acceptable to the time of Closingparties hereto; (ii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller and any certificate required by Section 1446 of the Code; (iii) the Tax Clearance Certificates and evidence, satisfactory to Buyer, of any required notifications described in Section 5.05(f); (iv) a certificate, dated as of the Closing Date and signed executed on behalf of Seller by a duly authorized officer of its Chief Executive Officer, to the Target Company, effect that each of the conditions set forth in Section 8.2(aSections 6.01(a), 6.01(b) and Section 8.2(b6.01(c) have has been satisfied; (iiiv) a certificate of an officer of Seller certifying as to (A) the Secretary (or equivalent officer) resolutions of the Target Company certifying that (a) attached thereto are true board of directors of Seller, duly adopted and complete copies of all resolutions adopted by the Target Company Board authorizing in effect, which authorize the execution, delivery and performance of this Agreement and the Ancillary Documents transactions contemplated hereby, (B) the resolutions of the holders of the requisite voting power of the capital stock of Seller, duly adopted and the consummation of in effect, which authorize the transactions contemplated hereby and therebyhereby, and (bC) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company Seller authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedhereunder; (vi) a written consent and release agreement, in substantially the Consideration Spreadsheet contemplated in Section 2.6form and substance of Exhibit A attached here to, from Acreage Holdings, Inc. (the “Lender Consent and Release Agreement”); (vii) written consent from the FIRPTA StatementCity of Framingham to the assignment of the HCA or other evidence showing an HCA between the City of Framingham and Buyer and all other approvals or consents required to operate the License, in each case in form and substance acceptable to Buyer; (viii) the Lease, as approved by Buyer in accordance with Section 5.02(d)(ii), which Lease authorizes assignment to Buyer, and assignment of said Lease to Buyer on forms acceptable to Buyer; (ix) an accredited investor questionnaire substantially in the form attached hereto as Exhibit B (the “Accredited Investor Questionnaire”); and (viiix) such other documents customary instruments of transfer, assumption, filings or instruments documents, in form and substance reasonably satisfactory to Buyer, as Holdings reasonably requests and are reasonably necessary may be required to consummate the transactions contemplated by give effect to this Agreement. (b) At the Closing, Holdings Buyer shall deliver deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered, the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;Share Consideration; and (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller instruments described in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Section 2.02(a)(i) duly executed by Buyer.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company or the Sellers, as applicable, will deliver to Holdings Buyer: (a) the followingoriginal share certificates representing the Shares in the name of the Sellers, together with valid share transfer forms in respect of the Shares, duly executed by the Sellers in favour of Buyer together with a working sheet signed by a director or secretary of the Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Stamp Duty Branch of the Inland Revenue Authority of Singapore for the purpose of assessing the Stamp Duty payable on a transfer of shares; (b) certified true copies of the resolutions passed by the Board of Directors of the Company: (i) all stock certificates held by approving the Sellers representing transfer of the Shares, Shares to the extent such Shares are certificated at the time of ClosingBuyer; (ii) a certificate, dated authorising the Closing Date and signed by a duly authorized officer issue of new share certificates in respect of the Target Company, that each Shares in favour of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedBuyer; (iii) a certificate approving the entry of the Secretary (or equivalent officer) name of Buyer into the register of members of the Target Company certifying that (a) attached thereto are true and complete copies as the holder of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement Shares and the Ancillary Documents and the consummation making of such other entries into other corporate records of the transactions contemplated hereby Company as may be necessary to effectuate and thereby, and (b) such resolutions are in full force and effect and are all reflect the resolutions adopted in connection with the transactions contemplated hereby and therebyAcquisition; (iv) a certificate effecting and accepting the resignation of the Secretary (or equivalent officerdirectors, officers and secretary(ies) of the Target Company certifying Company, with effect from the names Closing and signatures appointing as its directors, officers and secretary(ies) of the officers of the Target Company authorized to sign this AgreementCompany, the Ancillary Documents and person(s) nominated by Buyer as notified to the other documents to be delivered hereunder and thereunder;Sellers in writing, with effect from the Closing Date; and (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority revoking all existing authorities to banks in respect of the jurisdiction under the Laws operation of its bank accounts and giving authority in which the Target Company is organizedfavour of such persons as Buyer may nominate to operate such accounts; (vic) certified true copies of the Consideration Spreadsheet contemplated in Section 2.6;resolutions passed by the Board of Directors of each Seller that is not an individual (if applicable): (viii) approving the FIRPTA Statementsale of the Shares held by such Seller to Buyer; and (viiiii) authorising the execution by such Seller of all other documents and agreements ancillary or instruments as Holdings reasonably requests pursuant thereto or in connection therewith, and are reasonably necessary to consummate the transactions contemplated by this Agreement.execution thereof (where necessary) under the common seal of such Seller; (bd) At a letter duly signed by each officer, secretary or director of the Company (the “Company Officers”) tendering his or her resignation as officer, secretary or director of the Company and/or all offices or places of profit under the Company, to be effective as of the Closing, Holdings shall deliver in the form attached hereto as Exhibit E (the “Director and Officer Resignation Letter”); (e) deeds executed by the Sellers and each of the Company Officers confirming that they each have no claim against the Company (including without limitation, in respect of the Company Officers, for compensation for loss of office, but excluding indemnity obligations of the Company to Seller Representative the Company Officers under the articles of association and bylaws (or similar organizational documents) of the Company or any insurance policy maintained by the Company for the benefit of the Company Officers (“Inchoate Indemnity Claims”)) and if there are any claims that they shall release and disclaim all their rights to such other Person claims, which deeds shall be substantially in the form attached hereto as Exhibit H (the “Deed of Confirmation and Release”); (f) such waivers or consents as may be specified hereinnecessary to enable Buyer to be registered in the register of members of the Company as holder of any and all of the Shares; (g) the following:certificates of title, title deeds, leases and tenancy agreements and all other documentation relating to the Property; (h) all financial, accounting and tax records of the Company (including, without limitation, all management accounts, correspondence with government, governmental agencies, statutory bodies or revenue authorities, banks and other financiers, customers and vendors for the Company); (i) each the notice of incorporation, common seals, the memorandum and articles of association, cheque books and all statutory and other books and records and current business registration certificates and business licences of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, Company (duly executed by Holdingswritten up-to-date); (j) a list of all bank accounts maintained by the Company; (k) bank statements of all bank accounts of the Company as at the Close of Business on the last Business Day prior to the Closing Date, together with directions, in the agreed form, varying and/or replacing the mandates given to such banks by the Company; (l) an acknowledgment in the agreed form from the Sellers that there is no Indebtedness owing at Closing from the Company to any Sellers and that all Seller-Related Guarantees have been fully and completely discharged as at Closing. For the purposes of this provision, “Seller-Related Guarantees” means all guarantees, indemnities, counter-indemnities and letters of comfort of any nature whatsoever: (i) given to any third party by the Company in respect of any Liability of the Seller or (ii) stock certificates representing the portion of Holdings Equity allocated given to each any third party by any Seller in accordance with such Seller’s Pro Rata Share, as shown in respect of any Liability of the Consideration Spreadsheet;Company; and

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) all stock certificates held a xxxx of sale in form and substance satisfactory to Buyer (the “Xxxx of Sale”) and duly executed by Seller, transferring the Sellers representing Tangible Personal Property included in the Shares, Purchased Assets to the extent such Shares are certificated at the time of ClosingBuyer; (ii) a certificatean assignment and assumption agreement in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, dated effecting the Closing Date assignment to and signed assumption by a duly authorized officer Buyer of the Target Company, that each of Purchased Assets and the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedAssumed Liabilities; (iii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to (A) the Target Company certifying that (a) attached thereto are true resolutions of the board of directors and complete copies the shareholders of all resolutions adopted by the Target Company Board authorizing Seller, which authorize the execution, delivery delivery, and performance of this Agreement, the Xxxx of Sale, the Assignment and Assumption Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents; (iv) such other customary instruments of transfer or assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement; and (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price (less any amounts which may be withheld for outstanding Tax Liabilities); (ii) the Assignment and Assumption Agreement duly executed by Buyer; and (iii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, which authorize the execution, delivery, and performance of this Agreement and the Ancillary Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (bB) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company Buyer authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementTransaction Documents; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Company will have delivered or caused to be delivered to Holdings all of the followingfollowing in form and substance satisfactory to Holdings: (i) all stock certificates held copies of the resolutions unanimously and duly adopted by the Sellers representing Company's board of directors, authorizing the Sharesexecution, to delivery and performance by the extent such Shares are certificated at Company of this Agreement, and the time consummation of Closingall of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary of the Company; (ii) a certificate, certificate dated as of the Closing Date and signed by a duly authorized from an officer of the Target Company, that Company and from each of the Company Shareholders stating that the conditions set forth specified in Section 8.2(a) and Section 8.2(b) 5.3 have been satisfied;fully satisfied or waived by the Company and the Company Shareholders, as applicable; and (iii) a certificate of good standing and existence form the Secretary (or equivalent officer) of State of the Target Company certifying that (a) attached thereto are true and complete copies State of all resolutions adopted by Nevada, of a recent date, with respect to the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementCompany. (b) At the Closing, Holdings shall deliver will have delivered or caused to Seller Representative (or such other Person as may be specified herein) delivered to the followingCompany and the Company Shareholders each of the following in form and substance satisfactory to the Company and the Company Shareholders: (i) each a certificate of the Promissory Notes made payable to each Seller secretary of Holdings and in TAI, certifying (A) that a true, correct and complete copy of the principal amounts set forth in articles of incorporation of Holdings and TAI, as applicable is attached, and (B) that a true, correct and complete copy of the Consideration Spreadsheetbylaws of Holdings and TAI, duly executed by Holdingsas applicable is attached; (ii) stock copies of the resolutions unanimously and duly adopted by each of Holdings' and TAI's boards of directors authorizing the execution, delivery and performance by Holdings and TAI of this Agreement, and the consummation of all of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary or assistant secretary of Holdings and TAI, as applicable; (iii) a certificate dated as of the Closing Date from an officer of each of TAI and Holdings and the Holdings Shareholder stating that the conditions specified in section 5.2 have been fully satisfied or waived by TAI, Holdings and the Holdings Shareholders, as applicable; (iv) certificates representing the portion an aggregate of [13,461,200] shares of Holdings Equity allocated Common Stock, issued to each Seller the Company Shareholders in accordance with such Seller’s Pro Rata ShareSection 2.5(b) above; and (v) a certificate of existence and good standing from the Secretaries of State of the States of Colorado and Nevada, each of a recent date, with respect to Holdings and TAI, as shown in the Consideration Spreadsheet;applicable.

Closing Deliverables. (a) At In addition to any other documents to be delivered or prior actions to be taken under other provisions of this Agreement, at the Closing, the Seller Representative Parties shall deliver to Holdings the followingBuyer: (ia) all stock certificates held by the Sellers representing the Shares, One or more executed bills of sale in form and substance reasonably satisfactory to the extent such Shares are certificated at Buyer transferring to the time of ClosingBuyer all tangible assets included in the Acquired Assets; (iib) a certificate, dated the Closing Date and signed by a duly authorized officer In respect of the Target CompanyAcquired Assets, that each such documents as Buyer may reasonably require to effect the transfer to the Buyer of the conditions set forth in Section 8.2(a) Seller Parties’ interests therein free and Section 8.2(b) have been satisfiedclear of all Liens, other than Liens arising as a result of any action taken by any Buyer or any of its Affiliates; (iiic) a certificate Counterparts of all Related Agreements executed by the parties thereto, as applicable; (d) Certified copies of the Secretary (or equivalent officer) resolutions of the Target Company certifying that (a) attached thereto are true managers and complete copies the members of all resolutions adopted by the Target Company Board Seller Parties authorizing the execution, delivery delivery, and performance of this Agreement and by the Ancillary Documents Seller Parties and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyprovided for herein; (ive) a certificate An executed assignment and assumption of the Secretary (or equivalent officer) of Seller Parties Intellectual Property Rights, in form and substance reasonably acceptable to the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderBuyer; (vf) a good standing certificate (or its equivalent) from A receipt for the secretary of state or similar Governmental Authority cash portion of the jurisdiction under Initial Purchase Price received in accordance with the Laws instructions of the Seller Parties and an acknowledgement of the issuance of the Closing Shares in which the Target Company is organizedSeller’s name when delivered to the Buyer to be held in accordance with the Pledge Agreement; (vig) A non-foreign affidavit dated as of the Consideration Spreadsheet contemplated Closing Date, sworn under penalty of perjury and in Section 2.6; (vii) the FIRPTA Statementform required under treasury regulations issued pursuant to Code §1445 stating that no Seller Party is a foreign person as defined in Code §1445; and (viiih) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate Certificates of the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative Secretaries of State (or such other Person applicable office) in each jurisdiction in which the Seller Parties are organized, dated as may be specified herein) the following: (i) each of the Promissory Notes made payable Closing Date (or as close thereto as reasonably practicable), certifying as to each Seller the good standing (to the extent such concept is recognized in such jurisdiction) and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion non-delinquent status of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;entities.

