Common use of Closing Deliveries by Sellers Clause in Contracts

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver to Buyer the following: (i) the Associated Assets (including the Records) transferred in a form reasonably acceptable to Buyer; (ii) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xiv) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transaction.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver deliver, or cause to Buyer the followingbe delivered, to Purchaser or its designee: (i) certificates or other instruments evidencing the Associated Assets Purchased Shares (including the Recordsif applicable) transferred duly endorsed in a blank, or accompanied by stock powers duly executed in blank, in form reasonably acceptable sufficient to Buyerconvey title to Purchaser free and clear of all Encumbrances; (ii) a receipt share transfer deeds or receipts signed by Sellers evidencing receipt by Sellerssimilar assignment agreements in form sufficient to transfer, assign and payment by Buyer, convey good and valid title to the Purchased Shares to Purchaser free and clear of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a))all Encumbrances; (iii) a assignment and xxxx of sale and other assignment agreements in forms sufficient to transfer, assign and convey good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior valid title to the Closing Date or reasonably current date (other than states in which a good standing certificate (Purchased Business Assets to Purchaser or its equivalent) is not issued for an insurance company)designees; (iv) a good standing certificate (or its equivalent) receipt for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current dateBase Purchase Price; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date certificate from Sellers or a reasonably current date;duly authorized officer or representative of Sellers, confirming the matters described in Section 6.03(a) hereof; and (vi) copies a certificate from a duly authorized officer of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York each Seller dated as of the Closing Date; Date (viiA) a copy of attaching and certifying the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies due and valid adoption of resolutions by each Seller’s Board of the board of directors Directors or board of managers, as applicable, of Sellers other governing body to execute and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of deliver this Agreement and any Ancillary the Related Agreements to which Sellers or such Affiliates are parties it is a party and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify thereby and (B) certifying the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, persons executing this Agreement and any Ancillary Agreementof the Related Agreements on behalf of such Seller; (vii) resignation letters from the persons referenced on Schedule 2.09(vii) whereby such persons resign from their positions as directors or officers (as required) of the Purchased Business Companies; (viii) a duly executed counterpart of each of the Related Agreements; (ix) such other instruments of conveyance or assignment, registrations and documents (including any relevant VAT and Tax withholding adjustments) as may be reasonably required to vest in Purchaser or a Purchased Business Company good and valid title to all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may beBusiness Assets; (x) the resignations, effective as any deliverables reasonably required of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing;Sellers under applicable foreign jurisdictional requirements; and (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) any other certificates, documents and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xiv) such other documents, instruments or certificates as may reasonably be reasonably necessary requested by Purchaser, to effectuate affect the Closing of the transactiontransactions contemplated by this Agreement.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to Buyer the followingbe delivered to Purchasers: (ia) stock certificates evidencing the Associated Assets Shares duly endorsed in property (including the Records) transferred in a form reasonably acceptable to Buyer; (ii) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)endoso en propiedad); (iiib) a good standing certificate and a certificate executed counterparts of compliance (or their equivalents) for each Ancillary Agreement to which any of the Companies issued by the Secretary of State of the state in which each such Company Business Owners is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company)party; (ivc) a good standing certificate (or its equivalent) receipt for each of the Insurance CompaniesPurchase Price, certified by less the applicable Domiciliary Regulators, in each case, dated as of a reasonably current dateEscrow Amount; (vd) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified certificate duly executed by the Secretary or an Assistant Secretary of Homeland and York each Seller, dated as of the Closing Date; , certifying (viii) as to the incumbency of the persons executing this Agreement and the Ancillary Agreements on such Seller's behalf, (ii) that attached to such certificate is a complete and correct copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified resolutions that have been duly and validly adopted by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving Seller evidencing the authorization of the execution and authorizing the execution, delivery and performance of this Agreement and any each Ancillary Agreements Agreement to which Sellers or such Affiliates are parties Seller is a party and the consummation of the transactions contemplated hereby Transactions, together with a statement to the effect that such resolutions are in full force and therebyeffect on the Closing Date, which certificate will also certify (iii) in the incumbency and signatures case of the officers certificate delivered by the Secretary or an Assistant Secretary of Sellers Vitro, that attached to such certificate is a copy of each Acquired Company's Organizational Documents that are in effect on the Closing Date; and (iv) in the case of the certificate delivered by the Secretary or an Assistant Secretary of Vitro, that attached to such Affiliates certificate is a copy of Sellerseach Acquired Company's special registry of partners (registro especial de socios), in each case duly reflecting the transfer of the applicable Partes Sociales in accordance with Exhibit 2.01, stock record book (registro de acciones), minute book (libro de actas), libro de variaciones de capital and libro especial de socios, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (xe) the resignations, effective as of the Closing, of all of the directors (or, in the case of Crisa Industrial, the managers) of the Acquired Companies, Xxxxxxx Xxxxx Xxxxxx and the Excluded Employees, each director, officer in form and manager substance reasonably acceptable to Purchasers; provided that the resignation of Xxxxxxx Xxxxx Xxxxxx shall be in all material respects in the form of Exhibit 2.04(e); (f) non-Encumbrance certificates (certificados de libertad de gravamenes) of each Acquired Company issued by the Public Registry of Commerce of each of the CompaniesAcquired Company's domicile, within 20 Business Days prior to Closing, as to the absence of Encumbrances (other than those directorsPermitted Encumbrances) on the Owned Real Property and the personal property of the Acquired Companies; (g) written confirmation that is reasonably acceptable to Purchasers that the Acquired Companies are in possession of all, officers or have delivered to Purchasers, originals and managers copies of all their notarial deeds (testimonios notariales), and of all official public instruments and documents relating to Business Assets; (h) an Assignment and Assumption Agreement, pursuant to which Vitro assigns and transfers to VC Holding (or such other of the Acquired Companies as Purchasers may designate), free and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Vitro, as successor by merger to XXXXX, in and to the Plant I Building Lease and the Plant I Sublease; (i) a Xxxx of Sale pursuant to which FACUSA conveys and transfers to VC Comercial, free and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of FACUSA and the other Vitro Entities in and to the Racks and Conveyors; (j) the Constructora Resolution Document, if any; (k) whom Buyers shall have specified original Notarial Instrument (escritura publica) issued by a notary public in writing at least five Mexico, containing an irrevocable power of attorney granted by the Seller Representative in favor of CT Corporation System for the purposes referred to in Section 11.11(b), in all material respects in the form of Exhibit 2.04(k); (l) Sellers' notification, if any, pursuant to Section 5.06; (m) a Xxxx of Sale pursuant to which VC Comercial conveys and transfers to Vitro Corporativo, S.A. de C.V. or any Affiliate of Vitro Corporativo, S.A. de C.V., as directed by Vitro, all right, title and interest of VC Comercial and the other Acquired Companies in and to the Assets, Liabilities and business of Taller de Coleccion; and (n) a complete and correct list of the Business Employees as of a date within four Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired CompaniesClosing Date, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that including such Seller (or its sole owneremployees' names, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code employee numbers and the Treasury Regulations promulgated thereunder; and (xiv) salaries or hourly rates paid to such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transactionemployees.

Closing Deliveries by Sellers. At the Closing, against delivery of the Closing Purchase Price Distribution, Sellers shall deliver or cause to Buyer be delivered to Buyer: (a) All stock certificates evidencing all of the following:outstanding Capital Stock of Integral Analytics duly endorsed, with an executed spousal consent, if applicable, in form reasonably satisfactory to Buyer; and (b) The resignations of all officers and directors of Company; and (c) The Orders and Approvals of all Governmental Entities and other Persons which are necessary for the consummation of the Transactions, if any; and (d) Executed acceptances of offers of employment by Integral Analytics substantially in the form of Exhibit A attached hereto by all Continuing Employees. All such offers of employment shall be conditioned upon and effective upon Closing; and (e) Executed Confidentiality and Work for Hire Agreements substantially in the form of Exhibit B attached hereto by all Continuing Employees. All such agreements shall be conditioned upon and effective upon Closing; and (f) A completed and executed Investor Questionnaire from all Sellers substantially in the form of Exhibit C hereto; and (g) The audited Financial Statements of the Business, the audited consolidated balance sheet of the Business for: the fiscal year ended December 31, 2016, the CPA reviewed Financial Statements for the three months ending on March 31, 2017, (the “Closing Financial Statements”), and the written consent of the independent accountants that provided the audit opinion(s) to the Financial Statements and the Closing Financial Statements allowing WGI and its independent auditors to utilize the Financial Statements and the Closing Financial Statements in the preparation and filing of WGI’s SEC Reports; and (h) All releases or UCC-3 termination statements securing any loans of Integral Analytics, if any; and (i) An affidavit of non-foreign status certified by Seller that meets the Associated Assets (including the Recordsrequirements of Treasury Regulations Section 1.1445-2(b)(2) transferred in a form reasonably acceptable to Buyer;; and (iij) a receipt or receipts signed payoff letters (in each case, in form and substance reasonably satisfactory to Buyer) (the “Payoff Letters”) executed by Sellers evidencing receipt by Sellers, and payment by Buyer, the lenders of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary promissory notes of State of the state in which each such Company is organized, dated as of a date within five Business Days Integral Analytics outstanding immediately prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for the “Company Debt,” each of which such promissory notes are identified on Schedule 2.6(j) hereof), which set forth (a) the Insurance Companies, certified by the applicable Domiciliary Regulators, amount required to repay in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with full all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior amounts under such Company Debt owed to such lender on the Closing Date or a reasonably current date; (vithe “Payoff Amount”), (b) copies the wire transfer instructions for the repayment of such Closing Debt to such lender, and (c) an agreement that such Company Debt will be canceled and of no further effect effective upon such respective lender’s receipt of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xiv) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transactionapplicable Payoff Amount.

Closing Deliveries by Sellers. At the ClosingIn addition to any other documents specifically required to be delivered pursuant to this Agreement, Sellers shall deliver to Buyer Buyer, or cause to be delivered to Buyer, at the followingClosing: (ia) offer letters, duly executed by each of Xxxxx Xxxxxx, Xxxx Xxxxx and Xxxxxxx Xxxx (the Associated Assets “Offer Letters”); (b) bills of sale, assignments, endorsements and other documents of title and other good and sufficient instruments of conveyance and transfer, as are effective to vest Buyer with full, complete and marketable right, title and interest in and to the Assets, free and clear of all Liens; (c) assignments of Intellectual Property (including trademark assignments and domain name assignments); (d) payoff letters (“Payoff Letters”) for all Indebtedness and Seller Transaction Expenses from the Recordsobligees thereof including the amounts necessary to pay off all Indebtedness and Seller Transaction Expenses as of the Closing, along with the per diem interest amount with respect thereto, if applicable, and the agreement of each such obligee that, upon receipt of such specified amount, its Indebtedness or Seller Transaction Expenses shall be paid in full and Buyer or its designee shall be authorized to release all of its Liens upon the Assets, if any; (e) transferred evidence of release of all Liens (other than Permitted Liens) on any of the Assets; (f) all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to the Governmental Authorities and third parties set forth on Schedule 6.2(f) in a form and substance reasonably acceptable to Buyer; (ii) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiiig) a non-foreign person affidavit dated as of the Closing Date from each Seller (other than Seller Parent) certifying that such Seller (or its sole ownerSeller, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, sworn under penalty of perjury and in a form that satisfies and substance required under the requirements of Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Seller is not a “foreign person” as defined in Section 1445 of the Code; (h) a transition services agreement, dated as of the date hereof by and between Helix and Buyer (the Treasury Regulations promulgated thereunder“Transition Services Agreement”); and (xivi) such other documents, documents and instruments or certificates as Buyer may be reasonably necessary require in order to effectuate the Closing transactions that are the subject of this Agreement. All proceedings to be taken by Seller in connection with the consummation of the transactiontransactions contemplated hereby, and all agreements, certificates, instruments and other documents required to be delivered by Seller to effect the transactions contemplated hereby, shall be in form and substance reasonably satisfactory to Buyer.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver to Buyer the followingCxxxxxx and Purchasers: (ia) A Bxxx of Sale and Assignment Agreement, substantially in the Associated Assets form of Exhibit C (including the Records) transferred in a form reasonably acceptable to Buyer"Bxxx of Sale"), as executed by Wxxxx US; (iib) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a))Conveyance Instrument for Canadian Related Assets; (iiic) a good standing certificate Share certificates representing all of the Shares, with Share powers in proper form for transfer, duly executed by Katy; (d) Receipt for Asset Purchase Price and a Share Purchase Price; (e) A certificate of compliance (the Secretary or their equivalents) an Assistant Secretary for each of the Companies issued Katy, Wxxxx US and Wxxxx Canada, respectively, certifying as to: (i) its certificate and articles of incorporation or similar governing documents, as certified by the Secretary authority in the jurisdiction of State of the state in which each such Company is organizedits incorporation, dated as of a date within five Business Days not earlier than ten (10) days prior to the Closing Date or reasonably current date Date; (other than states in which a good standing certificate ii) its by-laws, as amended; (or its equivalentiii) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board its Board of directors or board of managers, as applicable, of Sellers Directors authorizing and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance by it of this Agreement and any Ancillary Agreements agreements, instruments, certificates or other documents executed by it pursuant to which Sellers or such Affiliates are parties this Agreement, and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify (iv) the incumbency and signatures of its officers; (f) Resolution of the Board of Directors of Wxxxx Canada authorizing the sale and transfer of the Shares; (g) A certificate of the Secretary of State or equivalent, or in the case of Wxxxx Canada, Registrar of Corporations, of the jurisdiction of incorporation (as applicable), and of each other jurisdiction set forth in Section 7.1 of the Disclosure Schedule, in each case as of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing and foreign qualification of Wxxxx Canada in such jurisdictions; (h) A certificate, dated the Closing Date, executed by the appropriate officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreementrequired by Section 9.2; (ixi) The consents, authorizations and approvals of the Governmental Authorities and other Persons set forth in Schedule 9.5, together with any and all Ancillary Agreements to which any Sellerother consents, any Company or any Affiliate authorizations and approvals of any Seller is or is to be a party, duly executed other Persons under additional Contracts identified in Section 7.6(b) of the Disclosure Schedule that have been obtained by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective Sellers as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xij) a certificate executed by Seller Parent certifying that Payoff Letters and releases necessary to terminate and discharge any and all Liens on the conditions set forth in Sections 8.1(a) Purchased Assets other than Permitted Liens, and 8.1(b) have been satisfiedall Liens on the Shares; (xiik) the original stock transfer and corporate minute books (or their equivalent) Resignations of each members of the Acquired Companies that are board of directors and officers of Wxxxx Canada as requested by Cxxxxxx before the Closing; (l) All corporate seals, minute books, Shares records and other similar records pertaining to Wxxxx Canada in the possession of Sellers Katy, Wxxxx Canada or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Lawits Affiliates; (xiiim) a non-foreign person affidavit from each Seller A certificate of insurance adding Cxxxxxx and Purchasers as third party beneficiaries of Katy's general liability insurance policy; (other than Seller Parentn) certifying that such Seller Escrow Agreement, executed by Sellers; (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposeso) is not a foreign person, in a form that satisfies the requirements Evidence of Section 1445 transfer to Katy of the Code and the Treasury Regulations promulgated thereunderCanadian Retained Assets as required by Section 5.9; and (xivp) such Such other documentsdocuments as Cxxxxxx and Purchasers may reasonably request to carry out the purposes of this Agreement, instruments or certificates as may including the documents to be reasonably necessary delivered pursuant to effectuate Article IX and in connection with the Closing transfer of the transactionUS Related Assets and Canadian Related Assets.

Closing Deliveries by Sellers. At the Pre-Closing, Sellers shall deliver jointly and severally deliver, or cause to Buyer be delivered, to Buyers all the following: following in form and substance satisfactory to Buyers: (i) the Associated Assets written statement issued by each of Sellers stating that it has agreed to the other Seller’s sale and transfer of the equity interests in CIT hereunder and that it has waived all its right of first refusal and other rights (including if any) to purchase the Records) equity interests in CIT to be sold and transferred in a form reasonably acceptable to Buyer; by the other Seller hereunder; (ii) copy of the resolution of Camtek’s board of directors, which shall become valid and effective, to approve Camtek to enter into and deliver the Transaction Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions; copies of all resolutions of CHKL’s shareholders and board of directors, which shall become valid and effective, to approve CHKL to enter into and deliver the Transaction Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions; (iii) the certificate of filing receipt or receipts issued by Commerce Authority representing that the filing of the sale and purchase of 100% equity interests in CIT hereunder have been accepted by Commerce Authority; (iv) counterparts of the CIT Equity Interests Transfer Agreement duly signed by Sellers evidencing receipt by Sellers, Camtek and payment by Buyer, CHKL; (v) counterparts of the Estimated Purchase Price Assets Transfer Framework Agreement duly signed by Camtek and CHKL; (provided that such receipt or receipts vi) counterparts of the CTL Equity Interests Transfer Agreement duly signed by CHKL; 25 (vii) copies of CTL's most updated Amended Corporate Registration Card and Articles of Incorporation reflecting the necessary amendments to the business scope of CTL required for the CTL Equity Transfer; (viii) counterparts of the Intellectual Property Transfer and License Agreement duly signed by Camtek and CIT; (ix) counterparts of the Camtek Trademark and Tradename Transfer and License Agreement duly signed by Camtek and CIT; (x) counterparts of the Transitional Services Agreement duly signed by Camtek and CIT; (xi) counterparts of the CIT Semiconductor Business Transfer Agreement duly signed by CIT and Camtek New Entity; (xii) counterparts of the CTL Semiconductor Business Transfer Agreement duly signed by CTL and Camtek's TW NewCo; (xiii) counterparts of each definitive employment agreement duly signed by at least 12 out of the 14 Key Management Personnel as stated in Section 8.10, which shall be conditional on the Closing; (xiv) deed of transfer of all the R&D Equipment and Spare Parts which shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to at the Closing Date or reasonably current date and physical delivery of all the R&D Equipment and Spare Parts; (other than states in which a good standing certificate xv) all the assignment agreements that have been duly executed by PCHK2 (or its equivalentsubsidiaries) is not issued and the parties to the PCB Business Contracts (for an insurance company); (ivthe avoidance of doubt, other than the Non-Assignable Contracts which shall be handled in accordance with section 2.1(a1) a good standing certificate above) for the assignment of such Contracts from Camtek (or its equivalentsubsidiaries) for each to PCHK2 (or its subsidiaries). Notwithstanding the above and anything else to the contrary herein, if any of the Insurance Companiesrepresentations and warranties which should have been true and correct on the Pre-Closing Date is untrue or incorrect on the Pre-Closing Date, certified by the applicable Domiciliary Regulatorsor if there is any failure to comply with Section 6.1 (a) (collectively “Deviation”), in each case, dated both cases such Deviation is not caused as a result of a reasonably current date; (v) certificates or articles breach by Sellers of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties their obligations under this Agreement but is caused only due to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing change in circumstances which takes place between the execution, delivery and performance date of this Agreement and any Ancillary Agreements the Pre-Closing Date, Sellers shall specify and describe such Deviation(s) in a written notice (“Pre-Closing Notice”) to which Sellers or such Affiliates are parties Buyers and deliver the consummation of Pre-Closing Notice to Buyers before Buyers make the transactions contemplated hereby and thereby, which certificate will also certify prepayment at the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Pre-Closing, of each directorand, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing the right to assess such disclosed Deviation and, at least five Business Days prior Buyers’ sole discretion, decide whether or not to proceed to the Pre-Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each . If, following receipt of the Acquired Companies that are Pre-Closing Notice, Buyers decide to proceed to the Pre-Closing, Buyers shall not have any claims towards Sellers in the possession of Sellers or the Acquired Companies, connection with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a nonsuch disclosed Deviation(s). 26 3.3 Pre-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xiv) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transactionby Buyers.

