Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. At the Closing: (a) Seller shall deliver, or cause to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer; (b) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIII.

Closing Deliveries. At Upon the terms and subject to the conditions set forth in this Agreement, the parties agree that at the Closing, among other things: (a) Seller shall deliverdeliver the Equipment and Inventory to Buyer and Seller and Buyer shall execute and deliver a xxxx of sale for the Equipment, or cause to be deliveredInventory, to Purchaser certificates representing and Business Information substantially in the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment ATTACHMENT I (the "Xxxx of Sale"). The Business Information shall be available to Buyer from and transfer;after the Closing Date, but shall be delivered over the period that Seller is providing transition services. (b) Seller shall deliver the Assigned Contracts to Buyer together with any Consents to assignment required in accordance with Section 5.07, and Purchaser Seller and Buyer shall deliver, or cause to be delivered, a Transition Services Agreement execute and deliver an assignment and assumption agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 of ATTACHMENT II (the “Transition Services "Assignment and Assumption Agreement”"), duly executed by such Party;. (c) To effect the transfer in respect of certain Intellectual Property of Seller, Seller and Purchaser Buyer shall deliverexecute and deliver a license and transfer agreement, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A of ATTACHMENT III (the “Indemnity Escrow "License and Transfer Agreement”"), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Buyer shall pay and deliver to Seller, for Seller's account, the appropriate portion of the Initial Purchase Price in accordance with Section 2.02 in immediately available funds by wire transfer to an account designated by Seller (which account shall deliverbe designated by Seller by written notice to Buyer at least two Business Days prior to the Closing Date, or cause such shorter notice as Buyer shall agree to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsaccept); (e) Buyer shall deliver to Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on Subordinated Promissory Note in the Transaction Expenses Statement, certifying that such payment will be principal amount of $466,000.00 in full satisfaction the form of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeATTACHMENT IV; (f) Seller and Buyer shall execute and deliver a certificate the Lease for certain space in the Seller's facility, in substantially the form of good standing, or equivalent certificate, for ATTACHMENT V (the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority"Lease"); (g) To effect the conditional license to use the name "Xxxxxxxx Xxxxx Health Plan" and the related logo, Seller and Buyer shall deliverexecute and deliver a conditional license agreement, or cause to be delivered, substantially in the 280G Consent Documents; andform of ATTACHMENT VI (the "Conditional Xxxxxxxx Xxxxx License Agreement"). (h) The Parties Seller shall make such other deliveries as are required by deliver to Buyer information, agreements, schedules and any necessary assignments pertaining to Seller's Established Provider Network. (i) Seller and Buyer shall execute and deliver the Transition Services Agreement, substantially in accordance with Article the form of ATTACHMENT VII and Article VIII(the "Transition Services Agreement").

Closing Deliveries. 11.1 At the Closingclosing, the Vendor and the Company will execute and deliver or cause to be executed and delivered all documents, instruments, resolutions and share certificates as are necessary to effectively transfer and assign the Shares to the Purchaser, free and clear of all liens, including the following: (a) Seller shall delivera directors resolution and/or shareholders resolution of the Company, or cause to be deliveredas applicable, to Purchaser certificates representing authorizing the transfer of the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transferto the Purchaser; (b) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services executed copies of this Agreement”), duly executed by such Party; (c) Seller and Purchaser shall delivershare certificates representing the Shares, or cause duly endorsed by the Vendor for transfer to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow AgreementPurchaser; (d) Seller shall deliverrelease, in form and substance satisfactory to the Purchaser, acting reasonably, executed by the Vendor in favor of the Company releasing the Company from any and all manner of actions, causes of actions, suits, proceedings, debts, dues, profits, expenses, contracts, damages, claims, demands, and liabilities whatsoever, in law or in equity, which the Vendor ever had, now has, or may have against the Company for or by reason of any matter, cause or thing whatsoever done or omitted to be delivered, done by the Vendor up to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsClosing Date; (e) Seller shall deliver, or cause a closing warranty and certificate from the Vendor and the Company confirming that the conditions to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it satisfied by the Company or a Company SubsidiaryVendor and the Company, unless waived, set out in connection with Section 10.1 have been satisfied at the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser Closing Date and that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or representations and warranties of the Vendor and the Company after such payment is madecontained in this Agreement are true at and as of the Closing Date; (f) Seller shall deliver a certificate copy of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days 's share register evidencing registration in the Company's share register of the Closing Date, issued by Purchaser as the appropriate Governmental Authorityowner of the Shares; (g) Seller shall delivera legal opinion from counsel for the Company and/or the Vendor addressed to the Purchaser and its solicitors in a form reasonably satisfactory to such solicitors to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; (ii) the authorized and issued share capital of the Company is as represented and warranted in this Agreement; (iii) such counsel is not aware of any litigation, proceedings or cause investigations pending or threatened against the Company not disclosed in this Agreement; and (iv) all necessary approvals from the Company have been obtained and are in full force and effect with respect to be delivered, the 280G Consent Documentstransfer of the Shares to the Purchaser as contemplated by herein; and (h) all other documents and instruments as the Purchaser’s solicitors may reasonably require. 11.2 The Parties shall make Purchaser will deliver the following on or before the Closing Date: (a) executed copies of this Agreement; (b) a closing warranty and certificate from the Purchaser confirming that the conditions to be satisfied by the Purchaser, unless waived, set out in Section 10.3 have been satisfied at the Closing Date and that all representations and warranties of the Purchaser contained in this Agreement are true at and as of the Closing Date; (c) a legal opinion from counsel for the Purchaser addressed to the Company and its solicitors in a form reasonably satisfactory to such solicitors to the effect that: (i) the Purchaser has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; (ii) all necessary approvals from the Purchaser have been obtained and are in full force and effect with respect to the issuance of the Purchase Price Shares to the Vendor as contemplated by herein; and (d) all other deliveries documents and instruments as are required by the Vendor and in accordance with Article VII and Article VIIIthe Company’s solicitors may reasonably require.

Closing Deliveries. At the Closing: (a) Seller , the parties shall execute and deliver, or cause to be executed and delivered, the following documents and take, or cause to Purchaser certificates representing be taken, the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other following actions: (a) the Sellers and the Buyer Parties shall execute and deliver to one another a xxxx of sale, assignment and assumption agreement in the form of assignment Exhibit B attached hereto (the “Xxxx of Sale”) pursuant to which the Sellers will transfer and transferassign to the Buyer the Acquired Assets and the Buyer Parties will assume from the Sellers the Assumed Liabilities; (b) Seller the Sellers shall execute and Purchaser deliver to the Buyer one or more trademark and domain name assignments in substantially the form of Exhibit C attached hereto (the “Trademark Assignments”) pursuant to which the Sellers will transfer and assign to the Buyer the trademarks and domain names being acquired by the Buyer pursuant to this Agreement; (c) the Sellers shall deliverexecute and deliver to the Buyer a non-competition, or cause to be delivered, a Transition Services Agreement substantially non-solicitation and confidentiality agreement in the form agreed of Exhibit D attached hereto (the “Sellers Non-Competition Agreement”); (d) the Sellers and the Buyer Parties shall execute and deliver to by Purchaser and Seller pursuant to Section 6.20 one another a transition services agreement in the form of Exhibit E attached hereto (the “Transition Services Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) each Transferred Employee shall execute and deliver to the Buyer a non-competition, non-solicitation and confidentiality agreement in substantially the form of Exhibit F attached hereto (each, an “Employee Non-Competition Agreement”); (f) each Transferred Employee shall execute and deliver to the Buyer an employment offer letter in a form acceptable to the Buyer and such Transferred Employee; (g) each Seller will deliver to the Buyer a certificate of an officer of such Seller, dated as of the Closing Date, certifying as to and attaching (if applicable): (i) true and correct copies of the corporate charter of such Seller as in effect on the Closing Date; (ii) the incumbency of the officers executing this Agreement and the Transaction Documents to which such Seller is a party on behalf of such Seller; (iii) and true and correct copies of resolutions of the Board of Directors of such Seller authorizing and approving the execution, delivery and performance of this Agreement and the Transactions Documents to which such Seller is a party, as applicable, and the transactions contemplated hereby and thereby, and the acts of the officers of such Seller in carrying out the terms and provisions hereof; and each Seller shall deliver, deliver to the Buyer certificates of corporate good standing with respect to such Seller from the Secretary of the State of the state of incorporation or cause organization of such Seller and any jurisdiction where such Seller is qualified to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, do business in connection with the operation of the Business, and each Seller shall deliver to the Buyer which certificates shall be dated within a reasonable period prior to the Closing Date as determined by the Buyer; (h) each Buyer Party will deliver to the Seller a certificate of an officer of such Buyer Party, dated as of the Closing Date, certifying as to and attaching (if applicable): (i) true and correct copies of the corporate charter of such Buyer Party as in effect on the Closing Date; (ii) the incumbency of the officers executing this Agreement and the Transaction Documents to which such Buyer Party is a party on behalf of such Buyer Party; (iii) and true and correct copies of resolutions of the Board of Directors of such Buyer Party authorizing and approving the execution, delivery and performance of this Agreement and the Transactions Documents to which such Buyer Party is a party, as applicable, and the transactions contemplated hereby and thereby, and the acts of the officers of such Buyer Party in carrying out the terms and provisions hereof; and each Buyer Party shall deliver to the Sellers certificates of corporate good standing with respect to such Buyer Party from the Secretary of the State of the state of incorporation or organization of such Buyer Party and any jurisdiction where such Buyer Party is qualified to do business, and each Buyer Party shall deliver to the Seller, which certificates shall be dated within a reasonable period prior to the Closing Date as determined by the Seller; (i) each party will deliver other consents and approvals contemplated by this Agreement, andor that, as applicablein the reasonable discretion of such party, attaching evidence are reasonably necessary for the consummation of the transactions contemplated hereby, in form and substance satisfactory to the parties; (j) all Liens on any of the Acquired Assets shall have been fully released and discharged pursuant to such documents in form and substance reasonably satisfactory to Purchaser that the Buyer, and the Sellers shall have made all agreements with necessary filings and taken all other action necessary to effect such party releases and discharges including, without limitation, filing all necessary UCC termination statements in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeall applicable jurisdictions; (fk) Seller shall each party will execute and deliver all such other bills of sale, assignments, endorsements, intellectual property right assignments, trade name assignments, domain name assignments, certificates of title, consents and other necessary instruments and documents of conveyance and transfer in a certificate of good standing, or equivalent certificate, for form reasonably satisfactory to the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority;parties; and (gl) Seller the Buyer shall deliver, make or cause to be delivered, made the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are payment required by Section 2.1 and ADI shall deliver the Note (as defined in accordance with Article VII and Article VIIIsuch Section).

Closing Deliveries. Section 7.1 Deliveries by Seller at Closing. At the Closing, Seller shall deliver to Buyer: (a) Seller shall deliverAn Employment Agreement with Buyer, or cause to be delivereddated as of the Closing Date, to Purchaser certificates representing in the Shares duly endorsed for transfer or accompanied form attached hereto as Exhibit A, executed by duly executed stock powers or other form of assignment and transferXxxxx Xxxxxxx (the “Employment Agreement”); (b) Seller and Purchaser shall delivera general xxxx of sale, or cause to be delivered, a Transition Services Agreement substantially in the form agreed attached hereto as Exhibit B, with respect to the Transferred Assets to be conveyed by Purchaser Seller at the Closing, and Seller pursuant any other documents requested by Buyer so as to Section 6.20 (convey to Buyer good title, free and clear of all Liens, to all of Seller’s right, title and interest in and to the “Transition Services Agreement”), duly executed by such PartyTransferred Assets to be conveyed at Closing; (c) Seller an assignment and Purchaser shall deliverassumption agreement, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit A C (the “Indemnity Escrow Assignment and Assumption Agreement”), pursuant to which Seller assigns to Buyer all of its right, title and shall cooperate to cause interest in and to, and Buyer assumes all of Seller’s obligations under or for the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow AgreementAssumed Contracts; (d) those certain confirmatory assignment agreements executed by certain employees of Seller shall deliver(the “Confirmatory Assignment Agreements”), or cause pursuant to be deliveredwhich such employees acknowledge that all rights, to Purchaser title and interest in any of their work product remains the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordssole right of Seller; (e) Seller shall deliver, or cause any and all consents necessary to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on transfer and assign the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeTransferred Assets; (f) Seller shall deliver a certificate Certificate of good standing, or equivalent certificate, for the CompanySecretary of Seller, dated within five (5) Business Days as of the Closing Date, issued by certifying that attached thereto are true and complete copies of (i) the appropriate Governmental Authorityresolutions of the directors of Seller and resolution of the directors of shareholder of Seller which authorize the execution, delivery and performance of this Agreement, the Transaction Documents, and the Transaction, and certifying that such resolutions have not been amended or rescinded and are in full force and effect; and (ii) the Organizational Documents of Seller as in effect as of the Closing Date, and certifying the identity and incumbency of the directors and officers authorized to execute and deliver this Agreement and the Transaction Agreements on behalf of Seller; (g) Certificate executed by the Chief Executive Officer of Seller, dated as of the Closing Date, certifying that the representations and warranties of Seller shall deliver, or cause to be deliveredcontained in this Agreement, the 280G Consent Documentsother Transaction Documents and any certificate delivered in connection with any of the foregoing are true and correct in all respects on and as of the date hereof; (h) a good standing certificate for Seller, dated no earlier than ten days before the Closing Date, from its jurisdiction of formation and from each other jurisdiction in which Seller is qualified or registered to do business as a foreign company; (i) a Form 8594 executed by Seller; and (hj) The Parties shall make such all other deliveries as are required documents, certificates, instruments or writings reasonably requested by and Buyer in accordance with Article VII and Article VIIIconnection herewith.

Closing Deliveries. (a) At the Closing: (a) Seller , Purchasers shall deliver, or cause to be delivered, to Sellers: (i) the Preliminary Purchase Price by wire transfer of immediately available funds to accounts of the Sellers as designated in writing by Sellers to Purchasers no later than two (2) Business Days prior to the Closing Date; provided that if the Closing occurs on a day that is not a Business Day in Canada, the Canadian Purchaser certificates representing shall make the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form payment with respect to the Canadian Purchase Price set forth on Section 2.03(a) of assignment and transfer;the Disclosure Letter, plus interest on such amount accruing at an annualized rate of 1% (b) Seller and Purchaser shall deliverAt the Closing, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller Sellers shall deliver, or cause to be delivered, to Purchaser Purchasers: (i) such documentation as may be reasonably requested by Purchasers to evidence the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; transfer of the Equity Interests to Purchasers; (eii) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Reciprocal Transition Services Agreement, and, as applicable, attaching evidence reasonably satisfactory duly executed by Sellers; (iii) the First Amendment to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the CompanyDST Application Services Agreement, dated within five (5) Business Days as of the Closing Date, issued in the form attached hereto at Exhibit C; (iv) the First Amendment to the Output Application Services and Source Code License Agreement, in the form attached hereto as Exhibit D; (v) the Second Amendment to the Master Services Agreement, in the form attached hereto as Exhibit E; (vi) resignation letters from each of the directors, executive officers and/or managers of the Target Companies; (vii) the officer's certificate required pursuant to Section 6.02(e); (viii) following receipt of the Preliminary Purchase Price, a receipt for the same, duly executed by Sellers; (ix) a statement, meeting the appropriate Governmental Authority; requirements of Section 1.1445-2(b)(2) of the Treasury Regulations, to the effect that U.S. Seller is not a "foreign person" within the meaning of Section 1445 of the Code and the Treasury Regulations thereunder; (gx) Seller shall deliver, or cause documentation reasonably satisfactory to be delivered, Purchasers to evidence the 280G Consent Documentsrelease of the U.S. Target and its Subsidiaries from the Receivables Purchase Agreement and obligations thereunder; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIII.

Closing Deliveries. (a) At the Closing, the Company shall: (ai) pay to Seller shall deliverthe Net Payment Amount as set forth in Section 2.02, or cause by wire transfer of immediately available funds to be delivered, an account designated by Seller set forth in Exhibit C; (ii) pay off the Extinguished Debt and pay the Closing Transaction Expenses as set forth in Section 2.02; (iii) deposit with the Escrow Agent the Escrow Amount as set forth in Section 2.02; (iv) deliver to Purchaser certificates representing Seller the Shares duly endorsed for transfer or accompanied by Xxxxxxxxx Road Lease duly executed stock powers or other form of assignment and transferby the Company; (v) deliver a release duly executed by the Company; and (vi) issue to Buyer the Purchased Shares. (b) At the Closing, Buyer shall: (i) pay the Purchased Shares Purchase Price to the Company; (ii) deliver to Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services the Escrow Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Partythe Buyer; and (iii) deliver to Seller a certificate executed by an officer of the Buyer: (i) having attached thereto resolutions of the Buyer’s board of managers authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Buyer is a party and the consummation of the Transactions; and (ii) certifying the incumbency, signature and authority of the officers of the Buyer authorized to execute, deliver and perform this Agreement and each other the Transaction Document to which the Buyer is a party on behalf of the Buyer; (c) At the Closing, Seller shall deliver to Buyer: (i) stock certificate evidencing the Redeemed Shares, free and Purchaser shall deliverclear of all Encumbrances, accompanied by stock powers or cause other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) payoff letters and lien releases with respect to be deliveredthe Extinguished Debt; (iii) a release duly executed by Seller; (iv) a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code and Treasury Regulations Section 1.1445-2(b), executed by Seller, dated as of the Indemnity Closing Date; (v) the Escrow Agreement substantially duly executed by the Seller; (vi) a certificate executed by the secretary of Seller: (i) having attached thereto resolutions of Seller’s board of directors and resolutions of the shareholder of Seller, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which Seller is a party and the consummation of the Transactions; and (ii) having attached thereto the certificate of incorporation and bylaws of Seller as in effect at the time of the Closing with a certification that such documents have not been superseded or amended as of the Closing; (iii) having attached thereto a certificate of good standing for Seller from the Secretary of State of Delaware dated no more than seven (7) days prior to the Closing Date; and (iv) certifying the incumbency, signature and authority of the officers of Seller authorized to execute, deliver and perform this Agreement and each other the Transaction Document to which Seller is a party on behalf of Seller; (vii) evidence of payment in full of any transaction bonuses to any employees of the Company; (viii) resignations of the officers and directors of the Company, except for Xxxxxxxxxxx Xxxxxxxx who is not resigning, effective as of the Closing; (ix) all consents and approvals set forth on Section 3.05(a) of the Disclosure Schedule; and (x) documentation authorizing the Company to draft, after Closing, any amounts in the form attached as deposit and merchant services accounts set forth on Exhibit A C (the “Indemnity Escrow AgreementCompany Accounts”). (xi) a certificate of good standing for the Company from the Secretary of State of Florida and a certificate of existence, and shall cooperate certificate of good standing or similar certificate from the applicable Government Authority in each jurisdiction in which the Company is qualified to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement;do business. (d) Seller shall deliverAt the Closing, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for to the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority;: (gi) Seller shall delivera stock certificate evidencing the Purchased Shares, free and clear of all Encumbrances, accompanied by stock powers or cause to be deliveredother instruments of transfer duly executed in blank, the 280G Consent Documentswith all required stock transfer tax stamps affixed thereto; and (hii) The Parties shall make such other deliveries as are required the Xxxxxxxxx Road Lease, duly executed by and in accordance with Article VII and Article VIIISeller.

Closing Deliveries. At the Closing: (a) Seller Vendor shall deliver, or cause to be delivered, deliver to Purchaser certificates representing and CPEC the Shares duly endorsed for transfer or accompanied Vendor’s Closing Certificate and other documents required by duly executed stock powers or other form of assignment and transferSection 10.2; (b) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant CPEC shall deliver to Vendor the Purchaser’s Closing Certificate and CPEC’s Closing Certificate and other documents required by Section 6.20 (the “Transition Services Agreement”), duly executed by such Party10.1; (c) Seller and Purchaser shall delivercause its counsel to deliver to Vendor, or cause to be deliveredan opinion, dated as of the Indemnity Escrow Agreement Closing Date, in substantially in the form attached as Exhibit A (of the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow AgreementOpinion of Purchaser’s Counsel; (d) Seller CPEC shall deliver, or cause deliver to be delivered, to Purchaser Vendor the Company's letter of the TSX evidencing TSX Approval and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsdocumentation of the NYSE evidencing the NYSE Approval; (e) Seller Vendor and Purchaser shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on execute and deliver the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeGeneral Conveyance; (f) Seller the Parties shall execute and deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authoritythose Specific Conveyances available at Closing; (g) Seller Vendor and Purchaser shall deliverexecute and deliver the Non-Transferrable Asset Trust and Indemnity Agreement in the form set forth in Schedule “L”; (h) Vendor and CPEC shall execute and deliver the Registration Rights Agreement on terms materially similar to those set forth in Schedule “S”; (i) Vendor shall deliver to Purchaser (i) the partnership registers for Vendor and each Vendor Affiliate referred to in Section 2.1(b) that is a partnership, including Shell Trading Canada; and (ii) evidence, in the form of proof of incorporation, of the status of each partner of Vendor and Vendor Affiliate referred to in Section 2.1(b), as not being a non-resident of Canada for the purposes of the Income Tax Act (Canada); (j) Purchaser shall pay the Cash Consideration to Vendor; (k) CPEC shall deliver to Vendor evidence satisfactory to Vendor of a book-based entry in the electronic deposit system of CDS representing the Consideration Shares, issued to Vendor or cause its nominee in accordance with Section 2.7(d); (l) upon obtaining Competition Act Approval, Purchaser and CPEC shall deliver to be delivered, Vendor reasonable evidence of receipt of the 280G Consent DocumentsCompetition Act Approval; (m) Vendor shall deliver to Purchaser a receipt for the Cash Consideration and the Consideration Shares; and (hn) The each Party shall execute and deliver such additional documents as may be required hereunder or as the other Parties shall make such other deliveries as are required by and may reasonably request it to provide in accordance with Article VII and Article VIIIorder to implement or document the Closing.

Closing Deliveries. At A. On the Closing Date, Seller shall deliver the following in escrow to the title company conducting the Closing: (a) Seller shall deliver, or cause to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment i. Executed and transfer; (b) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially acknowledged Deed in the form attached as Exhibit A (H. ii. Executed Bill of Sale conveying all personal property purchased hereunder in the “Indemnity Escrow Agreement”)form attached hereto as Exhibit I. iii. Executed and acknowledged Assignment and Assumption Agreement in the form attached as Exhibit J, and shall cooperate the original executed copy of each Lease and all amendments thereto. iv. An executed Section 1445 Affidavit. Seller hereby agrees to cause indemnify and hold Purchaser harmless from and against all costs, losses, expenses, claims, liability, actions and causes of action arising out of or in any way related to the Indemnity Escrow Agent falsity of the Section 1445 Affidavit. v. Executed “owner’s affidavit” and gap indemnity, in form reasonably acceptable to execute Purchaser, Seller and deliver such Indemnity Escrow Agreement;the title insurer and sufficient for the title insurer to delete any exceptions for (a) mechanics’ or materialmen’s liens arising from work at the Property which is the responsibility of Seller hereunder, (b) parties in possession, other than tenants as tenants only, and (c) matters not shown in the public records. (d) Seller shall deliver, or cause to be vi. Copies of the Tenant Estoppels. vii. To the extent not previously delivered, copies of all Tenant files maintained by the Seller. viii. A letter to Purchaser the Company's tenants (joined in by Purchaser) advising the tenants of the sale and Company Subsidiaries' corporate minute books the change in ownership. ix. Executed and stock records and other corporate books and records;acknowledged as appropriate, all additional documents that may be necessary or appropriate to carry out the provisions of this Agreement. (e) Seller shall deliver, or cause to be x. To the extent not previously delivered, a certificate from each party maintenance records, keys and operating manuals that Seller has in its possession or control pertaining to whom Transaction Expenses are duethe ownership, operation or maintenance of the Property. xi. Evidence reasonably sufficient to satisfy Purchaser’s title company that Seller is duly organized and, as set forth on of the Transaction Expenses Statementdate of Closing, certifying validly existing in the state of its formation, and that such payment will be all actions have been taken by Seller which are necessary to duly authorize Seller (and its attorneys in full satisfaction of all amounts owed fact) to it by the Company or a Company Subsidiary, in connection with consummate the transactions contemplated by this Agreement. xii. An updated Rent Roll for the Property, and, as applicable, attaching evidence certified by Seller. xiii. A certification addressed to Purchaser and for its benefit (in form reasonably satisfactory to Purchaser Purchaser) that all agreements with such party of Seller’s representations, covenants and warranties are each true, correct and complete in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or all material respects as of the Company after such payment is made;date of Closing. (f) Seller xiv. An executed settlement statement prepared by Xxxxxx Agent. B. On the Closing date, Xxxxxxxxx shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days following in escrow to the title company conducting the Closing: i. The full amount of the Closing DatePurchase Price specified herein in cash or immediately available federal funds, issued together with or less any net adjustments due Seller as herein provided and payment of all costs payable by Purchaser pursuant to the appropriate Governmental Authority;terms hereof. (gii. Executed Assignment and Assumption Agreement specified in Section 13.A(iii) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; andabove. (h) The Parties shall make such other deliveries as are required iii. An executed settlement statement prepared by and in accordance with Article VII and Article VIIIXxxxxx Agent.

Closing Deliveries. A. At the Closing, Seller shall deliver to Purchaser or shall cause the appropriate affiliate of Seller, including without limitation ILM II and Lease Corporation (as defined below), with an interest in the Assets to deliver, executed and acknowledged, as applicable: (ai) Seller shall deliverA Special Warranty Deed (or local equivalent in each relevant State) for each Real Property, or cause reasonably acceptable to be deliveredPurchaser; (ii) A general bill of sale for the Personal Property, reasonably acceptable xx Xurchaser, conveying, as more particularly set forth therein, to Purchaser certificates representing all of Seller's right, title and interest in and to the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transferPersonal Property; (iii) Security deposits deposited under the Resident Agreements and the Leases (if any, together with accrued interest thereon) by, at Purchaser's option, (a) payment of the aggregate amount thereof to Purchaser, or (b) Seller and a credit to Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in against the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such PartyPurchase Price; (civ) A certification of nonforeign status, in form required by Section 1445 of the Internal Revenue Code of 1986, as amended, (the "Code") and the regulations issued thereunder; (v) Notice of Cancellation of Facilities Lease Agreement to ILM II Lease Corporation ("Lease Corporation") and termination of any management and leasing agreements relating to the Assets; (vi) Evidence of authority, good standing and due authorization of ILM II and Seller to entering into the within transaction and to perform all of its obligations hereunder, including, without limitation, the execution and delivery of all of the closing documents required by this Agreement, and setting forth such additional facts, if any, as may be needed to show that the transaction is duly authorized and is in conformity with ILM II's and Seller's organizational documents and applicable laws and to enable the Title Company to omit all exceptions and satisfy all requirements regarding Seller's standing, authority and authorization; (vii) If required by the Title Company in order for the Title Company to issue the Title Policy to Purchaser with no exception for matters regarding Seller's authority to sell the Assets, the legal opinion of Greenberg Traurig, LLP in form and substance acceptable to the Title Xxmxxxx xxr such purpose (the "Authority Opinion"); (viii) Notice letter to Residents reasonably acceptable to Purchaser (the "Residents Notification Letter"); (ix) such title affidavits and indemnities required by the Title Company to enable the Title Company to issue the Title Policies as required hereby; (x) a General Assignment and Assumption Agreement in form reasonably acceptable to Purchaser, assigning to Purchaser Seller's right, title and interest in and to the Surviving Contracts (as hereinafter defined), Intangible Property, the Claims, the Permits, and the Files and Records; (xi) an Assignment of Leases in form reasonably acceptable to Purchaser, assigning to Purchaser Seller's right, title and interest in and to all of the Leases; (xii) an Assignment of Resident Agreements in form reasonably acceptable to Purchaser, assigning to Purchaser Seller's and Lease Corporation's right, title and interest in and to all of the Resident Agreements; (xiii) any required real estate transfer tax declaration or similar documents required in connection with any tax imposed by any governmental authority in connection with the transaction contemplated hereunder; (xiv) a termination of the Master Lease between Seller and Lease Corporation, dated September 1, 1995, in form reasonably acceptable to Purchaser; (xv) all originals (or copies if originals are not available) of the Leases, Resident Agreements, Contracts, Permits, keys and lock combinations with respect to the Real Property in the possession of ILM II and Seller; (xvi) a Closing Statement setting forth the Purchase Price, the amounts of all prorated items and all credits, debits and costs contemplated by this Agreement; and (xvii) such other instruments or documents which by the terms of this Agreement are to be delivered by ILM II and Seller at Closing. B. At the Closing, Purchaser shall deliverdeliver to Seller, or cause executed and acknowledged, as applicable: (i) The balance of the Purchase Price, less the Deposit (as prorated in accordance with Article 7) and all other amounts payable by Purchaser to be delivered, Seller at the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate Closing pursuant to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow this Agreement; (dii) Seller shall deliverEvidence of authority, or cause good standing (if applicable) and due authorization of Purchaser to be deliveredenter into the within transaction and to perform all of its obligations hereunder, to Purchaser including, without limitation, the Company's execution and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction delivery of all amounts owed to it by of the Company or a Company Subsidiary, in connection with the transactions contemplated closing documents required by this Agreement, andand setting forth such additional facts, if any, as applicable, attaching evidence reasonably satisfactory may be needed to Purchaser show that all agreements the transaction is duly authorized and is in conformity with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madePurchaser's organizational documents and applicable laws; (fiii) Seller shall deliver a certificate of good standing, or equivalent certificate, A receipt for the Company, dated within five (5) Business Days of security deposits paid over or credited to Purchaser at the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent DocumentsClosing; and (hiv) Such other instruments or documents which by the terms of this Agreement are to be delivered by Purchaser at Closing. C. The Parties acceptance of title to the Real Property by Purchaser shall make be deemed to be full performance and discharge of any and all obligations on the part of Seller to be performed pursuant to the provisions of this Agreement, except as set forth in this Agreement including without limitation where such other deliveries as agreements and obligations are required by and in accordance with Article VII and Article VIIIspecifically stated to survive the Closing.