Closing Deliverables. (a) At Buyer shall have furnished to Seller or prior to the ClosingABN AMRO, the Seller Representative shall deliver to Holdings as applicable, the following: (ia) all stock certificates held the Base Purchase Price by wire transfer of immediately available funds from the Sellers representing the Shares, PC Escrow Account to the extent such Shares are certificated at the time of ClosingABN AMRO Escrow Account; (iib) the Transitional Services Agreement, dated as of the Closing Date, duly executed by an authorized representative of Buyer; (c) the License Agreement, dated as of the Closing Date, duly executed by an authorized representative of Buyer; (d) the Assignment and Assumption Agreement, dated as of the Closing Date, duly executed by an authorized representative of Buyer; (e) the ABN AMRO Escrow Agreement, dated as of the Closing Date, duly executed by an authorized representative of Buyer; (f) a certificate, dated the Closing Date and signed duly executed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company Buyer, certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board members and the co-managing members of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents Related Agreements and the consummation of the transactions contemplated hereby and thereby, and (b) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivg) a certificate certificate, dated the Closing Date and executed by a duly authorized officer of Buyer, certifying that each of the Secretary (or equivalent officer) of the Target Company certifying the names conditions set forth in Sections ‎9.1, ‎9.2 and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement‎9.3 have been satisfied; and (viiih) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementa Resale Certificate. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings Newco the following: (i) all stock certificates held a certificate, dated the Closing Date and signed by a duly authorized officer of the Sellers representing Company, certifying that each of the Shares, to the extent such Shares are certificated at the time of Closingconditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board and consents set forth in Section 3.02 authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (B) all such resolutions and consents are in full force and effect and are all the resolutions and consents adopted in connection with the transactions contemplated hereby and thereby; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Company, certifying the names and signatures of the authorized officers, managers, or members of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (iv) a good standing certificate with respect to the Company from each of the Secretary of State of Delaware and the Secretary of State of California; (v) the Estimated Closing Working Capital Statement contemplated in Section 2.08; (vi) a xxxx of sale, in customary form satisfactory to the parties hereto (the “Xxxx of Sale”), duly executed by the Company, transferring the tangible personal property included in the Purchased Assets to Newco; (vii) an assignment and assumption agreement, in customary form satisfactory to the parties hereto (the “Assignment and Assumption Agreement”), duly executed by the Company, effecting the assignment to and assumption by Newco of the Purchased Assets and the Assumed Liabilities; (viii) an assignment or assignments, in customary form satisfactory to the parties hereto (the “Intellectual Property Assignments”), duly executed by the Company, transferring all of the Company’s right, title and interest in and to the Company Intellectual Property to Newco; (ix) with respect to each lease, an Assignment and Assumption of Lease, in customary form satisfactory to the parties hereto (each, an “Assignment and Assumption of Lease”), duly executed by the Company; (x) the FIRPTA Certificate; and (xi) such other documents or instruments as Aspen or Newco reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Aspen and Newco, as applicable, shall deliver to the Company or Linden (and/or to such other Persons as the Company or Linden may direct) the following: (i) the Purchase Price less, with respect to the cash portion thereof, the Holdback Amount and payable, with respect to the cash portion thereof, by wire transfer of immediately available funds; (ii) the Promissory Note, cancelled and marked paid; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of Aspen and Newco, certifying that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied; (iv) a certificate, dated the Closing Date and signed by the Secretary or an Assistant Secretary (or equivalent officer) of Aspen and Newco, certifying that attached thereto are true and complete copies of all resolutions or written authorizations adopted by the board of directors of Aspen and manager of Newco authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions and written authorizations are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivv) a certificate of certificate, dated the Closing Date and signed by the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company Aspen and Newco, certifying the names and signatures of the officers or manager, as applicable, of the Target Company Aspen and Newco authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6Assignment and Assumption Agreement duly executed by Newco; (vii) the FIRPTA Statementwith respect to each lease, an Assignment and Assumption of Lease duly executed by Newco; and (viii) such other documents or instruments as Holdings the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings the Parent the following: (i) all stock certificates held the Employment Agreement duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingCompany and Xxxxx Xxxxxxxx; (ii) [intentionally omitted]; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.01(a) and Section 8.2(b7.01(b) have has been satisfied; (iiiiv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery delivery, and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (bB) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyhereby; (ivv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunderhereunder; (vvi) a good standing certificate (or its equivalent) for the Company from the secretary Secretary of state or similar Governmental Authority State of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6State of Nevada; (vii) at least one Business Day prior to the FIRPTA StatementClosing Date, the Closing Payment Certificate; (viii) a certificate from the Company, dated as of the Closing Date, certifying to the effect that no interest in the Company is a U.S. real property interest (such certificate in the form required by Treasury Regulation Section 1.897-2(h) and 1.1445-3(c)); and (viiiix) such other documents or instruments as Holdings the Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings the Parent shall deliver to Seller Representative (or such other Person as may be specified herein) the followingdeliver: (i) each of the Promissory Notes made payable to each Seller Stockholder (and subject to Section 2.09(b)): (A) his or it respective Promissory Note; and (B) stock certificates representing such Stockholder’s Pro Rata Share of Parent Preferred Shares issuable pursuant Section 2.08(a) and in accordance with the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;Closing Payment Certificate. (ii) stock certificates representing [intentionally omitted]. (iii) to the portion Company: (A) a certificate, dated the Closing Date and signed by a duly authorized officer of Holdings Equity allocated the Parent, that each of the conditions set forth in Section 7.02(a) and Section 7.02(b) has been satisfied; (B) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Parent and the Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the Parent Board and the Board of Directors of the Merger Sub authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (C) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Parent and the Merger Sub certifying the names and signatures of the officers of the Parent and the Merger Sub authorized to each Seller in accordance with sign this Agreement and the other documents to be delivered hereunder; and (D) such Seller’s Pro Rata Share, other documents or instruments as shown in the Consideration Spreadsheet;Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company and HoldCo will deliver or cause to Holdings the followingbe delivered: (i) all stock certificates held to SPAC Successor, a certificate signed by an officer of the Sellers representing Company, solely in his or her capacity as such, dated as of the SharesClosing Date, certifying that, to the extent knowledge and belief of such Shares are certificated at officer, the time of Closing;conditions specified in Section 11.2(a), Section 11.2(b), Section 11.2(c) and Section 11.2(d) have been fulfilled; and (ii) a certificateto SPAC Successor, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Investor Rights Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated duly executed by this AgreementHoldCo. (b) At the Closing, Holdings shall SPAC Successor will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered: (i) each to the Company, a certificate signed by an officer of SPAC Successor, solely in his or her capacity as such, dated as of the Promissory Notes made payable Closing Date, certifying that, to each Seller the knowledge and belief of such officer, the conditions specified in Section 11.3(a), Section 11.3(b), and Section 11.3(c) have been fulfilled; and (ii) to the principal amounts set forth in Company, the Consideration SpreadsheetInvestor Rights Agreement, duly executed by Holdings;the Sponsor. (c) At least five (5) Business Days prior to the Closing Date, the Company shall cause the Chief Financial Officer of the Company, solely in his or her capacity as such, to deliver to SPAC a certificate certified by such Chief Financial Officer (solely in his or her capacity as such) setting forth: (i) the Company’s good faith estimate of the Transaction Expenses, including reasonable supporting materials for the amount of each item included in Transaction Expenses, and (ii) stock certificates representing the portion Payment Spreadsheet and the Rollover Spreadsheet. (d) SPAC shall cause the Chief Financial Officer of Holdings Equity allocated SPAC, solely in his or her capacity as such, to deliver to the Company a certificate certified by such Chief Financial Officer (solely in his or her capacity as such) setting forth SPAC’s good faith estimate of (i) at least five (5) Business Days prior to the Closing Date, the SPAC Transaction Expenses, including reasonable supporting materials for the amount of each Seller item included in accordance SPAC Transaction Expenses and (ii) at least two (2) Business Days prior to the Closing Date, (x) the SPAC Share Redemption Amount and (y) Closing Available Cash. (e) On the Closing Date, substantially concurrently with such Seller’s Pro Rata Sharethe Merger Effective Time, the Surviving Company shall pay or cause to be paid, by wire transfer of immediately available funds, upon the release of proceeds from the Trust Account, (x) all transaction expenses of SPAC (which shall include any outstanding amounts under any Working Capital Loans) that are accrued and unpaid (“SPAC Transaction Expenses”), as shown set forth on a written statement to be delivered by SPAC to the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing, and (y) all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to SPAC by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided that any such payment of Unpaid Transaction Expenses shall be treated as having been made on behalf of the Person that incurred such Unpaid Transaction Expenses and result after Closing in an intercompany obligation from such Person to the Consideration Spreadsheet;Surviving Company; provided, further, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll.

Closing Deliverables. (a) At or prior to the Closing, MAII and the Seller Representative shall deliver Company will have delivered or caused to be delivered to Holdings all of the followingfollowing in form and substance satisfactory to Holdings: (i) all stock certificates held a certificate of the secretary or assistant secretary of the Company, certifying (A) as to the names and true signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered by the Sellers representing Company hereunder, (B) that a true, correct and complete copy of the Sharesarticles of organization of the Company is attached, to and (C) that a true, correct and complete copy of the extent such Shares are certificated at bylaws of the time of ClosingCompany is attached; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer certificate of the Target Companysecretary or assistant secretary of MAII, that each certifying (A) as to the names and true signatures of the conditions set forth in Section 8.2(aofficers of MAII authorized to sign this Agreement and the other documents to be delivered by MAII hereunder, (B) that a true, correct and Section 8.2(bcomplete copy of the articles of incorporation of MAII is attached, and (C) have been satisfiedthat a true, correct and complete copy of the bylaws of MAII is attached; (iii) a certificate copies of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true resolutions unanimously and complete copies of all resolutions duly adopted by MAII's and the Target Company Board Company's boards of directors, authorizing the execution, delivery and performance by MAII and the Company of this Agreement and the Ancillary Documents Agreement, and the consummation of all of the other transactions contemplated hereby hereunder and therebythereunder, certified as of the Closing Date by the secretary or assistant secretary of MAII and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyCompany, as applicable; (iv) a certificate dated as of the Secretary (or equivalent officer) Closing Date from an officer of the Target Company certifying the names and signatures each of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents MAII and the other documents to be delivered hereunder and thereunderCompany stating that the conditions specified in Section 5.3 have been fully satisfied or waived by Holdings; (v) a certificate of good standing certificate (or its equivalent) from and existence form the secretary Secretaries of state or similar Governmental Authority State of the jurisdiction under State of Delaware and Nevada, each of a recent date, with respect to MAII and the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementCompany; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementapplicable. (b) At the Closing, Holdings shall deliver will have delivered or caused to Seller Representative (or such other Person as may be specified herein) delivered to MAII of the followingfollowing in form and substance satisfactory to MAII: (i) each a certificate of the Promissory Notes made payable secretary or assistant secretary of Holdings, certifying (A) as to each Seller the names and in true signatures of the principal amounts set forth in officers of Holdings authorized to sign this Agreement and the Consideration Spreadsheetother documents to be delivered by Holdings hereunder, duly executed by Holdings(B) that a true, correct and complete copy of the articles of incorporation of Holdings is attached, and (C) that a true, correct and complete copy of the bylaws of Holdings is attached; (ii) stock certificates copies of the resolutions unanimously and duly adopted by Holdings' and CAI's boards of directors authorizing the execution, delivery and performance by Holdings of this Agreement, and the consummation of all of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary or assistant secretary of Holdings; (iii) a certificate dated as of the Closing Date from an officer of each of CAI and Holdings stating that the conditions specified in section 5.2 have been fully satisfied or waived by MAII and the Company; (iv) a certificate representing the portion 8,250,000 shares of Holdings Equity allocated Common Stock; and (v) a certificate of existence and good standing from the Secretaries of State of the States of Delaware and Nevada, each of a recent date, with respect to each Seller in accordance with such Seller’s Pro Rata ShareHoldings and CAI, as shown in the Consideration Spreadsheet;applicable.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Companies shall deliver (or cause to Holdings be delivered as may be specified herein) to Verano the following: (i) lock-up acknowledgements, each substantially in the form attached as Exhibit A (each, a “Lock-Up Acknowledgement”), that cover at least 75% of all stock certificates held of the Share Consideration to be issued in the Company Mergers and the Exchanges, duly executed by the Sellers representing the Shares, to the extent Persons receiving such Shares are certificated at the time of ClosingShare Consideration; (ii) resignations of certain managers and officers of each Company pursuant to Section 5.07; (iii) a certificate, dated as of the Closing Date and signed by a duly authorized officer officers of the Target each Company, that each of the conditions set forth in Section 8.2(a7.02(a) and Section 8.2(b7.02(b) have been satisfied; (iiiiv) a certificate of the Secretary (or equivalent officer) of the Target each Company certifying (1) that (a) attached thereto are true and complete copies of all resolutions adopted by the Target applicable Company Board authorizing approving the execution, execution and delivery and performance of this Agreement and each Ancillary Document to which such Company is a party, and the performance by such Company and its Company Subsidiaries of their respective obligations under this Agreement and such Ancillary Documents (subject to approval of a majority of the Members of each Company), (2) that attached thereto are true and complete copies of resolutions adopted by a majority of the Members of each Company approving the execution and delivery of this Agreement and each Ancillary Document to which such Company is a party, and the consummation performance by such Company and its Company Subsidiaries of the transactions contemplated hereby their respective obligations under this Agreement and therebysuch Ancillary Documents, (3) that all such resolutions referenced in clauses (1) and (b2) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (4) the names and signatures of the officers of such Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder to which such Company is a party; (v) a good standing certificate (or its equivalent) for each Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which such Company is formed; (vi) the Company FIRPTA Statements; and (vii) such other documents or instruments as Verano reasonably requests prior to the Closing Date and that are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Verano shall deliver (or cause to be delivered by PubCo or such other Person as may be specified herein) to the Companies (or such other Person as may be specified herein) the following: (i) to the Exchange Agent, the aggregate Closing Consideration payable and issuable in the Company Mergers and in the Exchanges; (ii) Convertible Notes duly executed and payable to the Members as set forth in the Consideration Spreadsheet; (iii) payment to third parties by wire transfer of immediately available funds that amount of money due and owing from the Companies to such third parties as Transaction Expenses, as set forth on the Merger Consideration Statement; (iv) payment to holders of outstanding Indebtedness , if any, by wire transfer of immediately available funds, that amount of money due and owing from any Company to such holder of outstanding Indebtedness, as set forth on the Merger Consideration Statement; (v) the issuance of shares of PubCo as payment for the Broker Fees as set forth on Schedule 3.09 and the Consideration Spreadsheet; (vi) a certificate, dated as of the Closing Date and signed by duly authorized officers of Verano, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied; (vii) a certificate of the Secretary (or equivalent officer) of Verano certifying (1) that attached thereto are true and complete copies of all resolutions adopted by the Target Company certifying Verano Board approving the execution and delivery of this Agreement and each Ancillary Document to which Verano is a party, and the performance by Verano and the Verano Subsidiaries of their respective obligations under this Agreement and such Ancillary Documents, (2) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, and (3) the names and signatures of the officers of the Target Company Verano authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vviii) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedVerano FIRPTA Statements; (viix) lock-up agreements duly executed by or on behalf of the Consideration Spreadsheet contemplated Persons receiving Verano Merger Shares containing the same transfer restrictions as set forth in Section 2.6; the Lock-Up Acknowledgment and that cover at least a number of Verano Merger Shares equal to (vii1) 75% of all of the FIRPTA StatementVerano Merger Shares, minus (2) all Verano Merger Shares subject to existing lock-up restrictions, in all cases as in effect on the date of this Agreement and that have been disclosed to Member Representative prior to the date hereof; and (viiix) such other documents or instruments as Holdings the Companies reasonably requests and request prior to the Closing Date that are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Buyer will make the payments specified in Section 2.3 and will deliver, or cause to Holdings be delivered, to the followingSeller, as applicable: (i) all stock certificates held the officer’s certificate contemplated by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingSection 7.3(c); (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedexecuted Assignment; (iii) a certificate duly executed by the secretary or any assistant secretary of the Secretary Buyer, dated as of the Closing, attaching and certifying on behalf of the Buyer (A) the Organizational Documents of the Buyer and (B) the resolutions of the board of directors (or equivalent officerother appropriate governing body) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board Buyer authorizing the execution, delivery and performance by the Buyer of this Agreement the Transaction Documents to which it is a party and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate duly executed counterpart of the Secretary Transition Services Agreement; and (v) such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required or requested by the Seller to consummate the transactions contemplated hereby. (b) At the Closing, the Seller will deliver, or cause to be delivered, to the Buyer: (i) a duly executed Assignment; (ii) the officer’s certificates contemplated by Section 7.2(d); (iii) a certificate duly executed by the secretary or any assistant secretary of the Seller, dated as of the Closing, attaching and certifying on behalf of the Seller (A) the Organizational Documents of the Seller and (B) the resolutions of the board of directors of the Seller authorizing the execution, delivery and performance by the Seller of the Transaction Documents to which it is a party and the transactions contemplated thereby; (iv) a properly completed certificate described in Treasury Regulations Section 1.1445-2 dated on or before the Closing Date stating that the Seller (or equivalent officerSeller’s regarded parent if Seller is a disregarded entity) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderis not a foreign person; (v) resignation letters from the individuals listed on Section 2.6(b)(v) of the Seller Disclosure Letter; (vi) a good standing certificate (or its equivalent) for each Company from the secretary Secretary of state State or similar Governmental Authority of the jurisdiction under of formation or organization of such Company, in each case dated as of a date within five Business Days before the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6Closing Date; (vii) copies of the FIRPTA Statementthird party consents and approvals identified in Section 3.3(c) and Section 4.3(c) of the Seller Disclosure Letter; (viii) the Inventory Reconciliations; (ix) a duly executed counterpart of the Transition Services Agreement; and (viiix) such other documents or and instruments as Holdings may be required by any other provision of this Agreement or as may reasonably requests and are reasonably necessary be required or requested by the Buyer to consummate the transactions contemplated by this Agreementhereby. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, each Contributor shall deliver, or cause to be delivered, to the Seller Representative shall deliver Operating Partnership all documents necessary or appropriate to Holdings consummate the Closing, including the following, all in form and substance reasonably acceptable to the Operating Partnership: (i) an Assignment and Assumption Agreement in substantially the form set forth in Exhibit E attached hereto transferring all stock certificates held by the Sellers representing the Sharesof such Contributor’s right, title and interest in and to the extent such Shares are certificated at Initial Property Owner to the time of ClosingOperating Partnership (“Assignment and Assumption Agreement”); (ii) a certificateA certificate from such Contributor certifying to the Operating Partnership (i) the accuracy of such Contributor’s representations and warranties made by Contributor hereunder, dated and (ii) the Closing Date accuracy and signed by a duly authorized officer current enforceability of the Target Company, that each organizational documents for the Initial Property Owner and (iii) the absence of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedany Fund Material Adverse Effect; (iii) a certificate all documents and instruments, if any, necessary to reflect the change in the general partner and limited partners of the Secretary (or equivalent officer) Initial Property Owner in its state of formation and each state in which the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyInitial Property Owner is qualified; (iv) an affidavit certifying that such Contributor is not a certificate “foreign person,” as that term is defined by Section 1445 of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderCode; (v) all documents required by a good standing certificate (lender in connection with the assumption or its equivalent) from the secretary prepayment of state any existing loan at or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedprior to Closing, duly executed by each applicable party; (vi) a duly executed copy of the Consideration Spreadsheet contemplated in Section 2.6;A&R OP Agreement; and (vii) the FIRPTA Statement; and (viii) such any other documents reasonably requested by the Operating Partnership or instruments as Holdings reasonably requests and are reasonably necessary or desirable to consummate assign, transfer, convey, contribute and deliver the Ownership Interests, free and clear of all Liens (other than Permitted Liens) and to effectuate the transactions contemplated by this Agreementhereby. (b) At or prior to the Closing, Holdings the Operating Partnership shall deliver deliver, or cause to Seller Representative (be delivered, to each Contributor all documents necessary or such other Person as may be specified herein) appropriate to consummate the Closing, including the following, all in form and substance reasonably acceptable to each Contributor: (i) each of the Promissory Notes made payable to each Seller an Assignment and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsAssumption Agreement; (ii) stock certificates representing the portion Gibralt Consideration due to Gibralt pursuant to Section 1.02 hereof; (iii) the Amberglen Consideration due to Amberglen pursuant to Section 1.02 hereof; (iv) the Minority Partner Consideration due to Amberglen pursuant to Section 1.02 hereof; (v) The Rapaport Consideration due to Rapaport pursuant to Section 1.02 hereof; (vi) a duly executed copy of Holdings Equity allocated the A&R OP Agreement; and (vii) any other documents reasonably requested by any Contributor as may be reasonably necessary or proper to each Seller in accordance with such Seller’s Pro Rata Share, as shown in effectuate the Consideration Spreadsheet;transactions contemplated hereby.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Caesars Parties shall deliver deliver, or cause to Holdings the followingbe delivered, to CAC and Growth Partners: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated as of the Closing Date and signed on behalf of the Caesars Parties by a duly authorized an executive officer of the Target Companyeach Caesars Party, stating that each of the conditions set forth specified in Section 8.2(a10.3(a) and Section 8.2(b10.3(b) have been satisfied; (ii) the Management Services Agreement; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebySettlement Agreement; (iv) a certificate the other Ancillary Agreements intended to be executed at or in connection with the Closing to which any of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this AgreementCaesars Parties is a party, the Ancillary Documents and the other documents to be delivered hereunder and thereunderduly executed by such Person, as applicable; (v) a good standing duly executed certificate (from each of HIE Holdings and CEOC, prepared in accordance with Treasury Regulation Section 1.1445-2(b)(2)(iv), in form and substance reasonably acceptable to CAC and Growth Partners and on the basis of which Growth Partners shall not be required to deduct or its equivalent) from the secretary of state or similar Governmental Authority withhold any amounts under Section 1445 of the jurisdiction under the Laws in which the Target Company is organizedCode from any amounts payable pursuant to this Agreement; (vi) fee stream agreements in respect of the Consideration Spreadsheet contemplated Baltimore Fee Stream and the PH Fee Stream, each in Section 2.6a form reasonably acceptable to CAC; (vii1) certificates evidencing the FIRPTA StatementCIE Shares, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto and (2) to the extent such Transferred Asset is not a Deferred Asset, confirmations of book-entry transfer with respect to the PHWLV Equity and the CBIC Equity; (viii) evidence of registration of the transfer of the CEOC Notes to Growth Partners in accordance with the respective indentures; and (viiiix) such other documents or appropriately executed instruments as Holdings reasonably requests of sale, assignment, transfer and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person conveyance as may be specified herein) necessary to evidence and effect the following: (i) each transfer of the Promissory Notes made payable Transferred Assets to each Seller and Growth Partners or its designees, in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated a form reasonably acceptable to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;CAC.