Closing Deliveries by Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered, the following to the Acquisitive Parties: (a) The landlords' consents to assignment and waivers in the form attached herewith as Exhibit 1, executed by each lessor of real property leased to, or otherwise occupied by, the Company as set forth on Schedule 2.5(b) hereto and received, on or before the date hereof, by any Seller (hereinafter collectively referred to as the "Landlords' Waivers"). (b) A xxxx of sale in the form attached hereto as Exhibit 2, with respect to those accounts receivable of the Company bearing an invoice date on, or after, the 1st day of January, 2000, a xxxx of sale, in the form attached herewith as Exhibit 3, with respect to those accounts receivable of the Company noted on Schedule 2.3C, a xxxx of sale, in the form attached herewith as Exhibit 4, with respect to all leased non-real estate property and assets of the Seller, a general xxxx of sale with respect to the Assets, in the form attached hereto as Exhibit 5, and a separate xxxx of sale, in the form attached herewith as Exhibit 6, from each owner as to such vehicles in each state of registration thereof with respect to all vehicles, including cars, trucks, tractors and trailers owned by either the Company, or any affiliate or predecessor thereof and used (if owned by the Company or a predecessor thereof) in whole or in part, in the business of the Company (hereinafter collectively referred to as the "Bills of Sale"), together with original ownership cards and documents and other evidence of ownership of each of the vehicles being transferred by the Sellers or their predecessors pursuant to the terms hereof. (c) Assignments transferring to the Buyer all of the Proprietary Rights (the "Intellectual Property Assignments"), in the forms attached hereto as Exhibit 7, or in such other form, or forms, as may be appropriate or necessary, in the opinion of the Acquisitive Parties, for recordation in any and all jurisdictions. (d) With respect to all real property owned by the Company, or any predecessor thereto, to be acquired by the Buyer pursuant to the terms hereof, as set forth on Schedule 2.5 hereto, the Sellers shall deliver to Buyer the following: (i) a special warranty deed in form and substance reasonably satisfactory to the Associated Assets Acquisitive Parties, fully executed and acknowledged by the Company, or the record owner thereof, conveying the subject property to the Buyer, subject only to the Permitted Encumbrances, (including ii) a certificate from the Records) transferred Sellers in a form reasonably acceptable to Buyerthe Acquisitive Parties and a title insurance company to be designated by the Acquisitive Parties ("Title Company") stating that each of the Sellers is a United States taxpayer and is not a foreign estate or trust or any other foreign entity or person in accordance with applicable law and the regulations of the IRS, (iii) such forms and certificates prescribed by each municipality where each property is located transferring all municipal water, wastewater and other utilities capacity and reservations applicable to the subject property with all capital recovery, and other charges paid, (iv) a Seller's affidavit and such other documents, receipts, certificates, instruments or agreements as are reasonably required by the Title Company and/or customary for the closing of a real estate transaction in the jurisdiction in which such property is located, and (v) a wire transfer made payable to the order of the Title Company, representative of the sum of the following adjustments (as shown on the fully executed HUD-1 Settlement Sheet prepared by the Title Company), each to be effective as of the date hereof: (i) The total of all real estate taxes, general or special, and all other public charges or assessments against the subject properties (collectively, the "Real Estate Charges") that are payable on an annual basis pro-rated on a per diem basis to and as of the date hereof (such pro-rations shall be based upon the respective fiscal years of taxing bodies levying such taxes); (ii) Fifty percent (50%) of all recordation stamps or taxes and all transfer taxes imposed upon the conveyance of the subject property and/or the recordation of the deeds; and (iii) Fifty percent (50%) of all fees for to the recordation of the deeds (all of the foregoing are hereinafter collectively referred to an the "Real Estate Deliverables"). (e) The Irrevocable Letter of Credit in favor of the Buyer in the amount of Two Million ($2,000,000.00) Dollars issued by the Issuer for a receipt or receipts term of two (2) years from the date hereof and then to be reduced to an amount equal to the amount of any then outstanding claims by the Buyer against any Seller pursuant to the Agreement in the form of Exhibit 8 hereto (the "Letter of Credit"); (f) The General Real Property Lease Assignment executed by the Sellers in the form attached hereto as Exhibit 9 (the "General Real Property Lease Assignment"); (g) A lease agreement executed by the Company, in the form attached hereto as Exhibit 10, with respect to the facility of the Company at 00000 X. 000 Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000 (the "Raytown Lease"); (h) A sublease agreement, in the form attached hereto as Exhibit 11, by and between the Company and the Buyer with respect to the facility leased by the Company located at 0000 Xxxx Xxxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxx (the "Tucson Sublease"); (i) A sublease agreement, in the form attached hereto as Exhibit 12, by and between the Company and the Buyer with respect to the facility leased by the Company located at 000 Xxxxx Xxxxxxx Xxxx Xxxx, Xxxx, Xxxxxxx 00000 (the "Mesa Sublease"); (j) A sublease agreement, in the form attached hereto as Exhibit 13, by and between the Company and the Buyer with respect to the facility leased by the Company located at 0000 Xxxxxxxxxx Xxxx, Roanoke, Virginia 24012 (the "Roanoke Sublease"); (k) A separate certificate, dated the Closing Date and in the form attached hereto as Exhibit 14, signed by Sellers evidencing receipt by the President or a Vice President of each of the Sellers, to the effect that (A) all representations and payment warranties of the Sellers are true and correct in all material respects and (B) that the Sellers have performed and complied in all material respects with all agreements, contracts and conditions required by Buyerthis Agreement to be performed and complied with by them prior to or on the date hereof, subject to such exceptions to subpart (B) as are set forth on a schedule appended to such certificate with respect to the failure, or possible failure, of the Estimated Purchase Price Sellers to have obtained certain consents to the transfer to the Buyer of all the right, title and interest of the Sellers to certain contracts, agreements and understandings of the Sellers; (provided l) The written opinion of Xxxxxx, Xxxxx & Xxxxxxx, LLP, counsel to the Sellers, dated the Closing Date, in the form attached herewith as Exhibit 15 (the "Sellers' Opinion"); (m) A certificate in the form attached hereto as Exhibit 16 of the Sellers that such receipt the Sellers have received all necessary governmental consents or receipts approvals to permit the Sellers to consummate the transactions contemplated by this Agreement; (n) A certificate, in the form attached hereto as Exhibit 17, of the Sellers that all applicable waiting periods under the HSR Act have expired or been terminated and no court order has been entered that enjoins, restrains or prohibits consummation of the transactions contemplated by this Agreement or questions the validity of this Agreement, and that there is no pending or threatened litigation, proceeding or investigation that restrains, prohibits or prevents or, in the reasonable opinion of the Sellers, presents a significant risk of restraining, prohibiting or preventing, or changing the terms of the transactions contemplated by this Agreement or which otherwise would materially and adversely affect the condition, financial or otherwise, of the Company; (o) The transition services agreement executed by the Company in the form of Exhibit 18 hereto (the "TSA"); (p) The assignment, in the form attached hereto as Exhibit 19, to the Buyer of all right, title and interest of SunSource with respect to each of the confidentiality and non-competition provisions of employment agreements, dated December 9, 1999, between SunSource and Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxx, Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, Xxx Xxxxxxxx, Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxx; (q) Evidence that the Buyer has been designated as an "additional insured" on those insurance policies of the Company set forth on Schedule 2.5 (a) which shall become effective only upon full satisfaction include the personal injury and property/casualty insurance policies of Buyer’s obligations the Company or of the Sellers with respect to the Company; (r) Evidence that the Company has taken actions to satisfy all conditions as set forth in Section 3.2(a)5.1(b) of the Agreement, to the obligations of the Buyer to assume any liability with respect to the Plans; (s) Letter from the Company to each of Commerce Bank, N.A. and UMB Bank N.A. (the "Lockbox Banks") in the form attached herewith as Exhibit 20 (the "Lockbox Letter"); (iiit) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued Letter by the Secretary of State of Company to NDC/eCommerce in the state in which each such Company is organized, dated form attached herewith as of a date within five Business Days prior to Exhibit 21 (the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company"National Data Letter"); (ivu) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date[Intentionally Omitted]; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental AuthorityLetter agreement, dated as of a the date within five Business Days prior to hereof, by and between the Closing Date or a reasonably current dateCompany, the Buyer, VVP Funding Corporation, Redwood Receivables Corporation and General Electric Capital Corporation in the form attached herewith as Exhibit 23 (the "Branch Accounts Agreement"); (viw) copies of the bylaws of Homeland and YorkLetter Agreements, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective dated as of the Closing, of each directorand in the form attached hereto as Exhibit 24, officer and manager of between each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior individual signatories to the Closing; SMA Agreements and SunSource (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder"Bonus Accords"); and (xivx) such other documentsThe letter, instruments or certificates dated as may be reasonably necessary to effectuate the Closing of the transactiondate hereof, from the Issuer to the Company in the form attached hereto as Exhibit 25 (the "Payoff Letter").

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver to Buyer (or to the Company in the case of clauses (ii), (iii) and (iv) below), the following: (i) the Associated Assets (including the Records) transferred in a form reasonably acceptable to Buyer; (ii) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, of the Estimated Base Purchase Price Price; (provided that such ii) a receipt or receipts shall become effective only upon signed by the holders of the Convertible Senior Debentures evidencing receipt by such holders, and payment by the Company, of the aggregate outstanding principal amount of the Convertible Senior Debentures and all accrued interest thereon in full satisfaction of Buyer’s obligations set forth in Section 3.2(a))all amounts due thereunder; (iii) a receipt or receipts signed by the holders of the Convertible Subordinated Debentures evidencing receipt by such holders, and payment by the Company, of the aggregate outstanding principal amount of the Convertible Subordinated Debentures and all accrued interest thereon in full satisfaction of all amounts due thereunder; (iv) a receipt or receipts signed by the holders of the Promissory Notes evidencing receipt by such holders, and payment by the Company, of the aggregate outstanding principal amount of the Promissory Notes and all accrued interest thereon in full satisfaction of all amounts due thereunder; (v) a good standing certificate and a certificate of compliance (or their equivalentsits equivalent) for the Company and each of the Companies Acquired Company Subsidiaries issued by the Secretary of State of the state in which the Company and each such Acquired Company Subsidiary is organizedincorporated and each state in which it is qualified to do business as a foreign corporation, dated as of a date within five (5) Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (ivvi) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Applicable Domiciliary Regulators, Regulators in each case, dated as of a reasonably current datedated within five (5) days prior to the Closing Date; (vvii) certificates Certificates or articles Articles of incorporation, organization or formation Incorporation of the Company and of each of the CompaniesAcquired Company Subsidiaries, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five (5) Business Days prior to the Closing Date or a reasonably current dateDate; (viviii) copies resolutions of the managing bodies of Sellers that are neither individuals nor trusts, certified by an authorized signatory of such Sellers, approving and authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (ix) the bylaws of Homeland the Company and Yorkof each of the Acquired Company Subsidiaries, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland the Company and York the applicable Acquired Company Subsidiaries as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each director of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the ClosingCompany or any Acquired Company Subsidiary; (xi) a the certificate executed required by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfiedSection 9.1(a)(iv); (xii) the original stock transfer and corporate minute books (or their equivalent) of the Company and of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable LawCompany Subsidiaries; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xiv) such other documents, instruments or certificates as Buyer may be reasonably necessary to effectuate the Closing of the transactionrequest.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver deliver, or cause to Buyer be delivered, to Teltrend, in form and substance satisfactory to Teltrend, the following: (i) the Associated Assets (including the Records) transferred in a form reasonably acceptable to BuyerTransfer Agreements, duly executed by 3Net Holdings; (ii) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, duly executed transfers of the Estimated Purchase Price Shares by the registered holders in favor of Teltrend (provided that or such receipt or receipts shall become effective only upon full satisfaction other Persons nominated by Teltrend) as contemplated by SECTION 2.1 hereof and the share certificates and any additional documentation necessary to establish the transferor's title to the Shares, to authorize the executions of Buyer’s obligations set forth such transfers and to allow the transferees (subject to due stamping) to be registered in Section 3.2(a))the register of members of the Company and the stockholders' ledger of 3Net Delaware as holders of the U.K. Shares and U.S. Shares, respectively; (iii) a good standing certificate the Tax Deed duly executed by the Sellers and a certificate of compliance (or their equivalents) for each the members of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company)3Net Group; (iv) a good standing certificate the common seal (or its equivalent) for each if applicable), statutory books and other record books of the Insurance Companies, certified by the applicable Domiciliary Regulators, in Company and each case, dated as of a reasonably current dateSubsidiary written-up to Closing; (v) the certificates in respect of all issued shares in the capital or articles of incorporation, organization or formation of each capital stock of the CompaniesSubsidiaries duly registered in the name of the Company or another Subsidiary, together with all amendments thereto or restatements thereofor, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date extent that certificates have not been and are not required to be issued in respect of the share capital of any Subsidiary, a true and complete copy of the share register of that Subsidiary showing the Company or a reasonably current dateanother Subsidiary as the registered owner of all of that Subsidiary's issued share capital; (vi) copies all current cheque books relating to all bank accounts of the bylaws of Homeland Company and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Dateeach Subsidiary; (vii) a copy resignation letters from all secretaries, directors and managing directors or members of the limited liability company operating agreement supervisory boards or boards of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as directors of the Company and the Subsidiaries who are not expected to continue to serve in such capacity or capacities after the Closing Date(as determined in the sole discretion of Teltrend) and resolutions or other evidence of corporate action appointing such individuals as may be designated by Teltrend in replacement thereof; (viii) copies an unqualified letter of resolutions resignation from the auditors of the board of directors or board of managersCompany and each Subsidiary, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified in the form prescribed by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation Section 394 of the transactions contemplated hereby and therebyCompanies Act or as otherwise provided by Teltrend, which certificate will also certify the incumbency and signatures of the officers of Sellers and accompanied by written confirmation that such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreementauditors have no claims for unpaid fees or expenses; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be[intentionally omitted]; (x) the resignationsopinion of Messrs. Herbxxx Xxxxx, effective xxted the Closing Date, as to, among other things, the due organization of Sellers and the Company, the due authorization, execution and delivery of the Agreement and the applicable Ancillary Agreements by Sellers and the Company and the binding effect thereof (the form of which shall be agreed upon by the parties prior to Closing); (xi) evidence that all Required Approvals have been obtained; (xii) certificates, duly executed by each Seller and dated the Closing Date, to the effect that (A) all representations and warranties of such Seller contained in this Agreement, the Disclosure Memorandum, any other Ancillary Agreement or any schedule, annex, exhibit, certificate or other document delivered to Teltrend (or its representatives) by or on behalf of such Seller pursuant to this Agreement or any Ancillary Agreement or in connection with the transactions contemplated hereby or thereby (collectively, for all Sellers, the "SELLER TRANSACTION DOCUMENTS") are true and accurate as of the Closing as if made as of the Closing, and (B) all agreements and covenants of each director, officer such Seller and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days Company to be performed or complied with on or prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) Closing have been satisfied; (xii) the original stock transfer and corporate minute books (duly performed or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Lawcomplied with; (xiii) a non-foreign person affidavit from each Seller duly executed instrument of assignment, transferring the Intellectual Property identified on Annex 2.3(b)(xiii) to or at the direction of Teltrend; (other than Seller Parentxiv) certifying that such Seller (or its sole owner, if such Seller is disregarded the Deeds relating to the Leased Real Property as separate from such owner for United States federal tax purposesset forth in SCHEDULE 3.16(a)(i) is not a foreign person, in a form that satisfies to the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunderDisclosure Memorandum; and (xivxv) such other documentsinstruments, instruments documents and releases as Teltrend may reasonably request in connection with the Closing or certificates as relating to others with whom Teltrend, the Company or any Subsidiary may be reasonably necessary dealing with respect to effectuate the Closing of Business after the transactionClosing.

Closing Deliveries by Sellers. At or prior to the Closing, Sellers shall and the Company will deliver or cause to be delivered to Buyer the following, each in form and substance reasonably acceptable to Buyer: (a) a letter of transmittal for each Seller, duly executed by such Seller; (b) the books and records of the RHI Companies; (c) the required notices, consents, Permits, waivers, authorizations, orders and other approvals listed in Schedule 2.2(c), and all such notices, consents, Permits, waivers, authorizations, orders and other approvals will be in full force and effect and not be subject to the satisfaction of any condition that has not been satisfied or waived; (d) release and extinguishment of all (i) Indebtedness of the RHI Companies other than the Convertible Notes and (ii) Liens on any of the assets or capital stock of the RHI Companies, and documentation evidencing the same; (e) a letter agreement with the holder of each Convertible Note providing that after the Closing, such Convertible Note shall be convertible into shares of Buyer Common Stock and not the capital stock of the Company and, if agreed by the holder, an amendment to the Convertible Note to extend the maturity date of the Convertible Note in exchange for a conversion price equal to the Buyer Common Stock Price, in each case duly executed by each such holder and the Company; (f) a Non-Competition and Non-Solicitation Agreement by each Seller set forth on Schedule 2.2(f) in favor of Buyer and the Company in the form attached as Exhibit C hereto (the “Non-Competition Agreement”), duly executed by each such Seller and the Company; (g) the Employment Agreements by and between the Company and each of Bxxxx Xxxxx, Jxx Xxxxx and Axxx Xxxxxx-Xxxx in the forms attached as Exhibit D hereto (the “Employment Agreements”), duly executed by the Company and each such employee party thereto; (h) a Spousal Consent and Agreement in the form attached hereto as Exhibit E for each Seller that is a married individual, duly executed by such Seller and such Seller’s spouse; (i) a written opinion of the Associated Assets (including counsel the Records) transferred Company, substantially in a the form reasonably acceptable to Buyerof Exhibit F hereto, duly executed by such counsel; (ii) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iiij) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such RHI Company is organized, dated certified as of a date within five Business Days no later than thirty (30) days prior to the Closing Date or reasonably current date (other than states from the proper Governmental Authority in which a good standing certificate (or its equivalent) is not issued for an insurance company)jurisdiction of organization; (ivk) a good standing certificate from the Company’s secretary certifying to (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vii) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York Company’s Governing Documents as in effect as of the Closing Date; immediately prior to the Effective Time, (viiii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the Company’s board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any each of the Ancillary Agreements Documents to which Sellers it is a party or such Affiliates are parties by which it is bound and the consummation of the Merger and each of the other transactions contemplated hereby and thereby, which certificate will also certify and (iii) the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing authorized to execute this Agreement and or any Ancillary AgreementDocument to which the Company is or is required to be a party or by which the Company is or is required to be bound; (ixl) all Ancillary Agreements to which any Seller, any Company or any Affiliate a consolidated balance sheet of any Seller is or is to be a party, duly executed by Sellers, such the RHI Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other a date no later than those directors, officers and managers thirty (if any30) whom Buyers shall have specified in writing at least five Business Days days prior to the Closing, prepared in good faith and in accordance with the same accounting principles, methods and procedures used to prepare the Financial Statements, as defined in Section 3.5(a), and separately a schedule showing the Net Working Capital based on such balance sheet (together, the “Closing Balance Sheet”); (xim) a certificate executed by Seller Parent certifying evidence that the conditions set forth in Sections 8.1(a) Certificate of Merger has been filed with and 8.1(b) have been satisfiedaccepted by the Secretary of State of the State of New York; (xiin) suitable documentation to add additional employees of Buyer or its Affiliates as signatories to the original stock transfer and corporate minute books (or their equivalent) of each Bank Accounts of the Acquired Companies that are in the possession of Sellers or the Acquired CompaniesCompany set forth on Schedule 3.19, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunderprescribed by Buyer; and (xivo) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing evidence of the transactiontermination of each contract or arrangement set forth on Schedule 2.2(o) in each case effective at or prior to the Closing.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver the following items to Buyer at the followingClosing: (i) duly executed special or limited warranty deeds (one or more for each county, at Buyer’s election pursuant to Section 11.1 above) warranting only against persons claiming by, though or under each Seller and subject only to the Associated Assets Permitted Exceptions, in each case substantially in the form of Exhibit E (including Georgia) and Exhibit E-1 (Texas) attached hereto (collectively, the Records) transferred in a form reasonably acceptable to Buyer“Deeds”); (ii) a receipt or receipts signed by Sellers evidencing receipt by Sellersduly executed counterparts of assignment and assumption agreements under which each Seller assigns to Buyer all of each Seller’s right, title and payment by Buyerinterest in and to the Real Property Leases and Buyer assumes all of each Seller’s obligations, covenants and responsibilities under the Real Property Leases in each case substantially in the form of the Estimated Purchase Price Exhibit F (provided that such receipt or receipts shall become effective only upon full satisfaction each, an “Assignment and Assumption of Buyer’s obligations set forth in Section 3.2(a)Real Property Leases”); (iii) a good standing certificate duly executed counterparts of assignment and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in assumption agreements under which each such Company is organizedSeller assigns to Buyer all of each Seller’s right, dated as of a date within five Business Days prior title and interest in and to the Closing Date or reasonably current date Assumed Contracts, and Buyer assumes all of each Seller’s obligations, covenants and responsibilities under the Assumed Contracts in each case substantially in the form of Exhibit G -1 (other than states in which a good standing certificate (or its equivalent) is not issued for each, an insurance company“Assignment and Assumption of Assumed Contracts”); (iv) a good standing certificate duly executed counterparts of assignment and assumption agreements under which FORESTREE VI LP assigns to Buyer all of FORESTREE VI LP’s right, title and interest in and to the Georgia Supply Agreement, and Buyer assumes all of FORESTREE VI LP’s obligations, covenants and responsibilities under the Georgia Supply Agreement substantially in the form of Exhibit G-2 (or its equivalent) for each the “Assignment and Assumption of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current dateGeorgia Supply Agreement”); (v) certificates or articles of incorporation, organization or formation duly executed certificate of each Seller certifying that each Seller’s respective representations and warranties set forth in Article VI of the Companiesthis Agreement are true, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland correct and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York complete as of the Closing Date; (viivi) a copy of an affidavit stating the limited liability company operating agreement taxpayer identification number of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers Seller and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a “foreign person, in a form that satisfies the requirements ” for purposes of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; (vii) an Owner’s Title Affidavit reasonably requested by the Title Company, substantially in the form of Exhibit H; (viii) an Affidavit of Seller’s Residence, substantially in the form of Exhibit I; (ix) such assignments, affidavits, certificates of title and other instruments of assignment and conveyance, all in form reasonably satisfactory to Buyer, as are necessary to convey fully and effectively to Buyer Sellers’ interest in the Property in accordance with the terms hereof and in order to permit Buyer to obtain title insurance on the Timberlands, as contemplated herein; (x) an executed closing statement with respect to the transactions contemplated hereby; and (xivxi) such other documentsan estoppel letter in a form provided in the Georgia Supply Agreement from Georgia Biomass under the Georgia Supply Agreement, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transactionextent requested by Buyer.

