Common use of Closing Deliveries of the Sellers Clause in Contracts

Closing Deliveries of the Sellers. At Closing, in addition to any other documents or agreements required under this Agreement, the Sellers shall deliver to MTLM each of the following: (a) The long-form articles of incorporation for each of the Companies, certified by the Secretary of State of New Jersey, and dated no more than thirty (30) calendar days prior to the Closing Date; (b) A Certificate of Good Standing for the Companies issued by the appropriate Governmental Agency in the State of New Jersey and in each jurisdiction in which the Companies are qualified to conduct business as a foreign corporation, and dated not more than thirty (30) calendar days prior to the Closing Date; (c) Certificates of the Secretary or an Assistant Secretary from each of the Companies, dated the Closing Date, in form and substance reasonably satisfactory to the Companies, certifying: (i) the by-laws and Articles of Incorporation of the Companies; (ii) the resolutions of the board of directors of the Companies, authorizing and approving the execution, delivery, and performance of this Agreement, and the transactions contemplated hereby; and (iii) incumbency and signatures of the officers of executing this Agreement; (d) A certificate, dated the Closing Date, of an executive officer of the Companies certifying the compliance by the Companies with Sections 9.1 and 9.2; (e) The resignations of the officers and directors of the Companies as set forth in Section 6.5; (f) The Employment Agreement between MTLM and Josexx Xxxxxxxx, duly executed by Josexx Xxxxxxxx; (g) The Employment Agreement between MTLM and Andrxx Xxxxxxxx, Xx., xxly executed by Andrxx Xxxxxxxx, Xx.; (h) The Employment Agreement between MTLM and John Xxxxxxxx, duly executed by John Xxxxxxxx; (i) The Non-competition Agreement between MTLM and Josexx Xxxxxxxx; (j) The Non-competition Agreement between MTLM and Andrxx Xxxxxxxx, Xx. xxxy executed by Andrxx Xxxxxxxx, Xx.; (k) The Escrow Agreement, duly executed by the Sellers, and the Escrow Agent; (l) A duly executed Opinion of Seller's Counsel; (m) The Registration Rights Agreement, duly executed by the Sellers and MTLM; (n) Evidence of all consents, waivers or approvals required in this Agreement to be obtained by the Sellers or the Companies pursuant to Section 8.4 with respect to the consummation of the transactions contemplated by this Agreement have been obtained; (o) Stock certificates evidencing all of the Shares held by the Sellers immediately prior to Closing, and such certificates shall be either duly endorsed in blank or accompanied by duly executed stock powers endorsed in blank and duly executed W-9 forms; (p) Each Seller shall have delivered an affidavit stating, under penalties of perjury, such Seller's U.S. taxpayer identification number and that such Seller is not a "foreign person" as defined in Section 1445 of the Code; (q) A Certificate from McDonald in form and substance reasonably satisfactory to MTLM acknowledging receipt of the consideration payable to McDonald pursuant to Section 2.2 and fully releasing and discharging the Companies from any and all liabilities, obligations and other Losses relating to McDonald as a result of the transactions contemplated hereby. (r) The Option to Lease duly executed by the parties thereto; (s) Executed certificates from the employees of the Companies being issued shares of MTLM Common Stock pursuant to Section

Closing Deliveries of the Sellers. At or prior to Closing, in addition to any other documents or agreements required under this Agreement, the Sellers shall deliver to MTLM Buyer the following documents or items, each of the followingwhich shall have been duly executed by each Person whose signature is provided for in such respective document: (a) The long-a xxxx of sale in the form articles attached hereto as Exhibit A with respect to the Assets (other than the Memphis Assets) (the “Xxxx of incorporation for each Sale”), dated as of the Companies, certified by the Secretary of State of New Jersey, and dated no more than thirty (30) calendar days prior to the Closing Date; (b) A Certificate a xxxx of Good Standing for the Companies issued by the appropriate Governmental Agency sale in the State form attached hereto as Exhibit A with respect to the Memphis Assets (the “Memphis Xxxx of New Jersey Sale”), dated as of the Closing Date, which shall be subject to the provisions of Section 2.3 hereof; (c) an assignment and assumption agreement in each jurisdiction in the form attached hereto as Exhibit B assigning the Assumed Contracts, Personal Property Leases, Permits, Intellectual Property Assets and the Assumed Liabilities (other than those which are a part of the Companies are qualified to conduct business Memphis Assets) (the “Assignment and Assumption Agreement”), dated as a foreign corporation, and dated not more than thirty (30) calendar days prior to of the Closing Date; (cd) Certificates an assignment and assumption agreement in the form attached hereto as Exhibit B assigning the Assumed Contracts, Personal Property Leases, Permits, Intellectual Property Assets and the Assumed Liabilities which are a part of the Secretary or an Assistant Secretary from each of Memphis Assets (the Companies“Memphis Assignment and Assumption Agreement”), dated as of the Closing Date, in form and substance reasonably satisfactory which shall be subject to the Companies, certifying: (i) the by-laws and Articles provisions of Incorporation of the Companies; (ii) the resolutions of the board of directors of the Companies, authorizing and approving the execution, delivery, and performance of this Agreement, and the transactions contemplated hereby; and (iii) incumbency and signatures of the officers of executing this Agreement; (d) A certificate, dated the Closing Date, of an executive officer of the Companies certifying the compliance by the Companies with Sections 9.1 and 9.2Section 2.3 hereof; (e) The resignations deeds with respect to each parcel of Owned Real Property (other than the Memphis Owned Real Property) in the forms attached as Exhibits C-1, C-2, and C-3, together with any necessary transfer declaration or other filings (the “Real Property Deeds”), each dated as of the officers and directors of the Companies as set forth in Section 6.5Closing Date; (f) The Employment Agreement between MTLM and Josexx Xxxxxxxxdeeds with respect to each parcel of the Memphis Owned Real Property in the form attached as Exhibit C-4, duly executed by Josexx Xxxxxxxxtogether with any necessary transfer declaration or other filings (the “Memphis Real Property Deeds”), dated as of the Closing Date, which shall be subject to the provisions of Section 2.3 hereof; (g) The Employment Agreement between MTLM an assignment of lease, dated as of the Closing Date, with