Closing Deliverables. (a) At On or prior to the Closing, the Seller Representative Company shall issue, deliver or cause to Holdings be delivered to each Purchaser the following:following (the “Company Deliverables”): (i) all stock certificates held evidence of the issuance of the Securities in the names of the Purchasers by book-entry statement from the Sellers representing Transfer Agent (in the Shares, to name of such Purchaser as set forth on the extent such Shares are certificated at the time of ClosingStock Issuance Questionnaire included as Exhibit C hereto); (ii) a certificatelegal opinion of Company Counsel, dated as of the Closing Date and signed in form and substance reasonably satisfactory to the Purchasers, executed by a duly authorized officer of such counsel and addressed to the Target Company, that each of Purchasers and the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedPlacement Agents; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, of the issuance of the number of Securities set forth opposite the name of such Purchaser under the heading “Number of Securities Purchased” on Annex A attached hereto, registered in the name of such Purchaser (or its nominee, as directed by the Purchaser); (v) the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Common Shares and the Conversion Shares and shall have received confirmation from Nasdaq that it has completed its review of such form with no objections to the transactions contemplated in the Transaction Documents; (vi) a certificate of the Secretary (or equivalent officer) of the Target Company (the “Secretary’s Certificate”), dated as of the Closing Date, (A) certifying that (a) attached thereto are true and complete copies of all the resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of Directors or a duly authorized committee thereof approving the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign by this Agreement, the Ancillary other Transaction Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority issuance of the jurisdiction under Securities and the Laws Conversion Shares, (B) certifying the current versions of the certificate of incorporation, as amended, and bylaws of the Company and (C) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in which substantially the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6form attached hereto as Exhibit E; (vii) the FIRPTA StatementCompliance Certificate referred to in Section 5.1(h); (viii) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; (ix) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within three (3) Business Days of the Closing Date; and (viiix) such other documents or instruments a certified copy of the Certificate of Designation, as Holdings reasonably requests and are reasonably necessary to consummate filed with the transactions contemplated by this AgreementSecretary of State of the State of Delaware. (b) At On or prior to the Closing, Holdings each Purchaser shall deliver or cause to Seller Representative be delivered to the Company the following (or such other Person as may be specified herein) the following:“Purchaser Deliverables”): (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheetthis Agreement, duly executed by Holdingssuch Purchaser; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller its Subscription Amount, in accordance with such Seller’s Pro Rata ShareUnited States dollars and in immediately available funds, as shown in the Consideration Spreadsheetamount set forth in the “Aggregate Purchase Price” column opposite each Purchaser’s name in the table set forth on Annex A by wire transfer to the Company; (iii) the Registration Rights Agreement, duly executed by such Xxxxxxxxx; and (iv) a fully completed and duly executed Stock Issuance Questionnaire in the form attached hereto as Exhibit C.

Closing Deliverables. (a) At or prior to the each Closing, the Seller Representative Purchaser shall deliver deliver, or cause to Holdings be delivered, to Parent the following: (i) all stock certificates held an amount in Dollars equal to the sum of (A) the applicable Closing Payment plus (B) the applicable Net Derivative Value, by the Sellers representing the Shareswire transfer in immediately available funds, to one or more accounts that have been designated by Parent at least two Business Days prior to the extent such Shares are certificated at the time of Closingapplicable Closing Date; (ii) a certificate, dated if the Closing Date and signed by a duly authorized officer in respect of the European Target CompanyCompanies has previously occurred, that each an amount in Dollars equal to the applicable portion of the conditions set forth Holdback Amount payable, by wire transfer in Section 8.2(a) and Section 8.2(b) immediately available funds, to one or more accounts that have been satisfieddesignated by Parent at least two Business Days prior to the applicable Closing Date; (iii) to the extent applicable, funds in an amount and of a certificate type sufficient to satisfy Purchaser's obligations with respect to the repayment of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are Intercompany Loans set forth in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebySection 5.17; (iv) a certificate the deliverables listed on Schedule B for which Purchaser or any of its Affiliates is responsible to the Secretary (or equivalent officer) of extent they relate to the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderSubject Companies; (v) a good standing certificate (or its equivalent) from the secretary of state or similar reasonable evidence that all Purchaser Required Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedApprovals have been obtained; (vi) the Consideration Spreadsheet contemplated certificate referred to in Section 2.6;6.3(c); and (vii) the FIRPTA Statement; and (viii) such other documents customary instruments of transfer or instruments assumption, in each case in form and substance reasonably satisfactory to Parent, as Holdings may be reasonably requests and are reasonably necessary required to consummate give effect to the transactions contemplated by this AgreementTransaction Documents to the extent they relate to such Closing. (b) At the each Closing, Holdings Parent shall deliver deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered, to Purchaser the following: (i) each the deliverables listed on Schedule B for which Parent or any of its Affiliates is responsible, to the Promissory Notes made payable extent they relate to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsSubject Companies; (ii) stock the certificate referred to in Section 6.2(c); (iii) the certificates representing referred to in Section 6.2(d), to the portion extent they relate to the Subject Companies; (iv) reasonable evidence that all Parent Required Governmental Approvals have been obtained; (v) subject to applicable Law, the resignations, effective as of Holdings Equity allocated such Closing, of all directors and officers of the Subject Companies, except for such individuals who are Continuing Employees; (vi) executed assignments of Parent's right, title and interest in and to the Company In-Process Marks applicable to the Target Companies involved in such Closing; and (vii) such other customary instruments of transfer or assumption, in each Seller case in accordance with such Seller’s Pro Rata Shareform and substance reasonably satisfactory to Purchaser, as shown in may be reasonably required to give effect to the Consideration Spreadsheet;Transaction Documents to the extent they relate to such Closing.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall, and shall cause its applicable Subsidiaries to, deliver to Holdings Buyer the following: (i) all stock certificates held counterparts to customary instruments of transfer, assumption, filings or documents, each in form and substance reasonably acceptable to Seller and Buyer, as Seller and Buyer mutually agree are reasonably necessary or appropriate to effect the transfer of the Purchased Assets (other than the Explosives Assets, the Radio Assets and the Radioactive Assets) or the assumption of the Assumed Liabilities pursuant to this Agreement (each an "Instrument of Transfer"), in each case duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingSeller and any applicable Subsidiary; (ii) a certificateall consents, dated authorizations, orders and approvals from the Closing Date Governmental Authorities and signed by a duly authorized officer of the Target Company, that each of the conditions set forth other Persons referred to in Section 8.2(a) 4.03, each in form and Section 8.2(b) have been satisfiedsubstance reasonably satisfactory to Buyer; (iii) duly executed counterparts to each of the Transaction Documents (other than this Agreement); (iv) a certificate, duly executed by Seller and its applicable Subsidiaries, that complies with Treasury Regulation Section 1.1445-2(b)(2) of the Code; (v) the Texas Statement of Occasional Sale (Form 01-917) executed by Seller and its applicable Subsidiaries, each as more fully described in Section 6.05(a) herein; (vi) a landlord estoppel certificate with respect to each of the Real Property Leases, each in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date, and evidencing that there are no material claims by such landlord against Seller or its Subsidiary, as applicable (each a "Landlord Estoppel Certificate"), in each case duly executed by such landlord; (vii) the new surveys or updates of existing surveys described in Section 6.11 herein; and (viii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company Seller certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board board of managers of the Managing Member of Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (b) that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Buyer shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each the Closing Purchase Price (less the Funded Debt to be paid directly to the lender(s) to release the Encumbrances (other than Permitted Encumbrances) on the Purchased Assets and the Escrow Amount) by wire transfer of the Promissory Notes made payable immediately available funds to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed an account(s) designated by HoldingsSeller; (ii) stock certificates representing evidence that the portion of Holdings Equity allocated Escrow Amount has been delivered to each Seller the Escrow Agent in accordance with Sections 2.06(e) and 2.09; (iii) all consents, authorizations, orders and approvals from the Governmental Authorities and other Persons referred to in Section 5.03, each in form and substance reasonably satisfactory to Seller; (iv) duly executed counterparts to each of the Transaction Documents (other than this Agreement); and (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of managers of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such Seller’s Pro Rata Share, as shown resolutions are in full force and effect and are all of the Consideration Spreadsheet;resolutions adopted in connection with the transactions contemplated hereby and thereby.

Closing Deliverables. (a) 2.3.1 At or prior to the Closing, the Seller Representative Company shall deliver to Holdings Buyer the following: 2.3.1.1 evidence of termination (iat or before the Effective Time) of all stock certificates held by the Sellers representing outstanding company Warrants (the Shares, to “Company Warrants”) set forth in Section 2.03(a)(vii) of the extent such Shares are certificated at the time of ClosingCompany Disclosure Schedules; (ii) 2.3.1.2 the Resignations; 2.3.1.3 a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) 6.2.1 and Section 8.2(b) have 6.2.2 has been satisfied; (iii) 2.3.1.4 a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying (A) that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b2) the Stockholder Consent, (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; , and (ivC) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunderthereunder (the “Closing Secretary Certificate”); (v) 2.3.1.5 a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company and any of its Subsidiaries is organizedorganized or qualified to do business; 2.3.1.6 the Closing CFO Certificate, evidencing, among other things, that (vii) the Consideration Spreadsheet contemplated Company’s total legal fees and expenses included in Section 2.6; the Transaction Expenses do not exceed $500,000 and (viiii) the FIRPTA StatementCompany’s total investment advisers’ fees and expenses included in the Transaction Expenses do not exceed $150,000; and (viii) such other documents or instruments 2.3.1.7 the FIRPTA Certificate, 2.3.1.8 evidence that the CRG Credit Agreement Amendment remains in full force and effect as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsEffective Time; 2.3.1.9 evidence in form and substance reasonably sufficient to confirm the delivery of all notices and receipt of all approvals, consents, and waivers that are listed on Schedule 3.4.1 and requested by Buyer to be delivered or obtained; and 2.3.1.10 written record reasonably acceptable to Buyer evidencing the amount referenced in clause (ii) stock certificates representing of the portion definition of Holdings Equity allocated “Indebtedness” set forth above (related to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;PPP).

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) all stock certificates held a bxxx of sale in the form of Exhibit B hereto (the “Bxxx of Sale”) duly executed by Seller, transferring the Sellers representing tangible personal property included in the Shares, Purchased Assets to the extent such Shares are certificated at the time of ClosingBuyer; (ii) a certificatean assignment agreement in the form of Exhibit C hereto (the “Intellectual Property Assignment Agreement”) duly executed by Seller, dated effecting the Closing Date and signed by a duly authorized officer assignment to Buyer of the Target Company, that each of Purchased Assets and the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedAssumed Liabilities; (iii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller; (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying (i) the Target Company certifying names and signatures of the officers of Seller who are authorized to sign this Agreement and the Transaction Documents and the other documents to be delivered hereunder and thereunder, (ii) that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (biii) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivvi) if applicable, a letter signed by each of the Seller’s creditors who have an Encumbrance, and which Encumbrance is listed on Section 3.02(a) of the Disclosure Schedules on any portion of the Purchased Assets, completely and unconditionally terminating such Encumbrance releasing any claims or rights that such creditor has or may have with respect to such Purchased Assets (each, a “Lien Release Agreement”) such that Buyer shall acquire the Purchased Assets at Closing free and clear of any Encumbrance, other than Permitted Encumbrances; (vii) satisfactory evidence of the good standing of Seller and its subsidiaries in their respective jurisdictions or organization and their good standing as foreign entities in such other jurisdictions, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of each such jurisdictions; (viii) a certificate, dated and duly executed as of the Closing Date on behalf of Seller by a duly authorized officer (in such Person’s capacity as such and not individually), that each of the conditions set forth in Section 7.02(a), Section 7.02(b), Section 7.02(f) and Section 7.02(i) have been satisfied; (ix) Schedule 2.01(a) of the Disclosure Schedules setting forth all receivables (including, without limitation, accounts receivable, loans receivable and customer advances) arising from or related to the Business as of the Closing Date; and (x) Schedule 2.01(b) of the Disclosure Schedules setting forth all Assigned Contracts, including the Intellectual Property Agreements, as of the Closing Date. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Closing Payment Amount; (ii) the Intellectual Property Assignment Agreement duly executed by Buyer; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company Buyer certifying (i) the names and signatures of the officers of the Target Company Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder; , (vii) a good standing certificate (or its equivalent) from that attached thereto are true and complete copies of all resolutions adopted by the secretary board of state or similar Governmental Authority directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the jurisdiction under transactions contemplated hereby and thereby, and (iii) that all such resolutions are in full force and effect and are all the Laws resolutions adopted in which connection with the Target Company is organized; (vi) the Consideration Spreadsheet transactions contemplated in Section 2.6; (vii) the FIRPTA Statementhereby and thereby; and (viiiiv) a certificate, dated and duly executed as of the Closing Date on behalf of Buyer by a duly authorized officer of Buyer (in such other documents or instruments Person’s capacity as Holdings reasonably requests such and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closingnot individually), Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) that each of the Promissory Notes made payable to each Seller and in the principal amounts conditions set forth in the Consideration Spreadsheet, duly executed by Holdings; (iiSection 7.03(a) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;and Section 7.03(b) have been satisfied.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings the followingParent: (i) all stock certificates held by the Sellers representing resignations of each non-employee director of the Shares, to Company set forth on Schedule 2.5(a)(i) of the extent such Shares are certificated at the time of ClosingCompany Disclosure Schedule; (ii) a certificate, dated duly executed counterpart of each Ancillary Agreement to be executed prior to or at the Closing Date and signed by a duly authorized officer to which the Company or any of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedits Subsidiaries is party; (iii) a certificate evidence reasonably satisfactory to Parent that the agreements to be terminated pursuant to Section 5.19 have been duly terminated with no liability (of any nature) to Parent, the Secretary (Company, its Subsidiaries or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebytheir successor entities; (iv) a certificate from the Company reasonably acceptable to Parent, dated as of the Secretary (or equivalent officerClosing Date, and signed by a responsible corporate officer of the Company, stating that the interests in the Company are not, and have not been at any time during the five year period described in Section 897(c) of the Target Company certifying the names and signatures Code, Unites States real property interests, as defined in Section 897(c)(2) of the officers Code, and proof reasonably satisfactory to Parent that the Company has provided notice of such certification to the Target Company authorized to sign this Agreement, Internal Revenue Service in accordance with the Ancillary Documents and the other documents to be delivered hereunder and thereunder;provisions of Treasury Regulations Section 1.897-2(h)(2); and (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company Section 431 Elections duly executed by each Holder that is organized;an individual United Kingdom tax payer who is to receive Parent Common Stock. (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Parent shall deliver to Seller Representative (or such other Person as may be specified herein) the followingShareholder Representative: (iA) the resignations of each officer, director or manager, as the case maybe, of Parent and its Subsidiaries set forth on Schedule Section 2.5(b)(i) of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsParent Disclosure Schedule; (iiB) stock certificates representing a duly executed counterpart of each Ancillary Agreement to be executed prior to or at the portion Closing to which any of Holdings Equity allocated Parent, Merger Sub or NewCo is party; (C) evidence reasonably satisfactory to each Seller in accordance the Company that the agreements to be terminated pursuant to Section 5.11 have been duly terminated with such Seller’s Pro Rata Share, as shown in no liability (of any nature) to Parent; and (D) evidence of the payment of the Merger Consideration Spreadsheet;(including cash or Parent Common Stock and New Parent Warrants) and the Company Sponsor Fee Shares required by Parent hereunder (including this Article II).