Closing Deliveries by Sellers. At or prior to the Closing, the Sellers shall deliver to Buyer the followingPurchaser: (ia) xxxx of sale substantially in the Associated form of Exhibit A (the “Xxxx of Sale”) duly executed by the Sellers; (b) assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement”) duly executed by the Sellers; (c) a certified copy of the Sale Order; (d) copies of all instruments, certificates, documents and other filings (if applicable) necessary to release the Purchased Assets (from all Encumbrances, including the Records) transferred any applicable UCC termination statements and releases of Mortgages, all in a form reasonably acceptable satisfactory to BuyerPurchaser; (ii) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vie) copies of the bylaws of Homeland waivers, consents and Yorkapprovals for those executory contracts on Schedule 1.1(b), together with all amendments thereto or restatements thereofwhere such waivers, certified by consents and approvals are required to operate the Secretary or Assistant Secretary of Homeland and York Business in the ordinary course; (f) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of each of the Sellers certifying that the conditions set forth in Section 9.3 have been satisfied; (viig) a copy of the limited liability company operating agreement resolutions adopted by the Board of Directors of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions Sellers evidencing the authorization of the board of directors or board of managers, as applicable, of Sellers execution and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and therebyhereby, which certificate will also certify the incumbency and signatures certified by an authorized officer of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary AgreementSeller; (ixh) all Ancillary Agreements to which any Seller, any Company or any Affiliate instrument of any Seller is or is to be a partyassumption and assignment of the Assumed Leases substantially in the form of Exhibit C (the “Assumption and Assignment of Leases”), duly executed by the Sellers, such Companies or such Affiliatesin form for recordation with the appropriate public land records, as the case may beif necessary; (xi) an Intellectual Property Assignment and Assumption Agreement substantially in the resignationsform of Exhibit D (the “IP Assignment and Assumption Agreement”), effective as of executed accordingly by the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the ClosingSellers; (xij) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) possession of each of Owned Real Property, together with duly executed deeds for each Owned Real Property conveying the Acquired Companies Owned Real Property, existing surveys, legal descriptions and title policies that are in the possession of Sellers or the Acquired CompaniesSellers, with physical delivery thereof subject only to any requirements of Applicable LawPermitted Encumbrances; (xiiik) a nonquit claim deed conveying all right, title, and interest of Sellers in the Acquired Buildings; (l) policies of title insurance dated as of the Closing Date in respect of Owned Real Property for the benefit of Purchaser; (m) possession of the Purchased Assets and the Business; (n) certificates executed by each Seller, in the form prescribed under Treasury Regulation Section 1.1445-foreign person affidavit from each Seller (other than Seller Parent) certifying 2(b), that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign personperson within the meaning of Section 1445(0(3) of the Code; (o) such other bills of sale, deeds, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in a form that satisfies reasonably satisfactory to Purchaser, as Purchaser may reasonably request to vest in Purchaser all of Sellers’ right, title and interest of Sellers in, to or under any or all the requirements Purchased Assets, including all Owned Real Property; (p) such ordinary and customary documents (including any factually accurate affidavits) as may be required by any title company or title insurance underwriter to enable Purchaser to acquire, at Purchaser’s sole election and Purchaser’s sole cost and expense, one or more owner policies of Section 1445 title insurance issued by such title company covering any or all of the Code Owned Real Property; (q) a duly completed FIRPTA Certificate; (r) the most recent final Phase I Environmental Site Assessment reports for the Acquired Owned Real Property and Acquired Buildings; (s) a support agreement executed by the Term Administrative Agent and Required Lenders (the “Term Lenders”) under the Amended and Restated Senior Secured Term Loan Agreement, dated as of December 22, 2011, by and among Orchard Supply Hardware LLC, Orchard Supply Hardware Stores Corporation, and the Treasury Regulations promulgated thereunderother guarantors from time to time party thereto, substantially in the form attached hereto as Exhibit G; and (xivt) such other documents, instruments or certificates documents as Purchaser may be reasonably request that are not inconsistent with the terms of this Agreement and customary for a transaction of this nature and necessary to effectuate evidence or consummate the Closing of the transactiontransactions contemplated by this Agreement.

Closing Deliveries by Sellers. At or prior to the Closing, Sellers shall will deliver or cause to Buyer be delivered to the Purchaser the following, each in form and substance reasonably acceptable to the Purchaser: (ia) as requested by the Associated Assets (including Purchaser, certificates representing the Records) transferred Purchased Xxxxxx, duly endorsed or accompanied by stock powers duly executed and in a form reasonably acceptable to Buyerthe Purchaser necessary to transfer the Purchased Shares to the Purchaser on the books of the Company; (iib) a receipt or receipts signed as requested by Sellers evidencing receipt by Sellersthe Purchaser, the books and payment by Buyer, records of the Estimated Purchase Price (provided that Group Companies, including all corporate and other records, books of account, contracts, agreements and such receipt other documents or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a))certificates as the Purchaser may reasonably request; (iiic) the required notices, consents, Xxxxxxx, waivers, authorizations, orders and other approvals for this Agreement to be effective, and all such notices, consents, Permits, waivers, authorizations, orders and other approvals will be in full force and effect and not be subject to the satisfaction of any condition that has not been satisfied or waived; (d) as requested by the Purchaser, a good standing certificate and a certificate of compliance (or their equivalents) for each of Group Company formed in the Companies issued by the Secretary of State of the state in which each such Company is organized, dated U.S. certified as of a date within five Business Days no earlier than thirty (30) days prior to the Closing Date or reasonably current date (other than states from the proper government official in which a good standing certificate (or its equivalent) is not issued for an insurance company)jurisdiction of organization as of the Closing; (ive) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified as requested by the applicable Domiciliary RegulatorsPurchaser, in each case, dated as of a reasonably current date; certificate from the Company’s secretary certifying to (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vii) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York Company’s Charter Documents as in effect as of the Closing Date; Closing, (viiii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the Company’s board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and stockholders authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements each of the other Transaction Documents to which Sellers it is a party or such Affiliates are parties by which it is bound, and the consummation of each of the transactions contemplated hereby and thereby, which certificate will also certify and (iii) the incumbency and signatures of officers of the officers of Sellers and such Affiliates of Sellers, as applicable, executing Company authorized to execute this Agreement and or any Ancillary Agreementother Transaction Document to which the Company is or is required to be a party or by which the Company is or is required to be bound; (ixf) all Ancillary Agreements to which any Selleras requested by the Purchaser, any a certification, under penalties of perjury, stating that the Company or any Affiliate is not and has not been a United States real property holding corporation, and accordingly, interests in the Company are not United States real property interests, dated as of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, the Closing Date and in form and substance as the case may berequired under Treasury Regulation Section 1.897-2(h) and 1.1445-2(c)(3),; (xg) resignations effective immediately upon the resignations, effective as Closing of the Closing, of each director, officer directors and manager of each officers of the CompaniesCompany in their capacities as directors and/or officers, other than those directorsif requested by the Purchaser; (h) suitable documentation to add additional employees of the Purchaser or its Affiliates as signatories to the bank accounts of the Company, officers and managers if prescribed by the Purchaser; (if anyi) whom Buyers shall have specified evidence of the termination of any contract or arrangement in writing each case effective at least five Business Days or prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xivj) such other documents, instruments or certificates documents as may be reasonably necessary to effectuate requested by the Closing of the transactionPurchaser.

Closing Deliveries by Sellers. At or prior to the Closing, Sellers shall deliver deliver, or cause to Buyer the followingbe delivered, to Purchaser: (i) the Associated Assets (including the Records) transferred in a form reasonably acceptable to Buyer; (iia) a receipt or receipts signed bill of sale and assignment and assumption agreement substantially in the form of Exhibit A attached hereto (the “Assignment and Assumption Agreement”) duly executed by Sellers evidencing receipt by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary RegulatorsSeller, in each case, dated as of a reasonably current datewith respect to the applicable Acquired Assets; (vb) certificates an IRS Form W-9 executed by each Seller or articles its regarded owner; (c) an Intellectual Property Assignment Agreement substantially in the form of incorporationExhibit B attached hereto (the “Intellectual Property Assignment Agreement”) duly executed by each applicable Seller, organization or formation of in each of the Companiescase, together with all amendments thereto or restatements thereof, certified by respect to the applicable Domiciliary RegulatorsTransferred Intellectual Property, Secretaries of State or and such other appropriate Governmental Authoritydocuments that may be reasonably requested by Purchaser to transfer the Transferred Intellectual Property; (d) a duly executed transition services agreement, dated as of a date within five Business Days which will provide that the Sellers will provide certain services to the Purchaser at direct cost, and otherwise in form and substance to be mutually agreed by Purchaser and Seller Representative, each acting in good faith, prior to the Closing Date (the “Transition Services Agreement”); the parties may agree in the Transition Services Agreement to allow for additional time to determine the scope and text for some of the services to be provided; the Transition Services Agreement shall include at least: (i) making available for at least 90 days contractor licenses in markets where Seller is licensed so that Purchaser may process and complete solar system installations in those markets; (ii) access for at least 120 days to data and functionality of certain software licenses or functionality or SaaS services that are Acquired Assets. (e) a reasonably current datecopy of the Sale Order as entered by the Bankruptcy Court; (vif) copies of the bylaws of Homeland and York, all Assigned Contracts (together with all amendments thereto material amendments, supplements or restatements thereofmodifications thereto) to the extent not already located at the offices of the Business; (g) physical possession of all of the Acquired Assets capable of passing by delivery with the intent that title in such Acquired Assets shall pass by and upon delivery; (h) an officer’s certificate, certified by the Secretary or Assistant Secretary of Homeland and York dated as of the Closing Date; (vii) , executed by a copy of the limited liability company operating agreement duly authorized officer of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(aSection 6.3(a) and 8.1(bSection 6.3(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xivi) such all other documents, instruments and writings reasonably requested by Xxxxxxxxx to be delivered by Seller at or certificates as may be reasonably necessary prior to effectuate the Closing of the transactionpursuant to this Agreement.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver to Buyer the followingBuyer: (ia) certificates representing all of the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank by Sellers for transfer to Buyer free and clear of all Liens (other than Liens imposed by applicable securities Laws); (b) the Associated Assets minute book of the Company; (including the Recordsc) transferred a certificate, in a form reasonably acceptable to Buyer; (ii) a receipt or receipts , signed by Sellers evidencing receipt by Sellers, the secretary or another officer of Company and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of certifying that the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties Company adopted the resolutions attached to any Ancillary Agreement, certified such certificate to authorize the transactions contemplated by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties the other Transaction Documents and the consummation Company's performance of the transactions contemplated hereby its obligations hereunder and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreementthereunder; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xid) a certificate executed signed by Seller Parent certifying that each Seller, in form and substance reasonably satisfactory to Buyer, to the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying effect that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a “foreign person, in a form that satisfies the requirements of ,” “foreign corporation,” “foreign partnership,” “foreign trust” or “foreign estate” under Section 1445 of the Code and containing all such other information as is required to comply with the Treasury Regulations promulgated thereunderrequirements of such Section, so that Buyer is exempt from withholding any amounts from the Purchase Price payable hereunder; (e) the Escrow Agreement, duly executed by Sellers’ Representative; (f) a listing of all Transaction Expenses (the “Expense Certificate”); (g) a listing of pay-off amounts for all principal and accrued interest of Indebtedness of the Company, other than the Transaction Expenses and the Affiliate Guarantees (the “Pay‑Off Certificate”), and documentation reasonably acceptable to Buyer that upon the payment of the amounts listed in the Pay‑Off Certificate, all of such Indebtedness will be paid and discharged in full and any Liens related to such Indebtedness existing as of the Closing will be discharged; (h) letters from the applicable lenders setting forth all principal and accrued interest secured by the Affiliate Guarantees that is due and payable as of the Closing Date (the aggregate of such amounts, the “Affiliate Guarantee Escrow Deposit”); (i) the Rasons Court Agreement and the Horseblock Amendment, each duly executed by the parties thereto; (j) the Employment Agreements, duly executed by the parties thereto; (k) the Noncompetition Agreements, duly executed by the parties thereto other than Buyer; and (xivl) such other documentsthe Loan Agreement, instruments or certificates as may be reasonably necessary to effectuate duly executed by the Closing of the transactionparties thereto.

Closing Deliveries by Sellers. At the Closing, the Sellers shall deliver to Buyer the followingBuyer: (ia) An instrument of assignment, transfer and conveyance substantially in the Associated Assets form set forth on Exhibit C (including the Records) transferred in a form reasonably acceptable "Assignment"), executed by each Seller, evidencing the assignment, transfer and conveyance by each Seller of his respective Seller Units to Buyer; (iib) a A cross receipt or receipts signed substantially in the form set forth on Exhibit D hereto (the "Cross Receipt"), executed by Sellers each Seller, evidencing receipt by Sellers, and payment by Buyer, the Sellers of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a))Price; (c) Resignation of Xxxxx as Managing Member of Blue II, executed by Xxxxx; (d) Resignation of each other Seller as a manager and/or officer of Blue II, to the extent applicable; (e) Evidence from FCNB and the Maryland Industrial Development Financing Authority ("MIDFA") in form satisfactory to the Buyer, in its sole discretion, (i) consenting to the change in control and ownership of Blue II contemplated by this Agreement, (ii) certifying that such change in control and ownership (x) is not a default under Section 10.1 of the Loan and Financing Agreement by and among the Maryland Economic Development Corporation ("MEDCO"), Blue II, FBC and FCNB, as successor to Signet Bank, dated July 19, 1996, as amended (the "Loan and Financing Agreement"), (y) does not violate any other provision of the Loan and Financing Agreement and (z) does not violate, or constitute a default under, any other documentation entered into in connection with the Loan and Financing Agreement (the "Additional Loan Documents") and (iii) approving Buyer's proposed amendments and modifications to the Lease Agreement. (f) Evidence that the Sellers have terminated or caused Blue II to terminate the Petition-For Warrant of Restitution filed on behalf of Blue II with the District Court of Maryland for Xxxxxxxxx County. (g) The Sellers shall deliver to Chicago Title Insurance Company ("CTIC") such affidavits and/or indemnities required by CTIC in order for CTIC to issue such an ALTA Owner's Policy of Title Insurance and endorsements insuring that Blue II is the owner of fee simple title to the Leased Premises in the amount of $2,920,000 and showing such exceptions and otherwise in such form as reasonably satisfactory to the Buyer, which Policy shall include, without limitation, a good non-imputation endorsement (the "Title Policy"). (h) [intentionally omitted] (i) A zoning letter from the County of Frederick, Maryland in form reasonably satisfactory to the Buyer, certifying that the use of the Leased Premises as a beer manufacturing and distribution facility and other related uses complies with all applicable Laws. (j) Articles of organization of Blue II, certified by the Secretary of State of Maryland; (k) Good standing certificate and a certificate of compliance (Blue II, or their equivalents) for each of the Companies an equivalent document, issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunderMaryland; and (xiv1) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing A certificate of the transactionManaging Member of Blue II certifying as to (i) resolutions authorizing this Agreement and the Transaction and the other transactions contemplated hereby, (ii) the Operating Agreement and (iii) the incumbency of each officer of Blue II executing any documents in connection with this Agreement.