respect to each Real Estate Lease being assigned to Buyer in the form attached as Exhibit D, together with any necessary transfer declaration or other filings (the “Lease Assignments”), each dated as of the Closing Date, and Andrxx Xxxxxxxx, Xx., xxly executed copies of any landlord estoppel certificates received by Andrxx Xxxxxxxx, Xx.the Sellers with respect to the Real Estate Leases; (h) The Employment Agreement between MTLM all Consents necessary to be obtained in order to consummate the Contemplated Transactions as required pursuant to those Material Contracts, Real Estate Leases and John XxxxxxxxPersonal Property Leases listed on Schedule 3.2(h) (collectively, the “Material Consents”), all having been duly executed by John Xxxxxxxxobtained and in full force and effect, and the Sellers being in compliance with each of the Material Consents; (i) The a non-competition and non-solicitation agreement, in the form attached hereto as Exhibit E (the “Non-competition Agreement between MTLM Competition and Josexx XxxxxxxxNon-Solicitation Agreement”) in favor of Buyer by each of Xxxxxxx X. Xxxxxx and Xxx X. Xxxxxx, each dated as of the Closing Date; (j) The Non-competition Agreement between MTLM a counterpart to that certain escrow agreement dated as of the Closing Date by and Andrxx Xxxxxxxxamong the Escrow Agent, Xx. xxxy executed by Andrxx XxxxxxxxBuyer and the Sellers in the form attached hereto as Exhibit F (the “Escrow Agreement”), Xx.dated as of the Closing Date; (k) The Escrow Agreementa guaranty, duly executed in the form attached hereto as Exhibit G in favor of Buyer by each of Xxxxxxx X. Xxxxxx, individually and as Trustee of the SellersXxxxxxx X. Xxxxxx Revocable Trust dated July 20, 1993, and Xxx X. Xxxxxx, individually and as Trustee of the Escrow AgentXxx X. Xxxxxx Revocable Trust dated April 5, 1989, each dated as of the Closing Date; (l) A duly executed Opinion certificates of Seller's Counsel; (m) The Registration Rights Agreement, duly executed by each of the Sellers in form and MTLM; (n) Evidence of all consentssubstance satisfactory to Buyer, waivers or approvals required in this Agreement to be obtained by the Sellers or the Companies pursuant to Section 8.4 with respect to the consummation dated as of the transactions contemplated by this Agreement have been obtained; (o) Stock certificates evidencing all of the Shares held by the Sellers immediately prior Closing Date and sworn to Closing, and such certificates shall be either duly endorsed in blank or accompanied by duly executed stock powers endorsed in blank and duly executed W-9 forms; (p) Each Seller shall have delivered an affidavit stating, under penalties penalty of perjury, such Seller's U.S. taxpayer identification number and certifying that such Seller is not a "“foreign person" as defined in ” within the meaning of Section 1445 of the Code, such certificate to be in the form set forth in the Treasury Regulations thereunder; (q) A Certificate from McDonald in form and substance reasonably satisfactory to MTLM acknowledging receipt of the consideration payable to McDonald pursuant to Section 2.2 and fully releasing and discharging the Companies from any and all liabilities, obligations and other Losses relating to McDonald as a result of the transactions contemplated hereby. (r) The Option to Lease duly executed by the parties thereto; (s) Executed certificates from the employees of the Companies being issued shares of MTLM Common Stock pursuant to Section

Closing Deliveries of the Sellers. At The obligation of Buyer and Xxxxxxx to consummate the transactions contemplated by this Agreement shall be subject to the delivery, prior to or at Closing, in addition to any other documents or agreements required under this Agreement, the Sellers shall deliver to MTLM of each of the following: following by Sellers (athe delivery of any or all of which may be waived by Buyer and Xxxxxxx in their discretion): a counterpart signature page to the Employment Agreement, dated as of the Closing, between Xxxx X. Xxxxxxx and Mandara, duly executed by Xx. Xxxxxxx, which Employment Agreement shall be in substantially the form attached hereto as Exhibit 7.1(a) The long-form articles (the "Edleson Employment Agreement"); a counterpart signature page to the Registration Rights Agreement, dated as of incorporation for the Closing, duly executed by each of the CompaniesSellers; the original promissory notes evidencing the Seller Loans, certified each duly endorsed and collaterally assigned by the Secretary holder thereof in favor of State Buyer; an opinion of New JerseyXxxxxx & Xxxxxx, and counsel to Sellers, dated no more than thirty (30) calendar days prior to as of the Closing Date; (b) A Certificate of Good Standing for the Companies issued by the appropriate Governmental Agency , in the State form attached hereto as Exhibit 7.1(d); good standing certificates (or similar certifications of New Jersey and in each jurisdiction in which the Companies are qualified to conduct business as a foreign corporationstatus), and dated not more than thirty (30) calendar business days prior to the Closing Date; (c) Certificates , of the Secretary or an Assistant Secretary from each of the CompaniesMandara Entities issued by the appropriate Governmental Authorities or other Persons (i) in their Organizational Jurisdiction and (ii) in each other jurisdiction where they are qualified to do business; Instruments of Transfer of the Mandara Shares, dated as of the Closing Date, in the form and substance reasonably satisfactory to the Companiesattached hereto as Exhibit 7.1(f), certifying: (i) the by-laws and Articles of Incorporation executed by each of the CompaniesSellers assigning the Mandara Shares to Buyer; a Mutual General Release, in the form attached hereto as Exhibit 7.1(g) (ii) the resolutions "Release"), executed by each of the board Sellers releasing claims against the Mandara Entities; an undertaking from each of directors of Non-Compete Party agreeing to be bound by the Companies, authorizing and approving the execution, delivery, and performance restrictions set forth under Article X of this Agreement, and ; the transactions contemplated hereby; and (iii) incumbency and signatures Charter Documents of the officers of executing this Mandara Entities; a counterpart signature page to a Pledge and Security Agreement; (d) A certificate, dated as of the Closing Date, between Buyer and each of an executive officer of SPI and PCCL (the Companies certifying the compliance by the Companies with Sections 9.1 and 9.2; (e) The resignations of the officers and directors of the Companies as set forth in Section 6.5; (f) The Employment Agreement between MTLM and Josexx Xxxxxxxx"Pledge Agreements"), duly executed by Josexx Xxxxxxxx; (g) The Employment Agreement between MTLM each of SPI and Andrxx XxxxxxxxPCCL, Xx., xxly