Closing Deliveries. At the In addition to any other documents to be delivered or other conditions to be satisfied or obligations to be performed under other provisions of this Agreement, at or prior to Closing: (a) Seller shall deliver, have delivered or cause otherwise provided (or caused to be delivered, have been delivered or otherwise provided) to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transferBuyer; (bi) Seller the Xxxx of Sale and Purchaser shall deliver, or cause to be delivered, a Transition Services Assignment and Assumption Agreement substantially for all the Acquired Assets and Assumed Liabilities in the form agreed to by Purchaser and Seller pursuant to Section 6.20 of Exhibit 2.7(a)(i) (the “Transition Services Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by such PartySeller; (cii) Seller assignments of all Intellectual Property Rights and Purchaser shall deliverLicensed Rights, if any, and separate assignments of all registered Intellectual Property Rights, if any, in form and substance satisfactory to Buyer, duly executed by Seller; (iii) for each interest in Leased Real Property, an assignment and assumption of lease in customary form and substance reasonably satisfactory to Buyer and its legal counsel and executed by Seller; (iv) for each interest in Owned Real Property, a recordable warranty deed and certificate of title insurance (not to exceed the amount of the Tax Purchase Price that is allocated to the Michigan Facilities and the Owned Real Property and with endorsements similar to the endorsements on Seller’s existing certificates of title insurance), and other customary documents or cause instruments of transfer in customary form and substance reasonably satisfactory to Buyer and its legal counsel and executed by Seller; (v) such other customary deeds, bills of sale, assignments, policies of title insurance, documents and other instruments of transfer and conveyance as may reasonably be deliveredrequested by Buyer to consummate the Contemplated Transactions, each in customary form and substance reasonably satisfactory to Buyer and its legal counsel and executed by Seller; (vi) a customary pay-off letter or letters for all Indebtedness secured by any Encumbrance on the Indemnity Escrow Agreement substantially in Acquired Assets, evidencing the form attached as Exhibit A total pay-off amount thereof (the “Indemnity Loan Payoff Amount”) and indicating the release, upon payment of the Loan Payoff Amount, of all such Encumbrances and otherwise in form and substance reasonably satisfactory to Buyer and its legal counsel. (vii) an escrow agreement in substantially the form of Exhibit 2.7(a)(vii) (the “Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreementexecuted by Seller; (dviii) a certificate, pursuant to and in the form described in Treasury Regulations Section 1.1445-2(b)(2), certifying that Seller is not a foreign person within the meaning of Code Sections 1445 and 897 (a “FIRPTA Certificate”). Notwithstanding anything to the contrary in this Agreement, if Buyer does not obtain a FIRPTA Certificate from Seller, Buyer shall deliver, or cause be entitled to proceed with the Closing and withhold from the Purchase Price (and any adjustment thereto) otherwise payable to Seller the appropriate amounts required to be deliveredwithheld pursuant to Code Section 1445, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsprovided that any such withholding shall occur only in compliance with Code Section 1445; (eix) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are dueof the Secretary (or equivalent thereof) of Seller certifying, as set forth on complete and accurate as of the Transaction Expenses StatementClosing, attached copies of the Governing Documents of Seller, certifying that such payment will be in full satisfaction and attaching all requisite resolutions or actions of all amounts owed to it by Seller’s board of directors and stockholders approving the Company or a Company Subsidiary, in connection with the transactions contemplated by execution and delivery of this Agreement, andthe documents delivered hereby, as applicablethe consummation of the Contemplated Transactions and the change of name contemplated by Section 7.9, attaching evidence reasonably satisfactory and certifying to Purchaser that all agreements the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions, accompanied by the requisite documents for amending the relevant Governing Documents of Seller required to effect such change of name in form sufficient for filing with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeappropriate Governmental Body; (fx) the Consents and Governmental Authorizations set forth in Schedule 2.7(a)(x), duly executed by the applicable Governmental Body or other Third Party; (xi) if requested by Buyer, any Consents or other instruments that may be required to permit Buyer’s qualification in each jurisdiction in which Seller shall deliver is licensed or qualified to do business as a foreign corporation or entity under the name “Sport Truck USA” or any derivative thereof; (xii) releases of all Encumbrances on the Acquired Assets (other than Permitted Encumbrances), including all Encumbrances in favor of Southern Michigan Bank and Trust pursuant to release documents satisfactory to Buyer; (xiii) a certificate dated as of a date not earlier than fifteen calendar days prior to the Closing as to the good standingstanding of Seller, executed by the appropriate officials of the state where Seller is organized and each jurisdiction in which Seller is licensed or equivalent certificatequalified to do business as a foreign corporation or entity as specified in Schedule 3.1(a); (xiv) evidence satisfactory to Buyer that Seller has, for effective as of the CompanyClosing, terminated all Current Employees; (xv) an opinion, dated within five (5) Business Days as of the Closing Date, issued to Seller ESOP by a financial advisor to Seller ESOP (a copy of which Buyer may provide to Buyer’s lender if requested or required by Buyer’s lender) that the appropriate Governmental AuthorityContemplated Transactions are fair to Seller ESOP from a financial point of view; (gxvi) an opinion, dated as of the Closing Date, issued to Buyer in part by counsel to Seller shall deliverand in part by counsel to Seller ESOP (a copy of which Buyer may provide to Buyer’s lender if requested or required by Buyer’s lender) in form and substance reasonably satisfactory to Buyer, or cause that the voting requirements of Code Section 409(e)(3) and (5) with respect to be deliveredthe Contemplated Transactions have been fully satisfied; (xvii) a certificate, dated the 280G Consent DocumentsClosing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Sections 6.2(a) and 6.2(b) has been satisfied; and (hxviii) The Parties an audited balance sheet of Seller as of December 31, 2013 and the related audited statements of income, changes in owners’ equity and cash flows for the fiscal year then ended, including in each case the notes thereto, together with a report thereon of Xxxxxx & Xxxxx, PLLC, independent certified public accountants (the “2013 Audited Financial Statements”). (b) Buyer shall make have delivered (or caused to have been delivered): (i) to Seller, the Base Purchase Price plus the Estimated Adjustment Amount plus any Additional EBITDA Purchase Price (to the extent determined at or prior to the Closing) less any EBITDA Deficit Amount (to the extent determined at or prior to the Closing) less the Escrow Amount less the Loan Payoff Amount by wire transfer to an account or accounts and in such other deliveries as are required amounts specified by Seller in writing; (ii) to Seller, the Escrow Agreement and the Xxxx of Sale and Assignment and Assumption Agreement, each duly executed by Buyer; (iii) to the Escrow Agent in accordance with Article VII the Escrow Agreement, the Escrow Amount; (iv) to the Persons specified, and Article VIIIas directed, in the applicable pay-off letters, the Loan Payoff Amount; (v) to Seller, a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions; (vi) a certificate dated as of a date not earlier than fifteen calendar days prior to the Closing as to the good standing of Buyer, certified by the appropriate officials of the state where Buyer is organized; and (vii) to Seller, a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Sections 6.1(a) and 6.1(b) has been satisfied.

Closing Deliveries. At the Patent Sale Closing, the following actions shall take place, all of which shall be deemed to have occurred simultaneously, and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents delivered, unless waived by the relevant Party for whose benefit such action should have been completed or such document should have been delivered: (a) Seller shall will deliver, or will cause to be delivered, to Patent Purchaser certificates representing the Shares all instruments, duly endorsed for transfer or accompanied by duly executed stock powers executed, or other form items which are required by the terms hereof to be delivered at the Patent Sale Closing, including: (i) the Patent Assignment; (ii) the Retained Patent License Agreement; (iii) the Assigned Patent Files, including all originals of all certificates and assignment and transfer;documents in Seller’s possession or control; and (iv) unredacted copies of all Third-Party Agreements listed on Section 2.2 of the Seller Disclosure Schedule. (b) Seller and Patent Purchaser shall will deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or will cause to be delivered, to Purchaser Seller (or the Company's and Company Subsidiaries' corporate minute books and stock records and Escrow Agent, as applicable) all instruments, duly executed, or other corporate books and recordsitems which are required by the terms hereof to be delivered at the Patent Sale Closing, including: (i) the Closing Payment to Seller in accordance with Section 2.4; (eii) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it Escrow Agreement executed by the Company or a Company Subsidiary, Escrow Agent and Patent Purchaser substantially in connection with the transactions contemplated by this form attached hereto as Exhibit B (the “Escrow Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made”); (fiii) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of Escrow Amount to the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent DocumentsEscrow Agent in accordance with Section 6.2; and (hiv) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIthe Assigned Patent License Agreement.

Closing Deliveries. (a) At Closing (or within three (3) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escrowee: (ai) the Special Warranty Deed executed by Seller shall deliver, or cause to be delivered, to Purchaser certificates representing and acknowledged in the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transferannexed hereto as Exhibit 1; (bii) the Assignment of the Space Leases executed by Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Purchaser Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be left at the Premises); (vii) notice to the service contractors executed by Seller pursuant in the form annexed hereto as Exhibit 6 (which will be delivered to Section 6.20 the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) originals, or if originals are not available, copies of the Service Contracts (which may be left at the Premises); (ix) to the extent in Seller’s possession, the real estate tax bills for the Premises for the then current real estate tax year (which may be left at the Premises); (x) to the extent they are in Seller’s possession (a) unless posted at the Property, all licenses and permits, authorizations and approvals pertaining to the Premises and (b) all guarantees and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements erected on the Premises (which may be left at the Premises); (xi) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (xii) the Transfer Tax return(s) executed by Seller; (xiii) estoppel certificates (each an “Estoppel Certificate” and collectively the “Transition Services AgreementEstoppel Certificates”) from McKesson Information Systems and Hartford Fire Insurance (“Major Tenants”) and additional estoppels such that Seller delivers Estoppel Certificates from Space Tenants representing seventy five (75%) percent of the leased area of the Premises (“Estoppel Tenants”), duly executed in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser), or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Party; Space Tenant and/or Space Lease. Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (c30) Seller and Purchaser shall deliverdays, to (i) obtain the required Estoppel Certificates or (ii) elect to deliver Seller’s Estoppels in lieu thereof if such estoppels are not delivered, or cause to be deliveredas a supplement thereto, if such estoppels do not cover all of the Indemnity Escrow Agreement substantially required matters, in the form attached hereto as Exhibit A 11 (each a “Seller’s Estoppel” and collectively “Seller’s Estoppels”) which Seller’s Estoppels shall be deemed to comply with this Section 9.3(a)(xiii) and shall satisfy Seller’s obligation with respect to such Space Tenant, provided, however, that no Seller’s Estoppel may be delivered to replace an Estoppel Certificate from a Major Tenant. Seller shall be entirely released from liability under a Seller Estoppel upon delivery to Purchaser of an Estoppel Certificate from the corresponding Space Tenant to the extent such replacement Estoppel Certificate is in a form which complies with this Section 9.3(a)(xiii). If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(xiii), does not or cannot deliver the required Estoppel Certificates, Purchaser’s sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except as set forth in Section 12.1, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information disclosed to or known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Indemnity Escrow AgreementEstoppel Default”), and then Seller may, but shall cooperate not be obligated to, elect to cause the Indemnity Escrow Agent to execute cure any such Estoppel Default and deliver a clean Estoppel Certificate from such Indemnity Escrow Agreement; Space Tenant. In such event, Seller shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (d30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser’s sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) with respect to any Estoppel Tenant except for Major Tenants, such Estoppel Default will require less than $500,000 to cure and if Seller elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys’ fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall deliverbe entirely released from any liability arising out of the indemnity, or cause if any, given pursuant to be deliveredsubsection (2) above. Notwithstanding anything contained herein to the contrary, to Purchaser shall notify Seller upon the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; date which is the earlier of (ei) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, issued by of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the appropriate Governmental Authoritypreceding sentence shall be deemed its approval of the Estoppel Certificates; (gxiv) the Xxxx of Sale, executed by Seller shall deliverin the form of Exhibit 8 annexed hereto; (xv) keys (which will be delivered to Purchaser within one (1) Business Day following Closing), or cause combinations and codes to be deliveredall locks and security devices to the Premises in Seller’s possession; (xvi) an update of Seller’s representations executed by Seller in accordance with Section 6.3 above; (xvii) a Seller’s non-resident withholding affidavit executed by Seller, if applicable; (xviii) a title certificate in form attached hereto as Exhibit 10; (xix) an Assignment and Assumption of Leasing Commission Agreements and Construction Contracts executed by Seller in the 280G Consent Documentsform annexed hereto as Exhibit 13; (xx) evidence of Seller’s organizational authority; and (hxxi) The Parties an Audit Letter executed by Seller in the form annexed hereto as Exhibit 15. (b) At Closing Purchaser shall make such other deliveries deliver to Seller or Escrowee: (i) the balance of the Purchase Price as are required provided in Section 3 hereof; (ii) the Assignment of the Space Leases executed by Purchaser in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any replacements or renewals thereof) executed by Purchaser in accordance the form annexed hereto as Exhibit 3; (iv) notice to the Space Tenants executed by Purchaser in the form annexed hereto as Exhibit 5; (v) notice to the service contractors executed by Purchaser in the form annexed hereto as Exhibit 6; (vi) an Assumption Agreement executed by Purchaser in the form annexed hereto as Exhibit 12 pursuant to which Purchaser shall assume all of Seller’s obligations with Article VII respect to the leasing commission obligations to be assumed by Purchaser pursuant to Section 9.4(c) of this Contract which arise from and Article VIIIafter the Closing Date; (vii) an Assignment and Assumption of Leasing Commission Agreements and Construction Contracts executed by Purchaser in the form annexed hereto as Exhibit 13 pursuant to which Purchaser shall assume all of Seller’s obligations with respect to the leasing commission agreements and construction contracts (i) set forth on Schedule H annexed hereto and (ii) to be assumed by Purchaser pursuant to Section 9.4(a)(i)(F) of this Contract, if applicable; (viii) Transfer Tax return(s) executed by Purchaser; and (ix) evidence of Purchaser’s organizational authority.

Closing Deliveries. At The parties shall take the actions set forth in this Section 2.4 at the Closing:. 2.4.1 The Buyer will deliver (a) Seller shall deliverto the Sellers the Purchase Price, or cause to be deliveredless the Escrow Amount, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer; (b) Seller and Purchaser shall deliverto the Escrow Agent the Escrow Amount, in each case by wire transfer of immediately available funds to the accounts designated in writing to the Buyer. 2.4.2 The Sellers will execute one or cause more bills of sale with respect to be delivered, a Transition Services Agreement substantially all personal property included in the form agreed to by Purchaser and Seller pursuant to Section 6.20 Acquired Assets (the “Transition Services AgreementBills of Sale”)) evidencing the parties’ intents and agreement of sale and purchase, duly executed by transfer, assignment and assumption of such Party;personal property included the Acquired Assets. 2.4.3 The Buyer and the Sellers will execute (a) an Assignment of Trademarks, (b) an Assignment of Patents, (c) Seller and Purchaser shall deliveran Assignment of Copyrights, or cause to be delivered(d) an Assignment of Other Intellectual Property (collectively, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow AgreementIP Assignments”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it any other forms and documents required by the Company intellectual property offices of such jurisdiction for completing the assignment and recordation of the Owned IP. 2.4.4 The Buyer and the Sellers will execute one or a Company Subsidiarymore instruments of assignment and assumption with respect to the Assumed Liabilities, Transferred Contracts, Transferred Leases and Transferred Permits, and such other instruments as shall be reasonably requested by the Buyer or the Sellers to vest in the Buyer title in and to the Acquired Assets and to consummate the assumption by the Buyer of the Assumed Liabilities, in connection accordance with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or provisions hereof (the Company after such payment is made;“Assignment and Assumption Agreements”). (f) Seller 2.4.5 The Sellers shall deliver to the Buyer all books and records relating to the Business that are included in the Acquired Assets. 2.4.6 API shall deliver to the Buyer a certificate of good standing, or equivalent certificate, for in a form reasonably acceptable to the CompanyBuyer, dated within five (5) Business Days as of the Closing Date, issued by conforming to the appropriate Governmental Authority;requirements of Treasury Regulation Sections 1.1445-2(b)(2) and stating that API is not a foreign person for purposes of Section 1445 of the Code. (g) 2.4.7 The Sellers shall deliver to the Buyer documentation evidencing the repayment of all Debt of the Business and the termination of all Encumbrances other than Permitted Encumbrances. 2.4.8 The Seller shall deliver, deliver to the Buyer the consents and approvals with respect to assignment of the Acquired Assets to the Buyer set forth on Schedule 2.4.8. 2.4.9 The Sellers shall deliver to the Buyer certificates of title or cause origin with respect to be delivered, all Acquired Assets for which a certificate of title or origin is required to transfer the 280G Consent Documents; andtitle to the Buyer. (h) 2.4.10 The Parties Buyer and the Sellers shall make execute the Transition Services Agreement. 2.4.11 The Buyer and the Sellers shall execute the ETSA. EXHIBIT 2.1 2.4.12 The Buyer and the Sellers shall execute the Escrow Agreement. 2.4.13 The Buyer and the Sellers shall execute the License Agreement. 2.4.14 The Buyer and Picometrix shall execute the Sublease. 2.4.15 The Buyer and the Sellers shall execute such other deliveries as are certificates, instruments or documents required by pursuant to the provisions of this Agreement or otherwise necessary or appropriate to transfer the Acquired Assets and the Assumed Liabilities in accordance with Article VII the terms hereof and Article VIIIto consummate the Contemplated Transactions, as may be required to give effect to this Agreement, and to vest in the Buyer and its successors and assigns full, complete, absolute, legal and equitable title to the Acquired Assets, free and clear of all Encumbrances (other than Permitted Encumbrances).

Closing Deliveries. At the Closing: (a) Seller The purchase and sale of the Purchased Shares (the “Closing”) shall delivertake place at the offices of the Buyer in Delray Beach, Florida, as soon as practicable, or cause to be deliveredat such other time and place as the Buyer and the Seller Representative mutually agree upon, to Purchaser certificates representing the Shares duly endorsed for transfer orally or accompanied by duly executed stock powers or other form of assignment and transfer;in writing. (b) At the Closing, the Buyer shall pay the following amounts to the following Persons: (i) $250,000 to the Company via check or wire transfer to fund payment of the accounts payable set forth on Schedule 1.2(b)(i); (ii) Five (5) Business Days from the Closing, the Buyer will issue and deliver to each of the two Sellers listed on Schedule 1.2(b)(ii) that number of shares of the Buyer’s common stock, par value $0.01 per share (“Buyer Common Stock”), determined by dividing $250,000 by the VWAP Price (as defined below) as of the Closing in consideration of the surrender for cancellation of the Company’s outstanding Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially Loans (as defined in the form agreed to by Purchaser and Seller pursuant to Section 6.20 3.20) (the “Transition Services AgreementLender Stock Consideration”), duly executed by such Party;; and (ciii) Seller Upon the terms and Purchaser shall deliver, or cause subject to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction conditions of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, andin consideration of the aforesaid sale, as applicableconveyance, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or assignment, transfer and delivery of the Company after such payment is made; (f) Seller shall deliver a certificate of good standingPurchased Shares, or equivalent certificate, for the Company, dated within five (5) Business Days from the Closing, the Buyer will issue and deliver to Sellers Pro Rata shares of the Buyer Common Stock equal to $450,000 divided by the VWAP Price (as defined below) as of the Closing Date(the “Sellers’ Stock Consideration” together with the Lender Stock Consideration, issued by collectively, the appropriate Governmental Authority;“Stock Consideration”). The Stock Consideration will contain the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR IN COMPLIANCE WITH RULE 144 OR PURSUANT TO ANOTHER EXEMPTION.” Buyer shall deliver to the Company such other documents and instruments, in form and substance reasonably satisfactory to the Company and its counsel, as shall be necessary or desirable in order to consummate the transactions contemplated hereby, each dated the date hereof. (gc) At the Closing, each Seller shall deliverdeliver to the Buyer: (i) certificates representing the Purchased Shares, or cause to be deliveredtogether with stock powers, the 280G Consent Documentsduly endorsed in blank in proper form for transfer; and and (hii) The Parties shall make such other deliveries documents and instruments, in form and substance reasonably satisfactory to the Buyer and its counsel, as are required by and shall be necessary or desirable in accordance with Article VII and Article VIIIorder to consummate the transactions contemplated hereby, each dated no later than the Closing Date.

Closing Deliveries. (a) At the Closing, Shareholder or Seller, as appropriate, shall deliver to Purchaser: (ai) the Acquisition Assets; (ii) such bills of sale and other instruments of sale, transfer, conveyance, assignment and delivery covering the Acquisition Assets or any part thereof, each attached hereto as Exhibit C, executed by Seller shall deliveror other appropriate parties, as Purchaser may reasonably require to assure the full and effective sale, transfer, conveyance, assignment and delivery to Purchaser of the Acquisition Assets free and clear of any rights and claims of third parties including, but not limited to, the following: (1) a bill xx sale, general assignment and conveyance by Seller transferring to Purchaser good and marketable title to all of the Acquisition Assets, in the form attached hereto as Exhibit C; (2) all documents in the form attached hereto as Exhibit C, required for the assignment of Seller's rights under all registrations, Permits and licenses (to the extent permitted by law), equipment or motor vehicle leasing agreements, motor vehicle and rolling stock titles, rights under sales and/or purchase orders and of Seller's rights under all other Contracts (including the operating contracts of Seller listed on Schedule 2.1(iv) hereto) constituting a part of the Acquisition Assets; and (3) originals of all of the Assumed Leases, contracts, agreements, commitments, books, records, files and other data that are included in the Acquisition Assets. (iii) a legal opinion from Greg X. Xxxxxx, X.A., in form satisfactory to Purchaser; (iv) the Consulting Agreement between Purchaser and Shareholder, attached as Exhibit D hereto; (v) certified copies of resolutions duly adopted by the board of directors of Seller and its shareholders, authorizing and approving the execution and delivery of this Agreement, including the exhibits and schedules hereto, and the consummation of the transactions contemplated herein; (vi) new real property leases with respect to properties owned by Shareholder, or cause any affiliates of Shareholder, in the form attached hereto as Exhibit E; (vii) a Transition Agreement in the form attached hereto as Exhibit F; and (viii) a Covenant Not to be deliveredCompete Agreement between Purchaser and Seller, to Purchaser certificates representing in the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer;attached hereto as Exhibit G. (b) Seller and At the Closing, Purchaser shall deliverdeliver to Seller or Shareholder, or cause to be delivered, a Transition Services Agreement substantially as appropriate: (i) the Purchase Price set forth in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party2.3; (cii) Seller the Consulting Agreement between Purchaser and Purchaser shall deliverShareholder, or cause to be delivered, the Indemnity Escrow attached as Exhibit D hereto; (iii) a Transition Agreement substantially in the form attached hereto as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent DocumentsF; and (hiv) The Parties shall make such other deliveries as are required by documents relating to the removal of Shareholder from any and all personal guaranties and/or surety obligations in accordance connection with Article VII and Article VIIISeller's debts or obligations listed on Schedule 2.3.

Closing Deliveries. At (a) The Buyer shall deliver the following documents at each Closing: (ai) Seller shall deliver, or cause with respect to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by relevant portion of the Property: (A) an assignment and assumption of landlord's interest in leases (an "Assignment of Leases") duly executed stock powers or other by the Buyer in substantially the form of assignment and transferExhibit A hereto; (bB) Seller an assignment and Purchaser shall deliverassumption of contracts (an "Assignment of Contracts") duly executed by the Buyer in substantially the form of Exhibit B hereto; and (C) notice letters ("Tenant Notices") duly executed by the Buyer, or cause to be delivered, a Transition Services Agreement substantially in the form agreed of Exhibit C attached hereto. Such notice letters shall be retained by the Seller and delivered by the Seller to each tenant and other such entity promptly following Closing. (ii) with respect to the transactions contemplated hereunder: (A) such other assignments, instruments of transfer, and other documents as the Seller may reasonably require in order to complete the transactions contemplated hereunder or to evidence compliance by Purchaser the Buyer with the covenants, agreements, representations and Seller pursuant to Section 6.20 (the “Transition Services Agreement”)warranties made by it hereunder, in each case, duly executed by such Partythe Buyer; (cB) Seller a duly executed and Purchaser shall deliversworn Secretary's Certificate from the Buyer (or the general partners of the Buyer, where appropriate) certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreementamended; (dC) an executed and acknowledged Incumbency Certificate from the Buyer (or the general partners of the Buyer, where appropriate) certifying the authority of the officers of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Seller shall deliver, or cause to be delivered, to Purchaser at the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records;Closing; and (eD) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses all transfer tax returns which are due, as set forth on required by law and the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, andin each case, as applicableprepared by the Seller and duly executed by the Buyer. (b) The Seller shall deliver the following documents at Closing: (i) with respect to the relevant portion of the Property: (A) a special warranty deed (a "Deed") in substantially the form of Exhibit D (with any necessary modifications in order to conform with the local laws for recording in the land records in the jurisdiction in which the Property is located), attaching evidence reasonably satisfactory duly executed by the Seller, without recourse, which deed, upon proper recording by the Buyer, shall be sufficient to Purchaser that all agreements with such party transfer and convey to the Buyer whatever rights in connection therewith will be effectively terminated without penalty or further obligation the relevant portion of the Property the Seller has acquired subject only to Purchaser or the Company after such payment is madePermitted Exceptions (as defined below); (fB) Seller shall deliver a certificate an Assignment of good standingLeases duly executed by the Seller, or equivalent certificatetogether with copies, for the Companyand if available, dated within five (5) Business Days originals of the Closing Date, issued by the appropriate Governmental AuthoritySpace Leases referred to in such assignment; (gC) a bill of sale (a "Bill of Sxxx") duly executxx by the Seller shall deliverin substantially the form of Exhibit E hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which are currently located upon or cause attached to be deliveredthe relevant portion of the Property; (D) an Assignment of Contracts duly executed by the Seller; (E) all keys to the relevant portion of the Property which are in the Seller's possession; (F) an affidavit that the Seller is not a "foreign person" within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the 280G Consent Documentsform of Exhibit F hereto; and (hG) The Parties shall make with respect to the Phase II Closing only, the Phase II CO. (ii) with respect to the transactions contemplated hereunder: (A) such other deliveries assignments, instruments of transfer, and other documents as the Buyer may reasonably require in order to complete the transactions contemplated hereunder or to evidence compliance by the Seller with the covenants, agreements, representations and warranties made by it hereunder; (B) a duly executed and sworn Secretary's Certificate from the Seller (or the general partners of the Seller, where appropriate) certifying that the Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (C) an executed and acknowledged Incumbency Certificate from the Seller (or the general partners of the Seller, where appropriate) certifying the authority of the officers of the Seller (or the general partner of the Seller, where appropriate) to execute this Agreement and the other documents delivered by the Seller to the Buyer at the Closing; and (D) all transfer tax returns which are required by law and the regulations issued pursuant thereto in accordance connection with Article VII the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and Article VIIIduly executed by the Seller. (iii) In the event any Asset-Related Property is not assignable (such as a letter of credit that is not transferable), the Seller shall use commercially reasonable efforts to provide the Buyer, at no cost to the Seller, with the economic benefits of such property by enforcing such property (solely at the Buyer's direction) for the benefit and at the expense of the Buyer.