Closing Deliverables. (a) At or prior to before the Closing, the Seller Representative shall deliver or cause to Holdings the followingbe delivered to Buyer: (i) all certificates for the Shares duly endorsed or accompanied by stock certificates held by the Sellers representing the Sharespowers duly endorsed in blank, to the extent such Shares are certificated at the time of Closingwith any required transfer stamps affixed thereto; (ii) a certificatecounterpart signature page to each Transaction Agreement to which Seller is party, dated the Closing Date and signed executed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedSeller; (iii) a the certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are referred to in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby‎Section 8.02(c); (iv) a certificate with respect to any Transaction Expenses that will not have been paid in full prior to the Closing, at least two days prior to the Closing Date, Seller shall submit to Buyer reasonably satisfactory documentation setting forth an itemized list of all, and amounts of all, Transaction Expenses, including the Secretary identity of each payee, dollar amounts owed, wire instructions and any other information necessary to effect the final payment in full thereof (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder“Transaction Expenses Payoff Instructions”); (v) a good standing certificate statement, signed under penalties of perjury and dated no more than thirty (or its equivalent30) from days prior to the secretary Closing Date, that satisfies the requirements of state or similar Governmental Authority Treasury Regulations Section 1.1445-2(b)(2) and confirms that Seller is not a “foreign person” as defined in Section 1445 of the jurisdiction under the Laws in which the Target Company is organizedCode; (vi) to the Consideration Spreadsheet contemplated in Section 2.6;extent requested by Buyer, customary director and officer resignation letters, effective at the Closing, from directors and officers of the Company Group identified by Buyer; and (vii) a DVD-ROM, USB drive or other digital media evidencing the FIRPTA Statement; and (viii) documents and other files that were available for review by Buyer and its representatives as of the date of this Agreement in the Data Room, which, to the extent available, shall indicate for each document the date that such other documents or instruments as Holdings reasonably requests and are reasonably necessary document was uploaded to consummate the transactions contemplated by this AgreementData Room. (b) At or before the Closing, Holdings Buyer shall deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered to Seller: (i) each of the Promissory Notes made payable certificate referred to in ‎Section 8.03(c); and (ii) an executed counterpart signature page to each Transaction Agreement to which Buyer is party; (c) At the Closing, Buyer shall pay or deliver (or cause to be paid or delivered): (i) to Seller, an amount in cash equal to the Estimated Closing Cash Purchase Price in immediately available funds by wire transfer to the account or accounts designated by Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdingswriting; (ii) stock certificates representing to Seller (or its designated Affiliate) (provided that any such Affiliate shall have delivered a writing to Buyer pursuant to which it makes the representations and warranties set forth in Section 3.29 and agrees to be bound by all other provisions of this Agreement applicable to the Stock Consideration), the Stock Consideration, free and clear of all Liens (other than restrictions on transfer arising under applicable state and federal securities laws or Liens created by or to the extent resulting from actions of Seller or this Agreement) in book-entry form (along with evidence in the books and records maintained by the transfer agent for the Buyer Common Stock reflecting the ownership of the Stock Consideration by Seller (or its designated Affiliate)); and (iii) the amount payable to each Person who is owed a portion of Holdings Equity allocated to each Seller the Estimated Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions and in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative VBF shall deliver to Holdings Buyer the following: (i) all stock certificates held by the Sellers representing the Shares, keys to the extent such Shares are certificated at facilities located on the time of ClosingReal Property and the Vehicles; (ii) a certificatebxxx of sale in the form of Exhibit D hereto (the “VBF Bxxx of Sale”), dated duly executed by VBF, transferring the Closing Date and signed by a duly authorized officer of Tangible Property included in the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedPurchased Assets to Buyer; (iii) a certificate of the Secretary (or equivalent officer) of VBF certifying as to (A) the Target Company certifying that (a) attached thereto are true and complete copies resolutions of all resolutions adopted by the Target Company Board authorizing board of directors of VBF, which authorize the execution, delivery and performance of this Agreement by VBF, including all documents to be delivered pursuant to Section 2.02(a), and the Ancillary Documents other agreements, instruments and documents required to be delivered in connection with this Agreement or at the Closing (collectively and for any party, the "Transaction Documents") and the consummation of the transactions contemplated hereby and thereby, thereby and (bB) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company VBF authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementTransaction Documents; and (viiiiv) such other documents customary instruments of transfer, assumption, filings or instruments documents, in form and substance reasonably satisfactory to Buyer, as Holdings reasonably requests may be required by VBF, Transport and are reasonably necessary Iowa’s First to consummate give effect to the transactions contemplated by this Agreement. (b) At the Closing, Holdings Transport shall deliver to Seller Representative (or such other Person as may be specified herein) Buyer the following: (i) each a bxxx of the Promissory Notes made payable to each Seller and sale in the principal amounts set forth in form of Exhibit D hereto (the Consideration Spreadsheet“Transport Bxxx of Sale”), duly executed by HoldingsTransport, transferring the Vehicles included in the Purchased Assets to Buyer; (ii) stock certificates representing a certificate of the portion Secretary (or equivalent officer) of Holdings Equity allocated Transport certifying as to each Seller (A) the resolutions of the board of directors of Transport, which authorize the execution, delivery and performance of this Agreement by Transport, including all documents to be delivered pursuant to Section 2.02(b), and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Transport authorized to sign this Agreement and the other Transaction Documents; and (iii) such other customary instruments of transfer, assumption, filings or documents, in accordance with such Seller’s Pro Rata Shareform and substance reasonably satisfactory to Buyer, as shown may be required by Transport to give effect to the transactions contemplated by this Agreement. (c) At the Closing, Iowa’s First shall deliver to Buyer the following: (i) a Deed in form and substance satisfactory to Buyer (each, a “Deed”) for each parcel of Real Property (as hereafter defined), duly executed and notarized by Iowa’s First; (ii) a certificate of the Consideration SpreadsheetSecretary (or equivalent officer) of Iowa’s First certifying as to (A) the resolutions of the board of directors of Iowa’s First, which authorize the execution, delivery and performance of this Agreement by Iowa’s First, including all documents to be delivered pursuant to Section 2.02(c), and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Iowa’s First authorized to sign this Agreement and the other Transaction Documents; and (iii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required by Iowa’s First to give effect to the transactions contemplated by this Agreement. (d) At the Closing, Buyer shall deliver the following: (i) the Closing Payment to First American Title Company; (ii) the VBF Bxxx of Sale to VBF, duly executed by Buyer; (iii) the Transport Bxxx of Sale to Transport, duly executed by Buyer; (iv) Promissory Note A and the related mortgage to VBF, duly executed by Buyer; (v) Promissory Note B and the related mortgage to VBF, duly executed by Buyer; (vi) a certificate of the Secretary (or equivalent officer) of Buyer to VBF certifying as to (A) the resolutions of the Board of Directors of Buyer, which authorize the execution, delivery and performance of this Agreement, including all documents to be delivered pursuant to this Section 2.02(d), and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents; and (vii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to On the ClosingClosing Date, the Seller Representative shall deliver to Holdings the Buyers the following: (i) all stock certificates held by the Sellers representing the Shares, : Seller shall deliver to the extent such Shares are certificated at the time of Closing; (ii) a Buyers an officers' and incumbency certificate, dated which shall include the Closing Date following: (a) certified organizational documents and signed by a duly authorized officer governing documents for the Seller; (b) resolutions of the Target Company, that board of governors and equity holders of each of the conditions Seller approving the transaction contemplated hereunder, and good standing certificates for the Seller; an executed xxxx of sale for each of the Buyers in the form attached hereto as Exhibit A ("Xxxx of Sale"); an executed assumption agreement for each of the Buyers attached hereto as Exhibit B ("Assignment and Assumption Agreement"); an executed assignment of intellectual property for each of the Buyers in the form attached hereto as Exhibit C ("P Assimment and Assumption Agreement"); the Non-Competition Agreement; a Transition Services Agreement; any other conveyance documents required to be executed and delivered by the Buyers; the Required Consents and Governmental Authorization set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and on Schedule 6.1 (b) such resolutions are in full force ); and effect and are all the resolutions adopted in connection with the transactions any other executed ancillary documents contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At On the Closing, Holdings Closing Date Buyers and/or IWA shall deliver to Seller Representative (the Seller, or such other Person as may be specified herein) the followingParent, at Closing: (i) each of the Promissory Notes made payable any documentation required to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdingsbe delivered pursuant to Section 6.2 above; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance Cash Purchase Price; (iii) the executed Assignment and Assumption Agreement; (iv) the executed P Assignment Agreement; the executed Non-Competition Agreement; the executed Transition Services Agreement; the leases for the Leased Real Property entered into with such Seller’s Pro Rata Share, as shown the Parent in the Consideration Spreadsheet;form attached hereto as Exhibit F ("Lease Agreements"); each of the Buyers shall deliver to the Seller an officers' and incumbency certificate, which shall include the following: (a) certified organizational documents and governing documents for Buyers; (b) resolutions of the board of directors and governors of Buyers authorizing the transactions contemplated hereunder, and good standing certificates for the Buyers; and any other executed ancillary documents contemplated under this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company will deliver to Holdings Parent the following: (i) all stock certificates held the Employment Agreement duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingSole Shareholder; (ii) a certificate, dated the Closing Date and signed General Release duly executed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedSole Shareholder; (iii) the Noncompetition Agreement duly executed by Sole Shareholder; (iv) the Piggyback Registration Rights Agreement duly executed by Sole Shareholder; (v) the Spousal Consent duly executed by the Sole Shareholder’s spouse; AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (vi) at least one (1) Business Day prior to the Closing Date, written resignations, effective as of the Effective Time, of all the officers and directors of the Company; (vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebythereby and (2) resolutions of the Sole Shareholder approving the Merger and adopting this Agreement, and (bB) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivviii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vix) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vix) at least one (1) Business Day prior to the Consideration Spreadsheet contemplated in Section 2.6Closing, the Closing Transaction Expenses Certificate; (viixi) at least one (1) Business Day prior to the Closing, the Closing Indebtedness Certificate; (xii) the FIRPTA Statement; and (viiixiii) such other documents or instruments as Holdings Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall Parent will deliver to Seller Representative the Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, Employment Agreement duly executed by HoldingsParent; (ii) stock certificates representing the portion Noncompetition Agreement duly executed by Parent; (iii) the Piggyback Registration Rights Agreement duly executed by Parent; (iv) payment to the Sole Shareholder by wire transfer of Holdings Equity allocated immediately available funds an amount equal to each Seller the aggregate Closing Cash Merger Consideration, payable pursuant to Section 2.08; (v) payment of an amount equal to the Indemnification Escrow Amount in cash to the Escrow Agent in accordance with the Escrow Agreement; AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (vi) the Parent Common Stock Merger Consideration (subject to Section 2.08(d)) in duly authorized, newly and validly issued, fully paid and nonassessable shares of Parent Common Stock, free and clear of all Encumbrances except those arising under federal and state securities Laws or under or pursuant to this Agreement, payable pursuant to Section 2.08; (vii) payment of third parties by wire transfer of immediately available funds that amount of money due and owing from the Company to such Seller’s Pro Rata Sharethird parties as Transaction Expenses as set forth on the Closing Transaction Expenses Certificate; (viii) payment to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from the Company to such holder of outstanding Indebtedness as shown set forth on the Closing Indebtedness Certificate, except for the In-Flight Canada Loan; (ix) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the Consideration Spreadsheetresolutions adopted in connection with the transactions contemplated hereby and thereby; (x) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying the names and signatures of the officers of Parent and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; and (xi) such other documents or instruments as the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to Seller acknowledges receipt of the following from Buyer at Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by evidence, in form and substance reasonably acceptable to Seller, that Bxxxx has the Sellers representing the Shares, ability to access sources of liquidity sufficient to support its ongoing operations in a manner that is not significantly detrimental to the extent such Shares are certificated at the time of ClosingBusiness; (ii) a certificatecounterpart signature page to an assumption agreement among Buyer, dated Seller and the Closing Date and signed by a duly authorized officer landlord (“Landlord”) of Seller’s facility at 2000 Xxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 (the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied“Facility”); (iii) a certificate counterpart signature page to the Assignment of Assets/Liabilities and Contracts and Bill of Sale in the form of Exhibit A hereto (the “Assignment”), duly executed by Bxxxx; (iv) a counterpart signature page to the Indemnification Agreement (the “Indemnification Agreement”), duly executed by Bxxxx; (v) a stock issuance agreement in Parent’s standard form, duly executed by Pxxxxx, evidencing the Closing Shares of Buyer Parent Common Stock; and (vi) a certified copy of the Secretary resolutions (or equivalent officerwritten consent) of the Target Company certifying that Bxxxx and Buyer Parent’s boards of directors (aor other governing body) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby hereby, including, but not limited to the issuance of the Closing Shares and thereby, and Earnout Shares. (b) such resolutions are in full force Bxxxx acknowledges receipt of the following from Seller at Closing: (i) a counterpart signature page to the Assignment, duly executed by Sxxxxx; (ii) a counterpart signature page to the assumption agreement for the Facility, signed by Sxxxxx and effect and are all Landlord; (iii) a counterpart signature page to the resolutions adopted in connection with the transactions contemplated hereby and therebyIndemnification Agreement, duly executed by Allen Park; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderInternal Revenue Code duly executed by Seller; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority copies of the jurisdiction under executive employment agreements, duly executed by each Founder on Buyer Parent’s standard form (the Laws in which the Target Company is organized;“Executive Employment Agreements”); and (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests all consents and are reasonably approvals from governmental authorities and third parties under Assigned Contracts, necessary to consummate ensure that Buyer will continue to have the transactions contemplated by this Agreement. (b) At same full rights with respect to the Purchased Assets as Seller had immediately prior to the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Sellers shall deliver to Holdings Buyers the following: (i) all stock certificates held by evidencing the Sellers representing the Purchased Shares, to