Closing Deliveries by Sellers. At or prior to the Closing, Sellers shall will deliver or cause to be delivered to Buyer the following, each in form and substance reasonably acceptable to Buyer: (ia) the Associated Assets (including the Records) transferred powers duly executed and in a form reasonably acceptable to BuyerBuyer necessary to transfer the Purchased Interests to Buyer on the books and records of the Company; (iib) a receipt or receipts signed by Sellers evidencing receipt by Sellers, the books and payment by Buyer, records of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a))Lighthouse Companies; (iiic) the required notices, consents, Permits, waivers, authorizations, orders and other approvals listed in Schedule 3.2(c), and all such notices, consents, Permits, waivers, authorizations, orders and other approvals will be in full force and effect and not be subject to the satisfaction of any condition that has not been satisfied or waived; (d) release and extinguishment of all (i) Indebtedness of the Lighthouse Companies and (ii) Liens on any of the assets of the Lighthouse Companies, and documentation evidencing the same; (e) each Note, duly executed by Sellers; (f) the Non-Competition and Non-Solicitation Agreement by and between Buyer and Seller in the form attached as Exhibit C hereto (the “Non-Competition Agreement”), duly executed by Seller; (g) the Employment Agreements by and between each Seller and the Company, in the forms attached as Exhibit D hereto (the “Employment Agreements”), duly executed by each such Seller and the Company; (h) a written opinion of Sellers’ counsel, substantially in the form of Exhibit E hereto, duly executed by Sellers’ counsel; (i) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Lighthouse Company is organized, dated certified as of a date within five Business Days no later than thirty (30) days prior to the Closing Date or reasonably current date (from the proper state official in its jurisdiction of organization and each other than states jurisdiction in which such Lighthouse Company is qualified to do business as a good standing certificate (or its equivalent) is not issued for an insurance company)foreign entity as of the Closing; (ivj) a good standing certificate (or its equivalent) for each from a manager of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; Company certifying to (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (viA) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York Company’s Governing Documents as in effect as of the Closing Date; Closing, (viiB) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers Company’s members and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and managers authorizing the execution, delivery and performance of this Agreement and any each of the Ancillary Agreements Documents to which Sellers it is a party or such Affiliates are parties by which it is bound, and the consummation of each of the transactions contemplated hereby and thereby, which certificate will also certify and (C) the incumbency and signatures of the managers and/or officers of Sellers and such Affiliates of Sellers, as applicable, executing authorized to execute this Agreement and or any Ancillary AgreementDocument to which the Company is or is required to be a party or by which the Company is or is required to be bound; (ixk) all Ancillary Agreements to which any Seller, any Company or any Affiliate an affidavit of any non-foreign status of Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective dated as of the Closing, of each director, officer Closing Date in form and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of substance required under Section 1445 of the Code and such that Buyer is exempt from withholding any portion of the Treasury Regulations promulgated thereunderPurchase Price that might otherwise be required by Section 1445 of the Code; (l) the Estimated Closing Statement in accordance with Section 1.4; (m) [RESERVED]; (n) suitable documentation to add additional employees of Buyer or its Affiliates as signatories to the Bank Accounts of the Company set forth on Schedule 4.25, as prescribed by Buyer; (o) one or more CD-ROMs or alternatively portable “thumb drives,” in PC-readable format, that contain readable, working Adobe or other (i.e., Microsoft Office) portable document format files that set forth all of the documents provided in the Data Site prior to the Closing; and (xivp) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing evidence of the transactiontermination of each contract or arrangement set forth on Schedule 3.2(p) in each case effective at or prior to the Closing.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver to Buyer the followingCxxxxxx and Purchasers: (ia) A Bxxx of Sale and Assignment Agreement, substantially in the Associated Assets form of Exhibit C (including the Records) transferred in a form reasonably acceptable to Buyer“Bxxx of Sale”), as executed by Wxxxx US; (iib) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a))Conveyance Instrument for Canadian Related Assets; (iiic) a good standing certificate Share certificates representing all of the Shares, with Share powers in proper form for transfer, duly executed by Katy; (d) Receipt for Asset Purchase Price and a Share Purchase Price; (e) A certificate of compliance (the Secretary or their equivalents) an Assistant Secretary for each of the Companies issued Katy, Wxxxx US and Wxxxx Canada, respectively, certifying as to: (i) its certificate and articles of incorporation or similar governing documents, as certified by the Secretary authority in the jurisdiction of State of the state in which each such Company is organizedits incorporation, dated as of a date within five Business Days not earlier than ten (10) days prior to the Closing Date or reasonably current date Date; (other than states in which a good standing certificate ii) its by-laws, as amended; (or its equivalentiii) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board its Board of directors or board of managers, as applicable, of Sellers Directors authorizing and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance by it of this Agreement and any Ancillary Agreements agreements, instruments, certificates or other documents executed by it pursuant to which Sellers or such Affiliates are parties this Agreement, and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify (iv) the incumbency and signatures of its officers; (f) Resolution of the Board of Directors of Wxxxx Canada authorizing the sale and transfer of the Shares; (g) A certificate of the Secretary of State or equivalent, or in the case of Wxxxx Canada, Registrar of Corporations, of the jurisdiction of incorporation (as applicable), and of each other jurisdiction set forth in Section 7.1 of the Disclosure Schedule, in each case as of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing and foreign qualification of Wxxxx Canada in such jurisdictions; (h) A certificate, dated the Closing Date, executed by the appropriate officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreementrequired by Section 9.2; (ixi) The consents, authorizations and approvals of the Governmental Authorities and other Persons set forth in Schedule 9.5, together with any and all Ancillary Agreements to which any Sellerother consents, any Company or any Affiliate authorizations and approvals of any Seller is or is to be a party, duly executed other Persons under additional Contracts identified in Section 7.6(b) of the Disclosure Schedule that have been obtained by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective Sellers as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xij) a certificate executed by Seller Parent certifying that Payoff Letters and releases necessary to terminate and discharge any and all Liens on the conditions set forth in Sections 8.1(a) Purchased Assets other than Permitted Liens, and 8.1(b) have been satisfiedall Liens on the Shares; (xiik) the original stock transfer and corporate minute books (or their equivalent) Resignations of each members of the Acquired Companies that are board of directors and officers of Wxxxx Canada as requested by Cxxxxxx before the Closing; (l) All corporate seals, minute books, Shares records and other similar records pertaining to Wxxxx Canada in the possession of Sellers Katy, Wxxxx Canada or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Lawits Affiliates; (xiiim) a non-foreign person affidavit from each Seller A certificate of insurance adding Cxxxxxx and Purchasers as third party beneficiaries of Katy’s general liability insurance policy; (other than Seller Parentn) certifying that such Seller Escrow Agreement, executed by Sellers; (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposeso) is not a foreign person, in a form that satisfies the requirements Evidence of Section 1445 transfer to Katy of the Code and the Treasury Regulations promulgated thereunderCanadian Retained Assets as required by Section 5.9; and (xivp) such Such other documentsdocuments as Cxxxxxx and Purchasers may reasonably request to carry out the purposes of this Agreement, instruments or certificates as may including the documents to be reasonably necessary delivered pursuant to effectuate Article IX and in connection with the Closing transfer of the transactionUS Related Assets and Canadian Related Assets.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver have ----------------------------- delivered or caused to Buyer the followingbe delivered to COMPS: (i) possession of all of the Associated Assets (including Purchased Assets, together will all files and Books and Records relating to the Records) transferred in a form reasonably acceptable to BuyerPurchased Assets; (ii) a receipt or receipts signed by Sellers evidencing receipt Xxxx of Sale substantially in the form of Exhibit C --------- attached hereto, conveying good and marketable title in all of the Purchased Assets, duly executed by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) an Assignment and Assumption Agreement by and among COMPS and Sellers substantially in the form of Exhibit D --------- attached hereto (the "General Assignment"), duly executed by Sellers; (iv) a good standing certificate Consent to Assignment of Contract by and between the Company and the Person other than the Company who is party to the Assumed Contract being assigned to COMPS, substantially in the form of Exhibit E attached hereto --------- (the "Consent to Assignment"), duly executed by the Company and each such other Person who is a party to the Assumed Contract; (v) an Intellectual Property Assignment of all of the Company Intellectual Property by and between COMPS and the Company, substantially in the form of Exhibit F attached --------- hereto (the "Intellectual Property Assignment"), duly executed by the Company; (vi) the Non-Competition Agreements by and between COMPS and each of the Company, the Stockholder and Xxxxx Xxxxxx, respectively, substantially in the form of Exhibit G --------- attached hereto, (the "Non-Competition Agreements") duly executed by the Company, the Stockholder and Xxxxx Xxxxxx, respectively; (vii) Independent Contractor Agreements by and between COMPS and each of Xxxxxxx Xxxxx and Xxxxx Xxxxxx, respectively, substantially in the form of Exhibit H attached hereto --------- (the "Independent Contractor Agreements"), duly executed by each of Xxxxxxx Xxxxx and Xxxxx Xxxxxx, respectively; (viii) a certificate of compliance (or their equivalents) for each an officer of the Companies issued Company and of the Stockholder, substantially in the form of Exhibit I --------- attached hereto, duly executed by the officer of the Company and the Stockholder; (ix) a certificate of the Secretary of the Company substantially in the form of Exhibit J attached hereto, --------- certifying as of the Closing Date (A) a true and complete copy of the organizational documents of the Company certified as of a recent date by the Secretary of State of Texas, (B) a certificate of each appropriate Secretary of State certifying the account status and existence of the Company in its state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than incorporation and all states in which a good standing certificate it is qualified to do business, (or its equivalent) is not issued for an insurance company); (ivC) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland true and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a complete copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, the Company and resolutions of Sellers and any Affiliates the stockholders of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and the Company authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties by the Company and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the (D) incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be;matters; and (x) such other documents as COMPS may reasonably request for the resignations, effective as purpose of facilitating the consummation of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xiv) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transaction.transactions contemplated herein

Closing Deliveries by Sellers. At or prior to the Closing, the Sellers shall deliver to Buyer the followingPurchaser: (ia) xxxx of sale substantially in the Associated Assets form of Exhibit A (including the Records“Xxxx of Sale”) transferred in a form reasonably acceptable to Buyerselling all of the Purchased Assets, other than any Owned Real Property or Assigned Contracts, duly executed by the Sellers; (iib) a receipt or receipts signed assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement”) assigning the Assigned Contracts and Permits to Purchaser, duly executed by Sellers evidencing receipt by the Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iiic) a good standing certificate and a certificate of compliance (or their equivalents) for each entry of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company)Sale Order; (ivd) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each casean officer’s certificate, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date, executed by a duly authorized officer of the Sellers certifying that the conditions set forth in Section 9.3 have been satisfied; (viie) a copy of the limited liability company operating agreement resolutions adopted by the Board of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as Directors of the Closing Date; (viii) copies of resolutions Sellers evidencing the authorization of the board of directors or board of managers, as applicable, of Sellers execution and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and therebyhereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates certified by an authorized officer of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ixf) all Ancillary Agreements an irrevocable waiver of Sellers’ and Sellers’ affiliates’ rights to which any Seller, any Company or any Affiliate intellectual property infringement claims related to the use of any Seller is equipment, processes, or is to be a partydesigns at the Terminal, duly regardless of how modified by Purchaser or its assigns, executed accordingly by the Sellers, such Companies or such Affiliates, as the case may be; (xg) the resignations, effective as of the Closing, possession of each directorOwned Real Property, officer together with duly executed deeds for each Owned Real Property conveying the Owned Real Property, existing surveys, legal descriptions and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies title policies that are in the possession of Sellers or the Acquired CompaniesSellers, with physical delivery thereof subject only to any requirements of Applicable LawPermitted Encumbrances; (xiiih) a nonpossession of the Purchased Assets; (i) certificates executed by Sellers, in the form prescribed under Treasury Regulation Section 1.1445-foreign person affidavit from each Seller (other than Seller Parent) certifying 2(b), that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is Sellers are not a foreign personperson within the meaning of Section 1445(0)(3) of the Code; (j) such other bills of sale, deeds, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in a form that satisfies reasonably satisfactory to Purchaser, as Purchaser may reasonably request to vest in Purchaser all of Sellers’ right, title and interest of Sellers in, to or under any or all the requirements Purchased Assets, including all Owned Real Property; (k) such ordinary and customary documents (including any factually accurate affidavits) as may be required by any title company or title insurance underwriter to enable Purchaser to acquire, at Purchaser’s sole election and Purchaser’s sole cost and expense, one or more owner policies of Section 1445 title insurance issued by such title company covering any or all of the Code and Owned Real Property; (l) an updated Phase I environmental assessment report, dated within ninety days of the Treasury Regulations promulgated thereunderexecution of this Agreement, that demonstrates that there are no recognized environmental conditions that impact the Terminal, or otherwise meets the satisfaction of Purchaser; and (xivm) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transactiona duly completed FIRPTA Certificate.

Closing Deliveries by Sellers. At the Closing, the Sellers shall deliver deliver, or cause to Buyer the followingbe delivered to Buyer: (ia) a duly executed xxxx of sale for the Associated Purchased Assets in the form of Exhibit B attached hereto (including the Records“Xxxx of Sale”); (b) transferred a duly executed assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”); (c) a duly executed trademark assignment agreement in the form attached hereto as Exhibit D (the “Trademark Assignment Agreement”); (d) a duly executed transition services agreement in the form attached hereto as Exhibit E (the “Transition Services Agreement”); (e) a duly executed escrow agreement substantially in the form attached hereto as Exhibit F, executed by Huron and an escrow agent to be mutually agreed upon by the Parties (“Escrow Agent”) (the “Bonus Pool Escrow Agreement”); (f) evidence of the resignations of such directors, managers and officers of the Purchased Entities as are requested by Buyer no later than five (5) Business Days prior to the Closing Date; (g) certificates evidencing the Interests, to the extent that such Interests are in certificated form, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and, to the extent such Interests are not in certificated form, other evidence of ownership or assignment of such Interests in a form reasonably acceptable to Buyer; (iih) with respect to Interests of Purchased Entities organized in jurisdictions outside the United States, such share transfer deeds, stock powers, certificates of title, share certificates, deeds, assignments and other agreements or instruments of transfer (in a receipt or receipts signed by Sellers evidencing receipt by Sellers, form that is consistent with the terms and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance conditions of this Agreement and any Ancillary Agreements otherwise customary in such jurisdictions) as the parties mutually agree are reasonably necessary or appropriate to which Sellers or such Affiliates are parties and effect the consummation transfer of the transactions contemplated hereby and therebyInterests pursuant to this Agreement (collectively, which certificate will also certify the incumbency and signatures of “Foreign Closing Documents”), in each case duly executed by the officers of applicable Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary AgreementPurchased Entities; (ixi) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as (i) in the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers Seller who is transferring (if anyA) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) Purchased Assets that include a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for “United States federal tax purposes) is not a foreign person, real property interest” as defined in a form that satisfies the requirements of Section 1445 897 of the Code and the Treasury Regulations promulgated thereunderissued thereunder (a “USRPI”), or (B) a Purchased Entity that is a domestic corporation for U.S. federal income tax purposes, a duly executed certificate, dated as of the Closing Date, in compliance with Treas. Reg. §1.1445-2(b)(2), stating that such Seller is not a “foreign person” as defined in Section 1445 of the Code; and (ii) in the case of each Seller transferring assets that do not constitute a USRPI, a statement certifying that none of the assets transferred by such Seller include a USRPI; (j) copies of UCC-3 termination or partial release statements, releases and/or such other documentation reasonably requested by Buyer, in each case, in form and substance reasonably satisfactory to Buyer, evidencing the release of (a) Liens on the Purchased Assets and the Interests arising pursuant to the Huron Credit Agreement and (b) the Liens described on Section 3.2(j) of the Sellers Disclosure Schedule; (k) the certificate required by Section 11.1(d); and (xivl) such other documents, documents and instruments or certificates as may be reasonably necessary to effectuate consummate the Closing of the transactiontransactions contemplated by this Agreement.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver have delivered or caused to Buyer the followingbe delivered to Buyer: (i) possession of all of the Associated Assets (including Purchased Assets, together will all files, Books and Records relating to the Records) transferred in a form reasonably acceptable to BuyerPurchased Assets; (ii) a receipt or receipts signed by Sellers evidencing receipt by Sellersan original Bill xx Sale substantially in the form of Exhibit B attached hereto, conveying good and payment by Buyer, marketable title in all of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a))Purchased Assets duly executed by the Company; (iii) a good standing certificate an original Assumption and a certificate Assignment Agreement substantially in the form of compliance Exhibit C attached hereto (or their equivalentsthe "General Assignment") for each of all of the Companies issued Purchased Assets, duly executed by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company)Company; (iv) a good standing certificate (or its equivalent) for each if there is Intellectual Property of the Insurance CompaniesCompany, certified an original Intellectual Property Assignment of all Intellectual Property of the Company, including without limitation that set forth in the Disclosure Schedule of Sellers (the "Intellectual Property Assignment"), substantially in the form of Exhibit D attached hereto, duly executed by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current dateCompany; (v) certificates or articles of incorporation, organization or formation of each a certificate of the Companies, together Manager of the Company substantially in the form of Exhibit E attached hereto to evidence compliance with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current dateSections 8.1 and 8.2 hereof; (vi) copies a certificate of each of the bylaws Members, respectively, substantially in the form of Homeland Exhibit F attached hereto to evidence compliance with Sections 8.1 and York8.2 hereof; (vii) a certificate of the Manager of the Company substantially in the form of Exhibit G attached hereto; (viii) the Employment Agreements (including a form of release acceptable to Buyer), together with all amendments thereto or restatements thereofexecuted by each employee designated by Buyer, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (viiix) all clearance certificates or similar documents which may be required by a copy Taxing authority in order to relieve Buyer of any obligation to withhold any portion of the limited liability company operating agreement Purchase Price to satisfy or be applied to any Tax obligation of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing DateSellers; (viiix) copies an opinion from Dionxx & Xass, Xxllers' counsel, in form reasonably acceptable to Buyer and Buyer's counsel; and (xi) such other documents as Buyer may reasonably request for the purpose of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and facilitating the consummation of the transactions contemplated hereby and therebyherein, which certificate will also certify including without limitation, the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xiv) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transactionDue Diligence Information.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver to Buyer the following: (i) the Associated Assets (including the Records) transferred in a form reasonably acceptable to Buyer; (ii) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations amount set forth in Section 3.2(a)); (iiiii) a good standing certificate and a certificate of compliance (or their equivalentsits equivalent) for each of the Companies issued by the Secretary of State of the state in which each such Company is organizedincorporated and each state in which it is qualified to do business as a foreign corporation, dated as of a date within five ten (10) Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company)Date; (iviii) a good standing certificate (or its equivalent) for each of the Insurance CompaniesAA-BIC, certified by the applicable Domiciliary Regulators, in each caseTDI, dated as of a reasonably current datedate within ten (10) Business Days prior to the Closing Date; (iv) good standing certificates or equivalents with respect to all licenses or authorizations of AA-BIC listed in Schedule 5.10(b), dated as of a date within (30) calendar days prior to the Closing Date; (v) certificates Certificates or articles Articles of incorporation, organization or formation Incorporation of each of the CompaniesCompany, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five ten (10) Business Days prior to the Closing Date or a reasonably current dateDate; (vi) copies of the bylaws of Homeland and Yorkeach Company, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York the Companies as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager director of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closinga Company; (xiviii) a certificate executed the certificates required by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfiedSection 9.1(a)(iv); (xiiix) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable LawCompany; (xiiix) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; (xi) a waiver of any claims against the Companies or Buyer with respect to (i) the allocation among Sellers of any amounts payable to Sellers pursuant to Articles II and III of this Agreement and (ii) the allocation among Sellers of any distribution from the Companies prior to the Closing Date; (xii) all approvals required to be obtained by Sellers to consummate the transactions contemplated hereby; (xiii) an opinion of counsel to Sellers in substantially the form of Exhibit E, addressed to Buyer and dated as of the Closing Date; and (xiv) such other documents, instruments or certificates as Buyer may be reasonably necessary to effectuate the Closing of the transactionrequest.