executed by Andrxx Xxxxxxxx, Xx.; (h) The Employment Agreement between MTLM and John Xxxxxxxx, duly executed by John Xxxxxxxx; (i) The Non-competition Agreement between MTLM and Josexx Xxxxxxxx; (j) The Non-competition Agreement between MTLM and Andrxx Xxxxxxxx, Xx. xxxy executed by Andrxx Xxxxxxxx, Xx.; (k) The Escrow Agreement, duly executed by each of which Pledge Agreements shall be in substantially the Sellersform attached hereto as Exhibit 7.1(k), and the Escrow Agent; (l) A duly executed Opinion of Seller's Counsel; (m) The Registration Rights Agreement, duly executed by the Sellers and MTLM; (n) Evidence of all consents, waivers or approvals required in this Agreement to be obtained by the Sellers or the Companies pursuant to Section 8.4 with respect to the consummation of the transactions contemplated by this Agreement have been obtained; (o) Stock certificates evidencing all of the Shares held by the Sellers immediately prior to Closing, and such certificates shall be either duly endorsed in blank or accompanied by duly a stock power executed stock powers endorsed in blank and duly executed W-9 forms; (p) Each Seller shall have delivered an affidavit stating, instructions to Xxxxxxx to deliver any Xxxxxxx Shares otherwise deliverable to SPI and PCCL hereunder to the pledgee under penalties of perjury, such Seller's U.S. taxpayer identification number and that such Seller is not a "foreign person" as defined in Section 1445 of the Code; (q) A Certificate from McDonald in form and substance reasonably satisfactory to MTLM acknowledging receipt of the consideration payable to McDonald pursuant to Section 2.2 and fully releasing and discharging the Companies from any and all liabilities, obligations and other Losses relating to McDonald as a result of the transactions contemplated herebysaid Pledge Agreements. (r) The Option to Lease duly executed by the parties thereto; (s) Executed certificates from the employees of the Companies being issued shares of MTLM Common Stock pursuant to Section

Closing Deliveries of the Sellers. At The obligation of Buyer and Steixxx xx consummate the transactions contemplated by this Agreement shall be subject to the delivery, prior to or at Closing, in addition to any other documents or agreements required under this Agreement, the Sellers shall deliver to MTLM of each of the following:following by Sellers (the delivery of any or all of which may be waived by Buyer and Steixxx xx their discretion): (a) The long-form articles of incorporation for each a counterpart signature page to the Employment Agreement, dated as of the CompaniesClosing, certified between Thomxx X. Xxxxxxxx xxx Mandara, duly executed by Mr. Xxxxxxxx, xxich Employment Agreement shall be in substantially the Secretary of State of New Jersey, and dated no more than thirty form attached hereto as EXHIBIT 7.1(A) (30) calendar days prior to the Closing Date"GOTTXXXX XXXLOYMENT AGREEMENT"); (b) A Certificate a counterpart signature page to the Registration Rights Agreement, dated as of Good Standing for the Companies issued Closing, duly executed by each of the Sellers; (c) the original promissory notes evidencing the Seller Loans, each duly endorsed and collaterally assigned by the appropriate Governmental Agency holder thereof in favor of Buyer; (d) an opinion of Lathxx & Xatkxxx, xxunsel to Sellers, dated as of the Closing Date, in the State form attached hereto as EXHIBIT 7.1(D); (e) good standing certificates (or similar certifications of New Jersey and in each jurisdiction in which the Companies are qualified to conduct business as a foreign corporationstatus), and dated not more than thirty (30) calendar business days prior to the Closing Date, of each of the Mandara Entities issued by the appropriate Governmental Authorities or other Persons (i) in their Organizational Jurisdiction and (ii) in each other jurisdiction where they are qualified to do business; (cf) Certificates Assignments of the Secretary or an Assistant Secretary from each of the CompaniesMembership Interests, dated as of the Closing Date, in the form and substance reasonably satisfactory to the Companiesattached hereto as EXHIBIT 7.1(F), certifying: (i) the by-laws and Articles of Incorporation executed by each of the Companies; Sellers assigning the Membership Interests in the Company to Buyer; (iig) a Mutual General Release, in the resolutions form attached hereto as EXHIBIT 7.1(G) (the "RELEASE"), executed by each of the board Sellers releasing claims against the Mandara Entities; (h) an undertaking from each of directors Non-Compete Party agreeing to be bound by the restrictions set forth under ARTICLE X of the Companies, authorizing and approving the execution, delivery, and performance of this Agreement, and the transactions contemplated hereby; and (iii) incumbency and signatures of the officers of executing this Agreement; (di) A certificate, dated the Closing Date, of an executive officer Charter Documents of the Companies certifying the compliance by the Companies with Sections 9.1 and 9.2; (e) The resignations of the officers and directors of the Companies as set forth in Section 6.5; (f) The Employment Agreement between MTLM and Josexx Xxxxxxxx, duly executed by Josexx Xxxxxxxx; (g) The Employment Agreement between MTLM and Andrxx Xxxxxxxx, Xx., xxly executed by Andrxx Xxxxxxxx, Xx.; (h) The Employment Agreement between MTLM and John Xxxxxxxx, duly executed by John Xxxxxxxx; (i) The Non-competition Agreement between MTLM and Josexx XxxxxxxxMandara Entities; (j) The Non-competition Agreement between MTLM and Andrxx Xxxxxxxxa Limited Guaranty of HG, Xx. xxxy executed by Andrxx XxxxxxxxInc. ("GUARANTOR") guaranteeing the obligations of RSS under this Agreement, Xx.;which shall be in the form attached hereto as EXHIBIT 7.1(J)(I); and (k) The Escrow a counterpart signature page to a Pledge and Security Agreement, dated as of the Closing Date, between SPS and Buyer (the "PLEDGE AGREEMENT"), duly executed by SPS, which Pledge Agreement shall be in substantially the Sellersform attached hereto as EXHIBIT 7.1(K), and the Escrow Agent; (l) A duly executed Opinion of Seller's Counsel; (m) The Registration Rights Agreement, duly executed by the Sellers and MTLM; (n) Evidence of all consents, waivers or approvals required in this Agreement to be obtained by the Sellers or the Companies pursuant to Section 8.4 with respect to the consummation of the transactions contemplated by this Agreement have been obtained; (o) Stock certificates evidencing all of the Shares held by the Sellers immediately prior to Closing, and such certificates shall be either duly endorsed in blank or accompanied by duly a stock power executed stock powers endorsed in blank and duly executed W-9 forms; (p) Each Seller shall have delivered an affidavit stating, instructions to Steixxx xx deliver any Steixxx Xxxres otherwise deliverable to SPS hereunder to the pledgee under penalties of perjury, such Seller's U.S. taxpayer identification number and that such Seller is not a "foreign person" as defined in Section 1445 of the Code; (q) A Certificate from McDonald in form and substance reasonably satisfactory to MTLM acknowledging receipt of the consideration payable to McDonald pursuant to Section 2.2 and fully releasing and discharging the Companies from any and all liabilities, obligations and other Losses relating to McDonald as a result of the transactions contemplated herebysaid Pledge Agreement. (r) The Option to Lease duly executed by the parties thereto; (s) Executed certificates from the employees of the Companies being issued shares of MTLM Common Stock pursuant to Section