Closing Deliveries. (a) At the Closing: (a) , the Seller shall deliver, or cause to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer Buyer the following items, each in the form attached to this Agreement as an Exhibit or accompanied by duly executed stock powers or other in form and substance reasonably acceptable to the Buyer, as applicable: (i) a certificate of assignment an officer of the Seller certifying to the Buyer the resolutions of the shareholder and transferthe board of directors of the Seller approving this Agreement and the transactions contemplated hereby; (bii) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement xxxx of sale substantially in the form agreed to of Exhibit A, duly executed by Purchaser the Seller; (iii) an assignment and Seller pursuant to Section 6.20 assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement”), duly executed by the Seller; KCP-4567096-16 (iv) a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”)) duly executed by the Seller; (v) intellectual property assignments, in forms acceptable to the Buyer, transferring to the Buyer all right, title and interest in, to and under all of the Intellectual Property held or used by the Seller, duly executed by such Partythe Seller (collectively, the “IP Assignments”); (cvi) Seller [Reserved.] (vii) all documents and Purchaser instruments, executed and delivered in form and substance acceptable to the Buyer, amending the Seller’s articles of incorporation, any foreign qualification registrations and any assumed name or d/b/a filings to eliminate the Seller’s right to use the names “Accountable Health Solutions,” or any other name that, in the reasonable judgment of the Buyer, is similar to any of the foregoing names except otherwise provided herein; (viii) the consents and acknowledgements set forth in Section 3.3(c), other than the following agreements, to which consents shall deliverbe sought following the Closing: (i) Real property lease for the facility located in Des Moines, Iowa, (ii) Real property lease for the facility located in Indianapolis, Indiana, and (iii) the contracts set forth on Schedule 2.1(d) for which notice or cause to be deliveredconsent is required, as indicated thereon. (b) At the Closing, the Indemnity Escrow Buyer shall deliver to the Seller or Shareholder, as applicable, the following items, each in the form attached to this Agreement as an Exhibit or in form and substance reasonably acceptable to the Seller, as applicable: (i) a certificate of an officer of the Buyer Parent certifying to the Seller the resolutions of the sole member of the Buyer, the sole member of Xxxxxx Wellness, and the board of directors of Buyer Parent approving this Agreement and the transactions contemplated hereby; (ii) a Transition Services Agreement, substantially in the form attached as of Exhibit A (C duly executed by the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow AgreementBuyer; (diii) Seller shall deliverthe Cash Payment, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordscertificates for HH Common Stock constituting the Purchase Price less the Holdback Shares; (eiv) Seller shall deliverthe Assignment and Assumption Agreement, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it duly executed by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent DocumentsBuyer; and (hv) The Parties shall make such other deliveries as are required the IP Assignments, duly executed by and in accordance with Article VII and Article VIIIthe Buyer.

Closing Deliveries. At To effectuate the Closingtransactions contemplated hereby: (a) Seller SGII shall deliverdeliver to the Company at the Initial Closing all of the following: (1) a certified copy of the resolutions of SGII's board of directors, or cause authorizing the execution and performance of this Agreement and all documents to be delivereddelivered in connection with this Agreement; (2) an irrevocable proxy to the Company in such form as the Company shall specify naming such party as the Company shall determine the proxy for SGII with respect to any and all votes SGII may now or in the future be entitled to with respect to the Escrowed Stock; and (3) an assignment separate from certificate, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer;in blank, for the Escrowed Stock; and (b) Seller and Purchaser SGII shall deliverdeliver to the Company at each Closing (including, or cause to be deliveredas applicable, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”)Initial Closing) an assignment separate from certificate, duly executed by in blank, for the particular Escrowed Stock as to which Regulatory Approval has been received or which has been released from the Escrow for any other reason whatsoever and, certificates representing such Party;Escrowed Stock; and (c) Seller the Company shall deliver at Initial Closing to SGII all of the following: (1) a certified copy of resolutions of the Company's board of directors, authorizing the execution and Purchaser shall deliver, or cause performance of this Agreement and all documents to be delivereddelivered in connection with this Agreement; (2) the original Note marked "cancelled"; and (3) the shares of Common Stock constituting part of the Redemption Consideration; provided, however, the Indemnity Escrow Agreement substantially Company acknowledges that it is hereby instructed by SGII to issue the number of shares of Common Stock which constitutes part of the Redemption Consideration to the parties and in the form attached as amounts set forth on Exhibit A (attached hereto and SGII hereby agrees that it shall be responsible for the “Indemnity Escrow Agreement”), compliance by such parties with SGII's and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreementtheir obligations hereunder; (d) Seller in the event the Escrowed Stock is cancelled (in whole or in part) prior to release from the Escrow, SGII shall deliverdeliver to the Company a general release of the Company from all claims in connection with the Escrowed Stock, or cause to be delivered, to Purchaser except for obligations of the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records;under this Agreement; and (e) Seller the parties shall deliverexecute and deliver at any Closing, or cause to be deliveredany time thereafter, a certificate from each party to whom Transaction Expenses are duesuch further documents, and shall perform such further acts, as set forth on the Transaction Expenses Statement, certifying that such payment will may be in full satisfaction of all amounts owed necessary or desirable to it by the Company or a Company Subsidiary, in connection with effectuate the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIII.

Closing Deliveries. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: , (a) Purchaser shall pay to the Company the Purchase Price by wire transfer of immediately available funds to an account designated by Seller shall deliver(with the Company collecting as agent for Seller the portion of the Purchase Price not allocated to Intellectual Property transferred by the Company and the Company’s Subsidiaries, or cause which the Company will remit to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer; Seller); (b) Seller and shall deliver to Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly Assignment of Membership Interests executed by such Party; Seller; (c) Seller Purchaser shall assume Transfer Subsidiary’s obligations pursuant to the Management Agreements in a form of assumption agreement reasonably satisfactory to the Company and Purchaser and Purchaser Guarantor will deliver a Guaranty of Purchaser’s obligations under the Management Agreement; (d) the Company and the Company’s Subsidiaries shall deliverdeliver to Purchaser (or an Affiliate of Purchaser) executed Trademark Assignment Agreement, Domain Name Assignment Agreement and the General Xxxx of Sale and Assignment Agreement for Transferred Intellectual Property; (e) the parties to the Ancillary Agreements shall execute and deliver the Ancillary Agreements; (f) the Company shall deliver to Purchaser evidence that all Liens on the Transferred Assets and Transferred Intellectual Property arising under or relating to the Company’s credit agreements have been discharged or released in full (together with UCC filings reflecting releases of such liens); (g) the Company shall cause to be delivered, its Subsidiaries that are the Indemnity Escrow Agreement substantially Owners (as defined in each of the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent Management Agreements) to execute and deliver such Indemnity Escrow Agreement; the Management Agreements and the Hotel OpCos to assume the Management Agreements; (dh) Seller the Purchaser shall, and the Company shall delivercause the Owners (as defined in each of the Owner Agreements) and the Hotel OpCos to, execute and deliver the Owner Agreements; and (i) Purchaser and Company each shall, or shall cause to be deliveredtheir respective Affiliates to, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records deliver such other documents, assignments and other corporate books and records; (e) Seller shall deliverinstruments of assignment, transfer or cause to be delivered, a certificate from each party to whom Transaction Expenses are dueconveyance, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by either the Company or a Company Subsidiary, the Purchaser reasonably requests in connection with order to effect the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIII.

Closing Deliveries. At the Closing:, (a) Seller the Purchaser shall deliver, or cause surrender and deliver the Note to be delivered, to Purchaser certificates representing the Shares duly endorsed Company for transfer or accompanied by duly executed stock powers or other form of assignment and transfercancellation; (b) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in each of the form agreed to by Purchaser and Seller pursuant the Company shall execute and deliver to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party; (c) Seller other party a termination and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially release agreement in the form attached hereto as Exhibit A (the “Indemnity Escrow Agreement”"RELEASE"). (c) the Company shall deliver or cause to be delivered to the Purchaser certificates representing the Common Shares, duly endorsed in blank by the Company, or accompanied by blank stock powers, and shall cooperate to cause with all necessary transfer tax and other revenue stamps, acquired at the Indemnity Escrow Agent to execute Company's expense, affixed and deliver such Indemnity Escrow Agreementcancelled; (d) Seller certain of the officers of the Company shall deliverexecute and deliver to the Company an Option Termination Agreement in the form attached hereto as Exhibit B (collectively, or cause the "OPTION TERMINATION AGREEMENTS"), pursuant to be delivered, to Purchaser which the officers will surrender options for shares of the Company's capital stock held by them and release the Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsfrom its obligations with respect thereto; (e) Seller shall deliverDSTR Warrant Co., or cause to be deliveredLLC, a certificate from each party to whom Transaction Expenses are dueDelaware limited liability company and an affiliate of Purchaser ("WARRANTCO"), shall surrender its rights under that certain Warrant Agreement, dated as set forth on the Transaction Expenses Statementof November 8, certifying that such payment will be in full satisfaction of all amounts owed to it 2000, by and between the Company or and WarrantCo, a Company SubsidiaryDelaware limited liability company and an affiliate of Purchaser ("WARRANTCO"), in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory and deliver to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made;an executed copy of a Warrant Termination Agreement in the form attached hereto as Exhibit C (the "WARRANT TERMINATION AGREEMENT"); and (f) Seller the Company shall deliver to the Purchaser an executed copy of a certificate of good standing, or equivalent certificate, for Registration Rights Agreement in the Company, dated within five form attached hereto as Exhibit D (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIII"REGISTRATION RIGHTS AGREEMENT").

Closing Deliveries. (a) At the Closing: (a) , Seller shall deliver, or cause to be delivered, deliver to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form a Xxxx of assignment and transfer; (b) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially Sale in the form attached as Exhibit A (the “Indemnity Escrow Agreement”)Schedule 1.6(a)-1, and Purchaser shall deliver to Seller an Assumption Agreement in the Form attached as Schedule 1.6(a)-2. Seller shall also deliver such additional endorsements, assignments and instruments of sale, conveyance, transfer and assignment, reasonably satisfactory in form and substance to Purchaser and its counsel, as may be reasonably requested by Purchaser in order to convey to Purchaser title and interest in the Assets, free and clear of all claims, charges, equities, liens, security interests and encumbrances except for the lien, if any, for current taxes not yet due and payable and other minor liens or encumbrances which do not materially affect the use or utility of the Assets ("Permitted Liens"). (b) This Agreement shall not constitute an agreement to assign any claim, contract, sublease, lease, commitment, or any claim or right or any benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without the consent of a third party thereto which has not been obtained as of the Closing, would constitute a breach thereof or in any way affect the rights of Purchaser or Seller thereunder. Upon Purchaser's request, Seller shall use its commercially reasonable efforts, without being required to incur out of pocket expense, to obtain the consent of any party to any Assigned Contract. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller thereunder so that Purchaser would not in fact receive all such rights, Seller shall cooperate with Purchaser in any reasonable arrangement at no expense to cause Seller designed to provide for Purchaser the Indemnity Escrow Agent benefits under any such claims, contracts, licenses, subleases, leases or commitments, including enforcement for the benefit of Purchaser of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise; and any transfer or assignment to execute and deliver Purchaser by Seller of any property or property rights or any contract or agreement which shall require the consent or approval of any third party shall be made subject to such Indemnity Escrow Agreement;consent or approval being obtained. (c) Purchaser shall pay all sales, transfer or stamp taxes, or similar charges, payable by reason of the sale of the Assets hereunder. (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of Purchase Price to Seller at the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIClosing.

Closing Deliveries. At Subject to the conditions set forth in this Agreement, at the Closing: (ai) Buyer shall (A) deliver the cash portion of the Purchase Price set forth in SECTION 1.3(B) by wire transfer of immediately available funds to an account which has been designated by Seller to Buyer not less than two business days prior to the Closing Date, (B) assume the Assumed Liabilities by delivery of an Assumption Agreement in the form of EXHIBIT E hereto, (C) deliver the Warrant to Seller and (D) deliver the Note to Seller; (ii) Seller shall deliverconvey all of the Purchased Assets (other than the WIP and Raw Materials Inventory) to Buyer to such addresses specified by Buyer, at Buyer's cost (or cause Buyer shall pay Seller a warehousing fee for retaining such Purchased Assets according to the attached FEE SCHEDULE), and shall deliver to Buyer such appropriately executed instruments of sale, transfer, assignment, conveyance and delivery, assignments, transfer tax declarations and all other instruments of conveyance which are necessary or desirable to effect transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all liens, charges, security interests, encumbrances and restrictions of whatever nature except for Permitted Liens), including documents acceptable for recordation in the United States Patent and Trademark Office, the United States Copyright Office and any other similar domestic or foreign office, department or agency (it being understood that all of the foregoing shall be delivered, satisfactory in form and substance to Purchaser certificates representing Buyer and its counsel) and any and all lien and security documentation required by Buyer's lenders at the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transferClosing in connection with such lenders' security interest in the Purchased Assets; (biii) Seller shall deliver to Buyer (A) copies of all third party governmental and Purchaser shall deliverstockholder consents and approvals, or cause in each case on terms reasonably acceptable to Buyer; (B) subject to Section 1.1(a), all books, records and other materials to the extent included in the Purchased Assets; (C) certified copies of resolutions of Seller's board of directors authorizing and approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to be delivered, executed by Seller and the consummation of the transactions contemplated hereby; (D) certified copies of Seller's certificate of incorporation and bylaws; (E) a Transition Services long-form certificate of good standing (certified by an appropriate government official of Seller's jurisdiction of incorporation as of a date not more than three business days prior to the Closing Date); (F) a certificate of the Secretary or Assistant Secretary of Seller as to the incumbency of the officer(s) of Seller (who shall not be such Secretary or Assistant Secretary) executing this Agreement and the other Transaction Documents to be executed and delivered by Seller; (G) opinions of Seller's in-house legal counsel and of Faegre & Xxxxxx LLP substantially in the form agreed forms attached hereto as EXHIBIT F-1 and EXHIBIT F-2, respectively; and (H) such other documents or instruments as are required to by Purchaser and Seller be delivered at the Closing pursuant to Section 6.20 the terms hereof or that Buyer reasonably requests prior to the Closing Date to effect the transactions contemplated hereby; and (iv) Buyer shall deliver to Seller (A) certified copies of resolutions of Buyer's board of directors authorizing and approving the “Transition Services Agreement”)execution, duly delivery and performance of this Agreement and the other Transaction Documents contemplated hereby to be executed by such Party; Buyer and the consummation of the transactions contemplated hereby and thereby, (cB) Seller certified copies of resolutions of the Parent's board of directors authorizing and Purchaser shall deliverapproving the issuance of the Warrant and the execution, or cause delivery and performance of this Agreement and the other agreements contemplated hereby to be deliveredexecuted by Parent and the consummation of the transactions contemplated hereby and thereby, (C) certified copies of Buyer's Articles of Incorporation and By-laws and Parent's Certificate of Incorporation and By-laws and (D) a long-form certificate of good standing (certified by an appropriate government official of the Indemnity Escrow States of Texas and Delaware as of a date not more than three business days prior to the Closing Date) for Buyer and the Parent, respectively, (E) a certificate of the Secretary or Assistant Secretary of Buyer and Parent as to the incumbency of the officer(s) of Buyer and Parent (who shall not be such Secretary or Assistant Secretary) executing this Agreement and the other Transaction Documents to be executed and delivered by Buyer or Parent and (G) an opinion of Xxxxxxxx & Xxxxx and of Xxxxxxxxx & Xxxxxxxxx, L.L.P. substantially in the form attached hereto as Exhibit A (the “Indemnity Escrow Agreement”), EXHIBIT G-1 and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIEXHIBIT G-2.

Closing Deliveries. At the Closing: : (ai) each Seller shall deliverdeliver to the Purchaser, and the Purchaser shall deliver or cause to be delivereddelivered to such Seller, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by a duly executed stock powers or other form instrument of assignment and transfer; of all of such Seller’s Purchased Units in the form attached hereto as Exhibit A, (bii) Seller and in exchange therefor, the Purchaser shall deliver, deliver or cause to be delivered, a Transition Services Agreement substantially in delivered to such Seller such Seller’s Closing Payment Amount (less such Seller’s pro rata portion of the form agreed to by Purchaser and Seller pursuant to Section 6.20 aggregate of all Closing Transaction Expense Payments (the “Transition Services Agreement”as defined below)), duly executed by wire transfer of immediately available funds to an account designated by such Party; Seller, (ciii) Seller and the Purchaser shall deliver, deliver or cause to be delivereddelivered the Closing Transaction Expense Payments for the benefit of the Advisors entitled thereto, by wire transfer of immediately available funds to the accounts designated by the Sellers pursuant to Section 1(e)(i); provided, that the Closing Transaction Expense Payments shall only be delivered pursuant to this Section 1(c)(iii) to the extent that the Closing Transaction Expense Payments are deducted from the Closing Payment Amount pursuant to Section 1(c)(ii) and to the extent that the aggregate Closing Transaction Expense Payments are less than the Closing Payment Amount, (iv) the Sellers shall deliver to the Company, an amount equal to 73.38% of the reasonable out-of-pocket fees and expenses of counsel incurred by the Company, or by the Managing Member and/or the Purchaser or their respective Affiliates, in each case on behalf of the Company, in connection with the Sellers’ or the Avenue Seller’s proposed Disposition of Class B Units (including pursuant to Section 7.02(f) of the A&R LLC Agreement), the Indemnity Escrow negotiation and entry into this Agreement substantially in and the form attached as Exhibit A Avenue UPA (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause any other agreement to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it entered into by the Company parties hereto or a Company Subsidiary, thereto or their respective Affiliates in connection with the transactions contemplated hereby or thereby) and the consummation of the transactions contemplated hereby and thereby, by wire transfer of immediately available funds to an account or accounts designated by the Purchaser or (at the election of the Sellers) by set off against each Seller’s Closing Payment Amount on a pro rata basis (provided that the aggregate amount of such fees and expenses payable pursuant to this Agreementclause (iv) shall be treated as an adjustment to each Seller’s Closing Payment Amount, andon a pro rata basis, for applicable tax purposes), (v) each Seller shall deliver to the Purchaser a properly completed and duly executed IRS Form W-9 or IRS Form W-8, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (fvi) each Seller shall deliver to the Purchaser a certificate of good standingsuch Seller, validly executed for and on behalf of such Seller and in the name of such Seller by a duly authorized officer thereof, certifying that the conditions set forth in Section 6(a) and Section 6(b) have been satisfied as to such Seller, (vii) the Purchaser shall deliver to the Sellers a duly executed certificate, prepared in accordance with the requirements of Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3), to the effect that the Company is not and has not been a United States real property holding corporation (as defined in section 897(c)(2) of the Code and the regulations promulgated thereunder) at any time during the applicable period set forth in Section 897(c)(1)(A)(ii) of the Code, and no interest in the Company constitutes a United States real property interest (as defined in section 897(c)(1) of the Code and the regulations promulgated thereunder), and (viii) the Purchaser shall deliver to the Sellers a certificate of the Purchaser, validly executed for and on behalf of the Purchaser and in the name of the Purchaser by a duly authorized officer thereof, certifying that (A) the representations and warranties of the Purchaser set forth in Section 3 are true and correct in all respects as of the Closing as though made as of the Closing, and (B) the Purchaser has performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Purchaser at or prior to the Closing. Such account or accounts referenced in this Section 1(c)(ii), Section 1(c)(iii) or Section 1(c)(iv) shall be designated by the applicable Seller, or equivalent certificatethe Purchaser, for as applicable, in writing to the CompanyPurchaser, dated within five or the Sellers, as applicable, at least four (54) Business Days prior to the Closing. Effective as of the Closing Date, issued by the appropriate Governmental Authority; Closing: (gw) each Seller shall deliverbe deemed to have withdrawn as a Member and a Class B Member, (x) each Seller’s rights in and to its Class B Units shall terminate, (y) each Seller shall have no further rights or cause to be deliveredobligations under the A&R LLC Agreement, except where the 280G Consent Documents; and A&R LLC Agreement contemplates that the rights or obligations of such Seller shall survive such Seller’s withdrawal as a Member and/or a Class B Member (hincluding Section 3.07, Section 6.04(c) The Parties (other than the proviso set forth therein and the last sentence of Section 6.04(c)), Section 5.03 and Section 12.08(c) of the A&R LLC Agreement, but not Section 7.01(b)(iii) of the A&R LLC Agreement), and (z) the Class B Member Representative shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIhave no further rights under the A&R LLC Agreement, except where the A&R LLC Agreement contemplates that the rights of the Class B Member Representative shall survive resignation or removal of the Class B Member Representative or the termination of the A&R LLC Agreement (including Section 12.08(c) of the A&R LLC Agreement).

Closing Deliveries. At A. On the Closing date, Seller shall deliver the following in escrow to the title company conducting the Closing: (i) Execute, acknowledge and deliver a special warranty deed in a form mutually agreed upon by Purchaser and Seller. (ii) Execute and deliver a Xxxx of Sale and Assignment in a form mutually agreed upon by purchaser and Seller, assigning to Purchaser all Service Contracts, licenses, permits, and certificates in the possession of Seller or its agents related to the Property, to the extent assignable and transferable without cost to Seller, and deliver the original of each of the foregoing to Purchaser if it is within the possession of Seller or, if not, deliver to Purchaser a true copy of each of the same, if available. (iii) Convey to Purchaser all personal property purchased hereunder, free and clear of all liens and encumbrances, by executing and delivering the Xxxx of Sale and Assignment referred to in clause (ii) above. (iv) Execute, acknowledge and deliver to Purchaser an Assignment of Leases in a form mutually agreed upon by Purchaser and Seller, assigning to Purchaser the Leases, and deliver to Purchaser the original executed copy of each Lease and all amendments thereto. (v) Deliver to Purchaser the Section 1445 Affidavit. Seller hereby agrees to indemnify and hold Purchaser harmless from and against all costs, losses, expenses, claims, liability, actions and causes of action arising out of or in any way related to the falsity of the Section 1445 Affidavit. (vi) Execute and deliver to the applicable title insurer an “owner’s affidavit”, in form reasonably acceptable to Purchaser, Seller and the title insurer and sufficient for the title insurer to delete any exceptions for (a) mechanics’ or materialmen’s liens arising from work at the Property which is the responsibility of Seller hereunder, (b) parties in possession, other than tenants as tenants only, and (c) matters not shown in the public records. (vii) The original of each estoppel certificate and each subordination, non-disturbance, and attornment executed by the tenant under the Lease. (viii) Assign in writing, transfer and deliver to Purchaser, all construction warranties and guaranties made for the benefit of Seller by any provider of labor or materials incorporated in the Improvements. (ix) Deliver a letter to Tenant (joined in by Purchaser) advising Tenant of the sale and the change in ownership. (x) Execute, acknowledge and deliver, as appropriate, all additional documents which may be necessary or appropriate to carry out the provisions of this Agreement. (xi) To the extent not previously delivered, maintenance records, keys and operating manuals that Seller has in its possession or control pertaining to the ownership, operation or maintenance of the Property. (xii) Seller shall deliverdeliver evidence reasonably sufficient to satisfy Purchaser’s title company that Seller is duly organized and, or cause to be deliveredas of the date of Closing, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer; (b) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially validly existing in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”)state of its formation, and shall cooperate that all actions have been taken by Seller which are necessary to cause the Indemnity Escrow Agent duly authorize Seller (and its attorneys in fact) to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with consummate the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made;. (fxiii) Seller shall deliver a certificate certification addressed to Purchaser and for its benefit (in form reasonably satisfactory to Purchaser) that (a) the Rent Roll and (b) all of good standingSeller’s representations, or equivalent certificatecovenants and warranties are each true, for the Company, dated within five (5) Business Days correct and complete as of the Closing Date, issued by the appropriate Governmental Authority;date of Closing. (gxiv) Seller A settlement statement prepared by Escrow Agent. B. On the Closing date, Purchaser shall deliver, or cause deliver the following in escrow to be delivered, the 280G Consent Documents; andtitle company conducting the Closing: (hi) Deliver the full amount of the Purchase Price specified herein in cash or immediately available Federal funds, together with any net adjustments due Seller as herein provided. (ii) Execute and deliver the assignment of contracts, licenses, permits and certificates specified in Section 13.A(ii) above and the Assignment of Leases specified in Section 13.A(iv) above. (iii) A settlement statement prepared by Escrow Agent. (iv) The Parties shall make such other deliveries as are required Property Management Agreement executed by and in accordance with Article VII and Article VIIIPurchaser.

Closing Deliveries. (a) At the Closing: (a) Seller , Veracyte shall deliver, or cause to be delivered, to Purchaser certificates representing NanoString the Shares duly endorsed for transfer following: - (i) the Cash Consideration, by wire transfer(s) of immediately available funds to one or accompanied more bank accounts designated in writing by duly executed stock powers or other form of assignment and transferNanoString (such designation to be made by NanoString at least two (2) business days prior to the Closing Date); (bii) Seller irrevocable instructions to Veracyte’s transfer agent instructing it to issue a stock certificate (or book entry entitlement) representing the Equity Consideration in the name of NanoString; (iii) evidence reasonably satisfactory to NanoString that the Equity Consideration has been authorized for listing (subject to notice of issuance) on the Nasdaq Global Market; (iv) the Service and Purchaser shall deliver, or cause to be delivered, a Supply Agreements and Transition Services Agreement, duly executed by Veracyte and any of Veracyte’s Subsidiaries named as a party thereto; (v) the Assignment and Assumption Agreement and Xxxx of Sale for the Purchased Assets and the Assumed Liabilities, in substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 attached as Exhibit C hereto (the “Transition Services AgreementAssignment Agreement and Xxxx of Sale”), duly executed by such Party;Veracyte and any of Veracyte’s Subsidiaries named as a party thereto; and (cvi) Seller to the extent applicable, with respect to jurisdictions outside the United States in which the Purchased Assets or Assumed Liabilities are located, counterparts of each asset purchase agreement, xxxx of sale, certificate of title, deed, assignment or other agreement or instrument of transfer (in a form that is consistent with the terms and Purchaser shall deliver, or cause to be deliveredconditions of this Agreement, the Indemnity Escrow Assignment Agreement substantially and Xxxx of Sale and otherwise customary in such jurisdiction) as the form attached as Exhibit A Parties mutually and reasonably agree are reasonably necessary or appropriate to effect the sale and transfer of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement (collectively, the “Indemnity Escrow AgreementForeign Closing Documents”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement;in each case, duly executed by Veracyte or any of Veracyte’s Subsidiaries named as a party thereto. (db) Seller At the Closing, NanoString shall deliver, or cause to be delivered, to Purchaser Veracyte the Company's following: (i) the Service and Company Subsidiaries' corporate minute books Supply Agreements and stock records Transition Services Agreement, duly executed by NanoString and other corporate books and recordseach Subsidiary of NanoString named as a party thereto; (eii) Seller shall delivera counterpart of the Assignment Agreement and Xxxx of Sale, duly executed by NanoString and each Subsidiary of NanoString named as a party thereto; - (iii) evidence satisfactory to Veracyte of (A) the novation or cause consent to be delivered, a certificate from each party assignment of any Person whose novation or consent to whom Transaction Expenses are dueassignment, as set forth on the Transaction Expenses Statementcase may be, certifying that such payment will may be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, required in connection with the transactions Transactions or any other transaction contemplated by this AgreementAgreement under the contracts listed or described on Schedule 2.8(b)(iii)(A) hereto, and(B) the termination of each of the contracts of NanoString listed or described on Schedule 2.8(b)(iii)(B) hereto, as applicable, attaching and (C) the amendment of each of the contracts of NanoString listed or described on Schedule 2.8(b)(iii)(C) hereto in the manner described on such Schedule with respect to each such contract; (iv) evidence reasonably satisfactory to Purchaser Veracyte that all agreements Liens on the Purchased Assets set forth on Schedule 2.8(b)(iv) shall have been released prior to or shall be released simultaneously with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeClosing; (fv) Seller shall deliver a certificate of good standingto the extent applicable, or equivalent certificate, for the Company, dated within five (5) Business Days counterparts of the Foreign Closing DateDocuments, issued duly executed by the appropriate Governmental Authority; (g) Seller shall deliver, NanoString or cause to be delivered, the 280G Consent Documentseach Subsidiary of NanoString named as a party thereto; and (hvi) The Parties shall make (A) from NanoString and each Subsidiary of NanoString that sells, transfers or assigns (or is treated as selling, transferring or assigning, for U.S. federal income tax purposes) any Purchased Assets or Assumed Liabilities and that is a “United States person” (as such other deliveries term is defined in Section 7701(a)(30) of the Code), a duly executed certificate of non-foreign status, substantially in the form of the sample certification set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B) and (B) from each Subsidiary of NanoString that sells, transfers or assigns (or is treated as are required by selling, transferring or assigning, for U.S. federal income tax purposes) any Purchased Assets or Assumed Liabilities and that is not a “United States person” (as such term is defined in accordance with Article VII and Article VIIISection 7701(a)(30) of the Code), a duly executed certificate to the effect that no such asset is a “United States real property interest.”

