Common use of CLOSING DELIVERIES; ESCROW OF DOCUMENTS Clause in Contracts

CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 14.1. Deliveries of the Company, New P.C. and the Physician. At or prior to December 24, 1996, the Company, New P.C. and the Physician shall deliver to Vision 21 and the Subsidiary, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of resolutions of the Board of Directors of the Company authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the Merger, certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a copy of resolutions of the Board of Directors of New P.C. authorizing the execution, delivery and performance of the Business Management Agreement, the Physician Employment Agreements, and all other documents to be executed and delivered by New P.C. as contemplated by this Agreement, certified by the Secretary of New P.C. as being true and correct copies of the originals thereof subject to no modifications or amendments; c. a certificate of the President of the Company, and of the Physician, dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company and the Physician contained herein, on and as of the Closing Date; d. a certificate of the President of the Company, and of the Physician, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company and the Physician with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of the Company and the Physician to the Closing have been satisfied; e. a certificate of the Secretary of the Company and the Secretary of New P.C. certifying as to the incumbency of the directors and officers of each such corporation and as to the signatures of such directors and officers who have executed documents delivered pursuant to the Agreement on behalf of each such corporation; f. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the respective states of incorporation for the Company and New P.C. establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of organization; g. certificates, dated within ten (10) days prior to the Closing Date, of the Secretaries of State of the states in which the Company and New P.C. are qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; h. an opinion of counsel to the Company and Physicians dated as of the Closing Date, in form and substance satisfactory to Vision 21 and the Subsidiary, which Vision 21, the Subsidiary, Vision 21's and the Subsidiary's counsel and the underwriters of any Initial Public Offering and their counsel are permitted to rely upon and which shall include an opinion, subject to normal and customary exceptions, that to the best of their knowledge the transactions and arrangements contemplated by this Agreement are in conformity with State laws, rules and regulations governing the practice of medicine. i. all authorizations, consents, permits and licenses referenced in Section 3.8; j. the resignations of the directors and officers of the Company as requested by Vision 21; k. the executed Business Management Agreement in substantially the form attached hereto as Exhibit 14.1 (k), as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by Vision 21 and the Subsidiary in the State to address regulatory and compliance issues;

CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 14.112.1. Deliveries of the Company, New P.C. Company and the PhysicianShareholder. At or prior to December 24, 1996, the Company, New P.C. Company and the Physician Shareholder shall deliver to Vision 21 and the Subsidiary21, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary21, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of resolutions of the Board of Directors of the Company authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the MergerTransaction, certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a copy of resolutions of the Board of Directors of New P.C. authorizing the execution, delivery and performance of the Business Management Agreement, the Physician Employment Agreements, and all other documents to be executed and delivered by New P.C. as contemplated by this Agreement, certified by the Secretary of New P.C. as being true and correct copies of the originals thereof subject to no modifications or amendments; c. a certificate of the President of the Company, and of the PhysicianShareholder, dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company and the Physician Shareholder contained herein, on and as of the Closing Date; d. c. a certificate of the President of the Company, and of the PhysicianShareholder, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company and the Physician Shareholder with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of the Company and the Physician Shareholder to the Closing have been satisfied; e. d. a certificate of the Secretary of the Company and the Secretary of New P.C. certifying as to the incumbency of the directors and officers of each such corporation the Company and as to the signatures of such directors and officers who have executed documents delivered pursuant to the Agreement on behalf of each such corporationthe Company; f. e. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the respective states state of incorporation for the Company and New P.C. establishing that each such corporation the Company is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of organization; g. f. certificates, dated within ten (10) days prior to the Closing Date, of the Secretaries Secretary of State of the states in which the Company and New P.C. are is qualified to do business, to the effect that each such corporation the Company is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; h. g. an opinion of counsel to the Company and Physicians Shareholder dated as of the Closing Date, in form and substance satisfactory to Vision 21 and the Subsidiary21, which Vision 21, the Subsidiary, Vision 21's and the Subsidiary's counsel and the underwriters of any Initial Public Offering and their counsel are permitted to rely upon and which shall include an opinion, subject to normal and customary exceptions, that to the best of their knowledge the transactions and arrangements contemplated by this Agreement are in conformity with State laws, rules and regulations governing the practice of medicine. i. all authorizations, consents, permits and licenses referenced in Section 3.8; j. the resignations of the directors and officers of the Company as requested by Vision 21; k. the executed Business Management Agreement in substantially the form attached hereto as Exhibit 14.1 (k), as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by Vision 21 and the Subsidiary in the State to address regulatory and compliance issues;exceptions that

CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 14.112.1. Deliveries of the CompanyPartnership, New P.C. the Practice and the PhysicianPartners. At or prior to December 24June 30, 19961997, the CompanyPartnership, New P.C. the Practice and the Physician Partners shall deliver to Vision 21 and the Subsidiary21, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary21, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy copies of resolutions of the Partners of the Partnership and the Board of Directors of the Company Practice authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the MergerTransaction, certified by a Partner of the Partnership and the Secretary of the Company Practice as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a copy of resolutions of the Board of Directors of New P.C. authorizing the execution, delivery and performance of the Business Management Agreement, the Physician Employment Agreements, and all other documents to be executed and delivered by New P.C. as contemplated by this Agreement, certified by the Secretary of New P.C. as being true and correct copies of the originals thereof subject to no modifications or amendments; c. a certificate of the President of the CompanyPractice, and of the PhysicianPartners, dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company Partnership, the Practice and the Physician Partners contained herein, on and as of the Closing Date; d. c. a certificate of the President of the CompanyPractice, and of the PhysicianPartners, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company Partnership, the Practice and the Physician Partners with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of the Company Partnership, the Practice and the Physician Partners to the Closing have been satisfied; e. d. a certificate of the Secretary of the Company and the Secretary of New P.C. Practice certifying as to the incumbency of the directors and officers of each such corporation the Practice and as to the signatures of such directors and officers who have executed documents delivered pursuant to the Agreement on behalf of each such corporationthe Practice; f. e. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the respective states state of incorporation for the Company and New P.C. Practice establishing that each such corporation the Practice is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of organization; g. f. certificates, dated within ten (10) days prior to the Closing Date, of the Secretaries Secretary of State of the states in which the Company Partnership and New P.C. the Practice are qualified to do business, to the effect that each such corporation is the Partnership and the Practice are qualified to do business and, if applicable, is are in good standing as a foreign corporation in each of such states; h. g. an opinion of counsel to the Company Partnership, the Practice and Physicians the Partners dated as of the Closing Date, in form and substance satisfactory to Vision 21 and the Subsidiary21, which Vision 21, the Subsidiary, Vision 21's and the Subsidiary's counsel and the underwriters of any Initial Public Offering and their counsel are permitted to rely upon and which shall include an opinion, subject to normal and customary exceptions, exceptions that to the best of their knowledge the transactions and arrangements contemplated by this Agreement are in conformity with State laws, rules and regulations governing the practice of medicineOptical Business. h. such appropriate documents of transfer, including bills of sale, endorsements, assignments, drafts, checks or other instruments, as to all of the Non-optical Assets and Optical Assets, and any other appropriate instruments in such reasonable or customary form as shall be requested by Vision 21 and its counsel; i. such instruments satisfactory to Vision 21 that all liens, claims, pledges, security interests and other encumbrances on all of the Non-optical Assets have been released; j. all authorizations, consents, permits and licenses referenced in Section 3.8; j. the resignations of the directors and officers of the Company as requested by Vision 213.5; k. an executed Registration Rights Agreement between Vision 21 and the executed Business Management Agreement Partnership in substantially the form attached hereto as Exhibit 14.1 (k), as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by Vision 21 and the Subsidiary in the State to address regulatory and compliance issues;12.1

CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 14.112.1. Deliveries of the Company, New P.C. Company and the PhysicianOptometrist. At or prior to December 24______, 19961997, the Company, New P.C. Company and the Physician Optometrist shall deliver to Vision 21 and the Subsidiary21, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary21, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of resolutions of the Board of Directors of the Company authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the MergerTransaction, certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a copy of resolutions of the Board of Directors of New P.C. authorizing the execution, delivery and performance of the Business Management Agreement, the Physician Employment Agreements, and all other documents to be executed and delivered by New P.C. as contemplated by this Agreement, certified by the Secretary of New P.C. as being true and correct copies of the originals thereof subject to no modifications or amendments; c. a certificate of the President of the Company, and of the PhysicianOptometrist, dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company and the Physician Optometrist contained herein, on and as of the Closing Date; d. c. a certificate of the President of the Company, and of the PhysicianOptometrist, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company and the Physician Optometrist with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of the Company and the Physician Optometrist to the Closing have been satisfied; e. d. a certificate of the Secretary of the Company and the Secretary of New P.C. certifying as to the incumbency of the directors and officers of each such corporation and as to the signatures of such directors and officers who have executed documents delivered pursuant to the Agreement on behalf of each such corporation; f. e. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the respective states state of incorporation for the Company and New P.C. establishing that each such corporation the Company is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of organization; g. f. certificates, dated within ten (10) days prior to the Closing Date, of the Secretaries Secretary of State of the states in which the Company and New P.C. are is qualified to do business, to the effect that each such corporation the Company is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; h. g. an opinion of counsel to the Company and Physicians Optometrists dated as of the Closing Date, in form and substance satisfactory to Vision 21 and the Subsidiary21, which Vision 21, the Subsidiary, Vision 21's and the Subsidiary's counsel and the underwriters of any Initial Public Offering and their counsel are permitted to rely upon and which shall include an opinion, subject to normal and customary exceptions, exceptions that to the best of their knowledge the transactions and arrangements contemplated by this Agreement are in conformity with State laws, rules and regulations governing the practice of medicineoptometry. h. such appropriate documents of transfer, including bills of sale, endorsements, assignments, drafts, checks or other instruments, as to all of the Non-optometric Assets, and any other appropriate instruments in such reasonable or customary form as shall be requested by Vision 21 and its counsel; i. such instruments satisfactory to Vision 21 that all liens, claims, pledges, security interests and other encumbrances on all of the Non-optometric Assets have been released; j. all authorizations, consents, permits and licenses referenced in Section 3.8; j. the resignations of the directors and officers of the Company as requested by Vision 213.5; k. the executed Business Management Agreement in substantially the form attached hereto as Exhibit 14.1 12.1 (k), as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by Vision 21 and the Subsidiary in the State to address regulatory and compliance issues; l. an executed Optometrist Employment Agreement between the Company and the Optometrist in substantially the form attached hereto as Exhibit 12.1 (l); m. an executed Optometrist Employment Agreement between the Company and each Optometrist Employee who is then an employee of the Company in substantially the form attached hereto as Exhibit 12.1 (m); n. an executed Optometrist Employment Agreement between the Company and each Optometrist Employee who is then an employee of the Company in substantially the form attached hereto as Exhibit 12.1 (n); o. an executed Registration Rights Agreement between Vision 21 and the Optometrist in substantially the form attached hereto as Exhibit 12.1 (o) (the "Registration Rights Agreement"); p. a non-foreign affidavit, as such affidavit is referred to in Section 1445 (b) (2) of the Code, of the Optometrist, signed under a penalty of perjury and dated as of the Closing Date, to the effect that the Optometrist is a United States citizen or a resident alien (and thus not a foreign person) and providing the Optometrist's United States taxpayer identification number; q. an assignment to Vision 21 of each lease for real property described on Schedule 2.1(d) (the "Lease Assignments"), or if desired by Vision 21, a new lease or leases between the landlords under such leases and Vision 21 in form and substance reasonably satisfactory to Vision 21; r. an executed Agreement to Continue Practice After Transfer Event and Stock Pledge Agreement substantially in the form of Exhibit 12.1(r); and s. such other instrument or instruments of transfer prepared by Vision 21 as shall be necessary or appropriate, as Vision 21 or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.

CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 14.112.1. Deliveries of the Company, New P.C. and the PhysicianShareholder. At or prior to December 24, 1996, the Company, New P.C. and the Physician Shareholder shall deliver to Vision 21 and the Subsidiary21, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary21, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy copies of resolutions of the Board Boards of Directors of the Company and New P.C. authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the MergerTransaction, certified by the Secretary Secretaries of the Company and New P.C. as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a copy of resolutions of the Board of Directors of New P.C. authorizing the execution, delivery and performance of the Business Management Agreement, the Physician Employment Agreements, and all other documents to be executed and delivered by New P.C. as contemplated by this Agreement, certified by the Secretary of New P.C. as being true and correct copies of the originals thereof subject to no modifications or amendments; c. a certificate of the President of the Company, the President of New P.C., and of the PhysicianShareholder, dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company Company, New P.C. and the Physician Shareholder contained herein, on and as of the Closing Date; d. c. a certificate of the President of the Company, the President of New P.C., and of the PhysicianShareholder, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company Company, New P.C. and the Physician Shareholder with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of the Company Company, New P.C. and the Physician Shareholder to the Closing have been satisfied; e. d. a certificate of the Secretary Secretaries of the Company and the Secretary of New P.C. certifying as to the incumbency of the directors and officers of each such corporation and as to the signatures of such directors and officers who have executed documents delivered pursuant to the Agreement on behalf of each such corporation; f. e. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the respective states state of incorporation for the Company and New P.C. establishing that each such corporation of the Company and New P.C. is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of organization; g. f. certificates, dated within ten (10) days prior to the Closing Date, of the Secretaries Secretary of State of the states in which the Company and New P.C. are qualified to do business, to the effect that each such corporation is the Company and New P.C. are qualified to do business and, if applicable, is are in good standing as a foreign corporation in each of such states; h. g. an opinion of counsel to the Company Company, New P.C. and Physicians Shareholder dated as of the Closing Date, in form and substance satisfactory to Vision 21 and the Subsidiary21, which Vision 21, the Subsidiary, Vision 21's and the Subsidiary's counsel and the underwriters of any Initial Public Offering and their counsel are permitted to rely upon and which shall include an opinion, subject to normal and customary exceptions, exceptions that to the best of their knowledge the transactions and arrangements contemplated by this Agreement are in conformity with State laws, rules and regulations governing the practice of medicine. h. such appropriate documents of transfer, including bills of sale, endorsements, assignments, drafts, checks or other instruments, as to all of the Non-optical Assets and Optical Assets, and any other appropriate instruments in such reasonable or customary form as shall be requested by Vision 21 and its counsel; i. such instruments satisfactory to Vision 21 that all liens, claims, pledges, security interests and other encumbrances on all of the Non-optical Assets have been released; j. all authorizations, consents, permits and licenses referenced in Section 3.8; j. the resignations of the directors and officers of the Company as requested by Vision 213.5; k. an executed Registration Rights Agreement between Vision 21 and the executed Business Management Agreement Shareholder in substantially the form attached hereto as Exhibit 14.1 12.1 (k) (the "Registration Rights Agreement"); l. a non-foreign affidavit, as such affidavit is referred to in Section 1445 (b) (2) of the Code, of the Shareholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that the Shareholder is a United States citizen or a resident alien (and thus not a foreign person) and providing the Shareholder's United States taxpayer identification number; m. an assignment to Vision 21 of each lease for real property described on Schedule 2.1(c) (the "Lease Assignments"), as revised or if desired by Vision 21, a new lease or leases between the landlords under such leases and Vision 21 in accordance with changes form and substance reasonably deemed necessary satisfactory to Vision 21; and n. such other instrument or advisable by legal counsel retained instruments of transfer prepared by Vision 21 as shall be necessary or appropriate, as Vision 21 or its counsel shall reasonably request, to carry out and effect the Subsidiary in the State to address regulatory purpose and compliance issues;intent of this Agreement.

CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 14.1. Deliveries of the Company, New P.C. and the PhysicianOptometrist. At or prior to December 241, 1996, the Company, New P.C. and the Physician Optometrist shall deliver to Vision 21 and the Subsidiary21, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary21, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of resolutions of the Board of Directors of the Company authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the Merger, certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a copy of resolutions of the Board of Directors of New P.C. authorizing the execution, delivery and performance of the Business Management Agreement, the Physician Optometrist Employment Agreements, and all other documents to be executed and delivered by New P.C. as contemplated by this Agreement, certified by the Secretary of New P.C. as being true and correct copies of the originals thereof subject to no modifications or amendments; c. a certificate of the President of the Company, and of the PhysicianOptometrist, dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company and the Physician Optometrist contained herein, on and as of the Closing Date; d. a certificate of the President of the Company, and of the PhysicianOptometrist, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company and the Physician Optometrist with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of the Company and the Physician Optometrist to the Closing have been satisfied; e. a certificate of the Secretary of the Company and the Secretary of New P.C. certifying as to the incumbency of the directors and officers of each such corporation and as to the signatures of such directors and officers who have executed documents delivered pursuant to the Agreement on behalf of each such corporation; f. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the respective states of incorporation for the Company and New P.C. establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of organization; g. certificates, dated within ten (10) days prior to the Closing Date, of the Secretaries of State of the states in which the Company and New P.C. are qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; h. an opinion of counsel to the Company and Physicians Optometrists dated as of the Closing Date, in form and substance satisfactory to Vision 21 and the Subsidiary21, which Vision 21, the Subsidiary, Vision 21's and the Subsidiary's counsel and the underwriters of any Initial Public Offering and their counsel are permitted to rely upon and which shall include an opinion, subject to normal and customary exceptions, exceptions that to the best of their knowledge the transactions and arrangements contemplated by this Agreement are in conformity with State laws, rules and regulations governing the practice of medicineoptometry. i. all authorizations, consents, permits and licenses referenced in Section 3.8; j. the resignations of the directors and officers of the Company as requested by Vision 21; k. the executed Business Management Agreement in substantially the form attached hereto as Exhibit 14.1 (k), as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by Vision 21 and the Subsidiary in the State to address regulatory and compliance issues;

CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 14.113.1. Deliveries of the Company, New P.C. and the Physician. At or prior to December 24September __, 19961997, the Company, New P.C. and the Physician shall deliver to Vision 21 and the Subsidiary21, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary21, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of resolutions of the Board of Directors of the Company authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the Merger, certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a copy of resolutions of the Board of Directors of New P.C. authorizing the execution, delivery and performance of the Business Management Agreement, the Physician Employment Agreements, and all other documents to be executed and delivered by New P.C. as contemplated by this Agreement, certified by the Secretary of New P.C. as being true and correct copies of the originals thereof subject to no modifications or amendments; c. a certificate of the President of the Company, and of the Physician, dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company and the Physician contained herein, on and as of the Closing Date; d. a certificate of the President of the Company, and of the Physician, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company and the Physician with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of the Company and the Physician to the Closing have been satisfied; e. a certificate of the Secretary of the Company and the Secretary of New P.C. certifying as to the incumbency of the directors and officers of each such corporation and as to the signatures of such directors and officers who have executed documents delivered pursuant to the Agreement on behalf of each such corporation; f. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the respective states of incorporation for the Company and New P.C. establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of organization; g. certificates, dated within ten (10) days prior to the Closing Date, of the Secretaries of State of the states in which the Company and New P.C. are qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; h. an opinion of counsel to the Company and Physicians dated as of the Closing Date, in form and substance satisfactory to Vision 21 and the Subsidiary, which Vision 21, the Subsidiary, Vision 21's and the Subsidiary's counsel and the underwriters of any Initial Public Offering and their counsel are permitted to rely upon and which shall include an opinion, subject to normal and customary exceptions, that to the best of their knowledge the transactions and arrangements contemplated by this Agreement are in conformity accordance with State laws, rules and regulations governing the practice of medicine.Section 11.3; i. all authorizations, consents, permits and licenses referenced in Section 3.8; j. the resignations of the directors and officers of the Company as requested by Vision 21; k. the executed Business Management Agreement in substantially the form attached hereto as Exhibit 14.1 13.1 (k), as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by Vision 21 and the Subsidiary in the State to address regulatory and compliance issues; l. an executed Physician Employment Agreement between New P.C. and the Physician in substantially the form attached hereto as Exhibit 13.1 (l); m. an executed Physician Employment Agreement between New P.C. and each Physician Employee who is then an employee of the Company in substantially the form attached hereto as Exhibit 13.1 (m); n. an executed Optometrist Employment Agreement between New P.C. and each Optometrist Employee who is then an employee of the Company in substantially the form attached hereto as Exhibit 13.1 (n);

CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 14.1. Deliveries of the Company, New P.C. and the Physician. At or prior to December 24, 1996, the Company, New P.C. and the Physician shall deliver to Vision 21 and the Subsidiary21, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary21, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of resolutions of the Board of Directors of the Company authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the Merger, certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a copy of resolutions of the Board of Directors of New P.C. authorizing the execution, delivery and performance of the Business Management Agreement, the Physician Employment Agreements, and all other documents to be executed and delivered by New P.C. as contemplated by this Agreement, certified by the Secretary of New P.C. as being true and correct copies of the originals thereof subject to no modifications or amendments; c. a certificate of the President of the Company, and of the Physician, dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company and the Physician contained herein, on and as of the Closing Date; d. a certificate of the President of the Company, and of the Physician, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company and the Physician with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of the Company and the Physician to the Closing have been satisfied; e. a certificate of the Secretary of the Company and the Secretary of New P.C. certifying as to the incumbency of the directors and officers of each such corporation and as to the signatures of such directors and officers who have executed documents delivered pursuant to the Agreement on behalf of each such corporation; f. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the respective states of incorporation for the Company and New P.C. establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of organization; g. certificates, dated within ten (10) days prior to the Closing Date, of the Secretaries of State of the states in which the Company and New P.C. are qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; h. an opinion of counsel to the Company and Physicians dated as of the Closing Date, in form and substance satisfactory to Vision 21 and the Subsidiary21, which Vision 21, the Subsidiary, Vision 21's and the Subsidiary's counsel and the underwriters of any Initial Public Offering and their counsel are permitted to rely upon and which shall include an opinion, subject to normal and customary exceptions, exceptions that to the best of their knowledge the transactions and arrangements contemplated by this Agreement are in conformity with State laws, rules and regulations governing the practice of medicine. i. all authorizations, consents, permits and licenses referenced in Section 3.8; j. the resignations of the directors and officers of the Company as requested by Vision 21; k. the executed Business Management Agreement in substantially the form attached hereto as Exhibit 14.1 (k), as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by Vision 21 and the Subsidiary in the State to address regulatory and compliance issues; l. an executed Physician Employment Agreement between New P.C. and the Physician in substantially the form attached hereto as Exhibit 14.1 (l); m. an executed Physician Employment Agreement between New P.C. and each Physician Employee who is then an employee of the Company in substantially the form attached hereto as Exhibit 14.1 (m); n. an executed Optometrist Employment Agreement between New P.C. and each Optometrist Employee who is then an employee of the Company in substantially the form attached hereto as Exhibit 14.1 (n);

CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 14.113.1. Deliveries of the Company, the Physician and New P.C. and the Physician. P.A. At or prior to December 24September 30, 19961997, the Company, New P.C. and the Physician and New P.A. shall deliver to Vision 21 and the Subsidiary21, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary21, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of resolutions of the Board of Directors of the Company authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the MergerTransaction, certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a copy of resolutions of the Board of Directors of New P.C. P.A. authorizing the execution, delivery and performance of the Business Management Agreement, the Physician Employment Agreements, and all other documents to be executed and delivered by New P.C. P.A. as contemplated by this Agreement, certified by the Secretary of New P.C. P.A. as being true and correct copies of the originals thereof subject to no modifications or amendments; c. a certificate of the President of the Company, and of the Physician, dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company and the Physician contained herein, on and as of the Closing Date; d. a certificate of the President of the Company, and of the Physician, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company Company, the Partnership and the Physician with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of the Company and the Physician to the Closing have been satisfied; e. a certificate of the Secretary of the Company and the Secretary of New P.C. P.A. certifying as to the incumbency of the directors and officers of each such corporation and as to the signatures of such directors and officers who have executed documents delivered pursuant to the Agreement on behalf of each such corporation; f. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the respective states state of incorporation for the Company and New P.C. P.A. establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of organization; g. certificates, dated within ten (10) days prior to documentation evidencing the Closing Date, distribution of all assets of the Secretaries Partnership and assignment of State all liabilities of the states in which Partnership to Cortxxxx, X.A., Sever & Ramsxxx, X.A. and the Company and New P.C. are qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such statesCompany; h. an opinion such appropriate documents of counsel transfer, including bills of sale, endorsements, assignments, drafts, checks or other instruments, as to the Company and Physicians dated as all of the Closing DateNonmedical Assets, and any other appropriate instruments in such reasonable or customary form as shall be requested by Vision 21 and substance its counsel; i. such instruments satisfactory to Vision 21 that all liens, claims, pledges, security interests and other encumbrances on all of the Subsidiary, which Vision 21, the Subsidiary, Vision 21's and the Subsidiary's counsel and the underwriters of any Initial Public Offering and their counsel are permitted to rely upon and which shall include an opinion, subject to normal and customary exceptions, that to the best of their knowledge the transactions and arrangements contemplated by this Agreement are in conformity with State laws, rules and regulations governing the practice of medicine.Nonmedical Assets have been released; i. j. all authorizations, consents, permits and licenses referenced in Section 3.8; j. the resignations of the directors and officers of the Company as requested by Vision 213.5; k. the executed Business Management Agreement in substantially the form attached hereto as Exhibit 14.1 (k13.1(k); l. an executed Physician Employment Agreement between the New P.A. and the Physician in substantially the form attached hereto as Exhibit 13.1(l); m. an executed Physician Employment Agreement between the New P.A. and each Physician Employee who is then an employee of New P.A. in substantially the form attached hereto as Exhibit 13.1(m); n. an executed Optometrist Employment Agreement between the New P.A. and each Optometrist Employee who is then an employee of New P.A. in substantially the form attached hereto as Exhibit 13.1(n); o. a non-foreign affidavit, as revised such affidavit is referred to in accordance with changes reasonably deemed necessary Section 1445(b)(2) of the Code, of the Physician, signed under a penalty of perjury and dated as of the Closing Date, to the effect that the Physician is a United States citizen or advisable by legal counsel retained by Vision 21 a resident alien (and thus not a foreign person) and providing the Subsidiary in the State to address regulatory and compliance issuesPhysician's United States taxpayer identification number;

CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 14.112.1. Deliveries of the Company, New P.C. Company and the Physician. At or prior to December 24, 1996, the Company, New P.C. Company and the Physician shall deliver to Vision 21 and the Subsidiary21, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary21, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of resolutions of the Board of Directors of the Company authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the MergerTransaction, certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a copy of resolutions of the Board of Directors of New P.C. authorizing the execution, delivery and performance of the Business Management Agreement, the Physician Employment Agreements, and all other documents to be executed and delivered by New P.C. as contemplated by this Agreement, certified by the Secretary of New P.C. as being true and correct copies of the originals thereof subject to no modifications or amendments; c. a certificate of the President of the Company, and of the Physician, dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company and the Physician contained herein, on and as of the Closing Date; d. c. a certificate of the President of the Company, and of the Physician, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company and the Physician with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of the Company and the Physician to the Closing have been satisfied; e. d. a certificate of the Secretary of the Company and the Secretary of New P.C. certifying as to the incumbency of the directors and officers of each such corporation and as to the signatures of such directors and officers who have executed documents delivered pursuant to the Agreement on behalf of each such corporation; f. e. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the respective states state of incorporation for the Company and New P.C. establishing that each such corporation the Company is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of organization; g. f. certificates, dated within ten (10) days prior to the Closing Date, of the Secretaries Secretary of State of the states in which the Company and New P.C. are is qualified to do business, to the effect that each such corporation the Company is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; h. g. an opinion of counsel to the Company and Physicians dated as of the Closing Date, in form and substance satisfactory to Vision 21 and the Subsidiary21, which Vision 21, the Subsidiary, Vision 21's and the Subsidiary's counsel and the underwriters of any Initial Public Offering and their counsel are permitted to rely upon and which shall include an opinion, subject to normal and customary exceptions, exceptions that to the best of their knowledge the transactions and arrangements contemplated by this Agreement are in conformity with State laws, rules and regulations governing the practice of medicine. h. such appropriate documents of transfer, including bills of sale, endorsements, assignments, drafts, checks or other instruments, as to all of the Nonmedical Assets, and any other appropriate instruments in such reasonable or customary form as shall be requested by Vision 21 and its counsel; i. such instruments satisfactory to Vision 21 that all liens, claims, pledges, security interests and