Closing Deliveries of the Sellers. At the Closing, in addition to any other documents or agreements required under this Agreement, the Sellers shall deliver deliver, or cause to MTLM be delivered, to the Buyer all of the following, each of which shall be in full force and effect: a. original certificates representing all of the outstanding Equity Interests of each Acquired Company to the extent they are certificated, stock powers or assignments evidencing the conveyance of the Purchased Interests duly executed in blank, and any other transfer instruments required to validly transfer title in and to the Purchased Interests from the Sellers to the Buyer (or to the Buyer’s designee or designees, if so elected by the Buyer) in form and substance reasonably satisfactory to the Buyer; b. the Assignment and Assumption Agreement duly executed by the Asset Seller; c. the IP Transfer Agreement duly executed by the Intellectual Property Sellers; d. the Bill of Sale duly executed by the Asset Seller; e. the Transition Services Agreement duly executed by the Sellers; f. the Master Distribution Agreement duly executed by the Sellers; g. the AB Contract Brewing Agreement for Buyer duly executed by the Sellers; h. the Tilray Contract Brewing Agreement for Seller duly executed by Xxxxxx; i. a certificate duly executed and delivered by the Secretary or comparable representative of each Seller and each Acquired Company, certifying (A) as to such Seller’s and such Acquired Company’s satisfaction of each of the following: conditions set forth in Section 9.1(a) through Section 9.1(c), inclusive, and (aB) The long-form articles that attached thereto are (1) true, complete and accurate copies of the Organizational Documents of each Acquired Company (and the certificate of incorporation for or comparable organizational document of each Acquired Company shall also be certified as of the Companies, certified a recent date by the Secretary of State or comparable Governmental Authority of New Jerseyits jurisdiction of organization), and dated no more than thirty (302) calendar days a true, complete and accurate copy of resolutions duly adopted by the board of directors (or comparable governing body) of such Seller and, if applicable, each Seller’s requisite stockholders, which authorize and approve the execution, delivery and performance by such Seller of this Agreement and the Other Agreements to which such Seller is a party; j. a certificate of good standing (or equivalent) of each Acquired Company issued by the Secretary of State (or other appropriate office) of the state of each Acquired Company’s incorporation or organization, as applicable, and certificates of good standing (or equivalent) of each Acquired Company issued by the Secretary of State (or other appropriate office) of those other jurisdictions set forth on Schedule 3.1; x. all books and records pertaining to the business of the Acquired Companies, including all corporate and other records, books of account, contracts, agreements and such other documents or certificates as the Buyer may reasonably request including minute books and stockholder records (if any); l. resignations of the directors and officers (or equivalent) of each Acquired Company (except to the extent otherwise identified in writing by the Buyer prior to the Closing Date; (b) A Certificate of Good Standing for the Companies issued by the appropriate Governmental Agency in the State of New Jersey and in each jurisdiction in which the Companies are qualified to conduct business as a foreign corporation), and dated not more than thirty (30) calendar days effective at or prior to the Closing DateClosing, including waivers by such directors and officers of the Acquired Companies of any claims against any Acquired Company and any salaries, pensions, bonuses, exit payments or similar contractual obligations of any Acquired Company; (c) Certificates m. a counterpart of the Secretary each Other Agreement to which a Seller or an Assistant Secretary from each of the CompaniesAcquired Company is a party, dated the Closing Dateduly executed by such Seller and such Acquired Company, as applicable; n. evidence, in form and substance reasonably satisfactory to the CompaniesBuyer, certifying: (i) the by-laws and Articles of Incorporation of the Companies; (ii) the resolutions termination of the board of directors contracts, agreements, and arrangements pursuant to Section 8.4; o. the real property deliveries set forth on Schedule 9.3(o), in form and substance reasonably acceptable to the Buyer; p. executed payoff letters for the Indebtedness of the CompaniesAcquired Companies in form and substance reasonably acceptable to the Buyer, authorizing which include a per diem interest amount and approving an authorization to file all UCC termination statements and releases necessary to evidence satisfaction and termination of such Indebtedness and to enable the executionrelease of any Liens relating thereto upon payment of such Indebtedness, deliveryalong with recordable instruments sufficient to release all such Liens of record against any Owned Real Property or any fixtures thereupon, wire transfer instructions and performance a duly executed IRS Form W-9 or W-8BEN, as applicable, for each holder of this Agreementsuch Indebtedness (collectively, and the “Payoff Letters”); q. a duly executed IRS Form W-9 of each Seller; and r. such other documents, instruments or certifications as the Buyer may reasonably request to effect the transactions contemplated hereby; . All documents and (iii) incumbency and signatures of the officers of executing this Agreement; (d) A certificate, dated the Closing Date, of an executive officer of the Companies certifying the compliance by the Companies with Sections 9.1 and 9.2; (e) The resignations of the officers and directors of the Companies as set forth in Section 6.5; (f) The Employment Agreement between MTLM and Josexx Xxxxxxxx, duly executed by Josexx Xxxxxxxx; (g) The Employment Agreement between MTLM and Andrxx Xxxxxxxx, Xx., xxly executed by Andrxx