Closing Deliveries. At the Closing: (a) At Closing, Seller shall deliverexecute and/or deliver to Buyer the following (collectively "Seller's Closing Documents"): (i) The Deed; (ii) The Assignment, Xxxx of Sale and Assumption Agreement; (iii) A certificate from an officer of Seller reasonably acceptable to Buyer confirming the accuracy of the representations and warranties in Section 10 as of the Closing Date; (iv) Authorizing resolutions or cause minutes from Seller approving this Agreement and the transactions contemplated herein; (v) A FIRPTA affidavit to be deliveredthe effect that Seller is not a "foreign person" (as defined in Section 1445(f)(3) of the Code and the regulations issued thereunder); and (vi) A lease agreement, to Purchaser certificates representing by and between Buyer, as lessor, and Seller, as lessee, substantially in the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer;Exhibit E (the "Lease Agreement"). (b) At Closing, Buyer shall execute and/or deliver to Seller the following (collectively "Buyer's Closing Documents"): (i) Authorizing resolutions from Buyer approving this Agreement and Purchaser shall deliverthe transactions contemplated herein; (ii) The Assignment, or cause Xxxx of Sale and Assumption Agreement; (iii) A certificate from an officer of Buyer reasonably acceptable to be deliveredSeller confirming the accuracy of the representations and warranties in Section 11 as of the Closing Date; (iv) The Purchase Note executed by a duly authorized officer of Buyer; (v) A lease agreement, a Transition Services Agreement by and between Buyer, as lessor, and Seller, as lessee, substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 of Exhibit E (the “Transition Services "Lease Agreement”"), duly executed by such Party;. (c) Seller's Closing Documents and Buyer's Closing Documents shall be collectively called herein the "Closing Documents". Buyer and Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying agree that such payment will other documents as may be in full satisfaction legally necessary or appropriate to carry out the terms of all amounts owed to it this Agreement or as reasonably requested by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such other party in connection therewith will shall be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued executed and delivered by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIparty at Closing.

Closing Deliveries. At 8.1 Deliveries of Owners and Seller. On the Closing: (a) Closing Date, unless waived in writing by Buyer, the Seller shall deliver, or cause to be delivereddelivered to Buyer, the following documents and instruments, in form and substance reasonably satisfactory to Purchaser certificates representing Buyer and its counsel: (a) Executed Conveyance Documents, including the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other Xxxx of Sale and Assumption Agreement, substantially in the form of assignment and transferExhibit B attached hereto; (b) Seller An executed Assignment and Purchaser shall deliverAssumption Agreement, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Partyof Exhibit E attached hereto; (c) Evidence of the receipt of all third party consents required to be obtained in connection with the consummation of the transactions contemplated hereunder, including, without limitation, all consents applicable to the Leased Property, Authorizations and Furniture and Equipment; (d) An opinion of Xxxxxxx, Xxxxxxxxxxx & Xxxxxxxxx, counsel to Seller and Purchaser shall deliverthe Owners, or cause to be delivereddated the Closing Date, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsD attached hereto; (e) Seller shall deliverA certificate dated the Closing Date, or cause to be deliveredexecuted by Seller, a certificate from each party to whom Transaction Expenses are due, providing as set forth on attachments copies of resolutions approved by the Transaction Expenses Statementshareholders and the board of directors of Seller, certifying that the resolutions as attached to such payment will be certificate were duly adopted by the shareholders and the board of directors of Seller and that such resolutions remain in full satisfaction force and effect, authorizing and approving the execution by Seller of all amounts owed this Agreement and other documents related to it this transaction and approving the consummation by the Company or a Company Subsidiary, in connection with Seller of the transactions contemplated by this Agreement, such agreements and documents; and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a A certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued executed by Seller, providing as attachments Certificates of Good Standing for Seller certified by the appropriate Governmental Authority; state official in each state in which Seller is qualified, dated no earlier than ten (g10) Seller shall deliver, or cause days prior to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIClosing Date.

Closing Deliveries. At the Closing: (a) At Closing, Seller shall deliverexecute and/or deliver to Buyer the following (collectively "Seller's Closing Documents"): (i) The Deeds; (ii) The Assignment, Bill xx Sale and Assumption Agreement; (iii) A certificate from an officer of Seller reasonably acceptable to Buyer confirming the accuracy of the representations and warranties in Section 10 as of the Closing Date; (iv) Authorizing resolutions or cause minutes from Seller approving this Agreement and the transactions contemplated herein; (v) A FIRPTA affidavit to be deliveredthe effect that Seller is not a "foreign person" (as defined in Section 1445(f)(3) of the Code and the regulations issued thereunder); and (vi) Three (3) lease agreements, to Purchaser certificates representing each lease agreement by and between Buyer, as lessor, and Seller, as lessee, and each lease agreement substantially in the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer;Exhibit E (the "Lease Agreements"). (b) At Closing, Buyer shall execute and/or deliver to Seller the following (collectively "Buyer's Closing Documents"): (i) Authorizing resolutions from Buyer approving this Agreement and Purchaser shall deliverthe transactions contemplated herein; and (ii) A certificate from an officer of Buyer reasonably acceptable to Seller confirming the accuracy of the representations and warranties in Section 11 as of the Closing Date; (iii) The Purchase Note executed by a duly authorized officer of Buyer; (iv) Three (3) lease agreements, or cause to be deliveredeach lease agreement by and between Buyer, a Transition Services Agreement as lessor, and Seller, as lessee, and each lease agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 of Exhibit E (the “Transition Services "Lease Agreements"); and (v) The Assignment, Bill xx Sale and Assumption Agreement”), duly executed by such Party;. (c) Seller's Closing Documents and Buyer's Closing Documents shall be collectively called herein the "Closing Documents". Buyer and Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying agree that such payment will other documents as may be in full satisfaction legally necessary or appropriate to carry out the terms of all amounts owed to it this Agreement or as reasonably requested by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such other party in connection therewith will shall be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued executed and delivered by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIparty at Closing.

Closing Deliveries. At the Closing: , Seller, at its sole cost and expense, shall deliver to Purchaser the following items and documents (a) Seller which documents shall deliverbe in form and substance, as attached hereto, or cause otherwise reasonably satisfactory to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer; (b) Seller and Purchaser shall deliver, or cause to be delivered, Purchaser's attorneys): a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially Special Warranty Deed in the form attached hereto as Exhibit A B (the “Indemnity Escrow Agreement”"Deed"), executed by Seller, which Deed shall be in recordable form, duly executed and acknowledged; a Xxxx of Sale in the form attached hereto as Exhibit C (the "Xxxx of Sale") conveying, transferring and selling to Purchaser all right, title and interest of Seller in and to all of the Personal Property, executed by Seller; If and to the extent in the possession or control of Seller or any affiliate of Seller, all (i) original licenses and permits pertaining to the Property and which may be required for the use or occupancy thereof (the "Licenses and Permits"), (ii) required permanent certificates of occupancy for the Improvements relating to such Property ("Certificates of Occupancy"), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (diii) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books documents pertaining to the ownership, operation and records; maintenance of the Property (e) the "Property Documents"); all documentation in the possession of Seller or its affiliate with respect to the roof warranty, and Seller shall delivercooperate with Purchaser at Purchaser's expense in enforcing any such roof warranty prior to its expiration, or cause to be deliveredwhich obligation shall survive the Closing; an Assignment and Assumption of the Assigned Licenses and Permits, a certificate from each party to whom Transaction Expenses are dueCertificates of Occupancy, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of Property Documents and all amounts owed to it by the Company or a Company Subsidiary, assignable guaranties and warranties which Seller has received in connection with the transactions contemplated Property, if any, ("Guaranties and Warranties") in the form attached hereto as Exhibit D (the "Assignment and Assumption Agreement"), executed by this AgreementSeller; an executed Affidavit of Non-Foreign Status, andin the form attached hereto as Exhibit E, executed by Seller, certifying that Seller is not a "foreign person" pursuant to Section 1445 of the Internal Revenue Code of 1986, as applicableamended, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or and the Company after such payment is made; (f) Seller shall deliver regulations promulgated thereunder; an executed IRS Form 1099; a certificate of good standing, or equivalent certificate, for the Company, standing of Seller in its jurisdiction of formation dated within five no earlier than thirty (530) Business Days of days prior to the Closing DateDate and such other documents as Title Company may reasonably determine are necessary to evidence the authority of Seller to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by Seller pursuant to this Agreement; all keys to entrance doors to, issued and equipment and utility rooms located in, the Property in the possession of Seller or any affiliate of Seller, which keys shall be properly tagged for identification; an original title policy of title insurance with respect to the Property, in form and with endorsements acceptable to Purchaser in its sole discretion, and otherwise showing only the Permitted Title Exceptions and the Permitted Survey Conditions (it being understood and agreed that such title insurance policy may be delivered to Purchaser by the appropriate Governmental Authority; (g) Seller shall deliverTitle Company after the Closing); such reasonable and customary affidavits, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such indemnities and other deliveries as are required by the Title Company to deliver so-called "extended coverage", executed by Seller; if and to the extent in accordance with Article VII the possession or control of Seller or any affiliate of Seller, any and Article VIIIall plans and specifications pertaining to the Property; evidence of termination of any and all leases, or other occupancy, service contracts, operational, or other arrangements in effect prior to the Closing Date; such other reasonable and customary documents as may be reasonably required to effectuate the transactions contemplated by this Agreement and/or to effectuate the closing of the transaction contemplated hereunder, including, without limitation, any and all documents (if any) required by Section 12 of this Agreement; and a certification updating the representations and warranties given by Seller pursuant to Section 9.1 hereof, executed by Seller.

Closing Deliveries. At the Closing: (a) Seller shall deliver, or cause to be delivered, to Purchaser certificates representing The purchase and sale of the Shares duly endorsed for transfer shall be held on or accompanied by duly executed stock powers or other form of assignment and transfer; (b) Seller and Purchaser shall deliverbefore July 10, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 2018 (the “Transition Services AgreementClosing”), duly executed by such Party; subject to (ci) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity conditions precedent set forth in the Escrow Agreement substantially in the form attached as Exhibit A between McMurdo Law Group, LLC (the “Indemnity Escrow Agent”) and the Parties (the “Escrow Agreement”), (ii) the Form 10-K for the year ending March 31, 2018 being filed and the Accounts Payable listed therein being part of the disbursement instructions, and (iii) the tax returns being filed for the previous financial years since inception. (b) At the Closing, Selling Party shall cooperate to cause the Indemnity Escrow Agent to execute deliver to Purchaser (A) a stock certificate evidencing the Shares, duly endorsed in blank or accompanied by medallion guaranteed stock powers duly executed in blank, or other instruments of transfer in form and substance reasonably satisfactory to Purchaser (B) any documentary evidence of the due recordation in the Company’s share register of Purchaser’s full and unrestricted title to the Shares, (C) this Agreement executed (D) Executive’s resignation as an officer and director and the appointment of Purchaser as the sole officer and director, in the form attached hereto as Exhibit A, which Company and Seller represent is in compliance with the Company’s Bylaws, (E) a written waiver of any liability of the related-party payable, in the form attached hereto as Exhibit B, (F) an Assignment of Assets and Assumption of Liabilities Agreement between the Company and its assignee transferring any and all assets used in the Company’s business or in accounts controlled by the Company, and assumption of any and all related liabilities thereto, in the form attached hereto as Exhibit C, and (G) such other documents as may be required under applicable law or reasonably requested by Purchaser, including the Company’s EXXXX codes and corporate governance documents, which shall be produced to Purchaser during due diligence under this Agreement. (c) At the Closing, Purchaser shall cause the Escrow Agent to deliver such Indemnity Escrow Agreement;the Purchase Price to Selling Party, and his assignees, by wire transfer of immediately available funds to accounts designated by the Selling Party. (d) Seller At the Closing, the Selling Party shall deliver, or cause to be delivered, to Purchaser the Company's assume liability for any remaining accounts payable and Company Subsidiaries' corporate minute books accrued expenses and stock records any unpaid sales and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are dueincome tax, as disclosed on Schedule 3(d), which shall be paid at the time of Closing. Payment of those obligations set forth on the Transaction Expenses Statementat Schedule 3(d), certifying that such payment will be in full satisfaction of all amounts owed if any, is a condition precedent to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by Purchaser’s obligations under this Agreement, and, as applicable, attaching evidence reasonably satisfactory . Failure to pay those obligations set forth at Schedule 3(d) at Closing constitutes a timely notice by Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days under Section 3.1 of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIEscrow Agreement.

Closing Deliveries. At the Closing: (a) Seller the Sellers shall deliver, or cause to be delivered, to the Purchaser or its designees: (i) certificates representing evidencing the Shares Interests, duly endorsed for transfer in blank or accompanied by duly executed stock powers or other form an instrument of assignment and transferassumption of the Interests duly executed by the Sellers evidencing transfer to the Purchaser of the Interests; (bii) a certificate pursuant to Section 1445(b)(2) of the Code from each of the Dighton Seller and Purchaser shall deliverthe Milford Seller, in each case providing that such Seller (or cause to be deliveredif such Seller is a disregarded entity for U.S. federal income tax purposes, such Seller’s first regarded parent entity) is not a Transition Services Agreement foreign person, substantially in the form agreed to by Purchaser and Seller pursuant to provided in Treasury Regulation Section 6.20 1.1445-2(b)(2)(iv)(B) (the “Transition Services AgreementFIRPTA Certificates”), duly executed ; provided that the Purchaser’s sole right in the event the Sellers fail to cause such FIRPTA Certificates to be delivered pursuant to this clause (ii) shall be to make an appropriate withholding to the extent determined in the Purchaser’s sole discretion to be required by such PartySection 1445 of the Code; (ciii) the Seller Guaranty, substantially in the form attached hereto as Exhibit A; (iv) evidence reasonably satisfactory to the Chicago Title Insurance Company or such other nationally-recognized title company as Purchaser may select (the “Title Company”) of the satisfaction and Purchaser shall deliverdischarge of all Liens securing Indebtedness for borrowed money, capitalized lease obligations and mechanics and materialman’s liens that are not Permitted Liens (A) payable by the Acquired Companies, (B) secured by any of the Assets or cause (C) which otherwise constitute Liens on any of the Assets; (v) affidavits to be delivered, the Indemnity Escrow Agreement substantially Title Company from each Seller in the form attached as Exhibit A (the “Indemnity Escrow Agreement”)B-1 hereto, and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreementexecuted by each Seller; (dvi) affidavits to the Title Company from each Seller in the form attached as Exhibit B-2 hereto, executed by each Seller; (vii) an updated “Phase I” environmental assessment report for each Facility, issued to the applicable Acquired Company, dated no earlier than 180 days from the Closing Date, together with customary documentation allowing the Purchaser and its Financing Providers to rely on such “Phase I” reports for the Facilities; (viii) all books and records (including all data, procedures, drawings and reports) (1) of, or primarily relating to, the Acquired Companies, (2) relating to the Milford Uprate, or (3) relating to regulatory compliance of the Facilities or the Acquired Companies (provided that, for the avoidance of doubt, any information that is primarily related to facilities or companies other than the Acquired Companies or the Milford Uprate and is included in the books and records delivered by Sellers in accordance with this paragraph (viii) may be redacted), in each case to the extent such books and records are not physically located at the Facilities and are in possession or under the control of the Seller or its Affiliates, whether in hard or soft copy or on a central data server other than (A) records and information concerning the drafting of this Agreement and the negotiations of the transactions contemplated hereby, (B) all market forecasts and similar information prepared by or in the possession of Sellers or their Affiliates and (C) records and information which any Seller reasonably believes, in reliance on the advice of legal counsel, it or any Acquired Company is prohibited from providing to the Purchaser by reason of any applicable Law or order (provided, that Sellers shall deliver a written list of any such records or information, which shall, if legally permissible, specify the applicable Law or order which the applicable Seller reasonably believes prohibits delivery of such records or information to Purchaser); (ix) confirmation by Seller Guarantor of the termination of the Confidentiality Agreement with respect to Confidential Information relating solely to the Acquired Companies in accordance with Section 6.04 (x) the Back-to-Back Agreement, executed and delivered by Dynegy Marketing and Trade, LLC; and (xi) such other documents and instruments as are required to be delivered by the Sellers at or prior to the Closing pursuant to Section 7.02 or as are otherwise reasonably required in connection with this Agreement. (b) The Purchaser shall: (i) make the payment required to be made by it pursuant to Section 2.02(c); and (ii) deliver, or cause to be delivered, to Purchaser the Company's Sellers: (A) the instrument of assignment and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsassumption, if applicable, duly executed by the Purchaser; (eB) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Back-to-Back Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to duly executed by Purchaser or the Company after such payment is made; its designee (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the including any applicable Acquired Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents); and (hC) The Parties shall make such other deliveries documents and instruments as are required to be delivered by and the Purchaser at or prior to the Closing Date pursuant to Section 7.03 or as are otherwise reasonably required in accordance connection with Article VII and Article VIIIthis Agreement.

Closing Deliveries. At the Closing: (a) Seller shall deliver, or cause to be delivered, to Purchaser certificates representing The purchase and sale of the Shares duly endorsed for transfer shall be held on or accompanied by duly executed stock powers or other form of assignment and transfer;before August 22, 2016 (the "Closing"). (b) At the Closing, Seller and Purchaser shall deliver, or cause deliver to be delivered, a Transition Services Agreement substantially in Purchaser’s legal counsel (i) stock certificates evidencing the form agreed to by Purchaser and Seller pursuant to Section 6.20 Shares Sold (the “Transition Services AgreementCertificates”), duly endorsed in blank or accompanied by stock powers duly executed in blank with medallion guarantee, or other instruments of transfer in form and substance reasonably satisfactory to Purchaser (the “Transfer Documents”), (ii) documentary evidence of the Seller’s purchase of and payment for the Shares Sold (i.e. cancelled check, wire confirmation or bank statement), (iii) due recordation in the Company's share register of Purchaser's full and unrestricted title to the Shares Sold, (iv) documents to substantiate identification of Seller (i.e. driver’s license or Passport) and (iv) such other documents as may be required under applicable law or reasonably requested by such Party;Purchaser. (c) Seller and At or prior to Closing, Purchaser shall deliverdeliver the Purchase Price to Purchaser’s legal counsel (“Counsel”) by wire transfer or other means of immediately available funds. Counsel shall then deliver the Certificates and Transfer Documents to the Company’s transfer agent. Within 2 business days of Counsel’s confirmation of (i) the receipt of such items, or cause (ii) that no further documentation is required to be delivered, transfer the Indemnity Escrow Agreement substantially Shares Sold to the Purchaser; (iii) confirmation from the transfer agent that there have been no changes in the form attached Company’s capitalization as Exhibit A (represented to the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or as of the date of this Agreement; and (iv) confirmation of the ownership of Seller’s Shares Sold; then Counsel shall deliver to the Seller the Net Cash Purchase Price by wire transfer of immediately available funds to the Seller’s representative identified on Exhibit B attached hereto. Seller hereby authorizes the Purchaser to deduct from its Cash Purchase Price, any bank wire fee incurred by Counsel and a Company Subsidiary, processing fee of $45.00 charged by Counsel in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days disbursement of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIPurchase Price.

Closing Deliveries. At Contemporaneously with the Closingexecution and delivery of this Agreement: (a) Seller shall deliverwill endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law to effect or record the transfer of any Asset for which ownership is evidenced by a certificate of title, or cause to be deliveredif any, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or Buyer and to convey to Buyer good and marketable title in such Assets, free and clear of any Liens, other form of assignment and transferthan Permitted Liens; (b) Seller will execute and Purchaser shall deliverdeliver to Buyer a Xxxx of Sale conveying the Assets to Buyer, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Partywhich is attached hereto as Exhibit A; (c) Buyer and Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to will execute and deliver such Indemnity Escrow Agreementto each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, which is attached hereto as Exhibit B; (d) B G Staff Services Inc. and Seller shall deliverwill execute and deliver to each other an employee lease agreement, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordswhich is attached hereto as Exhibit C; (e) Seller shall deliverB G Staff Services Inc. and the Selling Person will execute and deliver to each other an employment agreement (the “Employment Agreement”), or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, which is attached hereto as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeExhibit D; (f) Seller shall will deliver a certificate to Buyer executed UCC Termination Statements or other evidence satisfactory to Buyer, such as customary payoff letters, to evidence the release of good standingany and all Liens on the Assets, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authorityother than Permitted Liens; (g) Seller shall deliverwill deliver to Buyer all third Person consents that are necessary for the transfer of any Assets, or cause including the Assumed Contracts, in accordance with Section 4.8; (h) Seller will execute and deliver to be deliveredBuyer such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Buyer in order to convey to Buyer all right, title and interest in and to the 280G Consent DocumentsAssets in the manner provided for in this Agreement; and (hi) The Parties shall Seller will deliver to Buyer or otherwise make available the originals or copies of all of Seller’s books, Records, ledgers, disks, proprietary information and other data relating to the Assets and the Business and all other written or electronic depositories of information relating to the Assets and the Business, including any log-in information and passwords necessary to access such other deliveries as are required by and in accordance with Article VII and Article VIIIinformation (except for the Purchase Price).

Closing Deliveries. At the Closing: (a) At or prior to the Closing, Seller shall deliver, deliver or cause to be delivereddelivered to Acquiror the following: (i) evidence of the obtaining of, or, with respect to Purchaser certificates representing the Shares Seller Consents that only require notice or filing, the notice or filing with respect to, the Seller Consents; (ii) the certificate to be delivered pursuant to Section 6.2(c); (iii) a certificate of good standing of the Company and each Subsidiary from its state of organization dated within ten (10) days of the Closing Date; (iv) evidence reasonably satisfactory to Acquiror that, upon the full payment by Acquiror of the amounts required by Section 2.3(a)(ii), all Encumbrances in favor of the holders of Funded Indebtedness covered under clause (i) of the definition of Funded Indebtedness will be automatically terminated and released and that the Company and/or Acquiror will be authorized to file and record all lien release documentation necessary to document the release of such Encumbrances; (v) certified copies of the resolutions or consents duly endorsed for transfer or accompanied adopted by Seller's sole member authorizing Seller's execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a party and the consummation of all transactions contemplated on its part hereby and thereby; (vi) a duly executed stock powers or other copy of an instrument of assignment effecting the transfer and assignment of such Membership Interests to Acquiror at the Closing in form and substance reasonably satisfactory to Acquiror; and (vii) an opinion from the Company's outside regulatory counsel in the form of assignment and transfer;Exhibit A hereto. (b) Seller and Purchaser At or prior to the Closing, Acquiror shall deliver, deliver or cause to be delivered, a Transition Services Agreement substantially in the form agreed delivered to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party;Seller: (ci) Seller and Purchaser shall deliverevidence of the obtaining of, or, with respect to Acquiror Consents that only require notice or cause to be deliveredfiling, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, notice or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection filing with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be deliveredrespect to, the 280G Consent DocumentsAcquiror Consents; and (hii) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIthe certificate to be delivered pursuant to Section 6.3(c).

Closing Deliveries. (a) At the Closing: (a) , the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) the certificates representing the Purchased Shares duly endorsed for transfer or accompanied by the Seller; (ii) a certified copy of the written resolution of the board of directors of the Target Company approving the transfer of the Purchased Shares to the Purchaser, duly executed stock powers by an officer of the Target Company, and in a form satisfactory to the Seller and its solicitor, acting reasonably. (iii) a certified copy of the resolution of the Seller which authorizes the execution and delivery of this Agreement and the completion of the sale of the Purchased Shares and that transactions related thereto contemplated in this Agreement, and in a form satisfactory to the Seller and its solicitor, acting reasonably; (iv) a receipt for the Purchase Price paid pursuant to Section 8.2(a)(i), duly executed by the Seller; (v) [Intentionally Deleted]; (vi) resignations of all directors and officers of the Target Company as of the Closing Date and the mutual release referred to in Section 8.2(b)(vii) executed by each such director and officer; (vii) to the extent received at or prior to Closing, the certificates referred to in Section 2.9; (viii) the Product Sales Agreements, duly executed by Xxxxxxxx Olefins, L.L.C; (ix) a termination agreement or agreements in respect of those agreements or arrangements set forth on Schedule 3.17 that will be terminated at or prior to Closing on a basis consistent with Section 6.7(a), in a form satisfactory to the Seller and its solicitor, acting reasonably, executed by the Seller and/or the other form of assignment applicable parties; and (x) if required in accordance herewith, the Closing Escrow Agreement, duly executed by the Seller and transfer;the Closing Escrow Agent. (b) Seller and At the Closing, the Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in to the form agreed to by Purchaser and Seller the following, or shall take the following actions: (i) the Purchase Price, as adjusted pursuant to Section 6.20 2.3 and subject to withholding as provided in Section 2.9(b), as provided in Section 2.4; (ii) [Intentionally Deleted]; (iii) the “Transition Services Withholding Amount (if any) shall be paid to the Closing Escrow Agent as provided in Section 2.4; (iv) [Intentionally Deleted]; (v) a certified copy of the resolution of the Purchaser which authorizes the execution and delivery of this Agreement and the completion of the purchase of the Purchased Shares and that transactions related thereto contemplated in this Agreement”, and in a form satisfactory to the Purchaser and its solicitor, acting reasonably; (vi) guarantees from the Purchaser for the benefit of the Seller and its Affiliates as required pursuant to Section 6.6, duly executed by the Purchaser; (vii) a mutual release in respect of each director and officer of the Target Company that resigned as of the Closing Date, in form set forth in Exhibit 8.2(b)(vii), duly executed by such Partythe Target Company; (viii) the Product Sales Agreements, duly executed by the Target Company; (ix) if required in accordance herewith, the Closing Escrow Agreement, duly executed by the Purchaser; and (x) to the extent received by the Purchaser at or prior to Closing, each assignment and novation agreement that has been executed by the third party thereto as contemplated in Section 6.6(b). (c) All deliveries of the Seller and the Purchaser shall deliverpursuant to this Section 8.2 shall, or cause to be deliveredexcept as otherwise stated, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed a form reasonably acceptable to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days each of the Closing DateSeller and the Purchaser and their respective solicitors, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIacting reasonably.