Closing Deliveries by Sellers. At the Closing, the Sellers shall deliver to Buyer the followingBuyer, in each case in form and substance reasonably satisfactory to Buyer: (ia) all such instruments of sale, assignment, conveyance and transfer, as the Associated Assets (including parties agree are customary and reasonably necessary to assign and transfer the Records) transferred in a form reasonably acceptable Membership Interests to Buyer; (iib) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organizedcertificate, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date, executed by the appropriate officers of Sellers, to the extent required by Section 7.01 (Bring-Down of Seller Warranties and Covenants); (viic) a copy completed and validly executed IRS Form W-9 from each of the limited liability company operating agreement Sellers; (d) a certification of each Management the Estimated Transaction Expenses; (e) a certificate of the Secretary of the Company, together dated the Closing Date, as to (i) the good standing of such Company in its jurisdiction of organization; (ii) the completeness and lack of amendments to such Company’s organizational documents; and (iii) the effectiveness of any resolutions of such Company passed in connection with copies this Agreement and the transactions contemplated hereby; (f) payoff letters for the Revolving Loan Agreement and Swap Agreement to the effect that, upon receipt of payment under such payoff letters, (i) in respect of the Revolving Loan Agreement, the lender shall have been paid in full for all amendments Indebtedness represented by the Revolving Loan Agreement and any Liens relating thereto or restatements thereofshall be released, certified and (ii) in respect of the Swap Agreement, all obligations of the Company (including in respect of the payment of any termination fees) shall be terminated and released; (g) a written consent executed by an authorized signatory each of each Management Company the Sellers, in their respective capacities as the members of the Company, agreeing and consenting to (i) the waiver of any restrictions on the transfer of the Membership Interests set forth in the Operating Agreement, and (ii) the termination of the Operating Agreement effective upon the Closing; (h) the organizational record books, minute books and company seal of the Company; (i) a release in the form of Exhibit B, effective as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may beeach Seller; (xj) the resignationsEmployment Agreements, effective as of duly executed by the ClosingCompany and each applicable Seller or Key Employee, of in each director, officer and manager of each of case on the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior form provided by Buyer to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunderCompany; and (xivk) such all other documents, instruments documents required to be entered into by any Seller pursuant to this Agreement or certificates as may be reasonably necessary requested by Buyer to effectuate convey the Closing of Membership Interests or to otherwise consummate the transactiontransactions contemplated by this Agreement.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver to Buyer the followingPurchaser: (i) such transfer documentation (if any) required under applicable Law in order to vest in Purchaser all of each Seller’s right, title and interest in and to the Associated Assets (including Purchased Equity Interests, and any other evidence of transfer reasonably requested by the Records) transferred in a form reasonably acceptable to BuyerLenders; (ii) a receipt or receipts signed by Sellers evidencing receipt by Sellerscertificates of good standing, and payment by Buyerdated not less than ten (10) days prior to the Closing Date, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each Blocker, the Company and each of the Companies their respective Subsidiaries issued by the Secretary of State of the state in which each such Company is organizedPerson’s jurisdiction of incorporation or formation; (iii) a certificate, dated as the Closing Date, signed by the Secretary or any Assistant Secretary of a date within five Business Days prior the Company, attesting to the Closing Date completion of all necessary action by the Company to execute and deliver this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby, and including copies of the organizational documents of the Company and each of its Subsidiaries and all corporate resolutions of the Company required in connection with this Agreement or reasonably current date (any other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company)Transaction Document; (iv) a good standing certificate (certificate, dated the Closing Date, signed by the Secretary or its equivalent) for any Assistant Secretary of each Blocker, attesting to the accuracy of the Insurance Companiesorganizational documents of such Blocker, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current dateattached to such certificate; (v) certificates or articles an affidavit from each Seller pursuant to Code Section 1445(b)(2), stating, under penalties of incorporationperjury, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of such Seller’s United States taxpayer identification number and that such Seller is not a date within five Business Days prior to the Closing Date or a reasonably current dateforeign person; (vi) duly executed copies of the bylaws of Homeland payoff letters and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date;Lien terminations referenced in Section 2.4 above; and (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Escrow Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code Representative and the Treasury Regulations promulgated thereunder; and (xiv) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transactionEscrow Agent.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyers, all duly and properly executed (where applicable): (a) For each parcel of Owned Real Property, a Deed from the applicable Seller conveying to the applicable Buyer indefeasible, fee simple title to such parcel subject only to the following:Permitted Encumbrances, in form and substance reasonably satisfactory to Buyers; (b) Bills of Sale from each Seller to each Buyer, as applicable, in the form attached as Exhibit D (the “Bills of Sale); (c) Affidavit of Non-Foreign Status from each Seller of Owned Real Property to each Buyer, as applicable, in form and substance reasonably satisfactory to Buyers; (d) For each parcel of Owned Real Property, an owner’s affidavit from the applicable Seller, and any other documents reasonably required by the Title Company or as otherwise specified in the Title Commitments in order for the Title Company to delete the Title Requirements (excluding any Specified Title Requirements or any Title Requirements that are (i) an obligation of a Buyer or (ii) Assumed Liabilities) in order to issue the corresponding Title Policies, which Title Commitments have been reviewed, approved and accepted in full by Buyers on or prior to the date hereof; (e) Assignment and assumption agreements executed by RSG or the applicable Seller Affiliate thereof, in the form attached as Exhibit E, for all of the Assumed Contracts other than the Real Estate Leases (the “Assignment and Assumption Agreements”); (i) An assignment and assumption agreement executed by RSG or the Associated Assets applicable Seller Affiliate thereof, substantially in the form attached as Exhibit F, for each parcel of Leased Real Property of all of the applicable Seller’s rights, title and interest under each Real Estate Lease with respect thereto, together with the consent of the landlord to such assignment and assumption if required by the applicable Real Estate Lease or by Applicable Laws and the agreement by the applicable Buyer to assume and pay, perform and discharge when due the obligations of the lessee under such Real Estate Lease to the extent arising from and after the Closing Date (including the Records“Assignment, Assumption and Consent to Leased Real Property”), and (ii) transferred to the extent reasonably available or required to be issued by the landlord under the applicable lease, an Estoppel Certificate (which may be included within the Assignment, Assumption and Consent to Leased Real Property) for each parcel of Leased Real Property, substantially in a the form reasonably acceptable to Buyerattached as Exhibit G; (iig) a receipt A letter from Sellers’ (or receipts signed by Sellers evidencing receipt by Sellers, their Affiliate’s or Affiliates’) lenders confirming that all Blanket Liens on the Assets will be released concurrently with the Closing and payment by Buyer, that evidence thereof shall be delivered within 60 days following the Closing Date and evidence reasonably satisfactory to Buyers of satisfaction of all Encumbrances encumbering the Assets other than Permitted Encumbrances; (h) A Houston disposal agreement in accordance with the terms of the Estimated Purchase Price Republic/Allied Consent Decree, the form of which will be mutually agreed upon by RSG and WCN during the EBITDA Due Diligence Period (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)the “Houston Disposal Agreement”); (iiii) a good standing certificate and a certificate of compliance (Subject to Section 2.6, the Transition Disposal Agreement executed by RSG or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements Seller Affiliate thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xivj) such A transition services agreement, the form of which will be mutually agreed upon by RSG and WCN during the EBITDA Due Diligence Period, providing for RSG to furnish to WCN (subject to WCN’s reimbursement of RSG’s out-of-pocket expenses related thereto) IT and other documents, instruments or certificates as may be corporate support services reasonably necessary adequate for the transitioning of the Assets from Sellers to effectuate Buyers for a period of 180 days following the Closing of Date (the transaction“Transition Services Agreement”).

Closing Deliveries by Sellers. At the Closing, Sellers shall will deliver or cause to be delivered to Buyer: (a) a duly executed original copy of the Assignment and Assumption Agreement and Xxxx of Sale (the “Xxxx of Sale”) in substantially the form of Exhibit A, duly executed by Sellers; (b) the Intellectual Property Assignments substantially in the forms attached hereto as Exhibit C, Exhibit D, Exhibit E and Exhibit F, duly executed by Sellers; (c) the Escrow Agreement, duly executed by Sunlight Supply; (d) the Key Employee Offer Letters, duly executed by each Key Employee, respectively; (e) assignment in the form of Exhibit I hereto (the “Non-Affiliated Real Property Lease Assignments”), duly executed by the applicable Seller, transferring all of such Seller’s right, title and interest in and to the Non-Affiliated Real Property Leases set forth on Section 2.7(e) of Sellers’ Disclosure Schedule; (f) evidence of termination of all Affiliated Real Property Leases set forth on Section 2.7(f) of Sellers’ Disclosure Schedule, in form and substance reasonably acceptable to Buyer the following:and signed leases as required by Section 6.2(n); (g) all Tax Clearance Certificates as provided under Section 5.3; (h) a certificate described in Treasury Regulations Section 1.1445-2(b)(2) from each Seller, in a form reasonably acceptable to Buyer and duly executed by each Seller, and an IRS Form W-9 form each Seller, properly completed and duly executed by each Seller; (i) a list of all Customers, together with their respective business addresses, as well as the Associated Assets telephone numbers and electronic mail addresses for those individuals employed by those Customers responsible for U.S. state and local sales and use Tax matters, to the extent known to Sellers; (j) evidence of termination of all agreements pursuant to which any Seller is granted any right to use, or other interest in, any Intellectual Property owned or purported to be owned by another Seller, including the Records) transferred that certain Intellectual Property License Agreement dated April 19, 2002 between IP Holdings and Sunlight Supply, in a form and substance reasonably acceptable to Buyer; (iik) the pay-off letters (the “Pay-Off Letters”) in a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by form reasonably satisfactory to Buyer, with respect to the pay-off amounts of the Estimated Purchase Price (provided Indebtedness of each Company from each of the Person listed on Section 2.7(k) of Sellers’ Disclosure Schedule, which Pay-Off Letters shall specify that all liens and guarantees related to such receipt or receipts Indebtedness shall become effective only upon full be terminated and released after satisfaction of Buyer’s obligations set forth in Section 3.2(a))the conditions specified therein; (iiil) a good standing certificate such further instruments and a certificate documents as may be required to be delivered by Sellers pursuant to the terms of compliance (this Agreement or their equivalents) for each as may be reasonably requested by Buyer in connection with the Closing of the Companies issued transactions contemplated by this Agreement and the Secretary of State Transaction Documents to complete the transfer of the state in which each such Company is organizedPurchased Assets and the Business to Buyer, dated as including good and sufficient instruments of a date within five Business Days prior assignment with respect to the Closing Date Intellectual Property, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment necessary or reasonably current date (other than states appropriate to vest in which a good standing certificate (or its equivalent) is not issued for an insurance company);Buyer all right, title and interest in, to and under the Purchased Assets; and (ivm) a good standing certificate (copies of documents filed by or its equivalent) for each on behalf of the Insurance Companies, certified by Sellers with the applicable Domiciliary RegulatorsGovernment Authority correcting the defects in the chain of title relating to certain Business Intellectual Property set forth on Section 2.7(m) of Sellers’ Disclosure Schedule, along with receipts or other documents evidencing that such documents have been filed with the applicable Governmental Authority, in each case, dated as of a in form and substance reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior acceptable to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xiv) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transactionBuyer.

Closing Deliveries by Sellers. At or prior to the Closing, Sellers shall will deliver or cause to be delivered to Buyer the following: (i) the Associated Assets (including the Records) transferred , each in a form and substance reasonably acceptable to Buyer;: (iia) a receipt certificate from the Company's secretary or receipts signed by Sellers evidencing receipt by Sellersother executive officer certifying as to, and payment by Buyerattaching, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (viA) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York Company's Governing Documents as in effect as of the Closing Date; , (viiB) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of Company's stockholders and the Company's board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any each of the Ancillary Agreements Documents to which Sellers it is a party or such Affiliates are parties by which it is bound, and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify and (C) the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing authorized to execute this Agreement and or any Ancillary AgreementDocument to which the Company is or is required to be a party or otherwise bound; (ixb) Stock transfer forms representing the Purchased Shares and stock powers duly executed in blank and in a form reasonably acceptable to Buyer necessary to transfer the Purchased Shares to Buyer on the books and records of the Company; (c) the books and records of the Company; (d) the required notices, consents, Permits, waivers authorizations, orders and other approvals listed in Schedule 2.3, and all Ancillary Agreements such notices, consents, Permits, waivers, authorizations, orders and other approvals will be in full force and effect and not be subject to which any Seller, any Company or any Affiliate the satisfaction of any Seller is condition that has not been satisfied or is to be a partywaived; (e) release and extinguishment of all (i) Indebtedness of the Company and (ii) Liens on any of the assets of the Company, and documentation evidencing the same; (f) the Consultant Agreement with Xxxx Xxxxx, in the form attached as Exhibit B hereto (the "Consultant Agreement") duly executed by Sellers, such Companies or such Affiliates, as the case may beeach party thereto; (xg) the resignations, effective Escrow Agreement duly executed by the Seller Representative. (h) a good standing certificate for the Company from the proper state official in its jurisdiction of organization and each other jurisdiction in which the Company is qualified to do business as a foreign entity as of the ClosingClosing Date (or similar documents applicable for such jurisdictions), certified as of each director, officer and manager of each of the Companies, other a date no later than those directors, officers and managers thirty (if any30) whom Buyers shall have specified in writing at least five Business Days days prior to the Closing; (xii) a certificate executed by Seller Parent certifying that the conditions set forth Estimated Closing Statement in Sections 8.1(a) and 8.1(b) have been satisfiedaccordance with Section 1.4; (xiij) payoff letters from the original stock transfer Company's creditors in form and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject substance reasonably acceptable to any requirements of Applicable LawBuyer; (xiiik) a non-foreign person affidavit from each Seller resignations effective immediately upon the Closing of the directors and officers of the Company in their capacities as directors and/or officers, as requested by Buyer; (other than Seller Parentl) certifying that such Seller (suitable documentation to add additional employees of Buyer or its sole owner, if such Seller is disregarded Affiliates as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies signatories to the requirements of Section 1445 Bank Accounts of the Code and the Treasury Regulations promulgated thereunderCompany set forth on Schedule 3.24, as prescribed by Buyer; and (xivm) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing evidence of the transactiontermination of each contract or arrangement set forth on Schedule 2.3(xiv) in each case effective at or prior to the Closing.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver will deliver, or cause to be delivered, to Buyer (or as Buyer or this Agreement otherwise directs), the following: (ia) Assignments of Membership Interest, dated the Closing Date and executed by each Seller in a form suitable for transferring the Acquired Equity Interests to Buyer in the records of the each Acquired Company; (b) the Associated Assets written resignation of each officer (including or person holding a similar position) of an Acquired Company who is designated in writing by Buyer no less than 5 Business Days prior to Closing and each director or manager (as applicable) of each Acquired Company, with each such resignation effective no later than the RecordsEffective Time; (c) transferred the Escrow Agreement, dated the Closing Date and executed by the Representative; (d) each Consent described on Exhibit 6.2(d), each dated on or before the Closing Date and in a form reasonably acceptable satisfactory to Buyer; Buyer (ii) each a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)“Required Consent”); (iiie) a payoff letter or release from each Person with respect to which there is any Indebtedness of any Acquired Company or that holds any Encumbrance (other than a Permitted Encumbrance) on any asset of any Acquired Company, each dated on or before the Closing Date and in a form reasonably satisfactory to Buyer, in each case that states the amount of such Indebtedness of each Acquired Company (if any), the process for paying off such Indebtedness (if any) and the release of (or agreement to release) all applicable Encumbrances (if any) (each a “Payoff and Release Letter”); and further, evidence reasonably satisfactory to Buyer that all obligations of the Acquired Companies with respect to the PPP Loan have been forgiven; (f) a good standing certificate certificate, dated within five days before the Closing Date and in a certificate of compliance (or their equivalents) for each of the Companies issued by form reasonably satisfactory to Buyer, from the Secretary of State (or comparable Governmental Authority) of the each state or jurisdiction in which each Acquired Company was organized and each state or jurisdiction in which such Acquired Company is organizedqualified to do business, each stating that such Acquired Company is in good standing therein; (g) [Intentionally omitted]; (h) the minute books and ownership records of each Acquired Company; (i) a certificate duly executed by an authorized officer of each Acquired Company, in a form reasonably approved in advance by Buyer, dated as of a date within five Business Days prior to the Closing Date or Date, certifying that attached thereto is a true, correct and complete certified copy of each Organizational Document of each Acquired Company, in each case as are then in full force and effect; (j) a certificate from each Seller, in form and substance reasonably current date (other than states in which a good standing certificate (or its equivalent) satisfactory to Buyer, certifying pursuant to Treasury Regulations section 1.1445-2(b)(2), that such Seller is not issued for an insurance companya foreign person within the meaning of Section 1445 and 897 of the Code and is not subject to withholding pursuant to Section 1446(f) of the Code; (k) evidence satisfactory to Buyer of the settlement of accounts and termination of Contracts required by Section 5.8(a); (ivl) a good standing certificate (or its equivalent) such documents reasonably required for each the issuance of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current dateTitle Policies; (vm) certificates or articles of incorporation, organization or formation of each of evidence reasonably satisfactory to Buyer that the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vioutcomes set forth on Exhibit 5.2(a) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days been completed prior to the Closing; (xin) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied[Intentionally omitted]; (xiio) the original stock transfer all other documents and corporate minute books items required by this Agreement to be delivered, or caused to be delivered, by any Seller at Closing (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xiv) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transactionany).

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to Buyer the followingbe delivered to Buyer: (ia) one or more certificates representing the Shares, duly endorsed (or accompanied by a duly executed stock power) for transfer to Buyer; (b) the Associated Assets Indemnity Escrow Agreement in the form of Exhibit B, executed by Sellers; (including the Recordsc) transferred releases in a form reasonably acceptable to counsel for Sellers and Buyer, executed by Sellers; (iid) a receipt or receipts signed employment agreements in the form of Exhibit C, executed by the Sellers evidencing receipt by Sellers(collectively, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)“Employment Agreements”); (iiie) a good standing certificate and Lease Agreement in the form of Exhibit D, executed by Sellers; (f) a Registration Rights Agreement in the form of Exhibit E, executed by Sellers; (g) a certificate of compliance (or their equivalents) for executed by Sellers representing and warranting to Buyer that each of the Companies issued by the Secretary of State Sellers’ representations and warranties in this Agreement was accurate in all respects as of the state date of this Agreement and is accurate in which each such Company is organized, dated all respects as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of if made on the Closing Date; (viih) a copy each director of the limited liability company operating agreement of each Management CompanyCompany shall have executed and delivered to Buyer resignations from their positions as director, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of effective immediately following the Closing Date; (viiii) copies of resolutions necessary Consents and court approvals authorizing the sale of the board Shares to Buyer; (j) evidence of directors or board Newco’s formation and existence under applicable law and execution of managersa Joinder Agreement, as applicable, of in a form mutually agreeable to counsel for Sellers and any Affiliates of Sellers that Buyer, pursuant to which Newco will be parties to any Ancillary Agreement, certified by serve as an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance indemnifying party under Section 9.2 of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xik) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign personJoinder Agreement, in a form that satisfies the requirements mutually agreeable to counsel for Sellers and Buyer, executed by Xxxxx X. Xxxxxxx pursuant to which he will agree to serve as an indemnifying party under Section 9.2 of Section 1445 of the Code and the Treasury Regulations promulgated thereunderthis Agreement; and (xivl) such other documents, documents or instruments or certificates as Buyer may be reasonably necessary to effectuate the Closing of the transactionrequest.

Closing Deliveries by Sellers. At the Closing, in addition to any items the delivery of which is a condition to Buyers’ obligations at the Closing pursuant to Article VIII, Sellers shall deliver jointly and severally deliver, or cause to Buyer be delivered, to Buyers all the followingfollowing in form and substance satisfactory to Buyers: (a) certificate of notice or other relevant documents issued by Company Registrar representing or evidencing that: (i) all changes in CIT’s shareholder caused by the Associated Assets (including CIT Equity Transfer has been properly registered by Company Registrar, PCHK1 is the Records) transferred in a form reasonably acceptable to Buyer; sole shareholder of CIT; (ii) a receipt or receipts new Articles of Association of CIT, which shall be signed by Sellers evidencing receipt by SellersPCHK1 have been properly filed with Company Registrar, and payment (iii) resignation letters of Seller's representatives to CIT's board of directors; (b) a new investment certificate issued by BuyerCIT, in accordance with China’s Company Law, to PCHK1 representing that PCHK1 is the new shareholder of CIT owning and holding 100% of equity interests in CIT; (c) all chops, files and accounting records of CIT, all chops, files and accounting records of CTL, and all the Estimated Purchase Price documents, datas and information stated in item x of Section 2.1 (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)a); (iiid) certificates of all Governmental Consents required to effect the CTL Equity Transfer, representing that PCHK2 owns all the authorized shares of CTL and is the sole and registered shareholder of CTL; (e) the share certificates representing all of the CHKL’s CTL Equity Interests duly endorsed in favor of PCHK2; (f) a good standing certificate completed application to CTL for registration of the transfer to PCHK2 of the CHKL’s CTL Equity Interests and Other CTL Equity Interests; (g) a certificate of compliance (or their equivalents) for each of the Companies issued signed by the Secretary of State of the state Sellers confirming that all representations and warranties made by Sellers in which each such Company is organized, dated as of a date within five Business Days prior this Agreement and any document delivered pursuant to this Agreement are true and correct on the Closing Date or reasonably current date (other than states except for such representations and warranties which by their express provisions are made as of an earlier date, in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated case they shall be true and correct as of a reasonably current date; (v) certificates or articles of incorporationsuch date)and that, organization or formation of each of between the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and the Closing Date, and that there is no breach of, or failure to comply with Section 6.1 (a)made by any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary AgreementSeller; (ixh) in terms of each item of the Camtek IP Transferred to PCB Business, the deed of transfer, power of attorney and all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, other necessary documents duly executed and issued by SellersCamtek or the owner of such item of the Camtek IP Transferred to PCB Business (if Camtek is not such owner) to PCHK2 to: (1) ensure that PCHK2 by itself is able to apply for and complete the applicable registration, recording and/or filing of the transfer of legal ownership in such Companies item of the Camtek IP Transferred to PCB Business to PCHK2 in accordance with the applicable Laws; and (2) effect the above transfer to PCHK2 all the right, title and interest of Camtek or such Affiliates, as the case may be; (x) the resignations, effective as owner in and to such item of the Registered Camtek IP Transferred to PCB Business. Notwithstanding anything herein to the contrary, if there is any difference between the parties which should sign the Pre-Closing and Closing deliverables by either Sellers or Buyers as described above, and the parties who actually need to sign them as per these same Transaction Agreements, then, the counterparts to these Transaction Agreements shall be duly signed by their applicable parties as appear in the signature pages' thereto. Notwithstanding the above and anything else to the contrary herein, if any of the representations and warranties which should have been true and correct on the Closing Date shall be untrue or incorrect at the Closing Date, or if there shall be any failure to comply with Section 6.1 (a) (collectively “Deviation”), in both cases such Deviation is not as a result of breach by Sellers of their obligations under this Agreement but is caused only due to any change in circumstances which takes place in the period between the Pre-Closing Date and the Closing Date, Sellers shall specify and describe such Deviation(s) in Sellers' Closing Certificate, and, if, following receipt of Sellers' Closing Certificate, Buyers shall decide to proceed to Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall not have specified any claims towards Sellers in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, connection with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xiv) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transactiondisclosed Deviation(s).