free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer stamps affixed thereto (the extent such Shares are certificated at the time of Closing“Stock Certificates”); (ii) a certificate, dated the Closing Date and signed by a duly authorized officer New Lease Agreement substantially in the form of Exhibit A hereto (the Target Company, that each of the conditions set forth in Section 8.2(a“New Lease Agreement”) and Section 8.2(b) have been satisfiedduly executed by Sellers; (iii) the Escrow Agreement duly executed by Sellers; (iv) the Restrictive Covenant Agreements substantially in the form of Exhibit B hereto (the “Restrictive Covenant Agreements”) duly executed by each of the Sellers and each of the Principal Stockholders; (v) a waiver, consent, and termination of each of the Shareholders’ Agreements in the form and substance reasonably acceptable to Buyers (the “Shareholders’ Agreement Termination”); (vi) a Seller Closing Certificate of each Seller; (vii) a good standing certificate (or its equivalent) for each Target Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each such Target Company is organized; (viii) a certification by P&S Holdings, complying in all respects with the requirements of Section 1.1445-2(c) of the Treasury Regulations, that none of the P&S Holdings Shares constitutes a U.S. real property interest as defined in Section 897 of the Code (the “FIRPTA Certificate”); (ix) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company each Seller certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board equityholders (or shareholders, as applicable) and the board of directors of such Seller, as applicable, authorizing the execution, delivery delivery, and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (b) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivx) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company each Seller certifying the names and signatures of the officers of the Target Company such Seller authorized to sign this Agreement, the Ancillary Documents Transaction Documents, and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viiixi) such other documents customary instruments of transfer, assumption, filings, or instruments documents, in form and substance reasonably satisfactory to Buyers, as Holdings reasonably requests and are reasonably necessary may be required to consummate the transactions contemplated by give effect to this Agreement. (b) At the Closing, Holdings Buyers, as applicable, shall deliver to Seller Representative (or such other Person the respective Sellers, as may be specified herein) applicable, the following: (i) the Estimated Purchase Price, less an amount equal to 50% of the R&W Insurance Premium, less the Working Capital Escrow Amount, less the Indemnification Escrow Amount, less the Special Indemnification Escrow Amount (such amount, the “Closing Date Payment”), by wire transfer in immediately available funds in equal amounts to the accounts designated by each of the Promissory Notes made payable to each Seller Sellers, with 49.7% (the “US Acquisition Co Percentage”) of the Closing Date Payment amount being paid by RE/MAX, LLC in consideration for the P&S Holdings Shares, and 50.3% (the “Canada Acquisition Co Percentage”) of the Closing Date Payment amount being paid by Canada Acquisition Co in consideration for the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsRE/MAX Ontario Shares; (ii) stock certificates representing the portion New Lease Agreement duly executed by the applicable Buyer; (iii) the Escrow Agreement duly executed by the Buyers; (iv) the Restrictive Covenant Agreements duly executed by the applicable Buyer; (v) a Buyer Closing Certificate from each Buyer; (vi) such other customary instruments or documents, in form and substance reasonably satisfactory to Sellers, as may be required to give effect to this Agreement; (vii) a certificate of Holdings Equity allocated the Secretary or an Assistant Secretary (or equivalent officer) of each Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors or the managers, as applicable, of such Buyer authorizing the execution, delivery, and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (viii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each Buyer certifying the names and signatures of the officers of such Buyer authorized to each Seller sign this Agreement, the Transaction Documents, and the other documents to be delivered hereunder and thereunder. (c) At the Closing, Buyers shall deliver to the Escrow Agent the following: (i) the Working Capital Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Adjustment Escrow Fund”), by wire transfer in immediately available funds to the account designated by the Escrow Agent, to be held and distributed pursuant to the terms of the Escrow Agreement; (ii) the Indemnification Escrow Amount (such Seller’s Pro Rata Shareamount, as shown including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”), by wire transfer in immediately available funds to the account designated by the Escrow Agent, to be held and distributed pursuant to the terms of the Escrow Agreement; (iii) the Special Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Special Indemnification Escrow Fund”), by wire transfer in immediately available funds to the account designated by the Escrow Agent, to be held and distributed pursuant to the terms of the Escrow Agreement; and (iv) the Escrow Agreement duly executed by Buyers and Sellers. (d) At the Closing, Buyers shall deliver the R&W Insurance Premium in accordance with the payment instructions provided by the broker of the R&W Insurance Policy. (e) At the Closing, the applicable Buyer shall pay, on behalf of the applicable Target Company, the Closing Indebtedness of such Target Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the Consideration Spreadsheet;amounts specified in the Estimated Closing Statement. (f) At the Closing, the applicable Buyer shall pay, on behalf of the applicable Target Company, any Closing Transaction Expenses, by wire transfer of immediately available funds to the accounts and in the amounts specified in the Estimated Closing Statement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Company will have delivered or caused to Holdings be delivered to MBS all of the followingfollowing in form and substance satisfactory to MBS: (i) all stock certificates held by a certificate of the Sellers representing secretary of the SharesCompany, to certifying (A) that a true, correct and complete copy of the extent such Shares are certificated at articles of incorporation of the time Company is attached, and (B) that a true, correct and complete copy of Closingthe bylaws of the Company is attached; (ii) a certificatecopies of the resolutions unanimously and duly adopted by the Company's board of directors, dated authorizing the execution, delivery and performance by the Company of this Agreement, and the consummation of all of the other transactions hereunder and thereunder, certified as of the Closing Date and signed by a duly authorized officer the secretary of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate dated as of the Secretary (or equivalent officer) Closing Date from an officer of the Target Company certifying and from each of the Stockholders stating that (a) attached thereto are true and complete copies of all resolutions adopted the conditions specified in Section 5.2 have been fully satisfied or waived by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyStockholders, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;as applicable; and (iv) a certificate of good standing and existence form the Secretary (or equivalent officer) of State of the Target Company certifying State of Nevada, of a recent date, with respect to the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementCompany. (b) At the Closing, Holdings shall deliver MBS will have delivered or caused to Seller Representative (or such other Person as may be specified herein) delivered to the followingCompany and the Stockholders each of the following in form and substance satisfactory to the Company and the Stockholders: (i) each copies of the Promissory Notes made payable to each Seller resolutions unanimously and in duly adopted by the principal amounts set forth in boards of directors of MBS and of MBHAI, respectively, authorizing the Consideration Spreadsheetexecution, duly executed delivery and performance by HoldingsMBS and MBHAI of this Agreement, and the consummation of all of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary of MBS and MBHAI, as applicable; (ii) stock a certificate dated as of the Closing Date from an officer of each of MBHAI and MBS stating that the conditions specified in section 5.3 have been fully satisfied or waived by MBHAI and MBS, as applicable; (iii) certificates representing an aggregate of 5,000,000 shares of MBS Common Stock, issued to the portion of Holdings Equity allocated to each Seller Stockholders in accordance with such Seller’s Pro Rata ShareSection 2.5(a) above; and (iv) a certificate of existence and good standing from the Secretaries of State of the States of Texas and Nevada, each of a recent date, with respect to MBS and MBHAI, as shown in the Consideration Spreadsheet;applicable.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Company will have delivered or caused to Holdings be delivered to Fund all of the followingfollowing in form and substance satisfactory to Fund: (i) all stock certificates held a certificate of the secretary or assistant secretary of the Company, certifying (A) as to the names and true signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered by the Sellers representing Company hereunder, (B) that a true, correct and complete copy of the Sharescertificate of incorporation of the Company is attached, to and (C) that a true, correct and complete copy of the extent such Shares are certificated at bylaws of the time of ClosingCompany is attached; (ii) a certificatecopies of the resolutions unanimously and duly adopted by the Company authorizing the execution, dated delivery and performance by the Company of this Agreement, and the consummation of all of the other transactions contemplated hereunder, certified as of the Closing Date and signed by a duly authorized officer the secretary or assistant secretary of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate dated as of the Secretary (or equivalent officer) Closing Date from an officer of the Target Company certifying stating that (a) attached thereto are true and complete copies of all resolutions adopted the conditions specified in Section 5.3 have been fully satisfied or have been waived by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyCompany; (iv) a certificate of good standing and existence from the Secretary (or equivalent officer) of State of the Target Company certifying State of Delaware, as of a recent date, with respect to the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementCompany. (b) At the Closing, Holdings shall deliver Fund will have delivered or caused to Seller Representative (or such other Person as may be specified herein) delivered to the followingCompany of the following in form and substance satisfactory to the Company: (i) each a certificate of the Promissory Notes made payable secretary or assistant secretary of Fund certifying (A) as to each Seller the names and in true signatures of the principal amounts set forth in officers of Fund authorized to sign this Agreement and the Consideration Spreadsheetother documents to be delivered by Fund hereunder, duly executed by Holdings(B) that a true, correct and complete copy of the certificate of incorporation of Fund is attached, and (C) that a true, correct and complete copy of the bylaws of Fund is attached; (ii) stock certificates representing copies of the portion resolutions unanimously and duly adopted by Fund’s boards of Holdings Equity allocated to each Seller directors authorizing the execution, delivery and performance by Fund of this Agreement, and the consummation of all of the other transactions hereunder contemplated, certified as of the Closing Date by the secretary or assistant secretary of Fund; (iii) a certificate dated as of the Closing Date from an officer of Fund stating that the conditions specified in accordance with such Seller’s Pro Rata Sharesection 5.2 have been fully satisfied or have been waived by Fund; and (iv) a certificate of existence and good standing from the Secretary of State of the State of Delaware, as shown in the Consideration Spreadsheet;of a recent date, with respect to Fund.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Company will have delivered or caused to Holdings be delivered to the followingCompany all of the following in form and substance satisfactory to the Company: (i) all stock certificates held a certificate of the secretary or assistant secretary of the Company, certifying (A) as to the names and true signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered by the Sellers representing Company hereunder, (B) that a true, correct and complete copy of the Sharesarticles of organization of the Company is attached, to and (C) that a true, correct and complete copy of the extent such Shares are certificated at operating agreement of the time of ClosingCompany is attached; (ii) a certificatecopies of the resolutions unanimously and duly adopted by the Company's board of directors authorizing the execution, dated delivery and performance by the Company of this Agreement, and the consummation of all of the other transactions hereunder, certified as of the Closing Date and signed by a duly authorized officer the secretary or assistant secretary of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate dated as of the Secretary (or equivalent officer) Closing Date from an officer of the Target Company certifying stating that (a) attached thereto are true the conditions specified in Section 6.2 have been fully satisfied or waived by WWCA and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;WWC; and (iv) a certificate of existence from the Secretary (or equivalent officer) of State of the Target Company certifying State of Texas, each of a recent date, with respect to the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementCompany. (b) At the Closing, Holdings shall deliver WWCA and WWC will have delivered or caused to Seller Representative (or such other Person as may be specified herein) delivered to the followingCompany of the following in form and substance satisfactory to the Company: (i) a certificate of the secretary or assistant secretary of each of WWCA and WWC, certifying (A) as to the Promissory Notes made payable names and true signatures of the officers of the Company authorized to each Seller sign this Agreement and in the principal amounts set forth in other documents to be delivered by the Consideration SpreadsheetCompany hereunder, duly executed by Holdings(B) that a true, correct and complete copy of the articles of incorporation of the Company is attached, and (C) that a true, correct and complete copy of the bylaws of the Company is attached; (ii) stock certificates representing copies of the portion resolutions unanimously and duly adopted by the board of Holdings Equity allocated directors of each of WWCA and WWC authorizing the execution, delivery and performance by WWCA and WWC of this Agreement, and the consummation of all of the other transactions hereunder, certified as of the Closing Date by the secretary or assistant secretary of WWCA and WWC, as appropriate; (iii) a certificate dated as of the Closing Date from an officer of each of WWCA and WWC stating that the conditions specified in Section 6.3 have been fully satisfied or waived by the Company; and (iv) a certificate of existence and good standing from the Secretaries of State of the State of Texas and the State of Delaware as of a recent date with respect to each Seller in accordance with such Seller’s Pro Rata Shareof WWCA and WWC, as shown in the Consideration Spreadsheet;appropriate.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall each Target Company will deliver or cause to Holdings the followingbe delivered: (i) all stock certificates held to SPAC, a certificate signed by an authorized officer of each Target Company, solely in his or her capacity as such, dated as of the Sellers representing the SharesClosing Date, certifying that, to the extent knowledge and belief of such Shares are certificated at officer, the time of Closing;conditions specified in Section 11.2(a), Section 11.2(b), Section 11.2(c), Section 11.2(d) and Section 11.2(e) have been fulfilled; and (ii) a certificateto SPAC, dated the Closing Date Registration Rights and signed by a Lock-up Agreement duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted executed by the Target Company Board authorizing the execution, delivery Equityholders and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.New PubCo. ​ ​ (b) At the Closing, Holdings shall SPAC will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered: (i) each to the Target Companies, a certificate signed by the Chief Executive Officer of SPAC, solely in his or her capacity as such, dated as of the Promissory Notes made payable Closing Date, certifying that, to each Seller the knowledge and belief of such officer, the conditions specified in Section 11.3(a), Section 11.3(b), and Section 11.3(c) have been fulfilled; and (ii) to the principal amounts set forth in Target Companies, the Consideration SpreadsheetRegistration Rights and Lock-up Agreement, duly executed by Holdings;the Sponsor. (iic) stock certificates representing On the portion Closing Date, following the Closing, the Surviving Company shall pay or cause to be paid, by wire transfer of Holdings Equity allocated immediately available funds, upon the release of proceeds from the Trust Account, (A) all Outstanding SPAC Transaction Expenses as set forth on a written statement to each Seller in accordance be delivered by SPAC to the Target Companies not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with such Seller’s Pro Rata Sharecorresponding invoices for the foregoing, and (B) all Outstanding Target Company Transaction Expenses as shown in set forth on a written statement to be delivered by the Consideration Spreadsheet;Target Companies to SPAC not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for payment thereof, together with corresponding invoices for the foregoing.