Closing Deliveries. At the Closing: (a) At or prior to the Closing, Seller shall deliver, deliver or cause to be delivereddelivered to Acquiror the following: (i) evidence of the obtaining of, or, with respect to Purchaser certificates representing the Shares Seller Consents that only require notice or filing, the notice or filing with respect to, the Seller Consents; (ii) the certificate to be delivered pursuant to Section 6.2(c); (iii) a certificate of good standing of the Company and each Subsidiary from its state of organization dated within ten (10) days of the Closing Date; (iv) evidence reasonably satisfactory to Acquiror that, upon the full payment by Acquiror of the amounts required by Section 2.3(a)(ii), all Encumbrances in favor of the holders of Funded Indebtedness covered under clause (i) of the definition of Funded Indebtedness will be automatically terminated and released and that the Company and/or Acquiror will be authorized to file and record all lien release documentation necessary to document the release of such Encumbrances; (v) certified copies of the resolutions or consents duly endorsed for transfer or accompanied adopted by Seller’s sole member authorizing Seller’s execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a party and the consummation of all transactions contemplated on its part hereby and thereby; (vi) a duly executed stock powers or other copy of an instrument of assignment effecting the transfer and assignment of such Membership Interests to Acquiror at the Closing in form and substance reasonably satisfactory to Acquiror; and (vii) an opinion from the Company’s outside regulatory counsel in the form of assignment and transfer;Exhibit A hereto. (b) Seller and Purchaser At or prior to the Closing, Acquiror shall deliver, deliver or cause to be delivered, a Transition Services Agreement substantially in the form agreed delivered to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party;Seller: (ci) Seller and Purchaser shall deliverevidence of the obtaining of, or, with respect to Acquiror Consents that only require notice or cause to be deliveredfiling, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, notice or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection filing with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be deliveredrespect to, the 280G Consent DocumentsAcquiror Consents; and (hii) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIthe certificate to be delivered pursuant to Section 6.3(c).

Closing Deliveries. At the In addition to any other documents to be delivered or other conditions to be satisfied or obligations to be performed under other provisions of this Agreement, at or prior to Closing: (a) Seller shall deliver, have delivered or cause otherwise provided (or caused to be delivered, have been delivered or otherwise provided) to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer;Buyer: (bi) Seller the Xxxx of Sale and Purchaser shall deliverAssignment and Assumption Agreement for all the Acquired Assets and Assumed Liabilities, or cause to be delivered, a Transition Services Agreement substantially in the form and substance agreed to upon by Purchaser Buyer and Seller pursuant to Section 6.20 (the “Transition Services Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by such PartySeller; (cii) Seller an assignment of all Intellectual Property Rights and Purchaser shall deliverLicensed Rights, or cause to be deliveredif any, the Indemnity Escrow Agreement substantially and separate assignment of all registered Intellectual Property Rights, if any, in the form attached as Exhibit A and substance agreed upon by Buyer and Seller, duly executed by Seller; (iii) for each interest in Leased Real Property either a new lease (the “Indemnity New Leases”) or a real estate transition services agreement (the “RE Transition Services Agreement”), in each case, in form and substance agreed upon by Buyer and Seller and executed by Seller and the respective Lessors of the Leased Real Property; (iv) customary pay-off letters for all Indebtedness secured by any Encumbrance on the Acquired Assets, evidencing the total pay-off amounts thereof (the “Loan Payoff Amount”) and indicating the release, upon payment of the Loan Payoff Amount, of all such Encumbrances; (v) a counterpart signature page to the Stockholders Agreement, executed by Seller; (vi) the escrow agreement in form and substance agreed upon by Buyer and Seller (the “Escrow Agreement”), executed by Seller and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow AgreementBuyer; (dvii) a certificate, pursuant to and in the form described in Treasury Regulations Section 1.1445-2(b)(2), certifying that Seller is not a foreign person within the meaning of Code Sections 1445 and 897 (a “FIRPTA Certificate”); provided, that notwithstanding anything to the contrary in this Agreement, if Buyer does not obtain a FIRPTA Certificate from Seller, Buyer shall deliver, or cause be entitled to proceed with the Closing and withhold from the Gross Consideration (and any adjustment thereto) otherwise payable to Seller the appropriate amounts required to be delivered, withheld pursuant to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsCode Section 1445; (eviii) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are dueof the Secretary (or equivalent thereof) of Seller certifying, as set forth on complete and accurate as of the Transaction Expenses StatementClosing, attached copies of the Governing Documents of Seller, certifying that such payment will be in full satisfaction and attaching all requisite resolutions or actions of all amounts owed to it by Seller’s board of directors and equity holders approving the Company or a Company Subsidiary, in connection with the transactions contemplated by execution and delivery of this Agreement, andthe documents delivered hereby, as applicablethe consummation of the Contemplated Transactions and the change of name contemplated by Section 7.8, attaching evidence reasonably satisfactory and certifying to Purchaser that all agreements the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions, accompanied by the requisite documents for amending the relevant Governing Documents of Seller required to effect such change of name in form sufficient for filing with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeappropriate Governmental Body; (fix) Seller shall deliver the Consents and Governmental Authorizations set forth in Schedule 2.7(a)(ix), duly executed by the applicable Governmental Body or other Third Party; (x) certificates dated as of a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of date not earlier than ten calendar days prior to the Closing Dateas to the good standing of Seller, issued executed by the appropriate Governmental Authorityofficials of the state where Seller is organized and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation or entity as specified in Schedule 3.1(a); (gxi) employment agreements in form and substance agreed upon by Buyer and Seller shall deliver, or cause and Owners and executed by Xx. Xxxxxx and Xx. Xxxxxxxxxxx respectively (the “Employment Agreements”); (xii) evidence satisfactory to be delivered, the 280G Consent DocumentsBuyer that Seller has terminated all Current Employees; and (hxiii) The Parties a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Sections 6.2(a) and (b) have been satisfied. (b) Buyer shall make have delivered (or caused to have been delivered): (i) the R&W Policy and the Product Liability Policy, both fully paid for by Buyer; (ii) to Seller, the Cash Purchase Price plus the Estimated Adjustment Amount less the Indemnification Escrow Amount less the Special Escrow Amount less the Policy Expenses less the Loan Payoff Amount by wire transfer to an account or accounts and in such other deliveries as are required amounts specified by Seller in writing; (iii) to Seller, an aggregate number of Shares equal to the quotient obtained by dividing (A) the Contribution Value by (B) the Share Price; (iv) to Seller, the Escrow Agreement, the Xxxx of Sale and Assignment and Assumption Agreement, the New Leases, the RE Transition Services Agreement and the Employment Agreements, each duly executed by Buyer; (v) to the Escrow Agent in accordance with Article VII the Escrow Agreement, the Initial Indemnification Escrow Amount and Article VIIIthe Special Escrow Amount; (vi) to the Persons specified, and as directed, in the applicable pay-off letters, the Loan Payoff Amount; (vii) to Seller, a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions; (viii) a certificate dated as of the date not earlier than ten calendar days prior to the Closing as to the good standing of Buyer, certified by the appropriate officials of the state where Buyer is organized; (ix) a counterpart signature page to the Stockholders Agreement, executed by Buyer Parent; (x) to Seller, a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Sections 6.1(a) and (b) has been satisfied; and (xi) evidence satisfactory to Seller that Buyer has hired or extended offers of employment to (on substantially similar terms and conditions as with their employment with Seller) a sufficient number of Seller’s employees so that Seller will not incur liability under the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) as a result of the Contemplated Transactions.

Closing Deliveries. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller the Company shall deliver, deliver or cause to be delivereddelivered to Purchaser: (i) the LLC Agreement, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form by the RHP Member, the Company and Ultimate Parent; (ii) a copy of assignment the Services Agreement, duly executed by Ultimate Parent, RHP Operating Partnership, the Company and transferOEG Borrower, LLC; (iii) a copy of the Corporate Office Lease, duly executed by RHP Corporate Properties, LLC and Ryman Corporate Properties, LLC; (iv) a copy of the Field Shop Lease, duly executed by the RHP Member and Gxxxx Xxx Xxxx, LLC; (v) a copy of the Cumberland Depot Lease, duly executed by Opryland Attractions, LLC and Cumberland Depot, LLC; (vi) a copy of the Parking Lot Lease, duly executed by RHP Operations OH, LLC and Gxxxx Xxx Xxxx, LLC; and (vii) the LMA and Option Agreement, duly executed by the WSM Licensee and Gxxxx Xxx Xxxx, LLC. (b) Seller and Purchaser shall deliver, deliver or cause to be delivered, a Transition Services Agreement substantially in delivered to the form agreed Company: (i) the Estimated Purchase Price by wire transfer of immediately available funds to an account designated by Purchaser and Seller pursuant to Section 6.20 the Company; (ii) the “Transition Services LLC Agreement”), duly executed by such Party;Purchaser; and (iii) an amount equal to the Purchaser Expense Sharing Amount; provided that the Company shall notify Purchaser of the amount set forth in clause (i) of the definition of the Purchaser Expense Sharing Amount at the time the Estimated Closing Statement is delivered. (c) Seller and Purchaser shall deliver, or cause to be deliveredFor purposes of this Agreement, the Indemnity Escrow Agreement substantially parties agree that at the Closing the following payments will be made in the form attached as Exhibit A following order (all of which shall be deemed to occur at the “Indemnity Escrow Agreement”)Closing): (i) the payment to the Company of the Purchaser Expense Sharing Amount by Purchaser, and shall cooperate (ii) the payment to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; Company of the Debt Financing by the applicable Financing Sources, (diii) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and payment by the Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts that would constitute Company Transaction Expenses to the extent unpaid as of the Closing, (iv) the payment to the Company of the Estimated Purchase Price by Purchaser, (v) the repayment or extinguishment of the intercompany accounts owed to it by the Company or a Company Subsidiary, in connection with any of the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory OEG Subsidiaries to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty the Ultimate Parent or further obligation to Purchaser or any of its Subsidiaries (other than the Company after such payment is made; and the OEG Subsidiaries), including the Intercompany Note and the Intercompany Revolver pursuant to Section 2.7, and (fvi) Seller shall deliver a certificate of good standingto the extent any funds are remaining thereafter, or equivalent certificate, for the Company, dated within five (5) Business Days making of the Closing Date, issued Distribution by the appropriate Governmental Authority; (g) Seller shall deliver, or cause Company to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIRHP Member.

Closing Deliveries. (a) At the ClosingClosing (except as expressly provided below), Xxxxxx is delivering to the Purchaser: (ai) Seller shall delivera xxxx of sale executed by Comerica transferring the Foreclosure Assets to Purchaser; (ii) such deeds, bills of sale and other instruments of sale, transfer, conveyance, assignment and delivery covering the Foreclosure Assets or cause any part thereof, executed by Xxxxxx or other appropriate parties, as Purchaser has reasonably requested to be deliveredassure the full and effective sale, transfer, conveyance, assignment and delivery to Purchaser certificates representing of such Foreclosure Assets, free and clear of any rights and claims of third parties; (iii) such assignments covering the Shares duly endorsed for transfer Intellectual Property or accompanied any part thereof, executed by duly executed stock powers Xxxxxx or other form appropriate parties (including, without limitation, Comerica, Maxxim Medical Corp., Xxxxx X. Xxxxxxxx, and Hydra-Gym Athletics, Inc.), as Purchaser has reasonably requested to assure the full and effective assignment to Purchaser of such Intellectual Property, free and clear of any rights and claims of third parties, all in forms sufficient for filing with the United States Patent and Trademark Office (collectively, the "INTELLECTUAL PROPERTY ASSIGNMENTS"); (iv) certified copies of resolutions duly adopted by the board of directors of Xxxxxx, authorizing and approving the execution and delivery of this Agreement, including any exhibits or schedules hereto, and the consummation of the transactions contemplated herein; and (v) such other separate instruments of sale, assignment and transfer;or transfer reasonably required by Purchaser. (b) Seller and At the Closing, the Purchaser shall deliver, or cause is delivering to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party;Xxxxxx: (ci) Seller and Purchaser shall deliver, or cause evidence that the Purchase Price has been paid to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent DocumentsComerica; and (hii) The Parties shall make such other deliveries as are required certified copies of resolutions duly adopted by the general partner of Purchaser, authorizing and in accordance with Article VII approving the execution and Article VIIIdelivery of this Agreement, including any exhibits or schedules hereto, and the consummation of the transactions contemplated herein.

Closing Deliveries. At the In addition to any other documents to be delivered or other conditions to be satisfied or obligations to be performed under other provisions of this Agreement, at or prior to Closing: (a) Each Seller shall deliverhave delivered or otherwise provided (or caused to have been delivered or otherwise provided) to Buyer Representative, together with, if and to the extent applicable, funds sufficient to pay all Taxes necessary for the transfer, filing or cause recording thereof: (1) a Xxxx of Sale for the (a) TW Assets sold to be deliveredFox, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer; (b) Seller Inventory Assets sold to CA Buyer and Purchaser shall deliver(c) balance of the Acquired Assets sold to CA Buyer and US Buyer and (2) an Assignment and Assumption Agreement for the Assumed Liabilities in form and substance reasonably satisfactory to Sellers and Buyer Representative (collectively, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services AgreementXxxx of Sale and Assignment and Assumption Agreements”), duly executed by such Partyeach applicable Seller; (cii) Seller assignments of all Intellectual Property Rights and Purchaser shall deliverLicensed Rights, or cause if any, together with the Perpetual Non-US IP License and One-Year Non-US IP License, and separate assignments of all registered Intellectual Property Rights, if any, in form and substance satisfactory to be deliveredBuyer Representative, the Indemnity Escrow Agreement substantially duly executed by CA Seller; (iii) for each interest in the Leased Real Property, an assignment and assumption of lease or such other appropriate document or instrument of transfer, as the case may require, each in form attached and substance satisfactory to Buyer Representative and its legal counsel and executed by such Seller; (iv) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as Exhibit A may reasonably be requested by Buyer Representative, each in form and substance satisfactory to Buyer Representative and its legal counsel and executed by such Seller; (v) an employment agreement executed by each of Xxxxx Xxxxxx and Xxxxx Xxxxxx in form and substance reasonably satisfactory to Sellers and Buyer Representative (the “Indemnity Employment Agreements”); (vi) a customary pay-off letter or letters for all Indebtedness secured by any Encumbrance on the Acquired Assets, evidencing the total pay-off amount thereof (the “Loan Payoff Amount”) and indicating the release, upon payment of the Loan Payoff Amount, of all such Encumbrances and otherwise in form and substance reasonably satisfactory to Buyer Representative and its legal counsel; (vii) an escrow agreement in in form and substance reasonably satisfactory to Sellers and Buyer Representative (the “Escrow Agreement”), executed by such Seller, Seller Representative, Buyer Representative and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow AgreementAgent; (dviii) a certificate of the Secretary (or equivalent thereof) of such Seller shall delivercertifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of such Seller, certifying and attaching all requisite resolutions or cause actions of such Seller’s board of directors and equity holders approving the execution and delivery of this Agreement, including special resolutions of equity holders, the documents delivered hereby, the consummation of the Acquisition and the change of name contemplated by Section 7.9, and certifying to be deliveredthe incumbency and signatures of the officers of such Seller executing this Agreement and any other document relating to the Acquisition, accompanied by the requisite documents for amending the relevant Governing Documents of such Seller required to Purchaser effect such change of name in form sufficient for filing with the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsappropriate Governmental Body; (eix) the Consents and Governmental Authorizations set forth in Schedule 2.7(a)(ix), duly executed by the applicable Governmental Body or other Third Party; (x) if requested by Buyer Representative, any Consents or other instruments that may be required to permit each applicable Buyer’s qualification in each jurisdiction in which such Seller shall deliveris licensed or qualified to do business as a foreign corporation or entity under the name “Easton Cycling,” “Race Face” or any derivative thereof; (xi) releases of all Encumbrances on the Acquired Assets (other than Permitted Encumbrances), including all Encumbrances in favor of Royal Bank of Canada (with respect to that certain (1) agreement dated February 19, 2013 with RF Canada, as amended, or cause to be delivered(2) agreement dated May 28, a certificate from each party to whom Transaction Expenses are due2014 with Easton Canada, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction amended) pursuant to release documents satisfactory to Buyer Representative; (xii) certificates of all amounts owed to it by the Company status or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, andgood standing, as applicable, attaching dated as of a date not earlier than seven calendar days prior to the Closing as to the status or good standing, as applicable, of such Seller and payment of all applicable state Taxes by such Seller, executed by the appropriate officials of the state where such Seller is organized and each jurisdiction in which such Seller is licensed or qualified to do business as a foreign corporation or entity as specified in Schedule 3.1(a); (xiii) evidence satisfactory to Buyer Representative that such Seller has, effective as of the Closing, terminated all Current Employees and provided notice of the Buyer’s intentions to offer continuing employment; (xiv) an anticorruption certificate in form and substance reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the CompanySellers and Buyer Representative, dated within five (5) Business Days as of the Closing Date, issued signed by the appropriate Governmental Authorityeach Seller and Owner Guarantor; (gxv) evidence reasonably satisfactory to Buyer Representative that CA Seller shall deliverhas registered for the purposes of the GST/HST under the ETA, or cause to be deliveredincluding the registration number received thereunder; (xvi) certificates, duly executed and acknowledged and made in accordance with applicable Treasury Regulations, certifying that none of the 280G Consent DocumentsAcquired Assets are US real property interests within the meaning of the Foreign Investment in Real Property Tax Act and thus Sellers are exempt from withholding thereunder; and (hxvii) The Parties a certificate, dated the Closing Date and signed by a duly authorized officer of such Seller, that each of the conditions set forth in Sections 5.2(a) and 5.2(b) have been satisfied. (b) Buyers shall make have delivered (or caused to have been delivered): (i) to Seller Representative, on behalf of Sellers, the Base Purchase Price plus the Estimated Working Capital less the Indemnification Escrow Amount less the Loan Payoff Amount less the BRG Payoff Amount by wire transfer by Buyers or their lender to an account or accounts and in such other deliveries as are required amounts specified by Seller Representative in writing; (ii) to Seller Representative, the Escrow Agreement, the Xxxx of Sale and Assignment and Assumption Agreement, and the Employment Agreements, each duly executed by Buyer; (iii) to the Escrow Agent in accordance with Article VII the Escrow Agreement, the Indemnification Escrow Amount; (iv) to FIRST Insurance Funding of Canada Inc, the financier of the Easton Product Liability Excess Insurance Policy and Article VIIIEaston Product Liability Insurance Policy, the Easton Product Liability Amount; (v) to Seller Representative, a certificate of the Secretary of each Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Acquisition and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Acquisition; and (vi) to Seller Representative, a certificate, dated the Closing Date and signed by a duly authorized officer of each Buyer, that each of the conditions set forth in Sections 5.1(a) and 5.1(b) has been satisfied.

Closing Deliveries. At the Closing: (a) Seller and/or PB Energy shall deliver, deliver or cause to be delivered, delivered to Purchaser Purchaser: (i) certificates representing the Shares Shares, duly endorsed for transfer in blank or accompanied by duly executed stock powers or other duly endorsed in blank in proper form of assignment and for transfer, with appropriate transfer Tax stamps, if any; (bii) Seller bills of sale, assignments, and Purchaser shall deliverother instruments of transfer providing for the sale, or cause assignment and transfer of the Purchased Assets to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”)Company, duly executed by such PartySeller or PB Energy and/or their applicable Affiliates in form and substance reasonably satisfactory to the Parties; (ciii) Seller and Purchaser shall deliver, or cause to be delivered, a receipt for the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow AgreementClosing Date Amount; (div) Seller shall deliverthe Escrow Agreement, or cause to be deliveredduly executed by Seller, to Purchaser PB Energy and the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (ev) the Transition Agreement, duly executed by Seller; (vi) the Cooperation Agreement, duly executed by Seller shall deliverand PB Energy; (vii) a true and complete copy, certified by Seller’s secretary or cause to be deliveredan assistant secretary of Seller, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it resolutions duly and validly adopted by the Company or a Company Subsidiary, in connection with Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madehereby and thereby; (fviii) Seller shall deliver a true and complete copy, certified by the Company’s secretary or an assistant secretary of the Company, of resolutions duly and validly adopted by the Board of Directors of the Company evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (ix) a true and complete copy, certified by PB Energy’s secretary or an assistant secretary of PB Energy, of resolutions duly and validly adopted by the Board of Directors of PB Energy evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (x) true, complete, and certified copies of the constitutional documents of the Company, certified by the Company’s secretary or other officer or authorized representative; (xi) a certificate of good standing, or equivalent certificate, for the CompanySecretary of State of the State of New York, dated within not earlier than five (5) Business Days prior to the Closing, stating that Seller is in good standing under the laws of the Closing Date, issued by the appropriate Governmental AuthorityState of New York; (gxii) a certificate of the Secretary of State of the State of Maryland, dated not earlier than five (5) Business Days prior to the Closing, stating that the Company is in good standing under the laws of the State of Maryland and certificates from the Secretaries of State of each jurisdiction in which the Company engages in the Business and is required to be qualified in order to conduct business certifying that the Company is duly qualified to conduct business in and is in good standing under the laws of such jurisdiction; (xiii) a certificate of the Secretary of State of the State of Texas, dated not earlier than five (5) Business Days prior to the Closing, stating that PB Energy is in good standing under the laws of the State of Texas; (xiv) the resignations, effective as of the Closing, of all of the directors and officers of the Company, except for such persons as shall have been designated in writing prior to the Closing by Purchaser to Seller; (xv) a spreadsheet reflecting the status of current customer projects which are expected to produce U.S. $50,000 or more of revenue to the Business from the date of this Agreement through the two (2) year anniversary of the date of this Agreement (xvi) the certificate required to be delivered by Seller pursuant to Section 7.02(b); (xvii) the certificate required to be delivered by PB Energy pursuant to Section 7.02(b); (xviii) a legal opinion of MxXxxxxxx Will & Exxxx LLP, in form and substance reasonably satisfactory to the Parties; (xix) a legal opinion of Maryland counsel to the Company, in form and substance reasonably satisfactory to the Parties; (xx) a legal opinion of Delaware counsel to the Seller and the Company, in form and substance reasonably satisfactory to the Parties; (xxi) delivery of all books and records of the Company and all books and records of the Business constituting Purchased Assets (which delivery may be made at the Leased Real Property and other office locations of the Business); (xxii) a letter in the form set forth in Exhibit B to this Agreement, duly executed by Seller, and Pxxxxxx Bxxxxxxxxxx, Inc. (the “KESOP Waiver”); (xxiii) a letter in the form set forth in Exhibit C to this Agreement, duly executed by Seller and Pxxxxxx Brinckerhoff, Inc. (the “Transferred Employee Waiver”); (xxiv) the Five Penn Plaza Sublease, duly executed by Seller and the Five Penn Plaza Landlord; (xxv) the Long Island City Assignment and Assumption Agreement, duly executed by Seller and the Long Island City Landlord; (xxvi) Rockville Assignment and Assumption Agreement, duly executed by Seller and the Rockville Landlord; and (xxvii) the West Palm Beach Assignment and Assumption Agreement, duly executed by Seller and the West Palm Beach Landlord. (b) Purchaser shall deliver, deliver or cause to be delivereddelivered to Seller or PB Energy: (i) (A) U.S. $5,613,361.03, representing the 280G Consent Documentsportion of the Purchase Price allocable to the purchase of the Shares minus a pro rata portion of the Escrow Amount and (B) on behalf of the Company, U.S. $27,386,639.97, representing the portion of the Purchase Price allocable to the purchase of the Purchased Assets minus a pro rata portion of the Escrow Amount, in each case in immediately available funds, by wire transfers to a bank account designated in writing by Seller (such designation to be made at least two (2) Business Days prior to the Closing Date); (ii) assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities by the Company, duly executed by the Company in form and substance reasonably satisfactory to the Parties; (iii) a true and complete copy, certified by Purchaser’s secretary or an assistant secretary of Purchaser, of resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary of State of the State of Texas, dated not earlier than five (5) Business Days prior to the Closing, stating that Purchaser was duly formed and is in good standing under the laws of the State of Texas; (v) the Escrow Agreement, duly executed by Purchaser; (vi) the Transition Agreement, duly executed by Purchaser; (vii) the Cooperation Agreement, duly executed by Purchaser; (viii) the certificate required to be delivered pursuant to Section 7.03(b); (ix) a legal opinion of Squire, Sxxxxxx & Dxxxxxx L.L.P., as Texas counsel to Purchaser, in form and substance reasonably satisfactory to the Parties; (x) the Five Penn Plaza Sublease, duly executed by Purchaser and, if applicable, Purchaser Parent; (xi) the Long Island City Assignment and Assumption Agreement, duly executed by Purchaser and, if applicable, Purchaser Parent; (xii) the Rockville Assignment and Assumption Agreement, duly executed by Purchaser and, if applicable, Purchaser Parent; and (hxiii) The Parties the West Palm Beach Assignment and Assumption Agreement, duly executed by Purchaser and, if applicable, Purchaser Parent. (c) At the Closing, Purchaser shall make such other deliveries as are required by and deliver to the Escrow Agent, in accordance with Article VII and Article VIIIthe Escrow Agreement, the Escrow Amount by wire transfer in immediately available funds to the account designated therefor in the Escrow Agreement.

Closing Deliveries. (a) At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller (or one or more other Seller Entities designated by Seller or, in the case of the Purchaser FDA Transfer Letters, to the applicable Governmental Entity, with a simultaneous copy to Seller) the following: (ai) payment, by wire transfer(s) to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least two (2) Business Days prior to the Closing Date), an amount in immediately available funds equal to the Closing Purchase Price; (ii) the certificate to be delivered pursuant to Section 7.3(c); (iii) a counterpart of the Transition Services Agreement, in substantially the form attached as Exhibit C hereto (the “Transition Services Agreement”), duly executed by Purchaser and, if applicable, one or more of the Purchaser Designees; (iv) a counterpart of the Assignment and Assumption Agreement and Xxxx of Sale for the Purchased Assets and the Assumed Liabilities (to the extent any Purchased Asset or Assumed Liability is not held by a Purchased Entity), by and between the applicable Seller Entities and Purchaser and, if applicable, one or more of the Purchaser Designees, in substantially the form attached as Exhibit D hereto (the “Assignment Agreement and Xxxx of Sale”), duly executed by Purchaser and, if applicable, one or more of the Purchaser Designees; (v) a counterpart to the Purchaser Manufacturing and Supply Agreement, in substantially the form attached as Exhibit E-1 hereto (the “Purchaser Manufacturing and Supply Agreement”), duly executed by Purchaser and, if applicable, one or more of the Purchaser Designees; (vi) a counterpart to the Seller Manufacturing and Supply Agreement, in substantially the form attached as Exhibit E-2 hereto (the “Seller Manufacturing and Supply Agreement”), duly executed by Purchaser and, if applicable, one or more of the Purchaser Designees; (vii) a counterpart to the ORx Distribution Agreement, in substantially the form attached as Exhibit E-3 hereto (the “ORx Distribution Agreement”), duly executed by Purchaser and, if applicable, one or more of the Purchaser Designees; and (viii) the Purchaser FDA Transfer Letters, duly executed by Purchaser or the applicable Purchaser Designees. (b) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser certificates representing (or, in the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form case of assignment and transferthe Seller FDA Transfer Letters, to the applicable Governmental Entity, with a simultaneous copy to Purchaser) the following: (i) the certificate to be delivered pursuant to Section 7.2(c); (bii) Seller and Purchaser shall deliver, or cause to be delivered, a counterpart of the Transition Services Agreement, duly executed by each Seller Entity named as a party thereto; (iii) (A) with respect to Direct Purchased Entity Shares of Direct Purchased Entities incorporated in Israel, share transfer deeds with respect to such Direct Purchased Entity Shares duly executed in proper form for transfer and a shareholder register for such Direct Purchased Entity, together with the share registry of each Direct Purchased Entity incorporated in Israel reflecting Purchaser or the appropriate Purchaser Designee or other Purchased Entity (in accordance with this Agreement) as the sole shareholder of such entity (except as otherwise set forth on Section 2.4(a)(ii) of the Seller Disclosure Schedules), and (B) with respect to Direct Purchased Entity Shares of Direct Purchased Entities not incorporated in Israel, certificates evidencing such Direct Purchased Entity Shares, to the extent that such Direct Purchased Entity Shares are in certificate form, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and, to the extent such Direct Purchased Entity Shares are not in certificated form, other evidence of ownership or assignment (reasonably satisfactory to Purchaser) evidencing the transfer of the relevant Direct Purchased Entity Shares; (iv) a counterpart of the Assignment Agreement and Xxxx of Sale duly executed by each Seller Entity named as a party thereto; (v) a counterpart to the Purchaser Manufacturing and Supply Agreement duly executed by each Seller Entity named as a party thereto; (vi) a counterpart to the Seller Manufacturing and Supply Agreement duly executed by each Seller Entity named as a party thereto; (vii) a counterpart to the ORx Distribution Agreement duly executed by each Seller Entity named as a party thereto; (viii) Assignment Agreements for the Patents, Trademarks and Internet Properties included in the Purchased Assets, substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 of the documents attached as Exhibit F hereto (collectively, the “Transition Services AgreementIP Assignment Agreements”), in each case, duly executed by such Partyeach Seller Entity named as the assignor thereunder; (cix) from each Seller and Purchaser shall deliver, or cause to be delivered, Entity that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow AgreementCode) a valid duly executed IRS Form W-9; (dx) Seller shall deliver, written resignations or cause to be delivered, to Purchaser evidence of removal of each corporate director and officer of the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, Purchased Entities in his or cause to be delivered, a certificate from each party to whom Transaction Expenses are dueher capacity as such, as set forth on the Transaction Expenses Statement, certifying that such payment will be Purchaser shall have requested in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; writing at least ten (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (510) Business Days of prior to the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (hxi) The Parties shall make such other deliveries the Seller FDA Transfer Letters, duly executed by one or more of Seller and/or its Subsidiaries, as are required by and in accordance with Article VII and Article VIIIapplicable.