Xxxxxxxx, Xx.; (h) The Employment Agreement between MTLM and John Xxxxxxxx, duly executed by John Xxxxxxxx; (i) The Non-competition Agreement between MTLM and Josexx Xxxxxxxx; (j) The Non-competition Agreement between MTLM and Andrxx Xxxxxxxx, Xx. xxxy executed by Andrxx Xxxxxxxx, Xx.; (k) The Escrow Agreement, duly executed by the Sellers, and the Escrow Agent; (l) A duly executed Opinion of Seller's Counsel; (m) The Registration Rights Agreement, duly executed by the Sellers and MTLM; (n) Evidence of all consents, waivers or approvals required in this Agreement to be obtained by the Sellers or the Companies pursuant to Section 8.4 with respect instruments delivered to the consummation of the transactions contemplated by this Agreement have been obtained; (o) Stock certificates evidencing all of the Shares held by the Sellers immediately prior to Closing, and such certificates Buyer shall be either duly endorsed in blank or accompanied by duly executed stock powers endorsed in blank and duly executed W-9 forms; (p) Each Seller shall have delivered an affidavit stating, under penalties of perjury, such Seller's U.S. taxpayer identification number and that such Seller is not a "foreign person" as defined in Section 1445 of the Code; (q) A Certificate from McDonald in form and substance reasonably satisfactory to MTLM acknowledging receipt of the consideration payable to McDonald pursuant to Section 2.2 and fully releasing and discharging the Companies from any and all liabilities, obligations and other Losses relating to McDonald as a result of the transactions contemplated herebyBuyer. (r) The Option to Lease duly executed by the parties thereto; (s) Executed certificates from the employees of the Companies being issued shares of MTLM Common Stock pursuant to Section

Closing Deliveries of the Sellers. At the Closing, the Sellers shall assign and transfer to the Purchaser all of the Sellers’ right, title and interest in addition and to the Membership Interests, free and clear of any other documents or agreements required under this AgreementLiens of any nature whatsoever. At the Closing, the Sellers shall deliver to MTLM each of the followingPurchaser: (ai) The long-form articles of incorporation for each Transfers and Assignments of the CompaniesMembership Interests, certified by the Secretary of State of New Jersey, and dated no more than thirty (30) calendar days prior to the Closing Date; (b) A Certificate of Good Standing for the Companies issued by the appropriate Governmental Agency in the State of New Jersey and in each jurisdiction in which the Companies are qualified to conduct business form attached as a foreign corporation, and dated not more than thirty (30) calendar days prior to the Closing Date; (c) Certificates of the Secretary or an Assistant Secretary from each of the Companies, dated the Closing Date, in form and substance reasonably satisfactory to the Companies, certifying: (i) the by-laws and Articles of Incorporation of the Companies; (ii) the resolutions of the board of directors of the Companies, authorizing and approving the execution, delivery, and performance of this Agreement, and the transactions contemplated hereby; and (iii) incumbency and signatures of the officers of executing this Agreement; (d) A certificate, dated the Closing Date, of an executive officer of the Companies certifying the compliance by the Companies with Sections 9.1 and 9.2; (e) The resignations of the officers and directors of the Companies as set forth in Section 6.5; (f) The Employment Agreement between MTLM and Josexx XxxxxxxxExhibit B hereto, duly executed by Josexx Xxxxxxxxeach of the Sellers; (gii) The Employment Agreement between MTLM all minute books, written consents, records, ledgers and Andrxx Xxxxxxxxregisters, Xx., xxly executed by Andrxx Xxxxxxxx, Xx.and other similar organizational records of the Company to the extent they exist; (hiii) The Employment Agreement between MTLM and John Xxxxxxxxthe Third-Party Consent with Third Avenue Tower Owner, duly executed by John XxxxxxxxLLC, regarding the Company’s lease at 600 Xxxxx Xxxxxx xx Xxx Xxxx; (iiv) The Nonthe Third-competition Agreement between MTLM and Josexx XxxxxxxxParty Consent with City National Bank, confirming City National Bank’s agreement to extend the Company’s credit line for 30 days post-Closing; (jv) The Non-competition Agreement between MTLM and Andrxx Xxxxxxxx, Xx. xxxy executed by Andrxx Xxxxxxxx, Xx.; (k) The Escrow each Employment Agreement, duly executed by the Sellers, and the Escrow Agenteach Principal Seller party thereto; (lvi) A duly executed Opinion of Seller's Counsel; (m) The the Registration Rights Agreement, duly executed by the Sellers and MTLMeach Seller; (nvii) Evidence of all consentsthe Seller Put Agreements, waivers or approvals required in this Agreement to be obtained duly executed by the Sellers or the Companies pursuant to Section 8.4 with respect to the consummation of the transactions contemplated by this Agreement have been obtainedeach Seller; (oviii) Stock certificates evidencing all of the Shares held by the Sellers immediately prior to ClosingSeller Releases, and such certificates shall be either duly endorsed in blank or accompanied by duly executed stock powers endorsed in blank and duly executed W-9 formsby each Seller; (pix) Each a dated, completed and signed Accredited Investor Questionnaire in the form attached as Exhibit C hereto from each Seller, with all blanks required to be completed by such Seller shall have delivered an affidavit statingproperly completed; (x) a certificate, under penalties of perjuryin such form as is reasonably satisfactory to the Purchaser, such Seller's U.S. taxpayer identification number and certifying that such each Seller is not a "foreign person" as defined in person for purposes of Code Section 1445 of or that the Codepurchase is otherwise exempt from withholding under Code Section 1445; (qxi) A Certificate from McDonald in form and substance reasonably satisfactory to MTLM acknowledging receipt the letter, dated as of the consideration payable Closing Date, between the Sellers and Wxxxxxx X’Xxxx, regarding his agreement to McDonald pursuant to Section 2.2 and fully releasing and discharging vote for the Companies from any and all liabilities, obligations and other Losses relating to McDonald as a result director selected by the Sellers for the Board of the transactions contemplated hereby. Purchaser (r) The Option to Lease the “Side Letter”), duly executed by the parties thereto;Sellers; and (sxii) Executed certificates from such other documents, certificates, instruments or writings reasonably requested by the employees of Purchaser or its counsel in order to effectuate the Companies being issued shares of MTLM Common Stock pursuant to Sectiontransactions contemplated hereby including the Transaction Documents.