Closing Deliveries by Sellers. At the ClosingClosing on the Closing Date, Sellers shall deliver to Buyer the followingPurchaser: (ia) certificates representing all of the Associated Assets (including Purchased Shares and the Records) transferred in a form reasonably acceptable to BuyerSubsidiary Stock, with the certificates representing the Purchased Shares being either duly endorsed or accompanied by stock powers duly executed; (iib) a receipt or receipts signed by Sellers evidencing receipt by Sellerswritten resignations, and payment by Buyereffective on the Closing Date, of those directors of the Estimated Purchase Price Company and the Subsidiary that Purchaser shall have requested prior to the Closing together with written resignations of those officers of the Company and the Subsidiary who are not employees thereof; (provided that such receipt or receipts shall become effective only upon full satisfaction c) releases in favour of Buyer’s obligations set forth the Company and the Subsidiary from those persons referred to in Section 3.2(a)3.2(b); (iiid) a good standing certificate all corporate and a certificate other records of compliance the Company and the Subsidiary held by Sellers, including but not limited to, minute books, stock books and registers, corporate seals, books of account, Contracts, financial records and personnel records; (e) Articles of Incorporation or their equivalents) for Amalgamation of each of the Companies issued by Company and the Secretary of State Subsidiary, each certified as of the state in which each such Company is organizeddate not earlier than ten (10) days prior to the Closing Date by Industry Canada, Corporations Directorate; (f) certificates dated as of a date within five Business Days not earlier than ten (10) days prior to the Closing Date or reasonably current date (other than states Date, of the appropriate governmental offices where the Company and the Subsidiary are organized and each of the jurisdictions in which the Company and the Subsidiary are qualified to transact business as a good standing certificate (or its equivalent) is not issued for an insurance company)foreign entity as to the qualification of the Company and the Subsidiary, as the case may be, in such jurisdictions; (ivg) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation By-laws of each of the CompaniesCompany and the Subsidiary certified, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date, by its corporate secretary; (viih) a copy certified copies of (i) minutes or unanimous written consents of the limited liability company operating agreement Board of Directors of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, Seller approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing by this Agreement and any Ancillary (ii) the consent of either the majority of the directors of the Company or the majority of the shareholders of the Company to the sale of the Purchased Shares pursuant to this Agreement; (ixi) all Ancillary Agreements to which any a certificate, dated the Closing Date, executed by an appropriate officer of each Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed as required by Sellers, such Companies or such Affiliates, as the case may beSection 9.2; (xj) the resignations, effective as a certificate pursuant to section 116 of the Closing, of each director, officer and manager of each Income Tax Act (Canada) with respect to the sale of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the ClosingPurchased Shares; (xik) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfiedIntentionally deleted; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; ] and (xivl) such other documentsdocuments as Purchaser may reasonably request to carry out the purposes of this Agreement, instruments or certificates as may including, but not limited to, the documents to be reasonably necessary delivered pursuant to effectuate the Closing of the transactionArticle 9.

Closing Deliveries by Sellers. At the ClosingClosing on the Closing Date, Sellers shall deliver to Buyer Sexxxxx xxall delivxx xx Xxxxxxxxxx: (x) xxxxx xx xxxxx xertificate(s) representing the following: Acquired Stock together with duly executed: stock powers in favor of Extondew in respect of the common stock of Dexion Inc.; and stock transfer forms in favor of Extondew or Extonbrook, as the case may be, in respect of the shares in Dexion Group, Australia and North Asia; (ib) written resignations in the Associated Assets (including agreed form, effective on the Records) transferred in a form reasonably acceptable to Buyer; (ii) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by BuyerClosing Date, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction those directors and officers of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Acquired Companies issued by and the Secretary of State of the state Subsidiaries as Purchasers shall have requested in which each such Company is organized, dated as of a date within five Business Days writing prior to the Closing Date or reasonably current date Closing; (c) all corporate and other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for records of each of the Insurance CompaniesAcquired Companies and Subsidiaries, certified by the applicable Domiciliary Regulatorsincluding but not limited to, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization by-laws, business registration certificate for North Asia, corporate or formation common seals, statutory registers, minute books and stock transfer records; provided, however, that Sellers may retain copies of any such records that are reasonably deemed by the Sellers to be necessary or useful for the purpose of filing with or responding to any taxing authority with respect to any Taxes for periods during which the Acquired Companies and/or Subsidiaries and/or any of their respective businesses were owned, directly or indirectly, by the Guarantor or any of its Affiliates or predecessors; (d) copies of the certificate or articles of incorporation and by-laws (or similar organizational documents) of each of the CompaniesAcquired Companies and the Subsidiaries certified, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; , by such entity's corporate secretary; (viie) a copy certified copies of board resolutions of each of the limited liability company operating agreement of Acquired Companies and each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managersSubsidiaries, as applicable, and, if required, stockholder resolutions of Sellers any of the foregoing, in the agreed form: (i) recording acceptance of the resignation from office of each of the directors and any Affiliates officers referred to in Section 3.2(b); (ii) approving (subject only to proper stamping) the transfers of Sellers that will be parties those of the shares of the relevant company, which are in registered form delivered under this Agreement; (iii) approving (subject only to any Ancillary Agreement, certified by an authorized signatory proper stamping) the placing on the register of members of each such company of the names of the transferees for registration in accordance with the share transfer forms referred to above and authorizing the issue of appropriate share certificates; (iv) recording the appointment of such Sellers persons as the directors (within the maximum number permitted by the articles of association of the relevant company), secretaries and other officers and auditors of each such company as Purchasers have nominated in writing prior to the Closing; (v) changing the situs of the registered office of each such company as Purchasers have directed to such place as Purchasers have directed in writing prior to the Closing; (f) certified copies of minutes or Affiliatesunanimous written consents of the Board of Directors of each Seller and, if required, the stockholders of each Seller, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures by this Agreement; (g) an executed power of attorney in favor of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ixrelevant Purchaser or its nominee(s) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as generally in respect of the Closing, Acquired Stock and which enables such Purchaser or its nominee(s) to attend and vote at general meetings of each director, officer and manager the Acquired Companies acquired by it; (h) share certificates for all issued shares in the capital of each of the Companies, other than Subsidiaries held by the Acquired Companies and executed but uncompleted transfers and declarations of trust by the registered owner in respect of all those directors, officers and managers shares that are beneficially owned by but not registered in the name of an Acquired Company; (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xii) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) copy of a letter to each of the Acquired Companies that are and Subsidiaries from its auditors resigning their office with effect from Closing and containing the statement in respect of the English Subsidiaries and Dexion Group referred to in section 394 of the Companies Act 1985, the original of the letter having been deposited at the registered office of the relevant company; (j) the following documentx xxxxxxng to Intellectual Property (each in the possession form agreed by the parties): (i) a Patent/Know How Licence Agreement from Interlake Companies and Interlake Material Handling, Inc. in favor of Sellers or Dexion Group; (ii) a "Pick to Light" Licence Agreement from Interlake Material Handling, Inc. in favor of Dexion Group; (iii) a "Wallaby" Licence Agreement from Interlake Material Handling, Inc. in favor of Dexion Group; (iv) a "Wallaby" Trade Mark Territory Agreement between Dexion Group and others and Interlake Material Handling, Inc. and Xxxerlake Companies; and (v) a "Redirack" Trade Mark Territory Agreement between Dexion Group and Interlake Material Handling, Inc.; and (x) a letter from any person holding security over the assets of the Acquired Companies, with physical delivery thereof subject to any requirements Subsidiaries or the Acquired Stock evidencing the release and discharge of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xiv) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transactionsecurity.

Closing Deliveries by Sellers. At Subject to the Closing, Sellers shall deliver to Buyer the following: (i) the Associated Assets (including the Records) transferred in a form reasonably acceptable to Buyer; (ii) a receipt fulfillment or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, waiver of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations conditions set forth in Section 3.2(a)8.1, at the Closing, each Seller and Dynegy shall deliver, or cause to be delivered, to Purchaser: (a) the certificates of stock, membership or other ownership interests evidencing the equity interests of the Purchased Subsidiaries, accompanied by duly executed and witnessed stock, membership or other ownership interests powers transferring the Equity Interests of the Purchased Subsidiaries to Purchaser or its nominee in form reasonably satisfactory to Purchaser; (b) a receipt for the Purchase Price; (c) the certificate required to be delivered pursuant to Section 8.2(a); (iiid) the stock or unit books, stock or unit ledgers, minute books and corporate or similar seals of the Purchased Subsidiaries; provided, however, that any of the foregoing items shall be deemed to have been delivered pursuant to this Section 2.8(d) if such item has been delivered to, or is otherwise located at, the offices of a good standing certificate Purchased Subsidiary; (e) copies of the articles of incorporation of each Seller and Dynegy certified as of a certificate recent date by the Secretary of compliance State of the State of Illinois; (f) copies of the articles of incorporation or their equivalents) for other organizational documents of each of the Companies issued Purchased Subsidiaries certified as of a recent date by the Secretary of State of the state in which of its organization; (g) certificate of good standing of each such Company is organized, dated Seller and Dynegy issued as of a recent date within five Business Days prior to by the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company)Secretary of State of the State of Illinois; (ivh) a certificate of good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, Purchased Subsidiaries certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a recent date within five Business Days prior to by the Closing Date or a reasonably current dateSecretary of State of the state of its organization; (vii) copies certificate of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of each Seller, dated the Closing Date; , as to (viii) no amendments to the articles of incorporation of such Seller since a copy specified date; (ii) the by-laws of such Seller; (iii) the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving Seller and the stockholder of such Seller authorizing the execution, delivery and performance of this Agreement and any Agreement, the Seller Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify ; and (iv) the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, Seller executing this Agreement and the Seller Ancillary Agreements; (j) certificate of the Secretary of Dynegy, dated the Closing Date, as to (i) no amendments to the articles of incorporation of Dynegy since a specified date; (ii) the by-laws of Dynegy; (iii) the resolutions of the board of directors of Dynegy authorizing the execution, delivery and performance of this Agreement, the Seller Ancillary Agreements and the transactions contemplated hereby and thereby; and (iv) the incumbency and signatures of the officers of Dynegy executing this Agreement and the Seller Ancillary Agreements; (k) all consents and Permits, including those described in Section 8.2(e), that are received by Sellers or Dynegy in connection with this Agreement on or prior to the Closing Date; provided, however, that any Ancillary of the foregoing items shall be deemed to have been delivered pursuant to this Section 2.8(k) if such item has been made available to Purchaser prior to the Closing, remains in full force in effect, and is located at the offices or other IPC Property of any IPC Company; (l) a signed resignation by each of the directors of each of the Purchased Subsidiaries; (m) the certificate required to be delivered pursuant to Section 7.4; (n) the Transition Services Agreement (if required to be executed pursuant to Section 5.21), duly executed by Dynegy or the Subsidiary of Dynegy (other than any Purchased Subsidiary) that is a party thereto; (o) the PPA, duly executed by the Subsidiary of Dynegy (other than any Purchased Subsidiary) that is a party thereto; (p) the Blackstart Agreement, duly executed by the Subsidiary of Dynegy (other than any Purchased Subsidiary) that is a party thereto; (q) the Easement and Facilities Agreement, duly executed by DMG, and any applicable Affiliate of DMG that owns or has rights to real property subject to such Agreement; (ixr) all Ancillary Agreements the Instrument of Assignment, duly executed by each Seller; (s) subject to the other provisions of this Agreement, including Sections 5.17 and 8.2(g), deeds, prepared by Purchaser with the cooperation of Sellers and Dynegy, with respect to IPC Owned Real Property, duly executed by the applicable Seller; (t) subject to the other provisions of this Agreement, including Sections 5.17 and 8.2(g), assignments, prepared by Purchaser with the cooperation of Sellers and Dynegy, with respect to Leased Real Property and IPC Other Real Property (including easements and option rights) to which any Seller, any Company or any Affiliate of any a Seller is or is to be a party, duly executed by such Seller; (u) the Omnibus Transfer Agreement, prepared by Purchaser with the cooperation of Sellers and Dynegy (and anticipated to be modified as appropriate for each applicable county in Illinois to comply with the recording requirements of each such county), duly executed by Sellers, such Companies an original of which will be delivered for each of the counties in which the IPC Properties are located; (v) subject to the other provisions of this Agreement, including Section 5.17, assignments, in recordable form, with respect to the registered Intellectual Property included in the Purchased Assets and pending applications for the registration or such Affiliatesissuance of any Intellectual Property included in the Purchased Assets, as duly executed by the case may beapplicable Seller; (w) subject to the other provisions of this Agreement, including Section 5.17, certificates of title or origin (or like documents) with respect to any vehicles or other equipment included in the Purchased Assets for which a certificate of title or origin is required in order to transfer title; (x) the resignationsSecuritization Transfer Agreements, effective as of duly executed by IPC; (y) in the Closingevent a Triggering Event has not occurred prior to the Closing Date, of each directorthe acknowledgement to the Promissory Note, officer duly executed by IPC; (z) the Supplemental Indentures, duly executed by IPC and manager of the applicable trustee; (aa) an acknowledgement, in form and substance reasonably satisfactory to Purchaser, from each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior parties to the ClosingGeneration Agreement and the Generation Indemnification Termination Agreements that Purchaser is a third party beneficiary to such agreements; (xibb) a certificate executed by Seller Parent certifying that subject to the conditions set forth in other provisions of this Agreement, including Sections 8.1(a5.17, 8.2(e), 8.2(f) and 8.1(b8.2(g), such other instruments of transfer or conveyance as Purchaser may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets (including the IPC Other Real Property) have been satisfiedto Purchaser and to vest in Purchaser all of the applicable Sellers' right, title and interest to the Purchased Assets; (xiicc) the original stock applicable transfer and corporate minute books (or their equivalent) of each of tax declarations, duly executed by the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunderapplicable Seller; and (xivdd) such other documentsthe Interconnection Agreement, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transactionduly executed by DMG.

Closing Deliveries by Sellers. At the Closing, Sellers shall shall: ----------------------------- (a) Execute and deliver to Buyer any and all instruments of sale, assignment and transfer and other documents reasonably requested by Buyer in order to effect the followingtransfer of the Assets to Buyer, to effect the assumption of the Assumed Liabilities by Buyer or otherwise to facilitate the transactions contemplated hereby, such instruments to include, but not be limited to: (i) assignment and assumption agreements with respect to the Associated Assets Real Property Leases, Personal Property Leases, the Other Assumed Leases and Contracts of Sellers to be acquired by Buyer hereunder, in form reasonably satisfactory to Buyer and Sellers; (including ii) any consent or approval received by Sellers from any landlords relating to the Recordsassignment of the Real Property Leases and the Other Assumed Leases to be acquired by Buyer; (iii) transferred estoppel certificates with respect to Life Uniform Headquarters and the Life Uniform IT Center Real Property Leases, dated no more than thirty (30) days prior to the Closing Date, from the other party to such Real Property Leases, in a form and substance reasonably satisfactory to Buyer; (iv) non-disturbance agreements with respect to the Life Uniform Headquarters and the Life Uniform IT Center Real Property Leases in form and substance reasonably satisfactory to Buyer from each lender encumbering any real property underlying the Leased Real Property for such Real Property Leases; (v) assignments of the Intellectual Property, in recordable form reasonably acceptable to Buyer; (iivi) a receipt or receipts signed by Sellers evidencing receipt by duly endorsed certificates of title to vehicles included within the Personal Property of Sellers, and payment by Buyer, together with any appropriate affidavit with respect to the sale price thereof or the odometer reading of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a))vehicle; (iiivii) assignment and assumption agreements with respect to any other liabilities of Sellers falling within the definition of Assumed Liabilities in Section 2.2 of this Agreement; (viii) a blanket xxxx of sale and assignment covering all other Assets not identified above, conveying good standing certificate and a certificate of compliance (or their equivalents) for each marketable title to such Assets to Buyer and containing "further assurances" language obligating Sellers to execute other appropriate instruments after the Closing in order to confirm Buyer's title to and possession of the Companies issued by Assets; and (ix) a legal opinion from Xxxxxxxx Xxxxxx LLP, counsel to Sellers, substantially in the Secretary of State of the state in which each such Company is organizedform attached hereto as Exhibit F, --------- addressed to Buyer and dated as of a date within five Business Days the Closing Date. (b) Deliver to Buyer certificates of duly authorized officers of Sellers to the effect that Sellers' representations and warranties in Article 3 are true as of the Closing Date, and that Sellers have complied in all material respects with each covenant required to be performed by Sellers on or prior to the Closing Date or reasonably current date (other than states in which and a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) incumbency and copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified resolutions adopted by the Secretary or Assistant Secretary Boards of Homeland and York as Directors of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management CompanySellers, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, execution and delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the sale of Assets and the other transactions contemplated hereby and therebyhereby, which certificate will also certify the incumbency and signatures duly certified as of the officers of Sellers and such Affiliates Closing Date by the respective Secretary or an Assistant Secretary of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ixc) all Ancillary Agreements Deliver to which any SellerBuyer certificates of good standing or their equivalent, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other dated not more than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days ten days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that Closing Date, attesting to the conditions set forth in Sections 8.1(a) good standing of Sellers as corporations under the laws of their respective states of incorporation and 8.1(b) have been satisfied; (xii) each other jurisdiction required for the original stock transfer and corporate minute books (or their equivalent) of each operation of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded Business and as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunderlisted on Schedule 3.1(b); --------------- and (xivd) such To the extent any other documents, instruments consents or certificates as may approvals shall be reasonably necessary to effectuate the Closing any of the transactiontransactions herein contemplated, or to the sale of the Assets, deliver to Buyer copies of all such consents or approvals as obtained by Sellers.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to Buyer the followingbe delivered to Buyer: (i) physical possession of all tangible real and personal property included in the Associated Assets Purchased Assets, including (including A) the RecordsOwned Real Property and the Leased Real Property free and clear of any and all tenancies, ownership or occupancy rights; (B) the Transferred Assets; (C) the Inventory (which shall be delivered at the respective locations thereof at the time of the Closing); (D) the Regulatory Approvals (to the extent transferable); (E) the Marketing Materials; and (F) the Books and Records (which shall include the final pre-Closing transaction numbers of each series maintained by the Sellers with respect to the Business), and a duly executed Xxxx of Sale in substantially the form attached hereto as Exhibit F; provided, that to the extent the Books and Records include historical records of ETHEX Corporation or other records unrelated to the operation of the Business following the Closing, Sellers and Buyer shall cooperate for a period of 90 days following the closing to identify and transfer to Buyer the portion of such records that will be transferred in a form reasonably acceptable to BuyerBuyer hereunder; (ii) a receipt special warranty deed or receipts signed such other deed or assignment with Seller’s covenants as to prior acts against title, as may be required by Sellers evidencing receipt by SellersBuyer or Buyer’s title company (the “Title Company”) and in a recordable form satisfactory to Buyer conveying to Buyer good, marketable and payment by Buyer, insurable title to all of the Estimated Purchase Price Owned Real Property, free and clear of any Liens (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)other than Permitted Liens); (iii) a good standing certificate duly executed deeds of transfer or other instruments effecting transfer of equipment and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company)motor vehicles that are Purchased Assets; (iv) a good standing certificate an owner’s affidavit with respect to the Owned Real Property, as requested by Buyer and Buyer’s title insurer (or its equivalentif any) for each of to the Insurance Companies, certified extent necessary to delete the so-called “standard exceptions” from any title insurance policy issued to Buyer and such other documents required by the applicable Domiciliary RegulatorsTitle Company to issue an ALTA Owner’s Title Insurance Policy (each a “Title Insurance Policy” and collectively, the “Title Insurance Policies”) and in a form and substance acceptable to Buyer to induce Buyer to accept such title to each case, dated as of a reasonably current dateOwned Real Property; (v) certificates or articles a certification, in form and substance reasonably satisfactory to Buyer, from each Seller providing that such Seller is not a “foreign person,” for purposes of incorporation, organization or formation of each Section 1445 of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current dateInternal Revenue Code and related regulations; (vi) a duly executed original Technology and Intellectual Property License Agreement; (vii) a duly executed original Transitional Services Agreement; (viii) a duly executed original Supply Agreement; (ix) a duly executed original Lease Agreement; (x) a duly executed original Escrow Agreement; (xi) a duly executed original Lease Assignment and Assumption Agreement; (xii) a duly executed Assignment and Assumption Agreement, in substantially the form attached hereto as Exhibit G, assigning to Buyer all rights of Sellers in and to the Assumed Contracts, in accordance with Section 2.02 hereof; (xiii) an assignment of any of Sellers’ builder or manufacturer warranties on any of the Owned Real Property or any component thereof; (xiv) a duly executed IP Assignment Agreement with respect to transferred Intellectual Property in substantially the form attached hereto as Exhibit I; (xv) copies of all Sellers Governmental Consents and Required Sellers Third Party Consents and all Other Sellers Third Party Consents obtained as of Closing; (xvi) copies of notices to the bylaws FDA (on appropriate FDA forms) for the transfer of Homeland ownership to Buyer of the Abbreviated New Drug Applications, as well as other required notices to any Regulatory Authority or Government Authority concerning the Regulatory Approvals, including notices concerning controlled substance applications and York, together licenses; (xvii) a certificate dated as of the Closing Date and signed on its behalf by each Sellers’ secretary to the effect that: (A) the resolutions of the stockholders and the board of directors of the Sellers authorizing the actions taken in connection with all amendments thereto or restatements the contemplated transactions by the Sellers were duly adopted at a duly convened meeting thereof, certified at which a quorum was present and acting throughout, or by unanimous written consent, remain in full force and effect, and have not been amended, rescinded or modified; (B) each officer or other individual executing this Agreement and each of the Secretary Transaction Documents to which the Sellers are a party is an incumbent officer or Assistant Secretary otherwise duly authorized to execute such agreements and documents on behalf of Homeland the Sellers and York as the specimen signature on such certificate is his or her genuine signature; (C) Sellers have filed all applicable notices to the FDA (on appropriate FDA forms) of the transfer of ownership to Buyer of the Abbreviated New Drug Applications; and (D) the Sellers have fulfilled or Buyer has waived all conditions set forth in Article X hereof that are required to be fulfilled by it on or prior to the Closing Date; (viixviii) a copy list of purchase orders and commitments to be performed after the Closing under the Assumed Contracts; (xix) a written consent in form and substance reasonably satisfactory to Buyer and Buyer’s lender for the assignment of the limited liability company operating 8050 Real Property Lease requiring consent to assign as determined by Buyer, and, if requested by Buyer’s lender, a waiver of landlord liens and collateral access agreement of each Management Companyfrom the landlord or other party under such 8050 Real Property Lease in form and substance reasonably satisfactory to Buyer and Buyer’s lender; (xx) an estoppel certificate in form and substance reasonably satisfactory to Buyer and Buyer’s lender with respect to the 8050 Real Property Lease, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of dated no more than 30 days prior to the Closing Date, from the other party to such 8050 Real Property Lease and from any Lien holder or holder of any interest in the Leased Real Property which is not subordinate to the 8050 Real Property Lease; (viiixxi) copies a subordination, non-disturbance and attornment agreement in form and substance reasonably satisfactory to Buyer with respect to (i) the 8050 Real Property Lease from any Lien holder or holder of resolutions any interest in the Leased Real Property which is not subordinate to the 8050 Real Property Lease and (ii) the Lease Agreement from the trustee under that certain Deed of the board Trust, Leasehold Deed of directors or board Trust, Security Agreement and Fixture Filing dated March 23, 2006 by MECW, LLC in favor of managersXxxxx Xxxxxxxxx, as applicabletrustee, for the benefit of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary AgreementLaSalle Bank National Association; (ixxxii) all Ancillary Agreements to which any Seller, any Company or any Affiliate a tax clearance certificate issued in the name of any Seller is or is to be a party, duly executed Sellers by Sellers, such Companies or such Affiliates, as applicable Tax authorities in the case may beState of Missouri; (xxxiii) releases and Lien discharges and any other documents reasonably requested by Buyer reflecting the resignationssatisfaction in full of, effective as and release of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller Liens (other than Seller ParentPermitted Liens) certifying that such Seller (or its sole ownersecuring, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunderPurchased Assets; and (xivxxiv) such the certificates and other documents, instruments or certificates as may documents to be reasonably necessary delivered pursuant to effectuate the Closing of the transactionArticle X hereof.