Closing Deliverables. The parties shall deliver the following to each other at or prior to the Closing, unless waived in writing or deemed waived as a result of a party participating in the Closing hereunder without receipt of a Closing item below. (a) At or prior to the Closing, Sellers and the Seller Representative Company shall deliver or cause to Holdings be delivered to Buyer the following: (i) all stock certificates held evidencing the shares of Company Common Stock, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) resignations of the directors and officers of the Company and each Company Subsidiary pursuant to Section 6.06; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied; (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Sellers representing Company’s Board of Directors authorizing the Sharesexecution, delivery and performance of this Agreement and the Ancillary Documents (to the extent the Company is party thereto) and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vi) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company and each Company Subsidiary is organized; (vii) at least one Business Day prior to the Closing, the Company Closing Working Capital Certificate; (viii) payoff letters, in forms reasonably satisfactory to Buyer with respect to the payoff amounts as of the Closing Date for the Indebtedness identified on Section 2.03(a)(viii) of the Company Disclosure Schedule, and releases of any Liens granted in connection with such Indebtedness held by third parties, indicating that upon payment of a specified amount (subject to per diem increase, if applicable), such holder shall release its Liens and other security interests in, and agree to execute or authorize the execution of Uniform Commercial Code termination statements necessary to release of record its Liens and other security interest in, the assets, properties and securities of the Company and its Company Subsidiaries; (ix) confirmation signed by each holder of Tracking Shares as to the dollar amount of the Closing Consideration payable to each such holder pursuant to the terms of the Tracking Shares and the Tracking Stock Plan, together with a release of all claims in form satisfactory to Buyer; (x) the Ancillary Documents, duly executed by the parties other than the Buyer thereto, together with evidence of completion of the COBRASource Spin Off; (xi) confirmation signed by each Stockholder as to the dollar amount of the Closing Consideration payable to each such Stockholder, together with a release of all claims (other than as to enforcement of rights under this Agreement and each Ancillary Document) by each Seller in form satisfactory to Buyer; (xii) evidence satisfactory to Buyer of termination of the Stockholder Agreement; (xiii) a written agreement with NOVAtime Technology, Inc. in form and substance satisfactory to Buyer relating to post-Closing transition arrangements; (xiv) a written agreement with Xxxxxx Software Corp. in form and substance satisfactory to Buyer relating to post-Closing transition arrangements; and (xv) such other documents or instruments as Buyer reasonably requests and are certificated at reasonably necessary to consummate the time transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver or cause to be delivered to the Stockholder Representative, for the benefit of Closing;the Sellers, the following: (i) the Closing Consideration, payable as follows: (A) an amount in cash equal to the Closing Consideration by wire transfer of immediately available funds to an account designated in writing by the Stockholder Representative to Buyer no later than two (2) Business Days prior to the Closing Date; and (B) the Promissory Note. (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target CompanyBuyer, that each of the conditions set forth in Section 8.2(a8.03(a) and Section 8.2(b8.03(b) have been satisfied; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company Buyer certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents (to the extent the Buyer is party thereto) and the consummation of the transactions contemplated hereby and thereby, and (b) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company Buyer certifying the names and signatures of the officers of the Target Company Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of Ancillary Documents, duly executed by the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementBuyer; and (viiivi) such other documents or instruments as Holdings the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. Prior to making the Loan Lender shall have received all of the following, in form and substance satisfactory to Lender (the “Closing Deliverables”), to be released from escrow concurrently with Lender’s making the Loan: (a) At or prior to the ClosingAgreement dated as of the date hereof, and the Seller Representative shall deliver to Holdings Note (in the following:aggregate principal amount of the Loan) and any Guaranty, each dated as of the Closing Date, together with any other applicable Loan Documents, each duly executed by each of the applicable Transaction Parties; (i) all stock certificates held the Purchase Agreement, duly executed by Borrower and the Sellers representing seller, copies of the Shares, warranty xxxx of sale and FAA Xxxx of Sale (AC Form 8050-2) (the “FAA Xxxx of Sale”) conveying title to the extent Aircraft from the seller to Borrower, a copy of the executed FAA Aircraft Registration Application (AC Form 8050-1) (the “Registration Application”) for the Aircraft, and such Shares are certificated at other documents relating to the time purchase or conveyance of Closing; title as Lender may request; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer copy of the Target Company, that each of invoice relating to the conditions set forth in Section 8.2(a) Loan; and Section 8.2(b) have been satisfied; (iii) a certificate pay proceeds letter, executed by Borrower, directing Lender to make disbursements of the Secretary Loan proceeds (or equivalent officerincluding, if applicable, in accordance with any pre-funding agreements), as and to the extent so agreed by Lender, in its discretion; (c) Certificates of good standing for each of the Target Company certifying Borrower Parties from their respective states of organization and chief executive offices and principal places of business; (d) a certificate for each of the Borrower Parties executed by its secretary or other authorized representative certifying: (i) that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this the Agreement and the Ancillary other Loan Documents and the consummation of participation in the transactions contemplated hereby thereby have been duly authorized, (ii) the name(s) of the person(s) authorized to execute and therebydeliver such documents on behalf of such Borrower Party together with specimen signature(s) of such Person(s); and (iii) as to the completeness and accuracy of such Borrower Party’s charter and by-laws, operating agreement and other organizational documents, as applicable, attached to the certificate; (e) the Registration POA, a copy of the Registration Certificate, and Borrower’s confirmation that it is on board the Aircraft; (f) together with a certificate of insurance, copies of endorsements (including a Lender endorsement), and such other evidence as to the Required Coverages requested by Lender; (g) a copy of the FAA Standard Airworthiness Certificate (AC Form 8100-2) for the Aircraft; and, if required by Lender, an Aircraft inspection report or appraisal prepared by an inspector or appraiser acceptable to Lender; (h) FAA and UCC search reports and search certificate from the International Registry, evidencing to Lender’s satisfaction (consistent with the representations and warranties in the Transaction Documents) the title and lien status pertinent to the Airframe, Engines and the other Collateral, and if the Aircraft or any of the other Collateral is not free and clear of Liens, copies of any required subordinations, releases or terminations of any other prior Liens, and evidence of such other actions having been taken as may then be required to perfect and give first priority to the Lender’s Lien against the Aircraft and the other Collateral; (i) regarding the International Registry, evidence that each of Borrower and all pertinent Persons (i) are transacting user entities, (ii) have designated Aviation Counsel as their professional user entity, and (biii) such resolutions are in full force and effect and are have taken all other actions which may then be necessary to validly register all of the resolutions adopted in connection with the transactions contemplated hereby and therebyRequired Registrations; (ivi) a certificate copy of each duly executed Permitted Third Party Agreement (including, if any of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreementsame constitutes a lease, the Ancillary Documents only chattel paper original thereof) and the other documents to be delivered hereunder and thereunderrelated Operating Consent; (vk) to the extent applicable, a good standing certificate (Holdback Letter Agreement allowing Lender to retain loan proceeds to pay for Aircraft improvements or its equivalent) from the secretary of state or similar Governmental Authority enhancements which have not yet been completed as of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementClosing Date; and (viiil) (i) if requested by Lender, an opinion of Counsel for each Borrower Party addressed to Lender as to such matters incident to the Loan as Lender may reasonably require; and (ii) such other documents or instruments as Holdings reasonably requests documents, filings, certificates, opinions, assurances and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or evidence of such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Sharematters, as shown in the Consideration Spreadsheet;Lender, Lender’s counsel or Aviation Counsel, may reasonably request.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Sellers shall deliver or cause to Holdings be delivered to Purchaser the following: (i) all stock certificates held The Sellers Services Agreement, executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingSellers; (ii) a certificateThe Amended Company Agreement, dated executed by the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedSellers; (iii) a membership interest assignment (the “Membership Interest Assignment”), in a form to be mutually agreed upon by Purchaser and Sellers, executed by the applicable Sellers sufficient to transfer the Purchased Equity Interests to the Purchaser; (iv) the certificates required to be delivered pursuant to Sections 8.2(a) and 8.2(b) (the “Company Closing Certificates”); (v) the Payoff Letters; (vi) a UCC search from the Secretary of State of Texas and each county therein in which (A) the Sellers reside or (ii) the Company has offices evidencing any Encumbrances on the assets of the Company, the Purchased Equity Interests and evidence of release of any such Encumbrances relating to the assets of the Company and the Purchased Equity Interests dated not more than five (5) days prior to the Closing Date and in such form acceptable to Purchaser in its sole discretion; (vii) certificates as to good standing (or equivalent certificates) of the Company certified as of a date not more than 5 days prior to the Closing Date by the appropriate authority in the respective jurisdiction in which the Company is qualified to do business; (viii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Target Company (the “Company Secretary Certificate”) certifying (A) that attached thereto are true and complete copies of the Organizational Documents of the Company as of immediately prior to Closing, (aB) that attached thereto are true and complete copies of all resolutions adopted by the Target governing authority of the Company Board authorizing the execution, delivery and performance of this Agreement the Transaction Documents to which the Company is a party and the Ancillary consummation of the transactions contemplated thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (C) that attached thereto are true and complete copies of all resolutions adopted by the equity holders of the Company consenting to and approving the Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, and (b) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivix) a certificate of the Secretary Closing Company Transaction Costs Certificate duly executed by the Sellers; (or equivalent officerx) of the Target Closing Company certifying Indebtedness Certificate duly executed by the names and signatures Sellers; (xi) the resignation of the officers and managers of the Target Company authorized Company, except as otherwise consented to sign this Agreementby Purchaser, effective as of the Ancillary Documents and the other documents Closing, in forms reasonably acceptable to be delivered hereunder and thereunderPurchaser; (vxii) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority any original minute books of the jurisdiction under the Laws in which the Target Company is organizedCompany, including any ownership ledgers; (vixiii) the Consideration Spreadsheet contemplated finalized Seller Disclosure Schedule in Section 2.6; (vii) the FIRPTA Statementa form agreed upon by Sellers and Purchaser; and (viiixiv) such other other, instruments of transfer, endorsements, releases and documents or instruments as Holdings Purchaser reasonably requests request and are reasonably necessary to consummate the transactions contemplated by this Agreementhereby. (b) At the Closing, Holdings Purchaser shall deliver or cause to Seller Representative be delivered to Sellers (or to such other Person third party as may be specified hereinset forth below) the following: (i) each of the Promissory Notes made payable Estimated Closing Purchase Price (to each Seller be paid to the Sellers and other third parties as contemplated in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsSection 2.3(a)); (ii) stock the Seller Note executed by Purchaser; (iii) the Sellers Services Agreement executed by the Company; (iv) the Amended Company Agreement executed by Purchaser; (v) the certificates representing required to be delivered pursuant to Sections 8.1(a) and 8.1(b) (the portion “Purchaser Closing Certificates”); (vi) a certificate of Holdings the Secretary or an Assistant Secretary (or equivalent officer) of the Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the governing authority of the Purchaser authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (c) At the Closing, the Parties shall take all steps necessary to cause the GSE Subscription Agreement and the GSE Services Agreement to be executed and delivered by GSE and the Company and to cause GSE to deliver the Amended Company Agreement executed by GSE. (d) At the Closing, the Sellers shall take all steps necessary to vest in Purchaser all the rights, privileges and powers of the Purchased Equity allocated Interests and all Parties shall take all steps necessary to each Seller in accordance with such Seller’s Pro Rata Share, as shown in consummate the Consideration Spreadsheet;transactions contemplated hereby.

Closing Deliverables. (a) At On or prior to the ClosingClosing Date, the Seller Representative Issuer shall deliver or cause to Holdings be delivered to each Purchaser, the following: (i) all stock certificates held this Agreement duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingIssuer; (ii) a certificatecopy of the Issuer’s irrevocable instructions to Computershare Trust Company, dated N.A. (or any successor transfer agent for the Closing Date and signed Issuer, the “Transfer Agent” ) instructing the Transfer Agent to (A) if physical certificates are required by a duly authorized officer Purchaser, deliver, on an expedited basis, one or more stock certificates or (B) if physical certificates are not required by a Purchaser, make a book-entry record through the facilities of the Target CompanyDTC, that in each case free and clear of the conditions all restrictive and other legends (except as expressly provided herein) and evidencing such number of Purchased Shares set forth for such Purchaser on Schedule 1, registered in Section 8.2(a) and Section 8.2(b) have been satisfiedthe name of such Purchaser; (iii) a certificate duly executed Irrevocable Transfer Agent Instructions, in the form of Exhibit A, (the Secretary (or equivalent officer“Transfer Agent Instructions”) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted executed by the Target Company Board authorizing Issuer and delivered to and acknowledged in writing by the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyTransfer Agent; (iv) a certificate from the Issuer’s Secretary or Assistant Secretary having attached thereto (A) the Certificate of Incorporation of the Secretary (or equivalent officer) Issuer as in effect at the time of the Target Company certifying Closing, (B) the names and signatures Issuer’s Bylaws as in effect at the time of the officers Closing, (C) resolutions approved by the Board of Directors authorizing the Target Company authorized transactions contemplated hereby, and (D) good standing certificates or their jurisdictional equivalents (including tax good standing) with respect to sign this Agreementthe Issuer and each Significant Subsidiary (as defined below) from the applicable authorities in Delaware, the Ancillary Documents Texas and the other documents to be delivered hereunder and thereunder;Alaska; and (v) a good standing certificate (the Issuer shall have provided each Purchaser with the Issuer’s wire instructions, on Issuer letterhead and executed by the Chief Executive Officer or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementChief Financial Officer. (b) At On or prior to the ClosingClosing Date, Holdings each Purchaser shall deliver or cause to Seller Representative (or such other Person as may be specified herein) delivered to the Issuer, the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, this Agreement duly executed by Holdingssuch Purchaser; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown an Investor Certification substantially in the Consideration Spreadsheet;form of Exhibit B (the “Investor Certification”) completed and executed by such Purchaser; and (iii) payment of the Purchase Price for the Purchased Shares that such Purchaser is purchasing by wire transfer of immediately available funds to an account of the Issuer designated in writing by the Issuer to such Purchaser at least one (1) business day prior to the Closing.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative following deliveries shall be made in the following manner: (a) EB Holdco shall deliver to Holdings DOLLC certificates representing the following:EB Splitco Shares, duly endorsed in blank for transfer (or accompanied by a stock power duly endorsed in blank for transfer), with any required transfer stamps affixed thereto; (b) DOLLC shall deliver to EB Holdco certificates representing the HSSC Tracking Shares, duly endorsed in blank for transfer (or accompanied by a stock power duly endorsed in blank for transfer), with any required transfer stamps affixed thereto; (c) EchoStar shall deliver to DNLLC certificates representing the ET Splitco Shares, duly endorsed in blank for transfer (or accompanied by a stock power duly endorsed in blank for transfer), with any required transfer stamps affixed thereto; (d) DNLLC shall deliver to EchoStar certificates representing the EchoStar Tracking Shares, duly endorsed in blank for transfer (or accompanied by a stock power duly endorsed in blank for transfer), with any required transfer stamps affixed thereto; (e) each Party shall cause to be delivered, to each of the other Parties thereto, each Transaction Document (other than this Agreement) to which such Party is a party thereto, duly executed on behalf of such Party; (f) EchoStar and its Subsidiaries shall deliver, or cause to be delivered, resignation letters from (x) all members of the board of directors (or board of managers or similar governing body) of ET Splitco, EB Splitco and each other member of the EB Group and the ET Group and (y) the officers of ET Splitco, EB Splitco and each other member of the EB Group and *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (g) EchoStar shall deliver, or cause to be delivered, the Asset Conveyance Instruments to the designee(s) of the DISH Parties; (h) the DISH Parties shall receive a tax opinion from Xxxxxxxx & Xxxxxxxx LLP, counsel to the DISH Parties, dated the Closing Date, in the form described in the Tax Matters Agreement; (i) all stock certificates held by the Sellers representing the SharesEchoStar Parties shall receive a tax opinion from White & Case LLP, counsel to the extent such Shares are certificated at the time of Closing; (ii) a certificateEchoStar Parties, dated the Closing Date and signed by a duly authorized officer of Date, in the Target Company, that each of form described in the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedTax Matters Agreement; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vij) the Consideration Spreadsheet contemplated EchoStar Parties shall receive a legal opinion from Xxxxxxxx & Xxxxxxxx LLP, counsel to the DISH Parties, dated the Closing Date, in Section 2.6; (vii) a form mutually acceptable to the FIRPTA StatementParties; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified hereink) the following: (i) each of DISH Parties shall receive a legal opinion from White & Case LLP, counsel to the Promissory Notes made payable EchoStar Parties, dated the Closing Date, in a form mutually acceptable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Parties.