Closing Deliveries. (a) At or prior to the Closing, Seller will deliver or cause to be delivered to Buyer, in form and substance reasonably acceptable to Buyer: (ai) one or more xxxx of sale conveying to Buyer title to the Acquired Assets not otherwise addressed in this Section 1.8 (the “Xxxx of Sale”); (ii) an Assignment and Assumption Agreement assigning to Buyer all of Seller’s right, title and interest in, to and under the Assumed Contracts (the “Assignment and Assumption Agreement”); (iii) a Services Agreement, pursuant to which Seller shall deliverwill provide, or cause to be provided, to Buyer certain services following the Closing (the “Services Agreement”); (iv) written consent of Seller to the transfer and assignment of the Management Agreement; (v) a properly completed and executed IRS Form W-9 from Seller; provided, however, that Buyer’s only remedy for Seller’s failure to provide such IRS Form W-9 is to withhold on payments to the Seller in accordance with Section 1.9; (vi) a certificate, signed by an officer or manager of Seller, attesting to the completion of all necessary company action by Seller to execute and deliver this Agreement and the Ancillary Agreements and to consummate the Transactions; (vii) the Employment Agreements, duly executed by each of Xxxxx Xxxxx and Xxxx Xxxxxx; and (viii) a Registration Rights Agreement (the “Registration Rights Agreement”), providing for the registration for resale in a registered offering of the shares of GEG Common Stock being issued pursuant to the terms of this Agreement, on the terms and subject to the conditions set forth in the Registration Rights Agreement. (b) At or prior to the Closing, Buyer will deliver or cause to be delivered, in form and substance reasonably acceptable to Purchaser certificates representing Seller: (i) a certificate, signed by an officer of Buyer, attesting to the Shares duly endorsed for completion of all necessary corporate action by Buyer to execute and deliver this Agreement and the Ancillary Agreements, to issue and deliver the shares of GEG Common Stock referenced in Section 1.5(b)(i) to Seller, to transfer or accompanied by duly executed stock powers or other form and deliver the shares of assignment GECC Common Stock referenced in Section 1.5(b)(ii) to Seller, and transferto consummate the Transactions; (bii) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”)Promissory Note, duly executed by such PartyBuyer; (ciii) Seller the Assignment and Purchaser shall deliverAssumption Agreement, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreementduly executed by Buyer; (div) Seller shall deliverthe Services Agreement, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsduly executed by Buyer; (ev) Seller shall deliverthe Employment Agreements, duly executed by Buyer or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction one of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documentsits Affiliates; and (hvi) The Parties shall make such other deliveries as are required the Registration Rights Agreement, duly executed by and in accordance with Article VII and Article VIIIBuyer.

Closing Deliveries. (a) At the Closing: (a) Seller , to be held simultaneously with the execution and delivery of this Agreement, Sellers shall deliver, or cause to be delivered, to Purchaser certificates representing the Shares Buyer the following: (i) A copy of resolutions duly endorsed for transfer or accompanied adopted by Sellers, authorizing the execution, delivery and performance of this Agreement and the Xxxx of Sale and Assumption Agreement, and a certificate of the respective secretaries of Sellers, dated the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect as of the Closing Date; (ii) A duly executed stock powers or counterpart of the Xxxx of Sale and Assumption Agreement in form and substance reasonably satisfactory to Buyer, and any other instruments of transfer necessary to transfer ownership to Buyer of the Transferred Assets; (iii) Instruments that shall be effective to transfer to Buyer all of Sellers’ right, title and interest in and to the Intellectual Property of Sellers included in the Transferred Assets in form suitable for filing with the necessary Governmental Authorities; (iv) A certificate of assignment good standing from the Secretary of State of QS’ jurisdiction of incorporation and transferfrom the Secretary of State of each jurisdiction in which QS is qualified to do business as set forth on Schedule 3.1; (v) A certificate of good standing from the Secretary of State of Parent’s jurisdiction of incorporation; and (vi) such other and further documents, instruments, certificates and agreements reasonably deemed by Buyer’s counsel to be necessary to effectuate the transactions contemplated by this Agreement; (b) Seller At the Closing, and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in simultaneously with the form agreed to by Purchaser execution and Seller pursuant to Section 6.20 (the “Transition Services delivery of this Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller Buyer shall deliver, or cause to be delivered, to Purchaser Sellers the Company's following: (i) A copy of resolutions duly adopted by Buyer, authorizing the execution, delivery and Company Subsidiaries' corporate minute books performance of this Agreement and stock records the Xxxx of Sale and other corporate books Assumption Agreement, and recordsa certificate of the secretary of Buyer, dated the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect as of the Closing Date; (eii) Seller shall deliverA copy of resolutions duly adopted by Netsmart, or cause authorizing the execution, delivery and performance of this Agreement and the Xxxx of Sale and Assumption Agreement, and a certificate of the secretary of Netsmart, dated the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect as of the Closing Date; (iii) A duly executed counterpart of the Xxxx of Sale and Assumption Agreement; (iv) The duly executed Promissory Note; (v) A certificate of good standing from the Secretary of State of Buyer’s jurisdiction of incorporation and from the Secretary of State of the jurisdiction in which Buyer maintains its principal place of business; and (vi) such other and further documents, instruments, certificates and agreements reasonably deemed by Sellers’ counsel to be delivered, a certificate from each party necessary to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with effectuate the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIII.

Closing Deliveries. At the Closing:Closing the Sellers and the Purchaser shall procure, execute and deliver the completion matters as substantially specified below. (a) Seller The Sellers shall deliverdeliver a certified copy of the decision of the Board taken immediately prior to the Closing in which the Board has given its consent to the effect that the Options and all other options in the Company can be sold and transferred to the Purchaser, or cause to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transferNOTE 2; (b) Seller the Sellers, the Purchaser, Bird & Bird Attorneys Ltd and Purchaser the Escrow Agent shall deliverexecute the Escrow Agreement, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such PartyNOTE 2; (c) Seller the Sellers selling Shares and the Purchaser shall deliverexecute a Share Transfer Form, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form set out in Schedule 7.2(c) attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreementhereto; (d) Seller the Sellers selling Options and the Purchaser shall deliverexecute an Option Transfer Form, or cause to be delivered, to Purchaser in the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsform set out in Schedule 7.2(d) attached hereto; (e) Seller all of the Sellers shall deliver, or cause transfer all of both the Shares and the Options NOTE 2 held by them to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madePurchaser; (f) Seller the Purchaser shall deliver a certificate of good standingpay to the Sellers the Base Share Purchase Prices and Base Option Purchase Prices, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued deducted pro rata by the appropriate Governmental AuthorityEscrow Amount NOTE 2; (g) Seller the Purchaser shall deliver, or cause to be delivered, procure that Evli Bank Plc pays the 280G Consent Documents; andEscrow Amount into the Escrow Account; (h) The Parties NOTES 1, 2 AND 3; NOTE 1: Contains seller’s confidential information. NOTE 2: Contains confidential information that would be prejudicial to the interests of EXFO. NOTE 3: Contains third party confidential information. (i) each Seller shall make procure that Evli Bank Plc instructs respective Seller’s account operator to promptly transfer the book-entries representing the Shares to be deposited in the book-entry account of the Purchaser; (j) the Purchaser shall procure that Evli Bank Plc pays the applicable transfer tax on the Shares and the Options and provides the Sellers’ Representative with a proof of the irrevocable payment of the transfer tax. (k) any other document, condition, amount or matter herein called for to be produced, delivered, released, paid or fulfilled at the Closing as a condition precedent shall be so produced, delivered, released, paid and fulfilled. All steps taken in connection with the Closing shall be considered to have occurred simultaneously as a part of a single transaction and no delivery will be considered to have been made until each such other deliveries as are required by and in accordance with Article VII and Article VIIIstep has been completed.

Closing Deliveries. At the Closing: (a) At Closing, Seller shall deliverexecute and/or deliver to Buyer the following (collectively "Seller's Closing Documents"): (i) The Assignment, Bill xx Sale and Assumption Agreement; (ii) The Ground Lease Assignment and Assumption Agreement; (iii) A certificate from an officer of Seller reasonably acceptable to Buyer confirming the accuracy of the representations and warranties in Section 10 as of the Closing Date; (iv) Authorizing resolutions or cause minutes from Seller approving this Agreement and the transactions contemplated herein; (v) A FIRPTA affidavit to be deliveredthe effect that Seller is not a "foreign person" (as defined in Section 1445(f)(3) of the Code and the regulations issued thereunder); and (vi) A lease agreement, to Purchaser certificates representing by and between Buyer as lessor, and Seller, as lessee, substantially in the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer;Exhibit F (the "Lease Agreement"). (b) At Closing, Buyer shall execute and/or deliver to Seller the following (collectively "Buyer's Closing Documents"): (i) Authorizing resolutions from Buyer approving this Agreement and Purchaser shall deliverthe transactions contemplated herein; (ii) A certificate from an officer of Buyer reasonably acceptable to Seller confirming the accuracy of the representations and warranties in Section 11 as of the Closing Date; (iii) The Purchase Note executed by a duly authorized officer of Buyer; (iv) A lease agreement, or cause to be deliveredby and between Buyer as lessor, a Transition Services Agreement and Seller, as lessee, substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 of Exhibit F (the “Transition Services "Lease Agreement”"), duly executed by such Party;; and (v) The Ground Lease Assignment and Assumption Agreement. (c) Seller's Closing Documents and Buyer's Closing Documents shall be collectively called herein the "Closing Documents". Buyer and Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying agree that such payment will other documents as may be in full satisfaction legally necessary or appropriate to carry out the terms of all amounts owed to it this Agreement or as reasonably requested by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such other party in connection therewith will shall be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued executed and delivered by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIparty at Closing.

Closing Deliveries. At the Closing: (ai) Seller shall deliver, deliver or cause to be deliveredexecuted and delivered at or before the time of Closing the following: (A) a Massachusetts quitclaim deed from WC Seller in the form annexed as Exhibit G-1 and a Massachusetts quitclaim deed from WCE Seller in the form annexed as Exhibit G-2, in the name of Purchaser, conveying fee simple title to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transferProperty subject only to Permitted Exceptions (collectively, the "Deed"); (bB) Seller an assignment and Purchaser shall deliverassumption of the Leases, or cause to be delivered, a Transition Services Agreement substantially Security Deposits and Service Contracts in the form agreed to by Purchaser annexed as Exhibit H hereto and Seller pursuant to Section 6.20 made a part hereof (the “Transition Services Agreement”), duly executed by such Party"Assignment of Leases") from each of WC Seller and WCE Seller; (cC) a general instrument of transfer and xxxx of sale, conveying to Purchaser all right, title and interest of Seller in and Purchaser shall deliverto all of the personal property, or cause to be deliveredif any, owned by Seller in connection with the Indemnity Escrow Agreement substantially Property, and any intangible property forming part of the Property, in the form attached annexed as Exhibit A I hereto and made a part hereof, from each of WC Seller and WCE Seller; (D) an affidavit by each of WC Seller and WCE Seller stating that it is not a "foreign person" within the “Indemnity Escrow Agreement”)meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder; (E) an Information for Real Estate 1099-S Report Filing Form from each of WC Seller and WCE Seller; (F) a notice to the Tenants advising that Seller's interest in the Property has been conveyed to Purchaser and instructing that all rent and additional rent thereafter payable under its respective Lease shall cooperate be paid to cause Purchaser; such notice to be in form as reasonably acceptable to Seller and Purchaser; (G) each of the Indemnity Escrow Agent following, within ten (10) business days after the Closing: (i) a copy of all Tenant Lease files in Seller's possession or control; (ii) the original fully executed Leases, or if unavailable, photocopies thereof certified by Seller as true, correct and complete photocopies thereof; and (iii) all keys to execute the Property in the possession of Seller; (H) such title affidavits, resolutions and deliver such Indemnity Escrow certificates as the Title Company may reasonably require in order to insure title to the Property in Purchaser in the form required to be delivered by Seller under this Agreement; (dI) Seller shall deliver, any required transfer forms and certifications as may be reasonably necessary for compliance with Federal or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsMassachusetts tax laws or regulations; (eJ) a counterpart original of the settlement statement, in form and substance reasonably acceptable to Seller shall deliverand Purchaser; (K) Estoppel certificates in favor of Purchaser executed by Xxxx'x, Xxxxxx Liquors, Petco, Planet Fitness, Dress Barn, Santander and The Paper Store, Firestone and Jimmy's Alehouse (the "Major Tenants") and tenants (the "Other Tenants") occupying in the aggregate, together with the Major Tenants, eighty-five percent (85%) of the leased area of the Property (the Major Tenants and the Other Tenants, collectively, the "Required Tenants"), in form (except for Petco) substantially similar to the form annexed hereto as Exhibit J-1 (or cause in such other form as may be prescribed under the respective Lease with such Tenant or on such Tenant's standard company form) not containing any deviation from the information set forth in the Rent Roll (except as to any lease term stated by the Tenant to be delivered, a certificate from each party to whom Transaction Expenses are due, as not more than six (6) months longer than the term for such tenant set forth on the Transaction Expenses StatementRent Roll), certifying not alleging any default by Seller as land lord or the tenant under its Lease and otherwise not containing any deviation (except as to any lease term stated by the Tenant to be not more than six (6) months longer than the term for such tenant set forth on the Rent Roll), from the information set forth in the Leases delivered to Purchaser (the foregoing, the "Required Estoppels"). The estoppel certificate for Petco shall be in form substantially similar to the form annexed hereto as Exhibit J-2 (or in such other form as may be prescribed under the Petco Lease or on Petco's standard company form, provided that such payment will be estoppel need not certify that Seller has completed all landlord’s work or paid or provided all allowances or concessions or that Petco has accepted possession of its premises). After the Effective Date, Seller shall request such estoppel certificates and guaranty estoppel certificates to the extent any of the Leases contain a guaranty and pursue same in full satisfaction of all amounts owed good faith. If Seller is unable to it obtain the Required Estoppels by the Company or Closing Date, then the Closing Date shall be adjourned for a Company Subsidiaryperiod not to exceed thirty (30) days, in connection with to enable Seller to obtain the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with Required Estoppels; if the Required Estoppels have not been obtained after the expiration of such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days adjournment of the Closing Date, issued then such failure shall not constitute a default of Seller under this Agreement, but in such event Purchaser shall have the right to terminate this Agreement by delivering written notice of termination to Seller no later than five (5) days after the appropriate Governmental AuthorityClosing Date (as may have been extended by Seller), in which event Escrow Agent shall disburse the Deposit to Purchaser and each party shall be released from any further liability hereunder, except for liability which expressly survives the termination of this Agreement. In no event shall any estoppel certificate be rejected on the basis of the Tenant or the landlord inserting any "best of knowledge" or "knowledge" or similar limitation. Any estoppel not objected to by Purchaser within three (3) business days after delivery thereof to Purchaser shall be deemed satisfactory and counted towards the Required Estoppels. Notwithstanding the foregoing, if one or more of the Required Estoppels from the Other Tenants is not delivered on or before Closing, Seller shall have the right to deliver a Seller estoppel certificate for such Other Tenants in lieu of the tenant estoppel for such Other Tenants; provided, however, that Seller shall not have the right to deliver a Seller estoppel certificate for Other Tenants occupying more than five percent (5%) of the leased area of the Property. Seller's liability for a breach of the certifications set forth in any and all Seller's estoppel certificates shall be subject to all of the same terms, conditions and limitations of liability (and one and the same aggregate dollar limitation of liability) as Seller's liability for a breach of Seller's representations and warranties set forth in Section 6(d). Seller shall have the right at any time within six (6) months after the Closing to cause any Tenant for whom Seller shall have delivered a Seller estoppel certificate to deliver a Tenant estoppel certificate complying with this section, in which event Seller shall be released from further liability under Seller's estoppel certificate for such Tenant. (L) The Petco Escrow Agreement (as defined in Article 17); (gM) Seller An indemnity agreement executed by Acadia Strategic Opportunity Fund III LLC in the form of Exhibit L attached hereto and made a part hereof; and (N) such other documents or instruments as may be reasonably required in order to effectuate the Closing. (ii) Purchaser shall deliver, deliver or cause to be deliveredexecuted and delivered at or before the time of Closing the following: (A) the balance of the Purchase Price payable under Section 2, which shall be delivered to Escrow Agent; (B) the 280G Consent DocumentsAssignment of Leases for WC and WCE; (C) such title affidavits, resolutions and certificates as the Title Company may reasonably require of Purchaser; (D) any required transfer forms and certifications as may be reasonably necessary for compliance with Federal or Massachusetts tax laws or regulations; (E) a counterpart original of the settlement statement, inform and substance reasonably acceptable to Seller and Purchaser; (F) The Petco Escrow Agreement; and (hG) The Parties shall make such other deliveries documents or instruments as are may be reasonably required by and in accordance with Article VII and Article VIIIorder to effectuate the Closing.

Closing Deliveries. At the Closing: (a) Seller shall deliver, or cause to be delivered, to Purchaser certificates representing The purchase and sale of the Shares shall be held on or before July 10, 2022 (the “Closing”), subject to (i) receipt by McMurdo Law Group, LLC (the “Escrow Agent”) of the stock certificate evidencing the Shares, duly endorsed for transfer in blank or accompanied by medallion guaranteed stock power duly executed stock powers in blank, or other instruments of transfer in form and substance reasonably satisfactory to Purchaser, and (iii) receipt of assignment and transfer;the executed Exhibits, as applicable. (b) Seller and At the Closing, Selling Party shall cause the Escrow Agent to deliver to Purchaser shall deliver(A) a stock certificate evidencing the Shares, duly endorsed in blank or accompanied by medallion guaranteed stock powers duly executed in blank, or cause other instruments of transfer in form and substance reasonably satisfactory to be deliveredPurchaser (B) any documentary evidence of the due recordation in the Company’s share register of Purchaser’s full and unrestricted title to the Shares, a Transition Services (C) this Agreement substantially executed (D) Executive’s resignation as an officer and director and the appointment of Purchaser as the sole officer and director, in the form agreed to by Purchaser attached hereto as Exhibit A, which Company and Seller pursuant represent is in compliance with the Company’s Bylaws, (E) a written waiver of any liability of the related-party payable, in the form attached hereto as Exhibit B, (F) an Assignment of Assets and Assumption of Liabilities Agreement between the Company and its assignee transferring any and all assets used in the Company’s business or in accounts controlled by the Company, and assumption of any and all related liabilities thereto, in the form attached hereto as Exhibit C, and (G) such other documents as may be required under applicable law or reasonably requested by Purchaser, including the Company’s EXXXX codes and corporate governance documents, which shall be produced to Section 6.20 (the “Transition Services Purchaser during due diligence under this Agreement”), duly executed by such Party;. (c) Seller and At the Closing, Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute deliver the Purchase Price to Selling Party, and deliver such Indemnity Escrow Agreement;his assignees, by wire transfer of immediately available funds to accounts designated by the Selling Party. (d) Seller At the Closing, the Selling Party shall deliver, or cause to be delivered, to Purchaser the Company's assume liability for any remaining accounts payable and Company Subsidiaries' corporate minute books accrued expenses and stock records any unpaid sales and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are dueincome tax, as disclosed on Schedule 3(d), which shall be paid at the time of Closing. Payment of those obligations set forth on the Transaction Expenses Statementat Schedule 3(d), certifying that such payment will be in full satisfaction of all amounts owed if any, is a condition precedent to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by Purchaser’s obligations under this Agreement, and, as applicable, attaching evidence reasonably satisfactory . Failure to pay those obligations set forth at Schedule 3(d) at Closing constitutes a timely notice by Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days under Section 3.1 of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required escrow agreement by and in accordance with Article VII and Article VIIIbetween the Parties.

Closing Deliveries. At the Closing: (a) At or prior to the Closing, the Seller shall deliver, or cause to be delivered, to Purchaser certificates representing Buyer: (i) the Shares duly endorsed for transfer or accompanied by Purchased Assets; (ii) a Bxxx of Sale in the form of Exhibit “A,” dated the Closing Date, and duly executed stock powers or other by the Seller in favor of the Buyer; (iii) an Assignment and Assumption Agreement in the form of assignment Exhibit “B”, dated the Closing Date, and transferduly executed by the Seller; (iv) a copy of the Seller's Certificate of Incorporation (and all amendments) certified by the New York Secretary of State and a copy of the Seller's Bylaws certified by the corporate secretary of the Seller; (v) a good standing certificate issued by the State of New York with regard to the Seller; and (vi) such other certificates, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer dated the Closing Date and duly executed by the Seller. (b) Seller and Purchaser shall deliverAt or prior to the Closing, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller Parent shall deliver, or cause to be delivered, to Purchaser Buyer: (i) stock certificates representing the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsShares issued in the name of the Buyer; (eii) Seller shall deliver, or cause to be delivered, a good standing certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it issued by the Company State of Delaware with regard to Parent; (iii) the Earn-out Agreement; and (iv) such other certificates, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer dated the Closing Date and duly executed by Parent. (c) At or a Company Subsidiaryprior to the Closing, in connection with Buyer shall deliver to Parent or the transactions contemplated by this Agreement, andSeller, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or : (i) the Company after such payment is madeoriginal Convertible Notes; (fii) Seller shall deliver a certificate the Assignment and Assumption Agreement in the form of good standing, or equivalent certificate, for the CompanyExhibit “B”, dated within five (5) Business Days of the Closing Date, and duly executed by the Buyer; (iii) a copy of the Buyer’s Certificate of Formation (and all amendments) certified by the Florida Secretary of State and a copy of the Buyer's Operating Agreement certified by the corporate secretary of the Buyer; (iv) a certificate of “active status” issued by the appropriate Governmental AuthorityState of Florida with regard to the Buyer; (gv) Seller shall deliver, or cause to be delivered, the 280G Consent DocumentsEarn-Out Agreement described in Section 1.8 hereof; (vi) the Employment Termination Agreements described in Section 8.8 hereof; and (hvii) The Parties shall make such other deliveries certificates, documents and other instruments of transfer and conveyance as are required may reasonably be requested by Parent or the Seller, each in form and in accordance with Article VII substance satisfactory to Parent and Article VIIISeller dated the Closing Date and duly executed by the Buyer or its Related Parties, as appropriate.

Closing Deliveries. At the ClosingClosing on the Closing Date: (a) Seller Sellers shall deliversell, assign, transfer and convey or cause to be deliveredsold, assigned, transferred and conveyed, the MPI Transferred Assets to Purchaser certificates representing IMNM and the Shares duly endorsed for EPI Transferred Assets to HBLLC, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. Such sale, assignment, transfer and conveyance shall be effected, evidenced or accompanied by delivery by Sellers to Buyers of the following documents: (i) bills of sale and assignment, duly executed stock powers or by the applicable Seller to the applicable Buyer, covering all of the Transferred Assets of such Seller (other form than the Owned Real Property of assignment and transfersuch Seller), in each case as contemplated by Section 4.2(d); (bii) assumption agreements duly executed by the applicable Seller, pursuant to which the applicable Seller assigns and Purchaser shall deliverthe applicable Buyer assumes the Assumed Liabilities of such Seller, or cause to be delivered, a Transition Services Agreement in each case substantially in the form agreed to attached hereto as Exhibit D; (iii) special warranty deeds covering the Owned Real Property as contemplated by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”4.2(d), duly executed by such Partythe applicable Seller to the applicable Buyer; (civ) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party Seller dated the Closing Date and duly executed by an officer of each Seller to whom Transaction Expenses are due, as the effect that the conditions set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeSection 9 have been satisfied; (fv) a certified copy of the Final Sale Order; (vi) the Bank Guaranty Release; (vii) the DIP Guaranty Release; (viii) a transition services agreement, in substantially the form of Exhibit E hereto providing for such services as shall be mutually agreed by MissChem and Buyers, duly executed by MissChem; (ix) special warranty deeds executed by the applicable Seller shall deliver to the applicable Buyer transferring the Leases and assignments of the Water Rights executed by the applicable Seller, in each case as contemplated by Section 4.2(d) (other than the Water Rights relating to the Pecos River), and such additional forms, if any, required by the applicable Governmental Authority, and a quitclaim assignment executed by the applicable Seller to the applicable Buyer transferring the Water Rights relating to the Pecos River as contemplated by Section 4.2(d); (x) copies of any Required Consents, each duly executed by the applicable Governmental Authority or other applicable Person; (xi) a certificate of good standing, or equivalent certificate, for non-foreign status of Sellers which meets the Company, dated within five (5) Business Days requirements of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent DocumentsTreasury Regulation Section 1.1445-2(b)(2); and (hxii) The Parties shall make the Records (other than the Excluded Records) to the extent that such other deliveries as Records are required by not located at facilities on the Real Property, and including Records which constitute the financial records of Sellers with respect to the Business in accordance with Article VII and Article VIIIa digital media format to the extent such records currently exist in a digital media format.

Closing Deliveries. At the Closing: a. Buyer shall execute and deliver to Seller or its designee the Purchase Notes and the Warrant. b. Buyer and Seller shall execute and deliver to each other an Assignment and Assumption Agreement and Bill of Sale, in the form attached hereto as Exhibit E (athx "Xssignment Agreement"). c. Seller shall deliver to Buyer copies, and, to the extent they are in the possession of Seller or Parent, originals of all Assumed Contracts (Parent being entitled to retain the original of all Assumed Contracts to which it is a party or that otherwise obligated or obligate Parent to perform services or deliver products), the Business Records, which copies or originals shall be available at the Closing or otherwise at the Premises. (Seller shall be entitled to retain a copy of any of the foregoing.) Seller shall deliver, execute and deliver or cause to be delivereddelivered to Buyer against execution and delivery of the Purchase Notes good and sufficient instruments of transfer to transfer to Buyer all of Seller's right, title and interest in and to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form Purchased Assets, free and clear of assignment all Encumbrances. d. Buyer shall execute and transfer;deliver a Security Agreement securing Buyer's obligations under the Purchase Notes, together with such additional agreements, instruments and documents as are necessary to perfect in Seller the security interests contemplated in Exhibit D and this Agreement. (b) Seller e. The parties shall execute and Purchaser shall deliver, or cause to be delivered, deliver a Transition Services License and Support Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A F (the “Indemnity Escrow "License Agreement”"), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement;. (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) f. Seller shall deliver a certificate to Buyer the legal opinion of good standingits general counsel substantially in the form attached hereto as Exhibit G, or equivalent certificate, for and Buyer shall deliver to Seller the Company, dated within five (5) Business Days legal opinion of its counsel substantially in the form attached hereto as Exhibit H. Seller shall reimburse Buyer up to 50% of the Closing Dateincremental legal fees incurred by Buyer in obtaining its opinion, issued by such reimbursement not to exceed $2,500. g. Seller and Parent shall deliver to the appropriate Governmental Authority;12/31/02 Statement of Assets and Liabilities (as defined in Section 2.17). (g) Seller shall deliver, or cause h. Buyer will deliver to be delivered, Parent a copy of the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and commitment letter referred to in accordance with Article VII and Article VIIISection 3.6.