Closing Deliveries by Sellers. At or prior to the Closing, Sellers shall will deliver or cause to Buyer be delivered to the Purchaser the following, each in form and substance reasonably acceptable to the Purchaser: (ia) certificates representing the Associated Assets (including the Records) transferred Purchased Shares, duly endorsed or accompanied by stock powers duly executed and in a form reasonably acceptable to Buyerthe Purchaser necessary to transfer the Purchased Shares to the Purchaser on the books of the Company; (iib) a receipt or receipts signed by Sellers evidencing receipt by Sellers, the books and payment by Buyer, records of the Estimated Purchase Price (provided that Group Companies, including all corporate and other records, books of account, contracts, agreements and such receipt other documents or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a))certificates as the Purchaser may reasonably request; (iiic) the required notices, consents, Xxxxxxx, waivers, authorizations, orders and other approvals listed in Schedule ‎3.2(c), and all such notices, consents, Permits, waivers, authorizations, orders and other approvals will be in full force and effect and not be subject to the satisfaction of any condition that has not been satisfied or waived; (d) a good standing certificate and a certificate of compliance (or their equivalents) for each of Group Company formed in the Companies issued by the Secretary of State of the state in which each such Company is organized, dated U.S. certified as of a date within five Business Days no earlier than thirty (30) days prior to the Closing Date or reasonably current date (other than states from the proper government official in which a good standing certificate (or its equivalent) is not issued for an insurance company)jurisdiction of organization as of the Closing; (ive) a good standing certificate from the Company’s secretary certifying to (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vii) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York Company’s Charter Documents as in effect as of the Closing Date; Closing, (viiii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the Company’s board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and stockholders authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements each of the other Transaction Documents to which Sellers it is a party or such Affiliates are parties by which it is bound, and the consummation of each of the transactions contemplated hereby and thereby, which certificate will also certify and (iii) the incumbency and signatures of officers of the officers of Sellers and such Affiliates of Sellers, as applicable, executing Company authorized to execute this Agreement and or any Ancillary Agreementother Transaction Document to which the Company is or is required to be a party or by which the Company is or is required to be bound; (ixf) all Ancillary Agreements to which any Sellera certification, any under penalties of perjury, stating that the Company or any Affiliate is not and has not been a United States real property holding corporation, and accordingly, interests in the Company are not United States real property interests, dated as of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, the Closing Date and in form and substance as the case may berequired under Treasury Regulation Section 1.897-2(h) and 1.1445-2(c)(3),; (xg) resignations effective immediately upon the resignations, effective as Closing of the Closing, of each director, officer directors and manager of each officers of the CompaniesCompany in their capacities as directors and/or officers, other than those directorsif requested by the Purchaser; (h) suitable documentation to add additional employees of the Purchaser or its Affiliates as signatories to the bank accounts of the Company, officers and managers if prescribed by the Purchaser; (if anyi) whom Buyers shall have specified evidence of the termination of any contract or arrangement set forth on Schedule ‎3.2(i) in writing each case effective at least five Business Days or prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xivj) such other documents, instruments or certificates documents as may be reasonably necessary to effectuate requested by the Closing of the transactionPurchaser.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver to Buyer the following: (i) Company and the Associated Assets (including the Records) transferred in a form reasonably acceptable to Buyer; (ii) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managersMembers, as applicable, shall deliver to Buyer: (a) the Assignment of Sellers Membership Interest, sufficient to sell, convey, transfer and any Affiliates assign to Buyer all right, title and interest in and to the Pop Factory’s Membership Interest free and clear of Sellers that will Liens; (b) certified copies of resolutions duly adopted by the managers/members of Pop Factory, which shall be parties to any Ancillary Agreementin full force and effect at the time of the Closing, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions transaction contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreementhereby; (ixc) the corporate organizational and operating documents and all Ancillary Agreements to which any Seller, any Company or any Affiliate other original and duplicate corporate records of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may beCompany; (xd) copies of the articles of organization of Pop Factory and each of the Subsidiaries and all amendments thereto, certified by the Secretary of State of the State of Florida dated within ten (10) days of the Closing Date; (e) a copy of the operating agreement of Pop Factory certified by the manager/officer/member of the Company as being true and correct and in effect on the Closing Date; (f) good standing certificates from the Secretary of State of the State of Florida of Pop Factory and each of the Subsidiaries, and each jurisdiction in which Pop Factory and each of the Subsidiaries are qualified to do business; (g) an Escrow Agreement executed by each of Members; (h) a Non-Compete Agreement executed by each of Members; (i) an Employment Agreement executed by each of Members; (j) all Contracts and business records; (k) evidence that all Debt of the Company has been paid off in accordance with Section 2.7 hereof; (l) the resignations, effective as of the Closing, resignation of each directormanager, officer and manager of each director of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the ClosingCompany; (xim) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) evidence of each any termination of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunderCompany employee benefit plans; and (xivn) such all other documents, instruments or certificates as may documents required by the terms of this Agreements to be reasonably delivered to Buyer hereunder and necessary to effectuate for the Closing performance of the transactionSellers’ obligations and covenants hereunder.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver to Buyer the followingPurchaser: (i) the Associated Assets (including the Records) transferred in a form reasonably acceptable to Buyer; (iia) a receipt or receipts signed by Sellers evidencing receipt by Sellersduly executed Xxxx of Sale, Assignment and payment by BuyerAssumption Agreement with respect to the Purchased Assets and the Assumed Liabilities, of substantially in the Estimated Purchase Price form attached hereto as Exhibit C (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)the “Assumption and Assignment Agreement”); (iiib) duly executed Adjustment Escrow Agreement; (c) a good standing certificate and duly executed non foreign person affidavit of each Seller that is not a certificate of compliance (or their equivalents) disregarded entity for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, federal tax purposes dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states Date, sworn under penalty of perjury and in which a good standing certificate (or its equivalent) form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code, stating that such Seller is not issued for an insurance companya “foreign person” as defined in Section 1445 of the Code; (d) the officer’s certificates required to be delivered pursuant to Sections 9.3(a) and 9.3(b); (ive) a good standing certificate (or its equivalent) for each list of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated Accounts Receivable as of a reasonably current datethe last day of the fiscal month immediately preceding the month in which the Closing occurs; (vf) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current dateduly executed Integris Assignment and Assumption Agreement; (vig) copies a schedule identifying all material Proceedings for unresolved professional liability claims of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York which Sellers have Knowledge as of the Closing Date; (viih) a copy schedule identifying, to the Knowledge of Sellers, all pending claims against the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto Sellers under any workers’ compensation plan or restatements thereof, certified by an authorized signatory of each Management Company policy as of the Closing Date; (viiii) copies of resolutions evidence reasonably satisfactory to Purchaser of the board of directors or board of managers, as applicable, of Sellers filings and any Affiliates of Sellers that will be parties name changes contemplated pursuant to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder8.1(c); and (xivj) such all other documentspreviously undelivered certificates, instruments agreements and other documents required by this Agreement to be delivered by Sellers at or certificates as may be reasonably necessary prior to effectuate the Closing of in connection with the transactiontransactions contemplated by this Agreement.

Closing Deliveries by Sellers. At On the ClosingClosing Date, the Sellers and the Corporation shall deliver deliver, or cause to Buyer be delivered to the Purchaser, the following: (ia) Originals of the Associated Assets (including stock certificates representing all of the Records) transferred shares of Stock owned beneficially or of record by Sellers, duly endorsed, or accompanied by stock powers duly executed in a blank, and otherwise in form reasonably acceptable for transfer on the books of the Corporation and any other documents which may be requested by the Purchaser in order to Buyertransfer to the Purchaser good title to the Stock, free and clear of all Liens, with all requisite transfer tax or stamps, if any, attached or provided for and paid by the Sellers; (iib) a receipt or receipts signed The Escrow Agreement duly executed by Sellers evidencing receipt by the Sellers, and payment by Buyer, ’ Representative; (c) Resignations in favor of the Estimated Purchase Price Corporation, duly executed by each director and officer of the Corporation; (provided d) General releases duly executed by each of the Sellers in favor of the Corporation; (e) An opinion of counsel to the Sellers and the Corporation in the form of Exhibit I hereto; (f) Evidence of repayment in full of any and all outstanding debts or loans from the Corporation to any of the Sellers or from any of the Sellers to the Corporation; (g) Evidence that such receipt any and all bonuses, fees, commissions or receipts shall become effective only upon full satisfaction other payments to which any Seller or any officer, director, manager or employee of Buyer’s obligations set forth the Corporation are entitled (whether designated as salaries, bonuses, fees, severance payments or otherwise) as a result of the consummation of the transactions contemplated hereunder have been paid fully paid and discharged; (h) Consulting agreement with the Corporation duly executed by Xxxxxxx Xxxxxxx in Section 3.2(a)the form of Exhibit J hereto (the “Consulting Agreement”); (iiii) a good standing certificate and a certificate Evidence satisfactory to the Purchaser of compliance (or their equivalents) for each termination of the Companies issued shareholders or voting agreement, if any, among the Corporation and its stockholders; (j) Pay-off letters, releases, lien discharges and any other documents reasonably requested by the Secretary Purchaser evidencing the payment and satisfaction in full of, and terminations, discharges and releases of State any and all Liens securing, any Indebtedness of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date Corporation (other than states in which a good standing certificate (or its equivalentPermitted Indebtedness) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York existing as of the Closing Date; (viik) a copy A closing certificate signed by the Sellers and an officer of the limited liability company operating agreement Corporation certifying that all of each Management Companythe representations and warranties of the Sellers and the Corporation hereunder and under all other agreements, together with copies of all amendments thereto or restatements thereofinstruments, certified certificates and documents required to be executed and delivered by an authorized signatory of each Management Company the Sellers and the Corporation at the Closing pursuant to the terms hereof (collectively, “Ancillary Documents”), remain true and correct as of the Closing Date, and that all of the covenants and agreements required to be performed by the Sellers or the Corporation hereunder or under any Ancillary Document on or prior to the Closing have been performed or satisfied (except for any breach or non-performance which has been waived in writing by the Purchaser, which may be granted or withheld in its sole discretion); (viiil) copies A good standing certificate for the Corporation dated not more than ten (10) days prior to the Closing Date and issued by the appropriate state public office in each jurisdiction in which such entity is incorporated and in which it is qualified to do business as a foreign entity, stating that such entity is validly existing and in good standing under the laws of resolutions such jurisdictions; (m) All consents, waivers, clearances, approvals, filings, notices and other authorizations (collectively, the “Consents”) required to be filed with, or obtained from, any third party, including any federal, state, local or other governmental body or agency, department, commission, bureau, board, council, court, magistrate, panel or instrumentality of the board of directors United States, any political subdivision thereof or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will state or local governmental body or authority (each a “Governmental Authority”) which (i) are required to be parties to any Ancillary Agreement, certified obtained by an authorized signatory of such the Sellers or Affiliatesthe Corporation in order to consummate the transactions contemplated hereunder, approving and authorizing and/or (ii) the execution, delivery and performance of this Agreement and any Ancillary Agreements Purchaser may require to which be obtained by the Sellers or such Affiliates are parties and the consummation Corporation prior to the Closing in connection with any Contracts which contain a prohibition against any change of control or any other similar restriction or otherwise gives the other party thereto the right to terminate the Contract or to require the payment of monies by the Corporation as a result of the transactions contemplated hereby and therebyherein, including without limitation, those Consents which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreementare set forth in Schedule 5.5; (ixn) A subordination and intercreditor agreement among the Sellers’ Representative, the Purchaser and the Purchaser’s lender in form and substance reasonably satisfactory to the parties duly executed by the Sellers’ Representative; (o) A renewal of the lease agreement between the Corporation and the Super 8 Motel located at 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxx Xxxxxx 00000 with respect to the operations at such location, for a term not less than four (4) years; (p) Evidence of the transfer of all Ancillary Agreements of the Corporation’s right, title and interest in and to which the real property (including the land and buildings related or attached thereto) owned by the Corporation (the “Transferred Real Property”) to transferee (the “Transferee”), on terms and conditions reasonably satisfactory to the Purchaser, together with (i) any Sellerother documents reasonably requested by the Purchaser terminating, discharging and releasing any Company and all Liens on the Corporation or any Affiliate its assets or properties relating to such Transferred Real Property and (ii) a General Release from the Transferee in favor of any Seller is or is the Corporation; (q) A lease agreement between the Corporation and the Transferee with respect to be a partylease of the Transferred Real Property, on terms and conditions reasonably satisfactory to the Purchaser, duly executed by Sellers, such Companies or such Affiliates, as the case may beCorporation and the Transferee; (xr) A lease agreement between the resignationsCorporation and an Affiliate of Xxxxxxx Xxxxxxx for the Operations Center located at 153–000 Xxxxxxx Xxxxxx, effective as of the ClosingDeadwood, of each directorSouth Dakota 57732, officer on terms and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior conditions reasonably satisfactory to the ClosingPurchaser, duly executed by the Corporation and such Affiliate; (xis) a certificate executed Evidence of the transfer of all rights, title and interest in and to the split-dollar insurance policy (the “Life Insurance Policy”) on the life of Xxxxxxx Xxxxxxx and currently owned by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfiedCorporation; (xiit) the original stock transfer and corporate minute books (All Acquired Corporate Assets, whether or their equivalent) of each of the Acquired Companies that not proprietary or confidential, which are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 control of the Code Sellers, including without limitation, automobiles, computers and related equipment, and financial information and other books and records (in any form or medium) of the Treasury Regulations promulgated thereunderCorporation; and (xivu) such All other documents, instruments and writings which are required to be delivered by the Sellers or certificates as may be reasonably necessary the Corporation at or prior to effectuate the Closing of the transactionpursuant to this Agreement or any Ancillary Document.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to Buyer be delivered to Purchasers the following: (a) a Xxxx of Sale and Assignment and Assumption Agreement, dated as of the Closing Date and executed by Sellers, substantially in the form of Exhibit A (the “Xxxx of Sale”); (b) an Assignment and Assumption of Leases, dated as of the Closing Date and executed by Sellers, substantially in the form of Exhibit B (the “Assignment and Assumption of Leases”); (c) a limited warranty deed with respect to the Real Property, dated as of the Closing Date and executed by IFN, substantially in the form of Exhibit C (the “Limited Warranty Deed”); (d) a Telecommunications Services Agreement, dated as of the Closing Date and executed by IFN, substantially in the form of Exhibit D (the “Telecom Services Agreement”); (e) a Master Services Agreement, dated as of the Closing Date and executed by ITC, substantially in the form of Exhibit E (the “Master Services Agreement”); (f) (i) a Collocation Agreement, dated as of the Associated Assets Closing Date and executed by ITC, substantially in the form of Exhibit F-1 and (including ii) the RecordsTelecommunications and Battery Room Collocation Agreement, dated as of the Closing Date and executed by ITC, substantially in the form of Exhibit F-2 (collectively, the “Collocation Agreements”); (g) transferred a ITC^DeltaCom Dark Fiber Agreement, dated as of the Closing Date and executed by Sellers, substantially in the form of Exhibit G (the “Dark Fiber Agreement”); (h) an Exchange of Services and Indemnification Agreement, dated as of the Closing Date and executed by Sellers, substantially in the form of Exhibit H (the “Exchange of Services Agreement”); (i) a Lease Agreement, dated as of the Closing Date and executed by Sellers, substantially in the form of Exhibit I (the “Office Lease”) together with a subordination, non-disturbance and attornment agreement in a form reasonably acceptable satisfactory to BuyerSellers and Purchasers’ lender, if requested by such lender; (iij) a receipt or receipts signed Post-Closing Escrow Agreement, dated as of the Closing Date and executed by Sellers evidencing receipt by Sellers, and payment by Buyer, substantially in the form of Exhibit J (the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)“Post-Closing Escrow Agreement”); (iiik) a good standing certificate the opinions of Sellers’ outside counsel and a certificate general counsel substantially in the forms set forth in Exhibit K; (l) certificates of compliance title with respect to the motor vehicles listed on Schedule 2.1(l) or, if any such motor vehicles are leased by Sellers, an assignment of such lease; (or their equivalentsm) for each the certificates to be delivered by Sellers pursuant to Article VI; (i) the Tenant Estoppel Certificates executed by all Material Customers substantially in the form of Exhibit L-1 and (ii) the Companies issued Subordination and Non Disturbance Agreements executed by all Material Customers substantially in the Secretary form of State Exhibit L-2; (o) the Assignment and Assumption of the state in which each such Company is organizedContracts, dated as of a date within five Business Days prior to the Closing Date or reasonably current date and executed by Sellers, substantially in the form of Exhibit M (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance companythe “Assignment and Assumption of Contracts”); (ivp) a good standing certificate (or its equivalent) for each an Affidavit of the Insurance Companies, certified Sellers with respect to Real Property title matters in form and substance mutually agreed upon by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current dateSellers and Purchasers; (vq) certificates or articles an Affidavit of incorporationSellers, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers certifying that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing under this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit exempt from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of withholding under Section 1445 of the Code in form and substance mutually agreed upon by Sellers and Purchasers; (r) an Affidavit of Georgia Residency in form and substance mutually agreed upon by Sellers and Purchasers; (s) a Georgia Real Estate Transfer Tax Declaration (filed by Sellers online); (t) evidence of Sellers authority to enter into the Treasury Regulations promulgated thereundertransactions contemplated under this Agreement reasonably satisfactory to Purchasers’ title company; and (xivu) such other documentsinstruments of assignment, instruments conveyance and transfer and lien waivers from all brokers and advisers as shall reasonably be requested by Purchasers, Purchasers’ title company or certificates as may be reasonably necessary Purchasers’ lender to effectuate effect or evidence the Closing of the transactiontransactions contemplated by this Agreement.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver to Buyer the following: (i) the Associated Assets (including the Records) transferred in a form reasonably acceptable to Buyer; (ii) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as against delivery of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties Purchase Price and the consummation satisfaction or waiver of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied;Section 9.1, Sellers shall deliver or cause to be delivered to Buyer: (xiia) the original All stock transfer and corporate minute books (or their equivalent) of each certificates evidencing all of the Acquired Companies that are in the possession outstanding Capital Stock of Sellers or the Acquired CompaniesAbacus duly endorsed, with physical delivery thereof subject an executed spousal consent, if applicable, in form reasonably satisfactory to any requirements of Applicable Law;Buyer; and (xiiib) a non-foreign person affidavit from each Seller The certificates and other documents required to be delivered pursuant to Section 9.2; and (c) The resignations of all officers and directors of Seller, and (d) The Orders and Approvals of all Governmental Entities and other than Seller ParentPersons which are necessary for the consummation of the Transactions and the third party Approvals identified on Schedule 2.6(d), and (e) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposesA fully completed and irrevocable election under Section 338(h)(10) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and under any comparable statutes in any other jurisdiction with respect to Abacus (collectively, the Treasury Regulations promulgated thereunder“Section 338(h)(10) Elections”) which shall be filed in accordance with applicable regulations; and (xivf) such other documentsEmployment agreements executed by Xxxx Xxxxxx and Xxxxx Xxxxxxx, instruments or certificates in the forms attached as may be reasonably necessary Exhibits C, and D hereto; and (g) The audited Financial Statements of the Business, the audited consolidated balance sheet of the Business for: 2013, the reviewed Financial Statements for the nine months ending on September 30, 1013 and for the nine months ending September 30, 2014, the unaudited pro formas and the related statements of operations, changes in equity, and cash flow and the related notes thereto (the “Closing Financial Statements”), and the written consent of the independent accountants that provided the audit opinion(s) to effectuate the Financial Statements and the Closing Financial Statements allowing WGI and its independent auditors to utilize the Financial Statements and the Closing Financial Statements in the preparation and filing of WGI’s SEC Reports. (h) All releases or UCC-3 termination statements securing any loans of Abacus (i) Subordination Agreement in the transactionform of Exhibits E (Xxxxxx) and F (Xxxxxxx) attached hereto.