other encumbrances on all of the Nonmedical Assets have been released; j. all authorizations, consents, permits and licenses referenced in Section 3.8; j. the resignations of the directors and officers of the Company as requested by Vision 213.5; k. the executed Business Management Agreement in substantially the form attached hereto as Exhibit 14.1 12.1 (k), as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by Vision 21 and the Subsidiary in the State to address regulatory and compliance issues; l. an executed Physician Employment Agreement between the Company and the Physician in substantially the form attached hereto as Exhibit 12.1 (l); m. an executed Physician Employment Agreement between the Company and each Physician Employee who is then an employee of the Company in substantially the form attached hereto as Exhibit 12.1 (m); n. an executed Optometrist Employment Agreement between the Company and each Optometrist Employee who is then an employee of the Company in substantially the form attached hereto as Exhibit 12.1 (n); o. an executed Registration Rights Agreement between Vision 21 and the Company in substantially the form attached hereto as Exhibit 12.1 (o) (the "Registration Rights Agreement"); p. a non-foreign affidavit, as such affidavit is referred to in Section 1445 (b) (2) of the Code, of the Physician, signed under a penalty of perjury and dated as of the Closing Date, to the effect that the Physician is a United States citizen or a resident alien (and thus not a foreign person) and providing the Physician's United States taxpayer identification number; q. an assignment to Vision 21 of each lease for real property described on Schedule 2.1(d) (the "Lease Assignments"), or if desired by Vision 21, a new lease or leases between the landlords under such leases and Vision 21 in form and substance reasonably satisfactory to Vision 21; and r. such other instrument or instruments of transfer prepared by Vision 21 as shall be necessary or appropriate, as Vision 21 or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement. 12.2. Deliveries of Vision 21. At or prior to December 24, 1996, Vision 21 shall deliver to the Company and the Physician, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, the following, all of which shall be in a form reasonably satisfactory to the Company and the Physician and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of the resolutions of the Board of Directors of Vision 21 authorizing (i) the execution, delivery and performance of this Agreement, and all related documents and agreements, and (ii) the consummation of the Transaction, certified by Vision 21's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a certificate of an officer of Vision 21 dated the Closing Date as to the truth and correctness of the representations and warranties of Vision 21 contained herein, on and as of the Closing Date; c. a certificate of an officer of Vision 21 dated the Closing Date, (i) as to the performance and compliance of Vision 21 with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Vision 21 to the Closing have been satisfied; d. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the State of Florida establishing that Vision 21 is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in such state; e. certificates (or photocopies thereof), dated within ten (10) days prior to the Closing Date, of the Secretary of State of each state in which Vision 21 is qualified to do business, to the effect that Vision 21 is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; f. an opinion of Shumxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, dated as of the Closing Date, pursuant to Section 11.3; g. the executed Registration Rights Agreement; h. the executed Lease Assignments; i. the Note in the original principal amount set forth in this Agreement; j. the Agreement to Continue Practice After Transfer Event and Stock Pledge; and k. such other instrument or instruments of transfer, prepared by the Company or the Physician as shall be necessary or appropriate, as the Company, the Physician or their counsel shall reasonable request, to carry out and effect the purpose and intent of this Agreement.

CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 14.113.1. Deliveries of the Company, the Physician and New P.C. and the Physician. P.A. At or prior to December 24September 30, 19961997, the Company, New P.C. and the Physician and New P.A. shall deliver to Vision 21 and the Subsidiary21, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary21, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of resolutions of the Board of Directors of the Company authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the MergerTransaction, certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a copy of resolutions of the Board of Directors of New P.C. P.A. authorizing the execution, delivery and performance of the Business Management Agreement, the Physician Employment Agreements, and all other documents to be executed and delivered by New P.C. P.A. as contemplated by this Agreement, certified by the Secretary of New P.C. P.A. as being true and correct copies of the originals thereof subject to no modifications or amendments; c. a certificate of the President of the Company, and of the Physician, dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company and the Physician contained herein, on and as of the Closing Date; d. a certificate of the President of the Company, and of the Physician, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company Company, the Partnership and the Physician with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of the Company and the Physician to the Closing have been satisfied; e. a certificate of the Secretary of the Company and the Secretary of New P.C. P.A. certifying as to the incumbency of the directors and officers of each such corporation and as to the signatures of such directors and officers who have executed documents delivered pursuant to the Agreement on behalf of each such corporation; f. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the respective states state of incorporation for the Company and New P.C. P.A. establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of organization; g. certificates, dated within ten (10) days prior to documentation evidencing the Closing Date, distribution of all assets of the Secretaries Partnership and assignment of State all liabilities of the states in which Partnership to Pusaxxxx, X.A., Sever & Ramseur, P.A. and the Company and New P.C. are qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such statesCompany; h. an opinion such appropriate documents of counsel transfer, including bills of sale, endorsements, assignments, drafts, checks or other instruments, as to the Company and Physicians dated as all of the Closing DateNonmedical Assets, and any other appropriate instruments in such reasonable or customary form as shall be requested by Vision 21 and substance its counsel; i. such instruments satisfactory to Vision 21 that all liens, claims, pledges, security interests and other encumbrances on all of the Subsidiary, which Vision 21, the Subsidiary, Vision 21's and the Subsidiary's counsel and the underwriters of any Initial Public Offering and their counsel are permitted to rely upon and which shall include an opinion, subject to normal and customary exceptions, that to the best of their knowledge the transactions and arrangements contemplated by this Agreement are in conformity with State laws, rules and regulations governing the practice of medicine.Nonmedical Assets have been released; i. j. all authorizations, consents, permits and licenses referenced in Section 3.8; j. the resignations of the directors and officers of the Company as requested by Vision 213.5; k. the executed Business Management Agreement in substantially the form attached hereto as Exhibit 14.1 13.1(k); l. an executed Physician Employment Agreement between the New P.A. and the Physician in substantially the form attached hereto as Exhibit 13.1(l); m. an executed Physician Employment Agreement between the New P.A. and each Physician Employee who is then an employee of New P.A. in substantially the form attached hereto as Exhibit 13.1(m); n. an executed Optometrist Employment Agreement between the New P.A. and each Optometrist Employee who is then an employee of New P.A. in substantially the form attached hereto as Exhibit 13.1(n); o. a non-foreign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of the Physician, signed under a penalty of perjury and dated as of the Closing Date, to the effect that the Physician is a United States citizen or a resident alien (kand thus not a foreign person) and providing the Physician's United States taxpayer identification number; p. an assignment to Vision 21 of each lease for real property described on Schedule 2.1(d) (the "Lease Assignments"), as revised or if desired by Vision 21, a new lease or leases between the landlords under such leases and Vision 21 in accordance with changes form and substance reasonably deemed necessary satisfactory to Vision 21; and q. such other instrument or advisable by legal counsel retained instruments of transfer prepared by Vision 21 as shall be necessary or appropriate, as Vision 21 or its counsel shall reasonably request, to carry out and effect the Subsidiary in the State to address regulatory purpose and compliance issues;intent of this Agreement.

CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 14.113.1. Deliveries of the Company, New P.C. and the Physician. At or prior to December 24May 30, 19961997, the Company, New P.C. and the Physician shall deliver to Vision 21 and the Subsidiary, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of resolutions of the Board of Directors of the Company authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the Merger, certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a copy of resolutions of the Board of Directors of New P.C. authorizing the execution, delivery and performance of the Business Management Agreement, the Physician Employment Agreements, and all other documents to be executed and delivered by New P.C. as contemplated by this Agreement, certified by the Secretary of New P.C. as being true and correct copies of the originals thereof subject to no modifications or amendments; c. a certificate of the President of the Company, and of the Physician, dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company and the Physician contained herein, on and as of the Closing Date; d. a certificate of the President of the Company, and of the Physician, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company and the Physician with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of the Company and the Physician to the Closing have been satisfied; e. a certificate of the Secretary of the Company and the Secretary of New P.C. certifying as to the incumbency of the directors and officers of each such corporation and as to the signatures of such directors and officers who have executed documents delivered pursuant to the Agreement on behalf of each such corporation; f. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the respective states of incorporation for the Company and New P.C. establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of organization; g. certificates, dated within ten (10) days prior to the Closing Date, of the Secretaries of State of the states in which the Company and New P.C. are qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; h. an opinion of counsel to the Company and Physicians dated as of the Closing Date, in form and substance satisfactory to Vision 21 and the Subsidiary, which Vision 21, the Subsidiary, Vision 21's and the Subsidiary's counsel and the underwriters of any Initial Public Offering and their counsel are permitted to rely upon and which shall include an opinion, subject to normal and customary exceptions, that to the best of their knowledge the transactions and arrangements contemplated by this Agreement are in conformity with State laws, rules and regulations governing the practice of medicine. i. all authorizations, consents, permits and licenses referenced in Section 3.8; j. the resignations of the directors and officers of the Company as requested by Vision 21; k. the executed Business Management Agreement in substantially the form attached hereto as Exhibit 14.1 (k13.1(k), as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by Vision 21 and the Subsidiary in the State to address regulatory and compliance issues; l. an executed Physician Employment Agreement between New P.C. and the Physician in substantially the form attached hereto as Exhibit 13.1(l); m. an executed Physician Employment Agreement between New P.C. and each Physician Employee who is then an employee of the Company in substantially the form attached hereto as Exhibit 13.1(m); n. an executed Optometrist Employment Agreement between New P.C. and each Optometrist Employee who is then an employee of the Company in substantially the form attached hereto as Exhibit 13.1(n); o. an executed Registration Rights Agreement between Vision 21 and the Physician in substantially the form attached hereto as Exhibit 13.1(o) (the "Registration Rights Agreement"); p. an executed Certificate of Merger necessary to effect the Merger; q. a non-foreign affidavit, as such affidavit is referred to in Section 1445 (b) (2) of the Code, of the Physician, signed under a penalty of perjury and dated as of the Closing Date, to the effect that the Physician is a United States citizen or a resident alien (and thus not a foreign person) and providing the Physician's United States taxpayer identification number; r. if desired by Vision 21, a new lease or leases between the landlords under each lease for real property described on Schedule 3.14(c) and Vision 21 or the Subsidiary in form and substance reasonably satisfactory to Vision 21 and the Subsidiary; s. the Shares of Company Common Stock to be delivered pursuant to Section 2.9(b); and t. such other instrument or instruments of transfer prepared by Vision 21 as shall be necessary or appropriate, as Vision 21 or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.

CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 14.113.1. Deliveries of the Company, New P.C. P.A. and the Physician. At or prior to December 24September 30, 19961997, the Company, New P.C. P.A. and the Physician shall deliver to Vision 21 and the Subsidiary21, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary21, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of resolutions of the Board of Directors of the Company authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the Merger, certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a copy of resolutions of the Board of Directors of New P.C. P.A. authorizing the execution, delivery and performance of the Business Management Agreement, the Physician Employment Agreements, and all other documents to be executed and delivered by New P.C. P.A. as -50- 51 contemplated by this Agreement, certified by the Secretary of New P.C. P.A. as being true and correct copies of the originals thereof subject to no modifications or amendments; c. a certificate of the President of the Company, and of the Physician, dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company and the Physician contained herein, on and as of the Closing Date; d. a certificate of the President of the Company, and of the Physician, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company Company, the Partnership and the Physician with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of the Company and the Physician to the Closing have been satisfied; e. a certificate of the Secretary of the Company and the Secretary of New P.C. P.A. certifying as to the incumbency of the directors and officers of each such corporation and as to the signatures of such directors and officers who have executed documents delivered pursuant to the Agreement on behalf of each such corporation; f. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the respective states of incorporation for the Company and New P.C. P.A. establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of organization; g. certificates, dated within ten (10) days prior to the Closing Date, of the Secretaries of State of the states in which the Company and New P.C. P.A. are qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; h. an opinion documentation evidencing the distribution of counsel to the Company and Physicians dated as all assets of the Closing DatePartnership and assignment of all liabilities of the Partnership to Cortxxxx, in form and substance satisfactory to Vision 21 X.A., Pusaxxxx, X.A. and the Subsidiary, which Vision 21, the Subsidiary, Vision 21's and the Subsidiary's counsel and the underwriters of any Initial Public Offering and their counsel are permitted to rely upon and which shall include an opinion, subject to normal and customary exceptions, that to the best of their knowledge the transactions and arrangements contemplated by this Agreement are in conformity with State laws, rules and regulations governing the practice of medicine.Company; i. all authorizations, consents, permits and licenses referenced in Section 3.8; j. the resignations of the directors and officers of the Company as requested by Vision 21; k. the executed Business Management Agreement in substantially the form attached hereto as Exhibit 14.1 13.1 (k), as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by Vision 21 ; l. an executed Physician Employment Agreement between New P.A. and the Subsidiary Physician in substantially the State to address regulatory form attached hereto as Exhibit 13.1 (l); m. an executed Physician Employment Agreement between New P.A. and compliance issueseach Physician Employee who is then an employee of the Company in substantially the form attached hereto as Exhibit 13.1 (m);

CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 14.112.1. Deliveries of the Company, New P.C. the Practice and the PhysicianShareholder. At or prior to December 24September 30, 19961997, the Company, New P.C. the Practice and the Physician Shareholder shall deliver to Vision 21 and the Subsidiary21, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary21, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy copies of resolutions of the Board Boards of Directors of the Company and the Practice authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the MergerTransaction, certified by the Secretary Secretaries of the Company and the Practice as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a copy of resolutions of the Board of Directors of New P.C. authorizing the execution, delivery and performance of the Business Management Agreement, the Physician Employment Agreements, and all other documents to be executed and delivered by New P.C. as contemplated by this Agreement, certified by the Secretary of New P.C. as being true and correct copies of the originals thereof subject to no modifications or amendments; c. a certificate of the President of the Company, the President of the Practice, and of the PhysicianShareholder, dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company Company, the Practice and the Physician Shareholder contained herein, on and as of the Closing Date; d. c. a certificate of the President of the Company, the President of the Practice, and of the PhysicianShareholder, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company Company, the Practice and the Physician Shareholder with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of the Company Company, the Practice and the Physician Shareholder to the Closing have been satisfied; e. d. a certificate of the Secretary Secretaries of the Company and the Secretary of New P.C. Practice certifying as to the incumbency of the directors and officers of each such corporation and as to the signatures of such directors and officers who have executed documents delivered pursuant to the Agreement on behalf of each such corporation; f. e. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the respective states state of incorporation for the Company and New P.C. the Practice establishing that each such corporation of the Company and the Practice is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of organization; f. [RESERVED]; g. certificatessuch appropriate documents of transfer, dated within ten (10) days prior including bills of sale, endorsements, assignments, drafts, checks or other instruments, as to the Closing Date, all of the Secretaries of State of the states Non-optical Assets and Optical Assets, and any other appropriate instruments in which the Company such reasonable or customary form as shall be requested by Vision 21 and New P.C. are qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such statesits counsel; h. an opinion of counsel to the Company and Physicians dated as of the Closing Date, in form and substance such instruments satisfactory to Vision 21 that all liens, claims, pledges, security interests and other encumbrances on all of the Subsidiary, which Vision 21, the Subsidiary, Vision 21's and the Subsidiary's counsel and the underwriters of any Initial Public Offering and their counsel are permitted to rely upon and which shall include an opinion, subject to normal and customary exceptions, that to the best of their knowledge the transactions and arrangements contemplated by this Agreement are in conformity with State laws, rules and regulations governing the practice of medicine.Non-optical Assets have been released; i. all authorizations, consents, permits and licenses referenced in Section 3.83.5; j. the resignations [RESERVED]; k. a non-foreign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the directors and officers Code, of the Company Shareholder, signed under a penalty of perjury and dated as requested of the Closing Date, to the effect that the Shareholder is a United States citizen or a resident alien (and thus not a foreign person) and providing the Shareholder's United States taxpayer identification number; l. an assignment to Vision 21 of each lease for real property described on Schedule 2.2(c) (the "Lease Assignments"), or if desired by Vision 21;, a new lease or leases between the landlords under such leases and Vision 21 in form and substance reasonably satisfactory to Vision 21; and k. the executed Business Management Agreement in substantially the form attached hereto as Exhibit 14.1 (k), as revised in accordance with changes reasonably deemed necessary m. such other instrument or advisable by legal counsel retained instruments of transfer prepared by Vision 21 as shall be necessary or appropriate, as Vision 21 or its counsel shall reasonably request, to carry out and effect the Subsidiary in the State to address regulatory purpose and compliance issues;intent of this Agreement.