Closing Deliveries. (a) At the Closing, Buyer shall pay the Purchase Price in accordance with this Agreement and shall deliver to MMS: (ai) Seller shall deliver, or cause to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by Transaction Documents duly executed stock powers or other by Function(x) and Buyer, as applicable, as described in Section 7.3. (ii) A certificate, in form and substance reasonably satisfactory to MMS, signed by an authorized officer of assignment Buyer certifying the matters described in Section 7.1. (iii) A certificate, in form and transfer;substance reasonably satisfactory to MMS, signed by the Secretary of Function(x) and Buyer (A) certifying the matters described in Section 7.4, and (B) certifying and attaching a recent good standing certificate regarding Function(x) and Buyer from the office of the Secretary of State of the State of Delaware (and, if the Buyer is not organized in Delaware, its state of organization). (b) Seller At the Closing, Sellers shall deliver to Buyer: (i) The Transferred Assets, including without limitation, copies of all books, records, files, and Purchaser shall deliverdocuments of Sellers relating to any of the Transferred Assets or otherwise related or necessary to the commercial exploitation of the Transferred Assets or the Watchpoints Business, or cause and without limiting the foregoing, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation, with all electronic media to be delivered, a Transition Services Agreement substantially delivered fully functioning; provided that delivery of all Software which is included in the form agreed Transferred Assets shall be made solely by Buyer electronically accessing an online site designated by Sellers, and shall not be accomplished by delivery of any physical tangible property; and provided, further, that if Buyer waives the closing condition that a Required Consent be obtained for any Transferred Contract, such Transferred Contract shall not be assigned to by Purchaser and Seller pursuant to Section 6.20 Buyer at the Closing, but shall instead be assigned at such time as the Required Consent is obtained. (the “Transition Services Agreement”), ii) Transaction Documents duly executed by such Party;Sellers as described in Section 6.4. (iii) A certificate, in form and substance reasonably satisfactory to Buyer, signed by the Chief Executive Officer of Sellers the matters described in Section 6.1. (iv) A certificate, in form and substance reasonably satisfactory to Buyer, signed by the Secretary of Sellers (A) certifying the matters described in Section 6.5, and (B) certifying and attaching a recent good standing certificate regarding MMS from the office of the Secretary of State of the State of California. (v) The Required Consents. (c) Seller At or prior to the Closing, Function(x) and Purchaser Xxxxxxx shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow the Employment Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIII.

Closing Deliveries. (a) At the Closing: (ai) Seller shall deliverthe Vendors will deliver to the Purchaser the various certificates, or cause instruments, and documents referred to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transferin Section 7.2 below; (bii) Seller the Purchaser will deliver to the Vendors the various certificates, instruments, and Purchaser shall deliver, or cause documents referred to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party7.1 below; (ciii) Seller the Vendors will execute, acknowledge (if appropriate) and deliver to the Purchaser shall deliverall endorsements, or cause assignments, consents to assignments to the extent obtained and other instruments and documents as may reasonably be deliveredrequested to sell, convey, assign, transfer and deliver to the Indemnity Escrow Agreement Purchaser good title to all of the Non-Deliverables free clear of any and all Liens, including a General Assignment of Intellectual Property and a Copyright Assignment in substantially in the form forms attached as Exhibit A 3.2; ----------- (iv) the “Indemnity Escrow Agreement”)Vendors and the Purchaser each acknowledge that, subject to the payment of the Purchase Price, all of the Vendors' right, title and interest in and to each Deliverable shall cooperate pass to cause the Indemnity Escrow Agent to execute Purchaser immediately upon delivery of the same without requiring the execution and deliver such Indemnity Escrow Agreementdelivery of any instrument or instruments of assignment; (dv) Seller the Vendors shall deliver, or cause the SurSoft Software to be delivereddelivered electronically to the Purchaser's order. The Vendors shall be obligated to retain its existing tangible embodiments of the SurSoft Software until it is notified in writing by the Purchaser to destroy such tangible embodiments. The Vendors shall, within five days of such notification, destroy all tangible embodiments of the SurSoft Software, such destruction to be verified in writing by a notary public and thereupon, the Vendors shall not retain any tangible embodiments of the SurSoft Software. The Vendors agree to forward to the Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordswritten verification made by such notary public upon receipt thereof; (evi) Seller the Vendors shall delivercause the Additional Intellectual Property, including, all works of authorship, formulas, processes, routines, subroutines, techniques, concepts, object code, flow charts, diagrams, coding sheets, source code, listings and annotations, programmers' notes, information, workpapers, work product, manuals and other materials of any type whatsoever that pertain to or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, used in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory SurSoft Software or that are relevant to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty an understanding or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate development of good standingthe SurSoft Software, or equivalent certificate, for to the Company, dated within five (5) Business Days performance of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, SurSoft Software of its intended function or cause purpose to be delivered, delivered to the 280G Consent DocumentsPurchaser; and (hvii) The Parties as consideration for the Deliverables, the Purchaser shall make such other deliveries deliver to the Escrow Agent the Initial Deliverables Payment and as are required by and in accordance with Article VII and Article VIIIconsideration for the Non-Deliverables, the Purchaser shall pay to or to the order of the Vendors the Non-Deliverables Payment.

Closing Deliveries. At or prior to the Closing, the Seller shall deliver or otherwise make available to the Purchaser: (a) certificates evidencing the Shares, properly endorsed by the Seller shall deliverto the Purchaser, or cause accompanied by such documents as may be necessary to be delivered, to Purchaser certificates representing transfer ownership of the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form to the Purchaser on the books of assignment and transferthe Company; (b) Seller resignations of the officers and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in directors of the form agreed to by Purchaser Company and Seller pursuant to Section 6.20 (its Subsidiaries who are affiliated with any of the “Transition Services Agreement”), duly executed by such PartyEquity Sponsors; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause duly executed by the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow AgreementSeller; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate ’s minute books and its stock records and other corporate transfer books and recordsledger; (e) Seller shall delivera certificate, or cause to be deliveredduly executed by an executive officer of the Company attaching (i) the current articles of incorporation of the Company, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it certified by the Company or Delaware Secretary of State, (ii) a Company Subsidiary, in connection with copy of the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or bylaws of the Company after such payment with accompanying certification to the absence of any amendments thereto and (iii) certificates as to the good standing of the Company issued within ten (10) days prior to the Closing Date by the appropriate Governmental Entity within each jurisdiction where the Company is madeorganized or qualified to do business as a foreign entity; (f) a certification, in form and substance reasonably acceptable to the Purchaser, from Seller, executed by a duly authorized Person, certifying that Seller shall deliver is not a certificate foreign Person for purposes of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental AuthorityTreasury Regulation Section 1.1445-2(b)(2); (g) Seller shall deliver(i) in the case of (A) all Closing Indebtedness to be repaid in full at the Closing and (B) the First Lien Agreement, a pay-off letter in form and substance customary for credit transactions originated in the United States providing for payment in full of all monies due and owing thereunder, and a customary release of Liens on any Assets securing such Indebtedness or on the Shares, and (ii) in the case of the Second Lien Agreement, the release of, or cause the agreement of the agent or other financial institutions, as applicable, to be deliveredrelease, the Company and all of its Subsidiaries from all the obligations under the Second Lien Agreement, including a customary release of Liens on any Assets securing the obligations under the Second Lien Agreement or on the Shares, and any obligations with respect to indemnification, guaranty or otherwise; (h) a certificate, duly executed by an executive officer or manager of the Seller stating that the conditions set forth in Section 9.2.1(a) been satisfied; (i) a certificate, duly executed by an executive officer of the Company stating that the conditions set forth in Section 9.2.1(b) have been satisfied; (j) except with respect to the premium for the R&W Insurance Policy, a receipt and release, in form and substance reasonably satisfactory to the Purchaser, duly executed by each recipient of any payment in satisfaction of a Transaction Expense, in case acknowledging that such payment constitutes payment in full of all such amounts owed to such recipient, and that the Company neither owes nor will owe such recipient any further amounts in respect thereof; (k) a copy of the Termination Agreement which has been executed and delivered by Lixxxxxxxx & Co., L.L.C., CEP Advisory Ltd., CoActive Holdings, LLC, C&K, Seller, the Company, LJ Keypad Holding, Inc. and LJ Switch Holdings 1, LLC; (l) a copy of the Assignment Agreement which has been executed and delivered by CoActive Technologies, LLC and the Company; (m) an executed payoff letter regarding the repayment and elimination of the Net C&K Indebtedness; (n) evidence in form and substance reasonably satisfactory to the Purchaser that the equity holders of the Company have received and voted on the proposed approval of Section 280G Consent DocumentsPayments pursuant to Section 7.9 hereof; (o) evidence in form and substance reasonably satisfactory to the Purchaser that (i) sponsorship of the Seller 401(k) Plan has been transferred prior to the Closing Date from the Company to the Seller, and (ii) Seller’s Board of Directors has resolved to vest and that the Seller 401(k) Plan has been amended effective on the Closing Date to vest the unvested portion, if any, of the account balance of any employee of the Company or its Subsidiaries in the Seller 401(k) Plan; (p) a Form W-9 from Seller, and if Seller is a disregarded entity for income Tax purposes, a Form W-9 from each of its ultimate owners that is not a disregarded entity; (q) one or more disks (or other mutually agreed upon form of electronic data storage medium) that contain copies of the entire contents, as of the date of this Agreement, of the data room maintained by Mexxxxx Xorporation; and (hr) The Parties shall make such other deliveries delivery (i) of forms prescribed by Lax xs a basis for claiming exemption or reduction in the United States federal withholding Tax, duly completed and executed, with respect to Closing Indebtedness, and (ii) forms of the type required under Section 3.01(e) of each of the Credit Agreements or Forms W-9, as are required by and in accordance with Article VII and Article VIIIapplicable, from the lenders thereunder.

Closing Deliveries. At closing, Seller shall deliver to Buyer the Closingfollowing: 5.1 A Massachusetts Quitclaim Deed (“Deed”) to the premises from Seller, duly executed and acknowledged by Seller personally, and not under power of attorney. 5.2 A Certificate of Good Standing from the Corporations Division of the Secretary of the Com- monwealth’s office and copies of documents confirming the organization of and operation of the Seller and a Resolution or Consent authorizing the sale of the premises as provided herein. 5.3 Such other instruments and documents as are reasonably required to effectuate the transac- tion contemplated hereby. At closing, Buyer shall deliver to Seller the following: 5.4 Such other instruments and documents reasonably required to effectuate the transaction con- templated hereby. Simultaneously with the delivery of the deed, Seller shall execute and deliver: (a) Affidavits and indemnities under oath with respect to parties in possession and mechanic's liens to induce Buyer’s title insurance company to issue lender's and owner's policies of title insurance without exception for those matters, and Seller shall deliverindemnify and hold harmless the title insurance company for any losses, costs, or cause to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied damages sustained as a result of issuing a policy without exceptions covered by duly executed stock powers or other form of assignment and transfer; such representations; (b) An affidavit, satisfying the requirements of Section 1445 of the Internal Revenue Code and regulations issued thereunder, which states, under penalty of perjury, Seller’s United States taxpayer identification number, that Seller is not a foreign person, and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 Seller’s address (the “Transition Services Agreement”"1445 Affidavit"), duly executed by such Party; ; (c) Seller and Purchaser shall deliver, Internal Reve- nue Service Form W-8 or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, andForm W-9, as applicable, attaching evidence reasonably satisfactory with Seller’s tax identification number, and an affida- vit furnishing the information required for the filing of Form 1099S with the Internal Revenue Services and stating Seller is not subject to Purchaser that all agreements with such party back-up withholding; (d) An updated certification of the warranties and representations contained herein; (e) A "Disclosure of Beneficial Interests in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; Real Property Transaction" certificate as required by G.L. c.7C, §38; and (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to Such additional and further instruments and documents as may be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are consistent with this Agreement and customarily and reasonably required by and Buyer and/or Buy- er’s title insurance company to complete the transactions described in accordance with Article VII and Article VIIIthis Agreement.

Closing Deliveries. At the Closing:, (a) Seller shall deliver, or cause Buyer will transfer the cash portion of the Purchase Price specified in Section 1.4(b) to be delivered, the bank accounts specified by the Company and will deposit the remainder of the Purchase Price into escrow pursuant to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transferEscrow Agreement in accordance with Section 1.4(a); (b) Seller Buyer and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser Company will execute and Seller pursuant to Section 6.20 (deliver the “Transition Services Escrow Agreement”), duly executed by such Party; (c) Seller Buyer and Purchaser shall deliverBahan will execute and deliver an Employment Agreement, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as of Exhibit A B (the “Indemnity Escrow "Bahan Agreement”"), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliverBuyer and Xxxxx Xxxxxx will execute and deliver an Employment Agreement, or cause to be delivered, to Purchaser in the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsform of Exhibit C (the "Xxxxxx Agreement"); (e) Seller shall deliver, or cause the Sellers will execute and deliver to be delivered, Buyer a certificate from each party Xxxx of Sale conveying the Assets to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company SubsidiaryBuyer, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeform of Exhibit D; (f) each Seller shall that owns real estate included within the Assets will execute and deliver a certificate to Buyer one or more grant, bargain and sale deeds conveying such real estate to Buyer, in the form of good standing, or equivalent certificate, for Exhibit E (the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority"Deeds"); (g) Seller shall deliverthe Sellers will execute and deliver to Buyer an Assignment of Lease, in the form of Exhibit F; (h) the Company will endorse and deliver to Buyer any certificates of title necessary to effect or cause record the transfer of any vehicles or other Assets for which ownership is evidenced by a certificate of title; (i) the Sellers will deliver to be deliveredBuyer or otherwise make available the originals or copies of all of the Company's books, records, ledgers, disks, proprietary information and other data and all other written or electronic depositories of information relating to the 280Assets; (j) Buyer will deliver to the Company an Assumption Agreement, in the form of Exhibit G Consent Documentshereto; (k) Buyer and the Company will execute and deliver an Assignment and Assumption Agreement relating to certain of the Company's employee benefit plans, in the form of Exhibit H hereto; and (hl) The Parties shall make such the Company will pay to Buyer all cash then held in the Company's bank accounts other deliveries as are required by than the Excluded Assets, the purchase price payable to the Company at the Closing, the amount authorized for distribution to the Company's stockholders pursuant to the last sentence of Section 4.1 (to the extent not previously distributed) and in accordance with Article VII and Article VIII(if necessary) an amount sufficient to cover outstanding checks.

Closing Deliveries. (a) At the Closing: (a) Seller , Purchaser shall deliver, or cause to be delivered, to Purchaser certificates representing Seller (or one or more other Seller Entities designated by Seller) the Shares duly endorsed following: (i) Payment in immediately available funds of an amount equal to the Closing Purchase Price, by wire transfer(s) to one or more bank accounts designated in writing by Seller and in U.S. dollars, except as expressly provided for transfer or accompanied by duly executed stock powers or other form of assignment and transferin this Agreement, which amount, subject to Section 2.13, shall be paid in full; (bii) Seller and Purchaser shall deliver, or cause the certificate to be delivered, delivered pursuant to Section 7.3(c); (iii) a counterpart of the Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by such PartyPurchaser; (civ) a receipt for the Purchased Entity Shares and Purchased Venture Interests, duly executed by Purchaser; (v) to the extent any Purchased Asset or Assumed Liability is not held by a Purchased Company, a counterpart of the Assignment and Assumption Agreement and Xxxx of Sale for the Purchased Assets (other than the Purchased Entity Shares and the Purchased Venture Interests) and the Assumed Liabilities, by and between the applicable Seller Entities and Purchaser shall deliverPurchaser, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A B hereto (the “Indemnity Escrow AgreementAssignment Agreement and Xxxx of Sale”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement;duly executed by Purchaser; and (dvi) with respect to jurisdictions outside the United States in which the Purchased Assets or Assumed Liabilities are located, such bills of sale, share transfer deeds, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is reasonably acceptable to Purchaser, consistent with the terms and conditions of this Agreement and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case duly executed by Purchaser, to the extent applicable. (b) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsfollowing: (i) the certificate to be delivered pursuant to Section 7.2(c); (eii) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (iii) certificates evidencing the Purchased Entity Shares and Purchased Venture Interests, to the extent that such Purchased Entity Shares and Purchased Venture Interests are in certificate form, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and, to the extent such Purchased Entity Shares and Purchased Venture Interests are not in certificated form, other evidence of ownership or assignment; (iv) a counterpart of the Assignment Agreement and Xxxx of Sale duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Foreign Closing Documents duly executed by each Seller Entity named as a party thereto, to the extent applicable; (vi) a duly executed certificate of non-foreign status from (A) Seller shall deliverand (B) each Seller Entity (other than Seller) that is a United States Person, within the meaning of Section 7701(a)(30) of the Code, substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); (vii) except to the extent requested by Purchaser, resignations of the directors, or cause in the case of entities that have one or more managers in lieu of a board of directors, the resignation of such manager(s), and other officers of the Purchased Companies (to be deliveredthe extent appointed by Seller or its Affiliates), effective upon the Closing; (viii) the organizational books and records of each of the Purchased Companies, including for each, the corporate minute book, stock ledger book, corporate charters and minutes (or equivalent under applicable Law) of each Purchased Company, in each case, with respect to Purchased Ventures, solely to the extent in the possession of Seller or its Affiliates; (ix) a certificate from each party counterpart to whom Transaction Expenses are duethe Second Amendment to Master Services Agreement in the form set forth on Exhibit C hereto (together with the Master Services Agreement and the first amendment thereto, the “Master Services Agreement”), duly executed by the applicable Affiliates of Seller and the applicable Purchased Company as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documentstherein; and (hx) The Parties possession or control of the physical or tangible items included in the Purchased Assets that are not already in the possession or control of a Purchased Company (it being understood that Seller and its Affiliates shall make not be required to relocate any such other deliveries as are required by and items in accordance with Article VII and Article VIIIconnection herewith).

Closing Deliveries. At The Company shall have delivered to Shoeinvest, in form and substance satisfactory to Shoeinvest each of the Closingfollowing: (ai) Seller shall deliver, or cause the Note to be delivered, purchased by Shoeinvest pursuant to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by SECTION 2.1 duly executed stock powers or other form of assignment and transferdelivered by the Company and payable to Shoeinvest; (bii) Seller and Purchaser shall deliver, or cause certificates issued to Shoeinvest evidencing the Common Stock Shares to be deliveredpurchased by Shoeinvest pursuant to SECTION 2.1; (iii) Warrant Certificates issued to Shoeinvest by the Company evidencing the Warrants to be purchased by Shoeinvest pursuant to SECTION 2.1; (iv) the Registration Rights Agreement duly executed and delivered by the Company and Shoeinvest; (v) the Employment Agreement duly executed and delivered by the Company and Xxxxx X. Xxxxxx; (vi) a favorable opinion of Thrasher, Whitley, Hampton & Xxxxxx, counsel for the Company, in form and substance satisfactory to Shoeinvest and its counsel; (vii) all resolutions, certificates and documents Shoeinvest may request relating to (A) the organization, existence, good standing and foreign qualification of the Company and each of its Subsidiaries, (B) the corporate authority for the execution, delivery and enforceability of this Agreement and the consummation of the Closing Transactions, (C) the stock ownership of the Company and each of its Subsidiaries, (D) evidence of all resolutions and related documents necessary to increase the Company's outstanding capital, if necessary, and (E) such other matters relevant to the foregoing as Shoeinvest shall reasonably request, all of which shall be in form and substance satisfactory to Shoeinvest and its counsel; (viii) if applicable, the waiting period applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated and all filings required to be made prior to the Closing Date, and all consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained. (ix) evidence satisfactory to Shoeinvest that all Closing Transactions have been consummated; (x) a Transition Services Subordination Agreement substantially among Shoeinvest, Compass Bank and Bank of Oklahoma in the form agreed and substance reasonably acceptable to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such PartyShoeinvest; (cxi) Seller a certificate from an Authorized Officer of the Company certifying that (A) neither a Default nor an Event of Default has occurred, and Purchaser shall deliver, or cause to be delivered, (B) each and every representation and warranty of the Indemnity Escrow Agreement substantially Company in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), Transaction Documents is true and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreementcorrect in all material respects; (dxii) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and holders of the requisite number of shares of outstanding capital stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with shall have duly and validly approved all items necessary to effect the transactions contemplated by this AgreementAgreement and the other Transaction Documents, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that the Closing Transactions and all agreements with such party in connection therewith will be effectively terminated without penalty other transactions contemplated hereby or further obligation to Purchaser or the Company after such payment is madethereby; (fxiii) Seller the Common Stock Shares, the Warrant Shares and the shares of Common Stock issuable upon conversion of the Notes shall deliver a certificate have been approved for listing on the Nasdaq Small Cap Market, subject to official notice of good standing, or equivalent certificate, for issuance; (xiv) resignations in form acceptable to Shoeinvest of each of the directors of the Company who are not designated by the Major Shareholders pursuant to the provisions of the Shareholders Agreement; (xv) evidence of cancellation of the Company's Employee Net Profits Interest Incentive Compensation Plan ("NPI Plan") and termination of the Company's SEP/XXX Plan established in 1993;and (xvi) such other documents, instruments and agreements as Shoeinvest shall reasonably request in light of the transactions contemplated hereunder. The documents, certificates and opinions referred to in this SECTION 6.1(A) shall be delivered to Shoeinvest no later than the Closing Date and shall, except as expressly provided otherwise, be dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIII.

Closing Deliveries. (a) At the Closing: (a) Seller , Purchaser shall deliver, or cause to be delivered, to Seller (or one or more other Seller Entities designated by Seller) the following: (i) payment in immediately available funds of an amount equal to the Closing Purchase Price, by wire transfer(s) to one or more bank accounts designated in writing by Seller and in Dollars, which amount shall be paid by Purchaser certificates representing the Shares duly endorsed in full, without any set-off or deduction or withholding for transfer or accompanied by duly executed stock powers or other form any amounts (including in respect of assignment and transferTaxes); (bii) Seller and Purchaser shall deliver, or cause the certificate to be delivered, delivered pursuant to Section 7.3(c); (iii) a counterpart of the Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by such PartyPurchaser; (civ) Seller to the extent any Purchased Asset is not held by a Purchased Company, a counterpart of the Bill of Sale for such Purchased Assets (other than the Purchased Entity Shares and Purchaser shall deliverthe Purchased Venture Interests), or cause to be deliveredas applicable, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A B hereto (the “Indemnity Escrow Bill of Sale”), duly executed by Purchaser; (v) to the extent any Purchased Asset or Assumed Liability is not held by a Purchased Company, a counterpart of the Assignment and Assumption Agreement for such Purchased Assets and the Assumed Liabilities, as applicable, attached as Exhibit C hereto (the “Assignment and Assumption Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreementduly executed by Purchaser; (dvi) to the extent not owned by a Purchased Company and solely if required to vest in Purchaser title to any Transferred Owned Property (subject only to Permitted Liens), a quitclaim deed (or the local legal equivalent) for each parcel of Transferred Owned Property constituting a Purchased Asset, in such form and substance sufficient to vest in Purchaser (or any entity designated by Purchaser) all of the applicable Seller Entity’s right, title and interest to such Transferred Owned Property; provided that nothing in such customary affidavits, certificates and filings shall serve or otherwise operate to increase the Liability of the Seller Entities beyond the Liability expressly imposed on Seller by the terms of this Agreement (collectively, the “Deeds”), in each case, duly executed by Purchaser, to the extent applicable; (vii) with respect to jurisdictions outside the United States in which the Purchased Assets or Assumed Liabilities are located, such bills of sale, share transfer deeds, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (including the Foreign Acquisition Agreements) in such form and substance reasonably satisfactory to Seller and Purchaser (in a form that is consistent with the terms and conditions of this Agreement and any other requirements of such jurisdictions) as and to the extent necessary to effect the transfer of such Purchased Assets or the assumption of such Assumed Liabilities pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case duly executed by Purchaser, to the extent applicable; (viii) a counterpart of the IP Assignment Agreement attached as Exhibit D hereto (the “IP Assignment Agreement”), duly executed by Purchaser; (ix) a counterpart of the Trademark License Agreement attached as Exhibit E hereto (the “Trademark License Agreement”), duly executed by Purchaser; and (x) a counterpart of the Ducted Patent License Agreement attached as Exhibit F hereto (the “Ducted Patent License Agreement”), duly executed by Purchaser. (b) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsfollowing: (i) the certificate to be delivered pursuant to Section 7.2(c); (eii) a counterpart of the Transition Services Agreement, duly executed by each Seller shall deliverEntity named as a party thereto; (iii) certificates evidencing the transfer of ownership to the Purchaser of the Purchased Entity Shares and Purchased Venture Interests (excluding any Purchased Entity Shares or Purchased Venture Interests held by any Purchased Company as of the Closing), solely to the extent that such Purchased Entity Shares and Purchased Venture Interests are certificated, duly endorsed in blank or with stock powers or similar instruments of transfer duly executed in proper form for transfer (or, for the Purchased Venture Interests in JCH being transferred under this Agreement, Seller shall, to the extent applicable, deliver or cause to be delivered, delivered to Purchaser a certificate from each party stock transfer form relating to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it shares duly executed by the Company relevant Seller Entity in favor of Purchaser (or a Company Subsidiary, in connection with the transactions contemplated such other party as designated by this AgreementPurchaser)), and, to the extent such Purchased Entity Shares and Purchased Venture Interests are not in certificated form, other evidence of such transfer of ownership in customary form; (iv) a counterpart of the Bill of Sale, duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Assignment and Assumption Agreement, duly executed by each Seller Entity named as a party thereto; (vi) the Deeds, duly executed and notarized by the applicable Seller Entities, to the extent applicable; (vii) a counterpart of the Foreign Closing Documents, attaching evidence reasonably satisfactory duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP Assignment Agreement, duly executed by each Seller Entity named as a party thereto; (ix) a counterpart of the Trademark License Agreement, duly executed by each Seller Entity named as a party thereto; (x) a signed and valid Internal Revenue Service Form W-9 from each Asset Selling Entity that is a “United States person”, within the meaning of Section 7701(a)(30) of the Code; (xi) a counterpart of the Ducted Patent License Agreement, duly executed by each Seller Entity named as a party thereto; (xii) a counterpart of the Controls Supply Agreement attached as Exhibit G hereto (the “Controls Supply Agreement”), duly executed by each Seller Entity named as a party thereto; (xiii) a counterpart of the Product and Purchase Supply Agreement attached as Exhibit H hereto (the “Product and Purchase Supply Agreement”), duly executed by each Seller Entity named as a party thereto; (xiv) a counterpart of the Transitional Trademark License Agreement, duly executed by each Seller Entity named as a party thereto, solely to the extent the parties have negotiated and finalized the Transitional Trademark License Agreement prior to the Closing pursuant to Section 5.9(i); (xv) a resignation letter, effective as of the Closing, duly executed by each director appointed by the relevant Seller Entity to the board of directors of JCH, or resolutions removing such director; (xvi) an irrevocable voting power of attorney in the agreed form and duly executed as a deed by the relevant Seller Entity in respect of the Purchased Venture Interests in JCH being transferred under this Agreement in favor of Purchaser that all agreements with or its nominee, appointing Purchaser as its lawful attorney-in-fact in respect of such party Purchased Venture Interests; (xvii) a copy of the executed resolution of the board of directors of JCH approving the registration of the transfer of the Purchased Venture Interests in connection therewith will be effectively terminated without penalty or further obligation JCH being transferred under this Agreement from the relevant Seller Entity to Purchaser or its nominee (subject to the Company after payment of any applicable stamp duty) and authorizing the delivery to Purchaser of share certificates, if any, in respect of such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent DocumentsPurchased Venture Interests in JCH; and (hxviii) The Parties shall make such other deliveries as are required a duly executed certificate issued by JCH satisfying the requirements of Treasury Regulations Section 1.1445-11T(d)(2)(i), in form and in accordance with Article VII and Article VIIIsubstance reasonably satisfactory to Purchaser.