Closing Deliveries of the Sellers. At In connection with the Initial Closing, in addition to any other documents or agreements required under this Agreement, the Sellers shall deliver to MTLM each of the followingBuyer: (a) The long-form articles Xxxx of incorporation for Sale and Assignment Agreement executed by each of Seller, conveying the Companies, certified by the Secretary of State of New Jersey, and dated no more than thirty (30) calendar days prior applicable Purchased Assets to the Closing DateBuyer; (b) A Certificate certificate from the Secretary or Manager of Good Standing for each Seller, as applicable, certifying (i) that attached thereto is a true and complete copy of such Seller’s organizational documents, (ii) that attached thereto is a true and complete copy of the Companies issued resolutions adopted by such Seller authorizing the appropriate Governmental Agency in execution, delivery and performance of this Agreement and the State of New Jersey and in each jurisdiction in which the Companies are qualified to conduct business as a foreign corporationTransactions, and dated not more than thirty (30iii) calendar days prior as to the Closing Dateincumbency and signatures of those persons who have executed documents in connection with the Transactions; (c) Certificates An Equipment Lease Agreement between the Buyer and Xxxxxxx Plastics, dated as of the Secretary or an Assistant Secretary from each of date hereof (the Companies, dated the Closing Date, in form and substance reasonably satisfactory to the Companies, certifying: (i) the by-laws and Articles of Incorporation of the Companies; (ii) the resolutions of the board of directors of the Companies, authorizing and approving the execution, delivery, and performance of this “Equipment Lease Agreement, and the transactions contemplated hereby; and (iii) incumbency and signatures of the officers of executing this Agreement”); (d) A certificateManufacturing Supply Agreement between the Buyer or an affiliate of the Buyer and Xxxxxxx Streamline, Co., dated the Closing Date, of an executive officer as of the Companies certifying date hereof (the compliance by the Companies with Sections 9.1 and 9.2“Supply Agreement”); (e) The resignations A Schedule II Business Agreement between Xxxxxxx Industries and the Buyer or an affiliate of the officers and directors Buyer, dated as of the Companies as set forth in Section 6.5date hereof (the “Schedule II Business Agreement”); (f) The Employment Agreement between MTLM and Josexx XxxxxxxxA certificate of good standing of each Seller, duly executed by Josexx Xxxxxxxx;dated as of a date not more than 10 Business Days prior to the date hereof, from its state of organization; and (g) The Employment Agreement between MTLM Such other documents and Andrxx Xxxxxxxxcertificates that the Buyer may reasonably request, Xx.to effect the proper and effective conveyance of the applicable Purchased Assets to the Buyer, xxly executed by Andrxx Xxxxxxxx, Xx.; free and clear of all Liens whatsoever (h) The Employment Agreement between MTLM and John Xxxxxxxx, duly executed by John Xxxxxxxx; (i) The Non-competition Agreement between MTLM and Josexx Xxxxxxxx; (j) The Non-competition Agreement between MTLM and Andrxx Xxxxxxxx, Xx. xxxy executed by Andrxx Xxxxxxxx, Xx.; (k) The Escrow Agreement, duly executed by the Sellersother than Permitted Liens), and the Escrow Agent; (l) A duly executed Opinion of Seller's Counsel; (m) The Registration Rights Agreement, duly executed by the Sellers and MTLM; (n) Evidence of all consents, waivers or approvals required in this Agreement to be obtained by the Sellers or the Companies pursuant to Section 8.4 with respect to the consummation of the transactions contemplated by this Agreement have been obtained; (o) Stock certificates evidencing all of other Transactions to take place in connection with the Shares held by the Sellers immediately prior to Initial Closing, and such certificates shall be either duly endorsed in blank or accompanied by duly executed stock powers endorsed in blank and duly executed W-9 forms; (p) Each Seller shall have delivered an affidavit stating, under penalties of perjury, such Seller's U.S. taxpayer identification number and that such Seller is not a "foreign person" as defined in Section 1445 of the Code; (q) A Certificate from McDonald in form and substance reasonably satisfactory to MTLM acknowledging receipt of the consideration payable to McDonald pursuant to Section 2.2 and fully releasing and discharging the Companies from any and all liabilities, obligations and other Losses relating to McDonald as a result of the transactions contemplated hereby. (r) The Option to Lease duly executed by the parties thereto; (s) Executed certificates from the employees of the Companies being issued shares of MTLM Common Stock pursuant to Section

Closing Deliveries of the Sellers. At Closing, the Company Sellers and the Shareholders, as applicable, shall deliver to the Buyer, in addition to any other documents or agreements required to be delivered under the provisions of this Agreement, the Sellers shall deliver to MTLM each all of the followingfollowing documents: (ai) The longthe Closing Statement, duly executed by the Sellers (the “Closing Statement”); (ii) a bxxx of sale and assignment and assumption agreement with respect to the Acquired Assets and Assumed Liabilities, in the form attached hereto as Exhibit D (the “Bxxx of Sale and Assignment and Assumption Agreement”), duly executed by each Company Seller; (iii) offer letters, in one of the applicable forms attached hereto as Exhibit E (each an “Offer Letter” and collectively, the “Offer Letters”) which shall include non-competition and non-solicitation provisions acceptable to Buyer and Sellers, duly executed by those Persons identified on Schedule 1.7(b)(iii); (iv) the Primary Earn-Out Agreement, duly executed by the Company Sellers and the Sellers’ Representative; (v) evidence of full and complete payment of all Indebtedness (including payoff letters with respect thereto) and releases of all Liens (other than Permitted Liens with respect to the Acquired Assets) on the Acquired Assets, including the termination of all security interests with respect to the Acquired Assets, in each case in a form reasonably acceptable to Buyer and Sellers; (vi) a certificate of the Secretary of each Company Seller (A) certifying that attached thereto are true and complete copies of all resolutions adopted by