Closing Deliveries by Sellers. At the Closing, Sellers shall deliver to Buyer the followingPurchasers: (a) A Xxxx of Sale and Assignment Agreement, substantially in the form of Exhibit H (the "Seller Bills of Sale"), as executed by each Seller; and all such other bills of sale, lease assignments, trademark assignments, copyright assignments, patent assignments, employee work product assignments, contract assignments, vehicle titles and other documents and instruments of sale, assignment, conveyance and transfer, as Purchasers may deem necessary or desirable; (b) A certificate of the Secretary or an Assistant Secretary of the Company certifying as to: (i) the Associated Assets (including the Records) transferred in a form reasonably acceptable to Buyer; (ii) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, articles of incorporation of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued Company, as certified by the Secretary of State of the state in which each such Company is organized, dated as State of a date within five Business Days Nevada not earlier than ten (10) days prior to the Closing Date or reasonably current date Date; (other than states in which a good standing certificate (or its equivalentii) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each the by-laws, as amended, of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; Company; (viii) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board Board of directors or board Directors and shareholders of managers, as applicable, of Sellers the Company authorizing and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance by the Company of this Agreement and any Ancillary Agreements agreements, instruments, certificates or other documents executed by the Company pursuant to which Sellers or such Affiliates are parties this Agreement; and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify (iv) the incumbency and signatures of the officers of Sellers the Company; (c) A certificate of the Partners certifying as to: (i) the partnership agreement of the Partnership; (ii) resolutions of the Partners authorizing and such Affiliates approving the execution, delivery and performance by the Partnership of Sellers, as applicable, executing this Agreement and any Ancillary agreements, instruments, certificates and other documents executed by the Partnership pursuant to this Agreement; and (iii) the incumbency and signatures of the officers of the Partnership; (ixd) all Ancillary Agreements A certificate of the Secretary or an Assistant Secretary of the LLC certifying as to: (i) the articles of organization of the LLC, as certified by the Secretary of State of the State of Illinois not earlier than ten (10) days prior to which the Closing Date; (ii) the limited liability company agreement, as amended, of the LLC; (iii) resolutions of the Members of the LLC authorizing and approving the execution, delivery and performance by the LLC of this Agreement and any Selleragreements, any Company instruments, certificates or any Affiliate of any Seller is or is to be a party, duly other documents executed by Sellers, such Companies or such Affiliates, as the case may beLLC pursuant to this Agreement; and (iv) the incumbency and signatures of the officers of the LLC; (xe) A certificate of the resignationsSecretary of State of the state of incorporation or organization (as applicable) and of each other state set forth in Section 7.1 of the Disclosure Schedule, effective in each case as of a date not earlier than ten (10) days prior to the ClosingClosing Date, as to the good standing and foreign qualification of Sellers in such states; (f) A certificate, dated the Closing Date, executed by the appropriate officers of each directorSeller, officer required by Section 9.2; (g) The opinion of Xxxxxx & Xxxxxxx LLC, counsel for Sellers, dated the Closing Date, with respect to the matters set forth in Exhibit I; (h) The consents, authorizations and manager of each approvals of the CompaniesGovernmental Authorities and other Persons set forth in Schedule 9.5, together with any and all other than those directorsconsents, officers authorizations and managers (if anyapprovals of other Persons under additional Contracts identified in Section 7.3(b) whom Buyers shall of the Disclosure Schedule that have specified in writing at least five Business Days prior to been obtained by Sellers as of the Closing; (xii) With respect to each Lease, a certificate Landlord Consent and Estoppel Certificate substantially in the form of Exhibit J executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfiedlandlord thereunder; (xiij) the original stock transfer The Proprietary Interest Protection and corporate minute books (or their equivalent) of Non-Solicitation Agreements as executed by each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable LawRestricted Stock Grantees; (xiiik) a nonThe Stockholder Employment and Non-foreign person affidavit from Compete Agreement as executed by Xxxxx; (l) All documents necessary to amend each Seller Seller's name to not include "Interdom", "Commercial Cartage", "Pride Logistics" or any derivative of any thereof or any other similar name (other than Seller Parent) certifying that such Seller (or its sole ownerincluding "Interdom Partners"), if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, which shall be duly executed and in a form that satisfies Purchasers may file in the requirements state of Section 1445 formation of the Code each such entity and the Treasury Regulations promulgated thereunder; andin each other state in which such entity is qualified to transact business; (xivm) such Such other documentsdocuments as Purchasers may reasonably request to carry out the purposes of this Agreement, instruments or certificates as may including the documents to be reasonably necessary delivered pursuant to effectuate the Closing of the transactionArticle IX.

Closing Deliveries by Sellers. At the Closing, the Sellers shall deliver to Buyer the followingPurchaser: (a) a duly executed xxxx of sale and assignment and assumption agreement with respect to Purchased Assets and the Assumed Liabilities, in substantially the form attached hereto as Exhibit A (the “Assignment and Assumption Agreement”); (b) a duly executed patent assignment, in substantially the form attached hereto as Exhibit B (the “Patent Assignment Agreement”); (c) a duly executed copyright assignment, in substantially the form attached hereto as Exhibit C (the “Copyright Assignment Agreement”); (d) a duly executed trademark assignment, in substantially the form attached hereto as Exhibit D (the “Trademark Assignment Agreement”); (e) a duly executed domain name assignment, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement” and together with the Patent Assignment Agreement, Trademark Assignment Agreement, the “IP Assignment Agreements”); (f) duly executed quitclaim deeds (or other customary documents or instruments to transfer real property in the applicable jurisdictions, but which documents or instruments will not include any representations, warranties or covenants beyond those contemplated herein or expand Purchaser’s remedies with respect thereto) with respect to the real property listed on Schedule 1.1(w), in form and substance reasonably satisfactory to the Purchaser and the Sellers (each, a “Quitclaim Deed”); (g) duly executed equity transfer documents (or other customary documents or instruments to transfer equity in the applicable jurisdictions, but which documents or instruments will not include any representations, warranties or covenants beyond those contemplated herein or expand Purchaser’s remedies with respect thereto) with respect to the equity of Bluestem Global Sourcing India Private Limited and Bluestem Global Sourcing Limited, in form and substance reasonably satisfactory to the Purchaser and the Sellers; (h) a true and correct copy of the Sale Order; (i) a duly executed non-foreign person affidavit of each Seller dated as of the Associated Assets (including Closing Date, sworn under penalty of perjury, and in form and substance required under the Records) transferred Treasury Regulations or IRS published guidance pursuant to Section 1445 of the Code, stating that such Seller is not a “foreign person” as defined in a form reasonably acceptable to BuyerSection 1445 of the Code; (iij) a receipt or receipts signed by Sellers evidencing receipt by Sellersthe officer’s certificates required to be delivered pursuant to Section 9.3(a), Section 9.3(b), and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a9.3(c));; and (iiik) a good standing certificate and a certificate such documentation as may be necessary to change the authorized signatories on any bank accounts or powers of compliance attorney relating (directly or their equivalentsindirectly) for each of to the Companies issued by the Secretary of State of the state Purchased Assets as directed in which each such Company is organized, dated as of a date within five writing no later than three (3) Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xiv) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transaction.

Closing Deliveries by Sellers. At the Closing, the Sellers shall deliver deliver, or cause to Buyer the following:be delivered to Buyer: 15 (ia) a duly executed xxxx of sale for the Associated Purchased Assets in the form of Exhibit B attached hereto (including the Records“Xxxx of Sale”); (b) transferred a duly executed assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”); (c) a duly executed trademark assignment agreement in the form attached hereto as Exhibit D (the “Trademark Assignment Agreement”); (d) a duly executed transition services agreement in the form attached hereto as Exhibit E (the “Transition Services Agreement”); (e) a duly executed escrow agreement substantially in the form attached hereto as Exhibit F, executed by Huron and an escrow agent to be mutually agreed upon by the Parties (“Escrow Agent”) (the “Bonus Pool Escrow Agreement”); (f) evidence of the resignations of such directors, managers and officers of the Purchased Entities as are requested by Buyer no later than five (5) Business Days prior to the Closing Date; (g) certificates evidencing the Interests, to the extent that such Interests are in certificated form, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and, to the extent such Interests are not in certificated form, other evidence of ownership or assignment of such Interests in a form reasonably acceptable to Buyer; ; (iih) with respect to Interests of Purchased Entities organized in jurisdictions outside the United States, such share transfer deeds, stock powers, certificates of title, share certificates, deeds, assignments and other agreements or instruments of transfer (in a receipt or receipts signed by Sellers evidencing receipt by Sellers, form that is consistent with the terms and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company); (iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date; (v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance conditions of this Agreement and any Ancillary Agreements otherwise customary in such jurisdictions) as the parties mutually agree are reasonably necessary or appropriate to which Sellers or such Affiliates are parties and effect the consummation transfer of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing Interests pursuant to this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Sellercollectively, any Company or any Affiliate of any Seller is or is to be a partythe “Foreign Closing Documents”), in each case duly executed by Sellers, such Companies or such Affiliates, as the applicable Sellers and Purchased Entities; (i) (i) in the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers Seller who is transferring (if anyA) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) Purchased Assets that include a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for “United States federal tax purposes) is not a foreign person, real property interest” as defined in a form that satisfies the requirements of Section 1445 897 of the Code and the Treasury Regulations promulgated thereunder; and issued thereunder (xiva “USRPI”), or (B) such other documentsa Purchased Entity that is a domestic corporation for U.S. federal income tax purposes, instruments or certificates a duly executed certificate, dated as may be reasonably necessary to effectuate of the Closing Date, in compliance with Treas. Reg. §1.1445-2(b)(2), stating that such Seller is not a “foreign person” as defined in Section 1445 of the transaction.Code; and (ii) in the case of each Seller transferring assets that do not constitute a USRPI, a statement certifying that none of the assets transferred by such Seller include a USRPI; 16

Closing Deliveries by Sellers. At the Closing, Sellers Seller shall deliver or cause to Buyer the followingbe delivered to Buyer: (i) physical possession, provided in such manner, at such location and pursuant to such reasonable protocols as Buyer and Sellers shall agree, of all tangible personal property included in the Associated Assets Purchased Assets, including (including A) the RecordsRegulatory Approvals; (B) transferred the Marketing Materials; and (C) the Books and Records (but excluding the Mobile Tanks which shall remain in a the appropriate Third Party manufacturing facilities, and the Filling Machine which shall be delivered pursuant to Section 5.02(c)), and appropriate documents of transfer related thereto in form and substance reasonably acceptable to Seller and Buyer; (ii) a receipt or receipts signed by Sellers evidencing receipt an original Xxxx of Sale, Assignment and Assumption Agreement, duly executed by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)); (iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued Transition Services Agreement, duly executed by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company)Sellers; (iv) a good standing certificate (or its equivalent) for each original Intellectual Property assignments of the Insurance CompaniesTransferred Intellectual Property in form and substance reasonably acceptable to Seller and Buyer and, certified by to the applicable Domiciliary Regulatorsextent necessary and appropriate, in each case, dated as consents from third party licensors of a reasonably current dateany Transferred Intellectual Property licensed therefrom; (v) certificates or articles of incorporationa Trademark Assignment Agreement, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified duly executed by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current dateSellers; (vi) copies of the bylaws of Homeland and Yorka Domain Name Transfer Agreement, together with all amendments thereto or restatements thereof, certified duly executed by the Secretary or Assistant Secretary of Homeland and York as of the Closing DateSellers; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company Sellers Governmental Consents and Required Sellers Third Party Consents and all Other Sellers Third Party Consents obtained as of the Closing DateClosing; (viii) copies of resolutions of the board of directors or board of managersAZ Consent Agreements, as applicable, of Sellers and any Affiliates of Sellers that will be duly executed by all parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing thereto other than the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary AgreementBuyer; (ix) the Enzon Consent Agreement, duly executed by all Ancillary Agreements parties thereto other than the Buyer; (x) transfer letter with respect to which any Sellereach Regulatory Approval, any Company or any Affiliate of any Seller is or is in form and substance reasonably satisfactory to be a partyBuyer; (xi) an original certificate contemplated by Section 10.04, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied;; and (xii) the original stock all other such bills of sale, certificates of title and such other documents or instruments of assignment, transfer or conveyance, as Buyer reasonably may deem necessary to vest in or confirm to Buyer full and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companiescomplete title to, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xiv) such other documentsright to use and enjoy, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transactionPurchased Assets.

Closing Deliveries by Sellers. At the Closing, Sellers and the Equity Sellers shall deliver or cause to be delivered to Buyers, all duly and properly executed (where applicable): (a) For each parcel of Owned Real Property, a Deed from the applicable Seller conveying to the applicable Buyer indefeasible, fee simple title to such parcel subject only to the following:Permitted Encumbrances, in form and substance reasonably satisfactory to Buyers; (b) Bills of Sale from each Seller to each Buyer, as applicable, in the form attached as Exhibit D (the “Bills of Sale”); (c) Affidavit of Non-Foreign Status from each Seller of Owned Real Property and each Purchased Company to each Buyer, as applicable, in form and substance reasonably satisfactory to Buyers; (d) For each parcel of Owned Real Property and each parcel of real property included in the Purchased Company Assets, an owner’s affidavit from the applicable Seller or Equity Seller, as applicable, and any other documents reasonably required by the Title Company or as otherwise specified in the Title Commitments in order for the Title Company to delete the Title Requirements (excluding any Specified Title Requirements or any Title Requirements that are (i) an obligation of a Buyer or (ii) Assumed Liabilities) in order to issue the corresponding Title Policies, which Title Commitments have been reviewed, approved and accepted in full by Buyers on or prior to the date hereof; (e) Assignment and assumption agreements executed by RSG or the applicable Seller Affiliate thereof, in the form attached as Exhibit E, for all of the Assumed Contracts other than the Real Estate Leases (the “Assignment and Assumption Agreements”); (i) An assignment and assumption agreement executed by RSG or the Associated Assets applicable Seller Affiliate thereof, substantially in the form attached as Exhibit F, for each parcel of Leased Real Property of all of the applicable Seller’s rights, title and interest under each Real Estate Lease with respect thereto, together with the consent of the landlord to such assignment and assumption if required by the applicable Real Estate Lease or by Applicable Laws and the agreement by the applicable Buyer to assume and pay, perform and discharge when due the obligations of the lessee under such Real Estate Lease to the extent arising from and after the Closing Date (including the Records“Assignment, Assumption and Consent to Leased Real Property”), and (ii) transferred to the extent reasonably available or required to be issued by the landlord under the applicable lease, an Estoppel Certificate (which may be included within the Assignment, Assumption and Consent to Leased Real Property) for each parcel of Leased Real Property, substantially in a the form reasonably acceptable to Buyerattached as Exhibit G; (iig) a receipt A letter from Sellers’ (or receipts signed by Sellers evidencing receipt by Sellers, their Affiliate’s or Affiliates’) lenders confirming that all Blanket Liens on the Assets or the Purchased Company Assets will be released concurrently with the Closing and payment by Buyer, that evidence thereof shall be delivered within 60 days following the Closing Date and evidence reasonably satisfactory to Buyers of satisfaction of all Encumbrances encumbering the Assets or the Purchased Company Assets other than Permitted Encumbrances; (h) A Houston disposal agreement in accordance with the terms of the Estimated Purchase Price Republic/Allied Consent Decree, in the form attached as Exhibit H (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a)the “Houston Disposal Agreement”); (iiii) a good standing certificate and a certificate The Transition Disposal Agreements, executed by RSG or the applicable Seller Company; (j) A transition services agreement in the form of compliance Exhibit I (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company“Transition Services Agreement”); (ivk) a good standing certificate (or its equivalent) for each A legal opinion of Akerman Senterfitt, as counsel to the Insurance Companies, certified by the applicable Domiciliary RegulatorsSellers, in each case, dated the form attached hereto as of a reasonably current dateExhibit J; (vl) certificates The Xxxxxxxx Purchase Agreement and an assignment of the Xxxxxxxx Membership Interests; (m) The Xxxxxxxx Purchase Agreement and an assignment of the RSCI Membership Interests; (n) The Stock Purchase Agreement and (i) a stock certificate for the Xxxxxxxx Stock, duly endorsed to WCN or articles accompanied by a stock power endorsed to WCN or (ii) an affidavit of incorporation, organization or formation lost stock certificate accompanied by a stock power endorsed to WCN; and (o) Resignations of each director of Xxxxxxxx and documents sufficient to effect the removal of all managers and officers of each of the Purchased Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date; (vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York in each case effective as of the Closing Date; (vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date; (viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers, as applicable, executing this Agreement and any Ancillary Agreement; (ix) all Ancillary Agreements to which any Seller, any Company or any Affiliate of any Seller is or is to be a party, duly executed by Sellers, such Companies or such Affiliates, as the case may be; (x) the resignations, effective as of the Closing, of each director, officer and manager of each of the Companies, other than those directors, officers and managers (if any) whom Buyers shall have specified in writing at least five Business Days prior to the Closing; (xi) a certificate executed by Seller Parent certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (xii) the original stock transfer and corporate minute books (or their equivalent) of each of the Acquired Companies that are in the possession of Sellers or the Acquired Companies, with physical delivery thereof subject to any requirements of Applicable Law; (xiii) a non-foreign person affidavit from each Seller (other than Seller Parent) certifying that such Seller (or its sole owner, if such Seller is disregarded as separate from such owner for United States federal tax purposes) is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (xiv) such other documents, instruments or certificates as may be reasonably necessary to effectuate the Closing of the transaction.