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Target shall deliver to Holdings Parent the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target CompanyTarget, that each of the conditions set forth in Section 8.2(a7.02(a) and Section 8.2(b7.02(b) have been satisfied; (iiiii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of (1) all resolutions adopted by the board of directors of the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebythereby and (2) resolutions of the Target Shareholders approving the Merger and adopting this Agreement, and (bB) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viii) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viiiiv) such other documents or instruments as Holdings Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Parent shall deliver to Seller Representative the Target (or Target Shareholders or such other Person as may be specified herein) the following: (i) each unanimous Written Consent of Parent’s Board of Directors authorizing and executing the issuance of the Promissory Notes made payable Closing Merger Consideration to each Seller and in Target Shareholders, as the principal amounts set forth in same will be recorded on the Consideration Spreadsheet, duly executed by Holdings;records of the Parent; and (ii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying the names and signatures of the officers of Parent and Merger Sub authorized to sign this Agreement, the Ancillary Documents, and the other documents to be delivered hereunder and thereunder; (iv) a copy of the Series G Certificate of Designation as filed with the Secretary of State of the State of Nevada; (v) stock certificates (or book entry) for each of the Target Shareholders representing the portion of Holdings Equity allocated Merger Consideration (Parent Series G Preferred Stock); (vi) such other documents or instruments as the Target reasonably requests and are reasonably necessary to each Seller in accordance with such Seller’s Pro Rata Share, as shown in consummate the Consideration Spreadsheet;transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to Simultaneously with the Closingexecution and delivery of this Agreement, the Seller Representative shall deliver to Holdings the followingBuyer: (i) all stock certificates held by duly executed payoff letters, waivers, satisfactions, UCC termination statements and/or other similar releases as Buyer reasonably determines are necessary to release or terminate any Encumbrances affecting the Sellers representing the SharesBusiness, including but not limited, to evidence of SVB consent and agreement and Drive Capital’s consent and agreement, to this Agreement and the extent such Shares are certificated at the time of Closingtransactions contemplated hereby; (ii) a certificateconsulting agreement with Xx. Xxxxxx, dated each in a form mutually satisfactory to Xxxxx and the Closing Date and signed respective consultant, duly executed by a duly authorized officer of Xx. Xxxxxx (the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedConsulting Agreement”); (iii) a certificate from an officer of the Secretary (or equivalent officer) Company dated as of the Target Company Effective Date certifying that (aA) correct and complete copies of each of the organizational documents of Company and each Subsidiary, certified by the Secretary of State of the State of Delaware, and a good standing certificate of each of Company and each of the Subsidiaries, are attached thereto are true thereto, (B) correct and complete copies of all resolutions adopted by the Target board of directors of Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) that all such resolutions are in full force and effect and are all the resolutions adopted by the board of directors of Seller in connection with the transactions contemplated hereby and thereby; , (ivC) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder, and (D) as to the accuracy of a capitalization chart of Company, with each Seller’s name, address, email and phone number, as of the date of the Effective Date and the proportion of the shares that each Seller will receive in Buyer from Seller (the “Seller’s Officer’s Certificate”); (iv) written resignations, effective as of the date hereof, of all officers, managers and/or directors (if applicable) of the Company and each Subsidiary, requested by Xxxxx, duly executed by the resigning party; (v) a good standing certificate (or its equivalent) for each of the Company and each Subsidiary from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each of the Company and each Subsidiary is organized or qualified to do business as a foreign corporation, as applicable; (vi) a properly completed and executed IRS Form W-9 for each Seller; (vii) duly executed Stock Powers from each of the Sellers evidencing the transfer of the Shares; (viii) an accurate schedule of expenses incurred by Sellers in connection with the transaction not to exceed $50,000 as set forth on Section 2.03(a)(viii) of the Disclosure Schedules (the “Transaction Expenses”) together with the party or parties to whom such Transaction Expenses are owed and each such party’s wire information (the “Transaction Expenses Schedule”); and (ix) investor questionnaire and Rule 506 questionnaire completed by each Seller, and in the case of any Seller that is an entity with underlying investors either a satisfactory representation letter prepared by counsel to the Buyer or, in the alternative, satisfactorily completed investor questionnaire and Rule 506 questionnaire completed by each Seller that is an entity investor as well as each of its underlying investors (Hereinafter any investor questionnaire, any Rule 506 questionnaire and any representation letter delivered by any Seller or its underlying investors at Closing are referred to as the “Investor Documents”). (x) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) Simultaneously with the execution and delivery of this Agreement, Buyer shall deliver to Seller: (i) an updated capitalization table of Buyer, reflecting the issuance of Common Stock to SVB and Sellers; (ii) a counterpart to the Consulting Agreement, duly executed by Xxxxx; (iii) a legally binding letter to each Seller, granting each such Seller the right to acquire such shareholder’s pro rata share of 1,263,000 shares of Common Stock, free and clear of all Encumbrances, at the current price of $10.00 per share, which right to purchase shall be exercised within the two years period following the date hereof and shall thereafter terminate if not exercised within such two-year period; (iv) the Purchase Consideration (deliverable to SVB Bank, Sellers, and those parties listed on the Transaction Expenses Schedule); (v) stock certificates, evidencing the issuance of the Common Stock to Seller; (vi) a good standing certificate (or its equivalent) for the Buyer from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6;; and (vii) the FIRPTA Statement; and (viii) such other documents customary instruments of transfer, assumption, filings or instruments documents, in form and substance reasonably satisfactory to Seller, as Holdings reasonably requests and are reasonably necessary may be required to consummate the transactions contemplated by give effect to this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings Purchaser the following: (i) the Escrow Agreement duly executed by Securityholder Representative; (ii) the Pre-Closing Certificate pursuant to Section 2.07; (iii) payoff letters with respect to all stock certificates held by Indebtedness, providing for the Sellers representing full and final discharge thereof and the Shares, to the extent such Shares are certificated at the time release of all Encumbrances as of Closing; (iv) resignations of the directors and officers of the Company Group pursuant to Section 5.06, together with any necessary board minutes and documentation to effect or record the same (e.g., Forms TM01 and TM02 for UKCo); (v) the UKCo’s Companies House e-filing authentication code; (vi) for each UK based Company Securityholder with Company Options, a Section 431 Election duly executed by the (i) UK based Company Securityholder with Company Options, (ii) Company, and (iii) UKCo, in compliance with the UK Sub-Plan of the Company Stock Option Plan; (vii) a certificate, dated the Closing Effective Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.02(a), Section 7.02(b) and Section 8.2(b7.02(d) have been satisfied; (iiiviii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying (A) that (a) attached thereto are true and complete copies of all resolutions adopted by or other corporate actions of the Target Company Board authorizing or the execution, delivery and performance of Company Shareholders approving this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyTransactions, and (bB) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby Transactions, and thereby; (ivC) as to a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures list of the officers of the Target Company authorized to sign this Agreement, Agreement and the Ancillary Documents and the other documents to be delivered hereunder and thereunderDocuments; (vix) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company Company, USCo and CanCo is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (viix) the FIRPTA Statement; and (viiixi) registers, statutory books (duly written up to Closing), minute books, definitive share certificates for interests in CanCo, UKCo and USCo (if applicable), and such other documents or instruments corporate records, documentation and credentials as Holdings Purchaser shall reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementrequest. (b) At the Closing, Holdings Purchaser shall deliver to Seller Representative the Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, Escrow Agreement duly executed by HoldingsPurchaser; (ii) stock certificates representing payment to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from the portion Company to such holder of Holdings Equity allocated outstanding Indebtedness as set forth on the Pre-Closing Certificate; (iii) payment to third parties to whom any Transaction Expenses are payable by wire transfer of immediately available funds that amount of money due and owing from the Company to such third parties as Transaction Expenses as set forth on the Pre-Closing Certificate; (iv) payment to the Securityholder Representative by wire transfer of immediately available funds an amount equal to the Securityholder Representative Fund; (v) payment to the Exchange Agent by wire transfer of immediately available funds an amount equal to the aggregate Closing Cash Consideration payable in exchange for Company Securities pursuant to this Agreement; (vi) payment to the Exchange Agent by book-entry of the aggregate amount of Closing Consideration Shares payable in exchange for Company Securities pursuant to this Agreement; (vii) payment to the Escrow Agent by wire transfer of immediately available funds the General Indemnification Escrow Amount, the Special Indemnification Escrow Amount and the Purchase Price Adjustment Escrow Amount as set forth in Section 2.06; (viii) evidence that any newly issued Closing Consideration Shares shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance thereof; (ix) a certificate, dated the Effective Date and signed by a duly authorized officer of Company, that each Seller of the conditions set forth in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Section 7.03(a) and Section 7.03(b) have been satisfied.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings Purchaser the following: (i) all stock certificates held the Escrow Agreement duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingSeller Representative; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer resignations of officers of the Target Company, that each of the conditions set forth in Company pursuant to Section 8.2(a) and Section 8.2(b) have been satisfied6.03; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company Seller certifying that (aA) attached thereto are true and complete copies of all resolutions adopted by Seller and the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and (bB) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Target Company certifying that attached thereto is a true and complete copy of (A) attached thereto are true and complete copies of all resolutions adopted by the names Company authorizing the execution, delivery and signatures performance of the officers of the Target Company authorized to sign this Agreement, Agreement and the Ancillary Documents to which it is a party and the other documents consummation of the transactions contemplated hereby and thereby, (B) the Company’s limited liability company agreement as in effect at the time of Closing, and (C) the Mutual Release, by and among the Seller Parties, the Company, Xxxxxx X. Xxxxxx, III, Xxxxxxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx, and Xxxxxxxxx X. Xxxxxx, in such form as mutually agreed to be delivered hereunder and thereunderby the parties thereto; (v) a certificate of fact or of existence or good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) prior to the Consideration Spreadsheet contemplated in Section 2.6Closing, the Closing Financial Certificate; (vii) payoff letters, in a form and substance reasonably acceptable to Purchaser, from any holder or payee of any Indebtedness set forth on Section 2.03(a)(vii) of the Disclosure Schedules setting forth the amount of such Indebtedness as of the Closing Date, agreeing to release and discharge on customary terms, and authorizing Purchaser to file any termination statements, amendments or other notices of record to evidence such release of, all Encumbrances on any of the assets or properties of the Company (“Payoff Letters”); (viii) full and final invoices from any payee of any Transaction Expenses reflecting all amounts due such payee in connection with the execution and delivery of this Agreement and the consummation of the Acquisition and the other transactions contemplated herein (“Invoices”); (ix) a copy of one or more USB drives (or other electronic means) containing a copy, as of the Closing Date, of the electronic data site established by or at the request of the Company in connection with the transactions contemplated hereunder; (x) the employment agreements in the form attached hereto as Exhibit F (the “Employment Agreements”) executed by such individuals identified on Exhibit F; (xi) the restrictive covenant agreements in the form attached hereto as Exhibit H (the “Restrictive Covenant Agreements”) executed by the individuals identified on Exhibit H; (xii) executed copies of the Amended Real Estate Leases; (xiii) the Acquired Membership Interests Assignment Agreement, duly executed by Seller; (xiv) the FIRPTA Statement; (xv) IRS Form W-9 from Seller pursuant to Section 2.06; (xvi) Evidence on the Closing Date that the D&O Tail Policy has been obtained and bound, to be effective at Closing, with a copy of the full D&O Tail Policy to be provided within seven (7) calendar days of receipt by Seller; and (viiixvii) such Such other documents or instruments as Holdings Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement, including the documents listed on Section 2.03 of the Disclosure Schedules. (b) At the Closing, Holdings Purchaser shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, Escrow Agreement duly executed by HoldingsPurchaser; (ii) stock certificates representing the portion Acquired Membership Interests Assignment Agreement, duly executed by Purchaser; (iii) payment to Seller by wire transfer of Holdings Equity allocated immediately available funds in an amount equal to each the aggregate Closing Consideration; (iv) payment to the Escrow Agent by wire transfer of immediately available funds of the Indemnification Escrow Amount, the Purchase Price Adjustment Escrow Amount, the R&W Retention Amount and the Seller Representative Expense Amount as set forth in Section 2.03(c); (v) payment to third parties by wire transfer of immediately available funds that amount of money due and owing from the Company to such third parties as Transaction Expenses as set forth on the Invoices; (vi) payment to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from the Company to such holders of outstanding Indebtedness as set forth on the Payoff Letters; (vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (viii) Such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement, including the documents listed on Section 2.03 of the Disclosure Schedules. (c) At the Closing, Purchaser shall deposit or cause to be deposited with the Escrow Agent: (i) the R&W Retention Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “R&W Retention Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Seller and the members of the Seller Group set forth in Article IX; (ii) the Indemnification Escrow Amount (such Selleramount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”), to be held for the purpose of securing the indemnification obligations of Seller and the members of the Seller Group set forth in Section 2.04(f)(iii) and Section 9.02 of this Agreement; (iii) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”), to be held for the purpose of securing the obligations of Seller and the members of the Seller Group set forth in Section 2.04(f)(iii); and (iv) the Seller Representative Expense Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Seller Representative Expense Fund” and together, with the R&W Retention Fund, the Indemnification Escrow Fund and the Purchase Price Adjustment Escrow Fund, the “Escrow Funds”), to be held for the purpose of funding any expenses of Seller Representative arising in connection with the administration of Seller Representative’s Pro Rata Share, as shown duties in this Agreement after the Consideration Spreadsheet;Closing Date.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative following documents shall deliver to Holdings be amended and restated, or shall become effective, at the followingtimes indicated below: (i) all stock certificates held Immediately following the transactions contemplated by Section 2.1(a)(i), the Sellers representing partnership agreement of Canadian LP shall be amended and restated in the Shares, to the extent such Shares are certificated at the time form of ClosingExhibit J hereto; (ii) a certificateImmediately upon the Effective Time, dated the Topco Post-Closing Date Investor Rights Agreements shall become effective; and (iii) Immediately upon the Effective Time, the Registration Rights Agreement shall become effective; (b) At the Closing, the following documents shall be delivered by Xxx to Polaris and signed by a duly authorized officer Topco: (i) resignations of the Target Company, that each directors and officers of Xxx; (ii) written evidence of the conditions set forth in termination of all Contracts required pursuant to Section 8.2(a) and Section 8.2(b) have been satisfied8.7; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company each of Xxx and Merger Sub certifying that (a1) attached thereto are true and complete copies of (A) all resolutions adopted by the Target Company Xxx Board or the board of directors of Merger Sub, as applicable, authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyhereby, including the Integration Transaction, and (bB) the vote of the stockholders of each of Xxx and Merger Sub approving the Merger, and adopting this Agreement, and (2) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;hereby, including the Integration Transaction; and (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority Agency of the jurisdiction under the Laws laws in which the Target Company Xxx is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (bc) At the Closing, Holdings the following documents shall deliver be delivered by Topco to Seller Representative (or such other Person as may be specified herein) the followingPolaris and Xxx: (i) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Transit, Topco, Canadian LP and CanHoldco certifying that (1) attached thereto are true and complete copies of (A) all resolutions adopted by the Promissory Notes made payable to boards of directors (or equivalent governing bodies) of each Seller of Transit, Topco, Canadian LP and CanHoldco authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Integration Transaction, and (B) resolutions of the stockholders (or, in the principal amounts set forth case of Canadian LP, the general partner) of each of Transit, Topco, Canadian LP and CanHoldco approving the Integration Transaction, including the Merger, and adopting this Agreement, and (2) all such resolutions are in full force and effect and are all the Consideration Spreadsheetresolutions adopted in connection with the transactions contemplated hereby, duly executed by Holdings;including the Integration Transaction; and (ii) stock certificates representing a good standing certificate (or its equivalent) from the portion secretary of Holdings Equity allocated to state or similar Governmental Agency of the jurisdiction under the laws in which each Seller in accordance with such Seller’s Pro Rata Shareof Transit, as shown in the Consideration Spreadsheet;Topco, Canadian LP, CanHoldco and Merger Sub is organized.

Closing Deliverables. The following deliveries shall be made at the Closing: (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the followingBuyer: (i) all stock a certificate or certificates held by the Sellers representing the Shares, duly endorsed in blank or with duly executed stock transfer powers attached; (ii) a certificate dated the Closing Date, duly executed by an authorized officer of Seller, certifying that the conditions to the extent Closing specified in Section 7.2(a), Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 7.2(e), Section 7.2(f) (if such Shares are certificated at condition is in effect) and Section 7.2(g) have been fulfilled; (iii) a certificate dated the Closing Date, duly executed by an authorized officer of Seller, certifying Seller’s non-foreign status in accordance with Treasury Regulations Section 1.1445-2(b); (iv) [Intentionally Omitted]; (v) a tax opinion from Hunton & Xxxxxxxx LLP providing that (A) each of the Company and UHCP was a QRS of Seller from the date of its respective formation until the effective time of Closingits respective Conversion, and (B) each of the Company and UHCP has been and will be disregarded as an entity separate from Seller for U.S. federal income tax purposes from the effective time of its respective Conversion and ending as of the Company’s sale of the Shares, in substantially the form attached as Exhibit C and based on representations consistent with past practices for similar opinions issued by Hunton & Xxxxxxxx LLP involving issues related to Seller’s qualification as a REIT, as revised to reflect the opinions described herein; (vi) for each Prepaid Existing Loan, a customary payoff letter from each applicable Lender indicating that upon payment of a specified amount or provision of specified defeasance collateral (as applicable), such Lender shall release its Liens on, and agree to execute Uniform Commercial Code Termination Statements and such other documents or endorsements necessary to release such Liens on, the assets and properties of the Company Subsidiaries; (vii) such customary title affidavits and certificates as may be reasonably requested by Buyer in order to enable it to obtain title insurance in connection with the consummation of the transactions contemplated herein and in the other Transaction Documents, provided that Seller shall not be required to provide any (i) indemnities or (ii) affidavits in connection with any non-imputation endorsements; (viii) with respect to the Real Property, such affidavits reasonably sufficient for the title insurance company procured by Buyer to delete any exceptions from Buyer’s title policies for parties-in-possession and mechanic’s or materialmen’s Liens, and such other affidavits as may be reasonably required by the title company of Buyer in connection with the issuance to Buyer of title insurance policies with a “non-imputation” endorsement, in each case insuring good and marketable title to the Real Property, subject only to the Permitted Liens without the standard pre-printed exceptions. (b) Buyer shall deliver or cause to be delivered to Seller: (i) the Final Purchase Price, in accordance with Section 2.4; and (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration SpreadsheetDate, duly executed by Holdings; (iian authorized officer of Buyer, certifying that the conditions to the Closing specified in Section 7.3(a) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;and Section 7.3(b) have been fulfilled.