such entity’s board of directors, shareholders, members or managers (or similar governing body), as applicable, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (B) certifying that attached thereto are true and complete copies of such entity’s articles of incorporation for each or articles or certificate of formation (or similar document), as amended through and in effect on the Closing Date; (C) certifying that attached thereto are true and complete copies of such entity’s bylaws or operating agreement, as applicable, as amended through and in effect on the Closing Date; and (D) certifying as to the incumbency of the Companiesofficer(s) of such entity executing this Agreement and the Transaction Documents on behalf of such entity; (vii) certificates, certified by dated not earlier than the tenth (10th) Business Day prior to the Closing Date, of the Secretary of State of New Jerseythe state of incorporation or formation, as applicable, of each Company Seller and dated no more than thirty (30) calendar days prior in each state in which any Company Seller, as applicable, is qualified to the Closing Dateconduct business, stating that such Company Seller, as applicable, is in good standing or has comparable active status in such state; (b) A Certificate of Good Standing for the Companies issued by the appropriate Governmental Agency in the State of New Jersey and in each jurisdiction in which the Companies are qualified to conduct business as a foreign corporation, and dated not more than thirty (30) calendar days prior to the Closing Date; (c) Certificates of the Secretary or an Assistant Secretary from each of the Companies, dated the Closing Date, in form and substance reasonably satisfactory to the Companies, certifying: (iviii) the by-laws and Articles of Incorporation of the Companies; (ii) the resolutions of the board of directors of the Companies, authorizing and approving the execution, delivery, and performance of this Escrow Agreement, and the transactions contemplated hereby; and (iii) incumbency and signatures of the officers of executing this Agreement; (d) A certificate, dated the Closing Date, of an executive officer of the Companies certifying the compliance by the Companies with Sections 9.1 and 9.2; (e) The resignations of the officers and directors of the Companies as set forth in Section 6.5; (f) The Employment Agreement between MTLM and Josexx Xxxxxxxx, duly executed by Josexx Xxxxxxxxthe Company Sellers and the Sellers’ Representative; (gix) The Employment Agreement between MTLM and Andrxx Xxxxxxxx, Xx., xxly executed by Andrxx Xxxxxxxx, Xx.; (h) The Employment Agreement between MTLM and John Xxxxxxxx, duly executed by John Xxxxxxxx; (i) The Non-competition Agreement between MTLM and Josexx Xxxxxxxx; (j) The Non-competition Agreement between MTLM and Andrxx Xxxxxxxx, Xx. xxxy executed by Andrxx Xxxxxxxx, Xx.; (k) The Escrow the Subordination Agreement, duly executed by the Sellers, and in the Escrow Agentform attached hereto as Exhibit F; (lx) A duly executed Opinion of Seller's Counsel; (m) The Registration Rights the Indemnification Agreement, duly executed by the Sellers Company Sellers, the Shareholders and MTLMthe Sellers’ Representative, in the form attached hereto as Exhibit G (the “Indemnification Agreement”); (nxi) Evidence each of all consentsthe consents set forth on Schedule 1.7(b)(xi); (xii) combined financial statements, waivers or approvals required including balance sheets, combined statements of income, combined statements of shareholders’ and members’ equity and combined statements of cash flows, for each of the Company Sellers and Del Monte as of and for the twelve fiscal monthly periods ended as of the 2014 Fiscal Year End, audited by BDO USA, LLP (the “2014 Audited Financial Statements”), together with the unaudited interim fiscal monthly financial statements for each of the Company Sellers for the fiscal year in this Agreement which the Closing occurs up to be obtained and including the last fiscal month prior to the fiscal month in which the Closing occurs; (xiii) [reserved] (xiv) instruments evidencing the termination of agreements and incentive plans identified on Schedule 1.7(b)(xiv), in a form reasonably acceptable to the Buyer and Sellers; (xv) an executed certificate from each Company Seller, in form and substance satisfactory to the Buyer and Sellers, that satisfies the requirements of Treasury Regulation Section 1.1445-2(b)(2); (xvi) a certificate executed by the Sellers or Shareholders and a duly authorized officer of each of the Companies pursuant Company Sellers, certifying as to the accuracy of the conditions set forth in Section 8.4 5.1(a) and Section 5.1(b); (xvii) an executed release from each Company Seller and Shareholder, in the form attached hereto as Exhibit H; (xviii) an assignment and assumption of lease, in substantially the form attached hereto as Exhibit I (“Assignment and Assumption of Lease”), duly executed by the landlord of the Assumed Lease and the applicable Company Seller with respect to such Assumed Lease; (xix) The lease agreements in the consummation form attached hereto as Exhibit M (the “Lease Agreements”) duly executed by the landlords of the properties located at 100 Xxxxxxx Xxxxx, American Canyon, CA and 4000 Xxxxxxx Xxxxxxxxx, Xxxx Xxxxxxxxxx, XX (the “Family-Owned Facilities”); (xx) an estoppel letter, in substantially the form attached hereto as Exhibit J (the “Estoppel Letter”), executed by the landlord or lessor under any Assumed Lease; (xxi) an employment agreement, in the form attached hereto as Exhibit N (the “Employment Agreement”), executed by J. XxXxxxxxxxx; (xxii) if the Estimated 2014 Adjusted EBITDA Amount exceeds the Targeted Adjusted EBITDA Amount, the Additional Earn-Out Agreement, duly executed by the Company Sellers and the Sellers’ Representative; and (xxiii) such other documents relating to the transactions contemplated by this Agreement have been obtained; (o) Stock certificates evidencing all of as either the Shares held by the Sellers immediately prior to Closing, and such certificates shall be either duly endorsed in blank Buyer or accompanied by duly executed stock powers endorsed in blank and duly executed W-9 forms; (p) Each Seller shall have delivered an affidavit stating, under penalties of perjury, such Seller's U.S. taxpayer identification number and that such Seller is not a "foreign person" as defined in Section 1445 of the Code; (q) A Certificate from McDonald in form and substance Parent may reasonably satisfactory to MTLM acknowledging receipt of the consideration payable to McDonald pursuant to Section 2.2 and fully releasing and discharging the Companies from any and all liabilities, obligations and other Losses relating to McDonald as a result of the transactions contemplated herebyrequest. (r) The Option to Lease duly executed by the parties thereto; (s) Executed certificates from the employees of the Companies being issued shares of MTLM Common Stock pursuant to Section

Closing Deliveries of the Sellers. At Closing, in addition the Closing and subject to any other documents or agreements required under this Agreementthe terms and conditions contained herein, the Sellers shall deliver or cause to MTLM each of be delivered to the Buyer the following: (a) The long-form articles of incorporation for each of the CompaniesAssignment and Assumption Agreement, certified duly executed by the Secretary of State of New Jersey, and dated no more than thirty (30) calendar days prior to the Closing DateSellers; (b) each of the Escrow A Certificate of Good Standing for Agreement, the Companies issued Escrow B Agreement, the Escrow C Agreement and the Escrow D Agreement, duly executed by the appropriate Governmental Agency in the State of New Jersey and in each jurisdiction in which the Companies are qualified to conduct business as a foreign corporation, and dated not more than thirty (30) calendar days prior to the Closing DateSellers; (c) Certificates of the Secretary or an Assistant Secretary from FIRPTA Certificates, duly executed by each of the CompaniesLivent U.S., dated the Closing DateLivent N.Y. and Livent Chicago; (d) duly executed xxxx of sales, in form and substance reasonably satisfactory to the Companies, certifying: (i) the by-laws and Articles of Incorporation of the Companies; (ii) the resolutions of the board of directors of the Companies, authorizing and approving the execution, delivery, and performance of this Agreement, Sellers and the transactions contemplated hereby; and (iii) incumbency and signatures of the officers of executing this Agreement; (d) A certificate, dated the Closing Date, of an executive officer of the Companies certifying the compliance by the Companies with Sections 9.1 and 9.2Buyer; (e) The resignations of with respect to the officers and directors of Chicago Theater, a warranty deed without covenant in recordable form, substantially the Companies form attached hereto as set forth in Section 6.5Exhibit F (the "Chicago Theater Deed"), duly executed by Livent Chicago; (f) The Employment Agreement between MTLM and Josexx Xxxxxxxx, duly executed by Josexx Xxxxxxxx; (g) The Employment Agreement between MTLM and Andrxx Xxxxxxxx, Xx., xxly executed by Andrxx Xxxxxxxx, Xx.; (h) The Employment Agreement between MTLM and John Xxxxxxxx, duly executed by John Xxxxxxxx; (i) The Non-competition Agreement between MTLM and Josexx Xxxxxxxx; (j) The Non-competition Agreement between MTLM and Andrxx Xxxxxxxx, Xx. xxxy executed by Andrxx Xxxxxxxx, Xx.; (k) The Escrow Agreement, duly executed by the Sellers, and the Escrow Agent; (l) A duly executed Opinion of Seller's Counsel; (m) The Registration Rights Agreement, duly executed by the Sellers and MTLM; (n) Evidence of all consents, waivers or approvals required in this Agreement to be obtained by the Sellers or the Companies pursuant to Section 8.4 with respect to the consummation Canadian Leases, an assignment of such leases (the transactions contemplated by this Agreement have been obtained; (o) Stock certificates evidencing all of the Shares held by the Sellers immediately prior to Closing"Canadian Leases Assignment"), and such certificates shall be either duly endorsed in blank or accompanied by duly executed stock powers endorsed in blank and duly executed W-9 forms; (p) Each Seller shall have delivered an affidavit stating, under penalties of perjury, such Seller's U.S. taxpayer identification number and that such Seller is not a "foreign person" as defined in Section 1445 of the Code; (q) A Certificate from McDonald in form and substance reasonably satisfactory to MTLM acknowledging receipt the Sellers and the Buyer, duly executed by Livent; (g) with respect to the New York Sublease and all subordination, nondisturbance and attornment agreements or recognition agreements with respect thereto, an Assignment and Assumption of Leases in recordable form, in form and substance reasonably satisfactory to the Sellers and the Buyer, (the "Assignment of Leases"), duly executed by Livent N.Y.; (h) such Seller closing certificates as required under Article XIII hereof; (i) the Registration Rights Agreement, substantially in the form of Exhibit G attached hereto, duly executed by the Sellers; (j) transfer tax forms which have been duly completed and executed by the Sellers to the extent applicable; (k) Livent N.Y. shall deliver a seller certification substantially in the form of Exhibit X-0, Xxxxxx Xxxxxxx shall deliver a seller certification substantially in the form of Exhibit H-2 and Livent shall deliver a seller certification substantially in the form of Exhibit H-3, in each case, with such changes thereto, if any, as shall be necessary in order for the statements and certifications contained therein to be true and correct as of the consideration payable Closing (without affecting the parties' respective rights and obligations under Section 9.1 hereof); (l) to McDonald pursuant to Section 2.2 the extent in Sellers' possession, plans and fully releasing and discharging the Companies from any and all liabilitiesspecifications, obligations and other Losses if any, relating to McDonald the Material Real Property; (m) keys to the Premises; (n) any further Sellers' deliveries as identified in Section 13.12 hereof; (o) an incumbency certificate for each Seller; (p) a result release and satisfaction of broker's lien substantially in the transactions contemplated hereby.form of Exhibit I hereto, duly executed by XX Xxxxx Securities Corporation; (q) the Dundee Agreement, duly executed by Livent; (r) The Option to Lease a release of the Reciprocal Agreement, in registrable form, duly executed by Livent (the parties thereto;"Release of Reciprocal Agreement"); and (s) Executed certificates from such other deliveries Sellers shall be required to make on the employees of the Companies being issued shares of MTLM Common Stock Closing Date pursuant to Sectionany other provisions of this Agreement.