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Target shall deliver to Holdings Parent the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target CompanyTarget, that each of the conditions set forth in Section 8.2(a7.02(a) and Section 8.2(b7.02(b) have been satisfied; (iiiii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of (1) all resolutions adopted by the board of directors of the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebythereby and (2) resolutions of the Target Shareholders approving the Merger and adopting this Agreement, and (bB) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viii) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viiiiv) such other documents or instruments as Holdings Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Parent shall deliver to Seller Representative the Target (or Target Shareholders or such other Person as may be specified herein) the following: (i) each unanimous Written Consent of Parent’s Board of Directors authorizing and executing the issuance of the Promissory Notes made payable Closing Merger Consideration to each Seller and in Target Shareholders, as the principal amounts set forth in same will be recorded on the Consideration Spreadsheet, duly executed by Holdings;records of the Parent; and (ii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Pxxxxx and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and Mxxxxx Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Pxxxxx and Mxxxxx Sub certifying the names and signatures of the officers of Pxxxxx and Mxxxxx Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (iv) a copy of the Series B Certificate of Designation as filed with the Secretary of State of the State of Delaware; (v) stock certificates (or book entry) for each of the Target Shareholders representing the portion of Holdings Equity allocated Merger Consideration (Parent Series B Preferred Stock); (vi) such other documents or instruments as the Target reasonably requests and are reasonably necessary to each Seller in accordance with such Seller’s Pro Rata Share, as shown in consummate the Consideration Spreadsheet;transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative applicable Parties will deliver or cause to be delivered, the documents as set forth herein. (a) PAA shall deliver to Holdings the followingdeliver: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at other parties thereto, a counterpart of the time of ClosingRegistration Rights Agreement, in substantially the form attached as Exhibit F hereto (the “Registration Rights Agreement”), duly executed by PAA; (ii) to the other parties thereto, a counterpart of the Omnibus Agreement, in substantially the form attached as Exhibit G hereto (the “Omnibus Agreement”) duly executed by PAA; (iii) to the other parties thereto, a counterpart of the Amended and Restated Administrative Agreement, in substantially the form attached as Exhibit H hereto (the “A&R Administrative Agreement”), duly executed by PAA; (iv) to AAP, evidence reasonably satisfactory to AAP of the book-entry issuance of the portion of the PAA Common Unit Consideration to be issued and delivered at Closing, which book-entry issuances may reflect customary legends or similar notations that such PAA Common Units are subject to trading restrictions under applicable Law; (v) to AAP, evidence reasonably satisfactory to AAP that PAA has assumed AAP’s obligations under the AAP Credit Agreement and that AAP’s obligations thereunder have been terminated, in each case in accordance with Section 2.5(d); and (vi) to the other Parties, an officer’s certificate, dated the Closing Date, to the effect that (i) the representations and warranties of PAA set forth in this Agreement are true and correct in all material respects on the Closing Date as though made at and signed by a duly authorized officer as of the Target CompanyClosing Date (unless expressly made as of an earlier date, that in which case, as of such earlier date) and (ii) PAA has complied in all material respects with each of the conditions set forth covenants in Section 8.2(athis Agreement required to be complied with by such Party prior to the Closing. (b) and Section 8.2(bPAA GP shall deliver: (i) have been satisfiedto the other parties thereto, a counterpart of the Omnibus Agreement, duly executed by PAA GP; (ii) to the other parties thereto, a counterpart of the A&R Administrative Agreement, duly executed by PAA GP; (iii) a certificate the A&R PAA Partnership Agreement, duly executed by PAA GP (in its capacity as the general partner of PAA and on behalf of the Secretary limited partners of PAA pursuant to powers of attorney granted to PAA GP); and (or equivalent iv) to the other Parties, an officer) of ’s certificate, dated the Target Company certifying Closing Date, to the effect that (ai) attached thereto the representations and warranties of PAA GP set forth in this Agreement are true and complete copies correct in all material respects on the Closing Date as though made at and as of the Closing Date (unless expressly made as of an earlier date, in which case, as of such earlier date) and (ii) PAA GP has complied in all resolutions adopted by material respects with each of the Target Company Board authorizing the execution, delivery and performance of covenants in this Agreement and required to be complied with by such Party prior to the Ancillary Documents and Closing. (c) AAP shall deliver: (i) to the consummation other parties thereto, a counterpart of the transactions contemplated hereby and therebyRegistration Rights Agreement, and duly executed by AAP; (bii) such resolutions are in full force and effect and are all to the resolutions adopted in connection with other parties thereto, a counterpart of the transactions contemplated hereby and therebyOmnibus Agreement, duly executed by AAP; (iii) to the other parties thereto, a counterpart of the A&R Administrative Agreement, duly executed by AAP; (iv) a certificate to PAA, evidence reasonably satisfactory to PAA that AAP has applied any cash balances towards the repayment of the Secretary amount owed by AAP under the AAP Credit Agreement as contemplated by Section 2.5(d) and that, except as disclosed in Section 3.3(f) or as incurred in accordance with Section 4.4(b), there are no outstanding indebtedness, obligations and liabilities under the AAP Credit Agreement; and (or equivalent v) to the other Parties, an officer’s certificate, dated the Closing Date, to the effect that (i) the representations and warranties of AAP set forth in this Agreement are true and correct in all material respects on the Closing Date as though made at and as of the Target Company certifying the names and signatures Closing Date (unless expressly made as of an earlier date, in which case, as of such earlier date), (ii) AAP has complied in all material respects with each of the officers covenants in this Agreement required to be complied with by such Party prior to the Closing and (iii) all of the Target Company authorized approvals required under the AAP Credit Agreement in order to sign this consummate the Transactions have been obtained. (d) GP LLC shall deliver: (i) to the other parties thereto, a counterpart of the Omnibus Agreement, the Ancillary Documents and duly executed by GP LLC; (ii) to the other documents parties thereto, a counterpart of the A&R Administrative Agreement, duly executed by GP LLC; (iii) to the other parties thereto, the A&R AAP Partnership Agreement, duly executed by GP LLC; and (iv) to the other Parties, an officer’s certificate, dated the Closing Date, to the effect that (i) the representations and warranties of GP LLC set forth in this Agreement are true and correct in all material respects on the Closing Date as though made at and as of the Closing Date (unless expressly made as of an earlier date, in which case, as of such earlier date) and (ii) GP LLC has complied in all material respects with each of the covenants in this Agreement required to be delivered hereunder and thereundercomplied with by such Party prior to the Closing. (e) PAGP shall deliver: (i) to the other parties thereto, a counterpart of the Omnibus Agreement, duly executed by PAGP; (ii) to the other parties thereto, a counterpart of the A&R Administrative Agreement, duly executed by PAGP; (iii) the A&R GP LLC Agreement, duly executed by PAGP; (iv) to PAA, evidence reasonably satisfactory to PAA of the book-entry issuance to PAA of the PAGP Class C Shares issuable in the PAGP Class C Share Issuance; (v) a good standing certificate (or its equivalent) from to GP LLC, documentation reasonably satisfactory to GP LLC necessary to reflect the secretary of state or similar Governmental Authority contribution of the jurisdiction under the Laws Contributed AAP Units to GP LLC in which the Target Company is organized;accordance with Section 2.3; and (vi) to the Consideration Spreadsheet contemplated in Section 2.6; other Parties, an officer’s certificate, dated the Closing Date, to the effect that (viii) the FIRPTA Statement; and representations and warranties of PAGP set forth in this Agreement are true and correct in all material respects on the Closing Date as though made at and as of the Closing Date (viiiunless expressly made as of an earlier date, in which case, as of such earlier date) and (ii) PAGP has complied in all material respects with each of the covenants in this Agreement required to be complied with by such other documents or instruments as Holdings reasonably requests and are reasonably necessary Party prior to consummate the transactions contemplated by this AgreementClosing. (bf) At the Closing, Holdings PAGP GP shall deliver to Seller Representative (or such other Person as may be specified herein) the followingdeliver: (i) each to the other parties thereto, a counterpart of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration SpreadsheetOmnibus Agreement, duly executed by HoldingsPAGP GP; (ii) stock certificates representing to the portion other parties thereto, a counterpart of Holdings Equity allocated the A&R Administrative Agreement, duly executed by PAGP GP; (iii) the A&R PAGP GP LLC Agreement, duly executed by PAGP; (iv) the A&R PAGP Partnership Agreement, duly executed by PAGP GP (in its capacity as the general partner of PAGP); and (v) to each Seller the other Parties, an officer’s certificate, dated the Closing Date, to the effect that (i) the representations and warranties of PAGP GP set forth in accordance with such Seller’s Pro Rata Sharethis Agreement are true and correct in all material respects on the Closing Date as though made at and as of the Closing Date (unless expressly made as of an earlier date, in which case, as shown of such earlier date) and (ii) PAGP GP has complied in all material respects with each of the Consideration Spreadsheet;covenants in this Agreement required to be complied with by such Party prior to the Closing.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Purchaser shall deliver to Holdings the followingdeliver: (i) all stock certificates held to the Seller, cash in the form of a wire transfer to an account designated by the Sellers representing Seller in the Shares, to amount of the extent such Shares are certificated at the time of ClosingPurchase Price adjusted accordingly for any exxxxxx money deposit received by Seller or their designee; (ii) a certificate, dated to the Closing Date Seller and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied;BSPI: (iiiA) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company Purchaser certifying that (a1) attached thereto are true and complete copies of all resolutions adopted authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby and (2) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (B) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the other documents to be delivered hereunder; (C) such other documents or instruments as the Seller and BSPI reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (iii) to the Transfer Agent to complete the transfer of Shares: (A) a completed Form W-8-BEN-E, which form has been provided to the Purchaser; (B) a completed Authorized Signatories and Specimen Signatures form, Exhibit B-1which form has been provided to the Purchaser; (C) a completed Certificate of Incumbency Form, Exhibit B-2 which form has been provided to the Purchaser; and (D) A completed Officer’s Certificate, Exhibit C which form has been provided to the Purchaser. (b) At or prior to the Closing, the Seller shall deliver to the Purchaser the following: (i) At or prior to the Closing, the Seller shall deliver to the Transfer Agent the original, duly executed shareholder indemnity in lieu of a separate signature guarantee satisfactory to the Transfer Agent (or other instrument of transfer satisfactory to the Transfer Agent to effect the transfer thereof) to deliver the Shares in book-entry form to the Purchaser; (ii) Such other documents or instruments as the Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (c) At or prior to the Closing, BSPI shall deliver to the Purchaser the following: (i) The Articles of Incorporation, and all amendments thereto, if any, certified as of the most recent practicable date by the Secretary of State of the State of Nevada; (ii) a Certificate of Good Standing, certified as of the most recent practicable date by the Secretary of State of the State of Nevada; (iii) (A) complete copies of BSPI’s Audited Financial Statements (as defined herein), consisting of the balance sheet of BSPI at July 31, 2020, the related statements of income and retained earnings, stockholders’ equity, and cash flows for the most recent year then ended (the “Annual Financial Statements”), which (i) Annual Financial Statements shall have been audited by a public accounting firm registered with the PCAOB and shall have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved and (B) all Quick Books files containing the financial records of BSPI. (iv) resignations of the directors and officers of BSPI and appointment of the new officers and directors, such appointments to be made at the direction of the Purchaser, effective as of the Closing Date; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer of BSPI) certifying that (A) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board of Directors of BSPI, authorizing the execution, delivery delivery, and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyhereby, and (b) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby(B) attached thereto is a true and complete copy of BSPI’s Bylaws (the “Bylaws”) in full force and effect as of the date of such certificate; (ivvi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company BSPI, certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6hereunder; (vii) all corporate minutes, books, documents, and instruments of every type or nature whatsoever of BSPI from its date of inception to the FIRPTA Statement; andClosing Date; (viii) a written narrative of the history of BSPI; (ix) such other documents or instruments as Holdings the Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Buyer shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent each Seller such Shares are certificated at the time Seller’s pro rata portion of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of Cash Consideration, in the Target Company, that each of the conditions manner set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement2.02. (b) At the Closing, Holdings Buyer shall deliver to Seller Representative (or such other Person as may be specified herein) the followingShareholders’ Representative: (i) each a counterpart of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, this Agreement duly executed by HoldingsBuyer; (ii) a stock certificates representing certificate in the portion name of Holdings Equity allocated to each Seller in accordance with representing each such Seller’s Pro Rata Sharepro rata portion of the Share Consideration; and (iii) a counterpart of the Employment Agreement duly executed by the Company. (c) At the Closing, the Shareholders’ Representative shall deliver (or cause the Company to deliver) to Buyer: (i) a counterpart of this Agreement duly executed by each Seller; (ii) a counterpart of the Employment Agreement duly executed by Xxxxx Xxxxxxx; (iii) all stock certificates evidencing the Shares owned by each Seller, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (iv) those Third Party Consents specified on Schedule 2 hereto; (v) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that each Seller is not a foreign person within the meaning of Section 1445 of the Code; (vi) a good standing certificate for the Company from the Secretary of State of the State of Connecticut; (vii) written resignations, effective as shown of the Closing Date, of the officers and directors of the Company and of each of Xxxxxxx XxXxxxx, Xxxxxxxx XxXxxxx and Xxxxxx Xxxxxxx; and (viii) a duly executed extension of the Lease pursuant to which the term of the Lease has been extended by the landlord, on substantially the terms in effect prior to the Consideration Spreadsheet;extension, for two years. (ix) evidence that the fees payable to Generational Equity, LLC have been paid or assumed by the Sellers (and not by the Company) as required by Section 11.01.

Closing Deliverables. (a) At or prior to The closing of the transactions contemplated by Section 2.01 (the “Closing, ”) shall take place remotely via the Seller Representative shall deliver to Holdings electronic exchange of the following: closing documents and signatures (ifollowed by prompt delivery of the originals therefor) all stock certificates held by on the Sellers representing date hereof (the Shares, to the extent such Shares are certificated “Closing Date”). All transactions occurring at the time Closing shall be deemed to occur simultaneously, and shall be effective as of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies upon occurrence of all resolutions adopted transactions contemplated by this Section 2.02. For the Target Company Board authorizing the executionavoidance of doubt, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebydescribed in this Section 2.02 shall occur together, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (Closing shall be deemed not to have occurred if any party fails to deliver any agreement or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign other instrument or document required under this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement2.02. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the followingTencent Parent shall: (i) each deliver to JD Parent copies of the Promissory Notes made payable to each Seller Transaction Documents duly and in the principal amounts set forth in the Consideration Spreadsheet, duly validly executed by HoldingsTencent Parent and/or its Subsidiaries and Affiliates that are a party thereto; (ii) stock deliver to JD Parent the opinions from PRC counsel, in substantially the form attached hereto as Exhibit E-1 and Exhibit E-2 addressed to JD Parent and dated as of the Closing Date; (iii) deliver or cause the delivery of all the documents expressly required under the Transaction Documents required to be delivered to JD Parent, its Subsidiaries or Affiliates at Closing, as applicable; and (iv) deliver to JD Parent a Secretary’s Certificate certifying that the board of directors of Tencent Parent has duly approved this Agreement and the Transaction Documents. (c) At the Closing, JD Parent shall: (i) deliver to Tencent Parent duly issued share certificates issued in favor of BuyCo representing the portion JD Shares purchased by Tencent Parent or such Subsidiary, duly signed and sealed for and on behalf of Holdings Equity allocated JD Parent; (ii) deliver to Tencent Parent copies of the Transaction Documents duly and validly executed by each Seller party to such Transaction Document (other than Tencent Parent and/or its Subsidiaries and Affiliates); (iii) cause its register of members to be duly updated to reflect the issue and allotment of JD Shares purchased by BuyCo, and deliver a copy of such updated register of members to Tencent Parent, certified as a true and correct copy by JD Parent’s registered office provider; (iv) deliver to Tencent Parent an updated copy of the register of directors of JD Parent to evidence the appointment of Tencent Parent’s nominee to the board of directors of JD Parent, such register duly certified as a true and correct copy by JD Parent’s registered agent or a director of JD Parent; (v) deliver to Tencent Parent the opinions from PRC counsel, in accordance substantially the form attached hereto as Exhibit F-1 and Exhibit F-2, and from Cayman Islands counsel, in substantially the form attached hereto as Exhibit G, in each case addressed to Tencent Parent and dated as of the Closing Date; (vi) deliver to Tencent Parent a certificate of good standing, dated no later than five (5) Business Days prior to the Closing Date, issued by the Registrar of Companies of the Cayman Islands with such Seller’s Pro Rata Sharerespect to JD Parent; and (vii) deliver to Tencent Parent copies of the resolutions of the board of directors of JD Parent, as shown in approving this Agreement and the Consideration Spreadsheet;Transaction Documents.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Company will have delivered or caused to Holdings be delivered to HEB all of the followingfollowing in form and substance satisfactory to MBH: (i) all stock certificates held by a certificate of the Sellers representing secretary of the SharesCompany, to certifying (A) that a true, correct and complete copy of the extent such Shares are certificated at articles of incorporation of the time Company is attached, and (B) that a true, correct and complete copy of Closingthe bylaws of the Company is attached; (ii) a certificatecopies of the resolutions unanimously and duly adopted by the Company's board of directors, dated authorizing the execution, delivery and performance by the Company of this Agreement, and the consummation of all of the other transactions hereunder and thereunder, certified as of the Closing Date and signed by a duly authorized officer the secretary of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate dated as of the Secretary (or equivalent officer) Closing Date from an officer of the Target Company certifying stating that (a) attached thereto are true and complete copies of all resolutions adopted the conditions specified in Section 6.2 have been fully satisfied or waived by the Target Company Board authorizing the executionCompany, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyas applicable; (iv) a certificate certificates representing an aggregate of the Secretary (or equivalent officer) 34,000,000 shares of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;Post Split Common Stock; and (v) a certificate of good standing certificate (or its equivalent) from and existence form the secretary Secretary of state or similar Governmental Authority State of the jurisdiction under State of Delaware, of a recent date, with respect to the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementCompany. (b) At the Closing, Holdings shall deliver HEB will have delivered or caused to Seller Representative (or such other Person as may be specified herein) delivered to the followingCompany each of the following in form and substance satisfactory to the Company: (i) each a certificate of the Promissory Notes made payable to each Seller secretary of MBH Company, certifying (A) that a true, correct and in complete copy of the principal amounts set forth in articles of incorporation of the Consideration SpreadsheetCompany is attached, duly executed by Holdingsand (B) that a true, correct and complete copy of the bylaws of the Company is attached; (ii) stock copies of the resolutions unanimously and duly adopted by the boards of directors of MBH and managers of HEB, authorizing the execution, delivery and performance by MBH and HEB of this Agreement, and the consummation of all of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary of MBH and HEB, as applicable; (iii) a certificate dated as of the Closing Date from an officer of each of MBH and HEB stating that the conditions specified in section 6.3 have been fully satisfied or waived by MBH and HEB, as applicable; (iv) certificates representing an aggregate of 1,000 shares of MBH Common Stock; and (v) a certificate of existence and good standing from the portion Secretaries of Holdings Equity allocated State of the State of Nevada, each of a recent date, with respect to each Seller in accordance with such Seller’s Pro Rata ShareMBH and HEB, as shown in the Consideration Spreadsheet;applicable.