Closing Deliveries. At the Closing: (a) Seller Purchaser shall deliverdeliver to Seller: (i) the Purchase Price in cash, or cause to be deliveredby wire transfer of immediately available funds, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied account designated by duly executed stock powers or other form of assignment and transfer;Seller; and (bii) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller Xxxx of Sale pursuant to Section 6.20 which Seller sells, transfers and assigns the Purchased Tangible Property to Purchaser (the “Transition Services AgreementXxxx of Sale”), duly executed by such Party;Purchaser. (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (fb) Seller shall deliver a certificate to Purchaser: (i) the Xxxx of good standingSale, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued duly executed by the appropriate Governmental AuthoritySeller; (gii) a limited warranty deed pursuant to which Seller shall delivertransfers the Facility to Purchaser (the “Transfer Deed”), duly executed by Seller; (iii) certified copies of the resolutions duly adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements, and the consummation of all transactions contemplated hereby and thereby; (iv) an ALTA Owner Policy or cause Policies of Title Insurance or marked up commitment for a Title Policy (collectively, the “Title Policy”), to be deliveredsupplied by Seller at its sole expense, in form and substance satisfactory to Purchaser in its sole discretion, insuring good and marketable title in Purchaser of the 280G Consent DocumentsFacility subject only to Permitted Encumbrances, and any exception as to taxes not yet due and payable; (v) a duly executed certificate of non-foreign status in the form and manner that complies with Section 1.1445-2(b)(2) of the Treasury Regulations thereunder; and (hvi) The Parties shall make such other deliveries as the plans and documents related to the Purchased Assets that are required by in the possession of Seller or any of its Affiliates, including those located at the Facility and in accordance with Article VII and Article VIIIthe corporate offices of Seller or Guarantor.

Closing Deliveries. At In addition to the Closingdeliveries contemplated in Article 2, at the Closing the following documents shall have been delivered: (ai) Seller Buyer shall deliverhave received an opinion of Podvey, or cause Sachs, Meanor, Catenacci, Xxxxxxx & Cocoziello, P.C., special counsel to be deliveredSellers and Target, to Purchaser certificates representing dated the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer; (b) Seller and Purchaser shall deliverClosing Date, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit A J; (ii) Target will furnish Buyer with a true copy of Target's Certificate of Incorporation, with all amendments, certified by the “Indemnity Escrow Agreement”)Secretary of Target, and the By-Laws, Minute Books and Stock Transfer Records; (iii) Target shall cooperate have delivered to cause Buyer copies of all of Target's income tax returns for the Indemnity calendar years ended December 31, 1995 and 1996; (iv) The Persons listed on Exhibit G shall have entered into an Employment Agreement with IX or IDT in the form of Exhibit F; (v) Buyer also shall have received the written resignation of the directors of Target; (vi) Each Seller and Technology Seller shall have delivered to the Escrow Agent an executed proxy attached hereto as Exhibit K; (vii) Each Seller and Technology Seller shall have delivered to execute Buyer, and deliver such Indemnity Buyer shall have delivered to each Seller and Technology Seller, an executed copy of the Registration Rights Agreement; (viii) Each Seller and Technology Seller shall have delivered to the Escrow Agent and Buyer, and Buyer shall have delivered to each Seller and Technology Seller, an executed copy of the Escrow Agreement; (dix) Seller Sellers shall deliverhave delivered to Buyer evidence that $100,000 has been paid in escrow by IX to Xxxx Xxxxxxxxx, or cause to Esq., which amount when released by Xx. Xxxxxxxxx from escrow shall be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, owing in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate valuation of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent DocumentsIX; and (hx) The Parties Each Technology Company shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIhave delivered its "source code" to the escrow agent under the Exchange Agreement.

Closing Deliveries. (a) At the Closing: (a) , Seller shall deliver, deliver (or cause to be delivered) to Buyer the following documents and instruments of conveyance and assignment, in each case reasonably satisfactory in form and substance to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by Buyer and its counsel and duly executed stock powers by Seller or such other signatory as may be required by the nature of the document: (i) grant deeds in recordable form effective to vest in Buyer good and marketable fee simple title to all parcels of assignment the Owned Real Property, in each case free and transferclear of all Liens (other than Permitted Liens); (bii) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Partybills of sale, certificates of title, endorsements, assignments, consents and other good and sufficient instruments of sale, conveyance, transfer and assignment sufficient to sell, convey, transfer and assign the Authorizations, the Tangible Personal Property, the Assumed Contracts and the other Assets to Buyer free and clear of any Liens (other than Permitted Liens) and to quiet Buyer’s title thereto; (ciii) certified copies of the required consents or resolutions of the directors, members, managers, and/or partners of Seller and Purchaser shall deliver, (or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”a committee thereof duly authorized), authorizing the execution, delivery and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) performance by Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, andand certification that such consents or resolutions were duly adopted at a duly convened meeting of the directors, as applicablemembers, attaching evidence reasonably satisfactory managers, or partners or committee, at which a quorum was present and acting throughout or by unanimous written consent, and that such consents or resolutions remain in full force and effect, and have not been amended, rescinded or modified, except to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeextent attached thereto; (fiv) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days as of the Closing Date, issued executed by an officer of Seller certifying (A) that the appropriate Governmental Authorityrepresentations and warranties of Seller contained in this Agreement are true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date, except for changes contemplated by this Agreement and except for representations and warranties expressly made solely as of a prior date; and (B) that Seller has, in all material respects, performed all of its obligations and complied with all of its covenants set forth in this Agreement to be performed and complied with by it prior to or on the Closing Date; (gv) subject to the provisions of Section 1.2 hereof, copies of all Authorizations, Assumed Contracts, blueprints, schematics, working drawings, plans, projections, statistics, engineering records, and all files and records regarding the Assets and used by Seller in connection with the Assets and the Station’s operations; (vi) a certificate from the appropriate governmental officials of (A) Delaware as to the good standing of Seller and (B) California as to the good standing as a foreign entity of Seller; (vii) all Consents that Seller has been able to obtain pursuant to this Agreement; (viii) to the extent not previously transferred, the files, records and other information referenced in Section 1.1(f); (ix) a certification signed by Seller to the effect that Seller or, if Seller is an entity disregarded as separate from another entity for federal income tax purposes, such other entity is not a “foreign person” as defined in Section 1445 of the Code; (x) an opinion (or opinions) of Seller’s counsel and Seller’s communications counsel, as applicable, dated as of the Closing Date, covering the matters set forth Exhibit B, subject to customary qualifications, limitations, exceptions and assumptions; (xi) Consulting Agreements in the form of Exhibits C and D hereto executed by Pxxxx Xxxxxxx and Wxxxx Xxxxxxx, respectively; and (xii) such other documents to be delivered by Seller as are reasonably necessary to effectuate and document the transactions contemplated herein. (b) At the Closing, Buyer shall deliver, deliver (or cause to be delivered) to Seller the following documents and instruments of conveyance and assignment, in each case reasonably satisfactory in form and substance to Seller and its counsel and duly executed by Buyer or such other signatory as may be required by the nature of the document: (i) the Purchase Price, which shall be paid in the manner specified in Section 1.5; (ii) an instrument or instruments of assumption of the Authorizations, the 280G Consent DocumentsAssumed Contracts, and the other Assumed Obligations to be assumed by Buyer pursuant to this Agreement; (iii) a certificate, dated as of the Closing Date, executed by an officer of Buyer, certifying that (A) the representations and warranties of Buyer contained in this Agreement are true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date, except for changes contemplated by this Agreement and except for representations and warranties expressly made as of a prior date; and (B) Buyer has, in all material respects, performed all of its obligations and complied with all of its covenants set forth in this Agreement to be performed and complied with by it prior to or on the Closing Date; (iv) certificates from the appropriate governmental officials of (A) Washington as to the good standing of Buyer and (B) California as to the good standing as a foreign entity of Buyer; (v) certified copies of the required consents or resolutions of the directors, members, managers, stockholders or partners of Buyer, (or a committee thereof duly authorized), authorizing the execution, delivery and performance by Buyer of the transactions contemplated by this Agreement, and certification that such consents or resolutions were duly adopted at a duly convened meeting of the directors, members, managers, or partners or committee, at which a quorum was present and acting throughout or by unanimous written consent, and that such consents or resolutions remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto; (vi) Consulting Agreements in the form of Exhibits C and D hereto executed by Buyer; and (hvii) The Parties shall make such other deliveries documents to be delivered by Buyer hereunder as are required by reasonably necessary to effectuate and in accordance with Article VII and Article VIIIdocument the transactions contemplated herein.

Closing Deliveries. (a) At the Closing: (a) , the Seller shall deliver, or cause to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form Buyer each of assignment and transferthe following: (i) the Purchased Assets; (bii) Seller the Escrow Agreement duly executed by the Seller; (iii) a General Assignment and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially Bxxx of Sale in the form agreed to by Purchaser and Seller pursuant to Section 6.20 of Exhibit C attached hereto (the “Transition Services Bxxx of Sale”) duly executed by the Seller; (iv) an Assignment and Assumption Agreement in the form of Exhibit D attached hereto (the “Assignment and Assumption Agreement”) duly executed by the Seller; (v) updated Schedules showing changes from the date of this Agreement through the Closing Date, if any; (vi) an Employment Agreement in the form of Exhibit E attached hereto (the “Employment Agreement”) duly executed by each of the Stockholders; (vii) a lease agreement for the Seller’s Milan, Illinois facility on customary terms and at market rent (the “Lease Agreement”), duly executed by such Partythe Seller, (viii) all certificates of title for the Property and Equipment, duly endorsed for transfer; (cix) Seller all Permits listed on Schedule 4.09, to the extent transferable; (x) duly executed UCC-3 termination statements, mortgage releases and Purchaser such other release and termination instruments (or copies thereof) as the Buyer shall deliverreasonably request in order to vest all right, or cause title and interest in and to be deliveredthe Purchased Assets free and clear of all Liens; (xi) the certificates required by Sections 9.01, 9.02 and 9.04; (xii) duly executed payoff letters with respect to the Indemnity Escrow Agreement substantially Liabilities represented by the Debt Payoff Amount, all in form and substance reasonably acceptable to the form attached as Exhibit A Buyer (the “Indemnity Escrow AgreementPayoff Letters”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement;; and (dxiii) the Seller shall pay in full all broker and other professional and accounting fees incurred in connection with this transaction. (b) At the Closing, the Buyer shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsSeller each of the following: (i) $31,500,000, in cash by wire transfer in immediately available funds, less the Debt Payoff Amount; (eii) Seller shall deliver, or cause $3,500,000 in cash to be delivered, a certificate from each party deposited in the Escrow Account pursuant to whom Transaction Expenses are due, as set forth on Section 2.05 by wire transfer in immediately available funds to the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeEscrow Agent; (fiii) Seller shall deliver a certificate of good standing, or equivalent certificate, for an amount in cash equal to the Company, dated within five (5) Business Days of Debt Payoff Amount by wire transfer in immediately available funds pursuant to the Closing Date, issued by instructions set forth in the appropriate Governmental AuthorityPayoff Letters; (giv) Seller shall deliver, or cause to be delivered, the 280G Consent DocumentsEscrow Agreement duly executed by the Buyer; (v) the Bxxx of Sale duly executed by the Buyer; (vi) the Assignment and Assumption Agreement duly executed by the Buyer; (vii) the Employment Agreements duly executed by the Buyer; (viii) the Lease Agreement duly executed by the Buyer; and (hix) The Parties shall make such other deliveries as are the certificates required by Sections 8.01 and in accordance with Article VII and Article VIII8.02.

Closing Deliveries. At the Closing: (a) At Closing, Seller shall deliverexecute and/or deliver to Buyer the following (collectively "Seller's Closing Documents"): (i) The Deed; (ii) The Assignment, Xxxx of Sale and Assumption Agreement; (iii) A certificate from an officer of Seller reasonably acceptable to Buyer confirming the accuracy of the representations and warranties in Section 10 as of the Closing Date; (iv) Authorizing resolutions or cause minutes from Seller approving this Agreement and the transactions contemplated herein; (v) A FIRPTA affidavit to be deliveredthe effect that Seller is not a "foreign person" (as defined in Section 1445(f)(3) of the Code and the regulations issued thereunder); and (vi) Two (2) lease agreements, to Purchaser certificates representing each lease agreement by and between Buyer, as lessor, and Seller, as lessee, and each lease agreement substantially in the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer;Exhibit E (the "Lease Agreements"). (b) At Closing, Buyer shall execute and/or deliver to Seller the following (collectively "Buyer's Closing Documents"): (i) Authorizing resolutions from Buyer approving this Agreement and Purchaser shall deliverthe transactions contemplated herein; and (ii) A certificate from an officer of Buyer reasonably acceptable to Seller confirming the accuracy of the representations and warranties in Section 11 as of the Closing Date; (iii) The Purchase Note executed by a duly authorized officer of Buyer; (iv) Two (2) lease agreements, or cause to be deliveredeach lease agreement by and between Buyer, a Transition Services Agreement as lessor, and Seller, as lessee, and each lease agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 of Exhibit E (the “Transition Services "Lease Agreements"); and (v) The Assignment, Xxxx of Sale and Assumption Agreement”), duly executed by such Party;. (c) Seller's Closing Documents and Buyer's Closing Documents shall be collectively called herein the "Closing Documents". Buyer and Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying agree that such payment will other documents as may be in full satisfaction legally necessary or appropriate to carry out the terms of all amounts owed to it this Agreement or as reasonably requested by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such other party in connection therewith will shall be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued executed and delivered by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIparty at Closing.

Closing Deliveries. At the Closing:, (a) Seller Buyer shall deliver, deliver or cause the delivery to the Seller of: i. the Agreement to Terminate Management Agreement between the Clinic and Seller dated of even date herewith, in substantially the form attached hereto as Exhibit 6.2(a)i, executed by the Clinic; ii. the Release by Buyer, Clinic, Sea Kat, L.L.C ("Sea Kat") and the Shareholders, of Seller and Parent, in substantially the form attached hereto as Exhibit 6.2(a)ii, executed by Buyer, Clinic, Sea Kat and the Shareholders; iii. a resolution of the shareholders and Board of Directors of the Buyer, approving the execution of this Agreement and all documents to be deliveredexecuted in connection with this Agreement or referenced herein; iv. a certificate, signed by the secretary of Buyer, attaching a true and correct copy of the articles of incorporation and bylaws of the Buyer; v. the cancelled IOI Notes; vi. the Assignment/Assumption of Lease and Consent with respect to Purchaser each of the Leases (except the Lucent Technologies Lease), executed by Buyer, each in substantially the form attached hereto as composite Exhibit 6.2(a)vi and the Transfer and Assumption Agreement pertaining to the Lucent Lease, together with the documentation required by the lessor of such Lease; and vii. such other certified resolutions, documents and certificates representing as are required to be delivered by Seller pursuant to the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form provisions of assignment and transfer;this Agreement. (b) Seller and Purchaser shall deliver, or cause deliver to be delivered, a Transition Services Buyer: i. the Agreement substantially in the form agreed to by Purchaser Terminate Management Agreement between Clinic and Seller pursuant to Section 6.20 (the “Transition Services Agreement”)dated of even date herewith, duly executed by such PartySeller; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIII.

Closing Deliveries. At the Closing: (a) Seller shall deliverdeliver to Buyer: (i) a xxxx of sale (the "Xxxx of Sale") in the form of Exhibit 3.2(a)(i); (ii) Notarial Deeds or other evidence of ownership, if any, of Fleer GmbH held by Seller; (iii) stock certificates or other evidence of ownership by Seller in Fleer Espanola, SA and Dr. Torrents, SA, or cause an assignment, by means of the Xxxx of Sale, of any and all of Seller's right, title and interest in and to be deliveredany and all proceeds from the sale of such ownership interest to the other shareholders in Fleer Espanola, SA or Dr. Torrents, SA, as determined pursuant to Purchaser the By-Laws of Fleer Espanola, SA or Dr. Torrents, SA; (iv) a renewal of the Technical Assistance and Trademark License Agreement by and between Seller and Fleer Espanola, SA listed on Schedule 1.1; (v) such other endorsements, certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or of title and other form instruments of assignment or transfer with respect to the Purchased Assets as Buyer may reasonably request and transferas may be necessary to vest in Buyer all of Seller's right, title and interest in and to the Purchased Assets and shall deliver possession of the Purchased Assets (excluding Trademarks) free and clear of all liens, encumbrances and claims as set forth in Section 1.2 and in accordance with and pursuant to Section 363 of the Bankruptcy Code; (b) Seller and Purchaser Buyer shall deliver, or cause deliver to Seller: (i) the Purchase Price as provided in Section 2 hereof to be delivered, a Transition Services Agreement substantially distributed only pursuant to orders entered by the District Court; (ii) an instrument by which Buyer assumes the Assumed Liabilities in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Partyof Exhibit 1.3; (ciii) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially Certificate of Good Standing of Buyer; (iv) opinion letter from legal counsel for Buyer in the form attached as of Exhibit A (the “Indemnity Escrow Agreement”3.2(b)(iv), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIII.

Closing Deliveries. At the Closing: (a) Seller At Closing, Holdings shall deliver, deliver or cause to be delivereddelivered to Purchaser: (i) an officer’s certificate, to Purchaser certificates representing dated as of the Shares duly endorsed for transfer or accompanied by Closing Date, duly executed stock powers or other form by an authorized officer of assignment Holdings, relating to the satisfaction of the Closing conditions set forth in Section 9.1(a) (as it relates to Holdings), Section 9.1(b) and transferSection 9.1(e) (the “Holdings Closing Certificate”); (bii) Seller a certificate of the Secretary of Holdings certifying that attached thereto is a true and complete copy of resolutions adopted by the board of directors of Holdings authorizing the execution, delivery and performance of this Agreement and the Holdings Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iii) a resignation from each of the Companies, as applicable, of each officer or director of the Companies listed in Section 3.2 of the Disclosure Schedule, effective as of the Closing; (iv) if the Optional Put has not been exercised and closed prior to Closing, evidence reasonably satisfactory to Purchaser shall deliverthat the Xxxxxxx Minority Interest Buyout has been consummated or will be consummated concurrently with the Closing, or cause to be delivered, a Transition Services Agreement substantially in all material respects in the form agreed to by Purchaser and Seller pursuant to Section 6.20 attached hereto as Exhibit VI (the “Transition Services Xxxxxxx Minority Buyout Agreement”); and (v) a counterpart of the assignment and assumption agreement related to the BP Claim in substantially the form attached hereto as Exhibit VII (the “BP Claim Assignment”), duly executed by the applicable Company. (b) At Closing, each Seller shall deliver or cause to be delivered to Purchaser original stock certificate(s) or affidavits of lost stock representing the Shares, as applicable, owned by such Party;Seller, duly endorsed in blank or accompanied by applicable transfer powers. (c) At Closing, the Seller and Purchaser Representative shall deliver, deliver (or shall cause to be delivered, ) to Purchaser: (i) an executed counterpart to the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (dii) an officer’s certificate, dated as of the Closing Date, duly executed by an authorized officer of the Seller shall deliverRepresentative on behalf of each of the Sellers, relating to the satisfaction of the Closing conditions set forth in Section 9.1(a) (as it relates to each such Seller) and Section 9.1(b) (as it relates to each such Sellers) (the “Seller Closing Certificate”); and (iii) either (A) a duly executed certificate, in compliance with Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), certifying that the shares of stock of Holdings are not United States real property interests within the meaning of Code Section 897(c) and that the transactions contemplated by this Agreement are exempt from withholding under Code Section 1445, and a form of notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2), each in a form acceptable to the Purchaser, or cause to be delivered(B) certifications of non-foreign status executed by each Seller (or, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) if any Seller shall deliver, or cause to be deliveredis a disregarded entity for U.S. federal income tax purposes, a certificate from each party to whom Transaction Expenses are duesuch Seller’s regarded owner for such purposes) and satisfying the requirements of § 1.1445-(b)(2)(i), as set forth on of the Transaction Expenses StatementUnited States Treasury Regulations promulgated under the Code, certifying that the transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Code, each in a form acceptable to the Purchaser; provided that notwithstanding Section 9.1(f) such payment will delivery shall not be in full satisfaction a condition to the obligation of all amounts owed Purchaser to it by the Company or a Company Subsidiary, in connection with consummate the transactions contemplated by this Agreement, andbut if Seller Representative fails to deliver such certificates Purchaser shall be permitted to withhold from the consideration payable pursuant to this Agreement the amount required by Section 1445 of the Code. (d) At Closing, Purchaser shall deliver (or cause to be delivered) or shall pay (or cause to be paid) by wire transfer of immediately available funds pursuant to written instructions delivered to Purchaser prior to Closing, as applicablethe case may be: (i) to each Stockholder, attaching evidence reasonably satisfactory the amounts payable to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation Stockholder pursuant to Purchaser or the Company after such payment is madeSection 2.2(d); (fii) Seller shall deliver a certificate of good standingto each Person owed the Debt Payoff Amount (or portion thereof), an amount equal to the Debt Payoff Amount (or equivalent certificateportion thereof) owed to such Person (as set forth in the Payoff Letters) as directed in writing by Holdings; (iii) to Holdings, for the Companybenefit of the Optionholders, the Optionholder Gross Closing Amount by wire transfer of immediately available funds, as directed in writing by Holdings, for payment by Holdings to such Optionholders through Holdings’ or one of its Subsidiaries’ payroll systems; (iv) to each Person or Persons owed any Transaction Expenses, an amount equal to the Transaction Expenses owed to such Person or Persons as directed in writing by Holdings; provided that, if so directed by Holdings, any such amounts which constitute compensation payments shall instead be delivered to Holdings for payment by Holdings to such individual through Holdings’ or one of its Subsidiaries’ payroll systems; (v) to the Sellers, an officer’s certificate, dated within five (5) Business Days as of the Closing Date, issued duly executed by an authorized officer of Purchaser, relating to the satisfaction of the Closing conditions set forth in Section 9.2(a) and Section 9.2(b) (the “Purchaser Closing Certificate”); (vi) to the Sellers, a certificate of the Secretary of Purchaser certifying that attached thereto is a true and complete copy of resolutions adopted by the board of managers of Purchaser authorizing the execution, delivery and performance of this Agreement and the Purchaser Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (vii) to the Seller Representative, an executed counterpart to the Escrow Agreement. (e) As soon as practicable following Closing (following Holdings receipt of the payment contemplated by Section 2.2(d) above), Holdings shall pay to the Optionholders the Option Cancellation Payments (less the amount of Option Taxes with respect to such Option Cancellation Payments) pursuant to Section 2.7. (f) Purchaser or Seller, as applicable, shall be entitled to deduct and withhold from the payments otherwise payable pursuant to this Agreement such amounts (or portions thereof) as Purchaser or Seller is legally required to deduct and withhold with respect to the making of such payment under the Code, the rules and regulations promulgated thereunder or any provision of applicable Law. To the extent that amounts are so deducted or withheld and paid over to the appropriate Governmental Authority;Authority by Purchaser or Seller, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made by Purchaser or Seller. (g) Seller Notwithstanding anything to the contrary herein, but without limiting Purchaser’s obligations hereunder (including Purchaser’s obligation to pay the Closing Consideration), Purchaser shall deliver, be entitled at the Closing to direct that any of the Shares be transferred by the Sellers to one or cause more of the Purchaser’s Affiliates in lieu of any such transfer to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIPurchaser itself.

Closing Deliveries. At the Closing: (a) At Closing, Seller shall deliver, deliver or cause to be delivereddelivered to Buyer each of the following: (i) the Purchased Assets; and (ii) an easement in substantially the same form attached hereto as Exhibit B, which is incorporated herein by reference, duly executed in triplicate, granting Buyer rights in connection with its provision of water service relating to Purchaser rights-of-way owned by Seller (the “Easement”); and (iii) duly executed duplicate originals of a Xxxx of Sale and General Assignment in substantially the same form attached hereto and incorporated herein as Exhibit C (the “Xxxx of Sale”); and (iv) executed copies of deeds and related transfer documents for the two (2) tax parcels that are part of the Purchased Assets; and (v) to the extent Seller has not delivered them to Buyer prior to Closing, such records relating to the Municipal Water Utility and/or the Purchased Assets, such as Permits, certificates representing the Shares of title duly endorsed for transfer transfer, maintenance records, equipment warranties, and customer account information, as are necessary or accompanied by duly executed stock powers proper to facilitate the transactions contemplated hereby, Buyer’s ownership of the Purchased Assets, or other form Buyer’s subsequent provision of assignment water service to the Service Area; and (vi) a correct and transfer;complete list of Seller’s Municipal Water Utility customers as of Closing. (b) Seller and Purchaser At Closing, Buyer shall deliver, deliver or cause to be delivered, a Transition Services Agreement substantially in delivered to Seller each of the form agreed to by Purchaser and Seller pursuant to Section 6.20 following: (the “Transition Services Agreement”), i) duly executed by such Party;triplicate originals of the Easement; and (ii) duly executed duplicate originals of the Xxxx of Sale. (c) Seller and Purchaser During Closing, Buyer shall deliver, or cause to be delivered, payoff the Indemnity Escrow Agreement substantially WIAC Loans in the form attached as Exhibit A (amount identified by the “Indemnity Escrow Agreement”)State of Delaware using the wire payment instructions provided by the State, and then Buyer shall cooperate to cause pay the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days remainder of the Closing Date, issued Cash Purchase Price to Seller using the wire payment instructions provided by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIISeller.

Closing Deliveries. (a) By Sellers. At the Closing: (a) Seller shall deliver, Parent will deliver or cause to be delivereddelivered to Purchaser: (i) if the Purchased Equity Interests are certificated, to Purchaser certificates representing the Shares Purchased Equity Interests, duly endorsed for transfer in blank or accompanied by duly executed stock powers or any other form proper instrument of assignment duly endorsed in blank; (ii) bills of sale, certificates of title, deeds, notarial deeds, real property transfer tax declarations and other instruments of assignment and transfertransfer as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Asset Sellers’ right, title and interest in and to the Acquired Assets and the Purchased Equity Interests and the Assumed Benefit Plans (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement) (collectively, the “Business Transfer Documents”), duly executed by Parent or the applicable Seller; (biii) Seller and Purchaser shall deliverthe transition services agreement, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 attached as Exhibit 3.2(a)(iii) (the “Transition Services Agreement”), duly executed by such PartyParent or the applicable Seller; (civ) Seller and Purchaser shall deliverthe bailment agreement, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A 3.2(a)(iv) (the “Indemnity Escrow Bailment Agreement”), and shall cooperate to cause duly executed by Parent or the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreementapplicable Seller; (dv) Seller shall delivereach other Ancillary Agreement, duly executed by Parent or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsapplicable Seller; (evi) Seller shall deliverunless otherwise requested by Purchaser, or cause to be deliveredresignation letters from the directors, officers and managers, as the case may be, of the Purchased Companies, effective immediately after the Closing; (vii) a certificate non-foreign person affidavit dated as of the Closing Date from each party to whom Transaction Expenses are due, as Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury and in form and substance required under the Transaction Expenses StatementTreasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 of the Code; (viii) a certificate, in form and substance reasonably acceptable to the Parties, from each Seller set forth on Exhibit 3.2(a)(viii), certifying that such payment will be none of their respective assets are United States real property interests (as defined in full satisfaction Section 897(c)(1) of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeCode); (fix) Seller shall deliver a certificate of good standingthe Excluded Transfer Documents, duly executed by Parent or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documentsapplicable Seller; and (hx) The Parties shall make such other deliveries customary closing documents and instruments as are required by and in accordance with Article VII and Article VIIIthis Agreement.

Closing Deliveries. At the Closing: (a) At Closing, Seller shall deliverexecute and/or deliver to Buyer the following (collectively "Seller's Closing Documents"): (i) The Deed; (ii) The Assignment, Bill xx Sale and Assumption Agreement; (iii) A certificate from an officer of Seller reasonably acceptable to Buyer confirming the accuracy of the representations and warranties in Section 10 as of the Closing Date; (iv) Authorizing resolutions or cause minutes from Seller approving this Agreement and the transactions contemplated herein; (v) A FIRPTA affidavit to be deliveredthe effect that Seller is not a "foreign person" (as defined in Section 1445(f)(3) of the Code and the regulations issued thereunder); and (vi) A lease agreement, to Purchaser certificates representing by and between Buyer, as lessor, and Seller, as lessee, substantially in the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer;Exhibit E (the "Lease Agreement"). (b) At Closing, Buyer shall execute and/or deliver to Seller the following (collectively "Buyer's Closing Documents"): (i) Authorizing resolutions from Buyer approving this Agreement and Purchaser shall deliverthe transactions contemplated herein; and (ii) A certificate from an officer of Buyer reasonably acceptable to Seller confirming the accuracy of the representations and warranties in Section 11 as of the Closing Date; (iii) The Purchase Note executed by a duly authorized officer of Buyer; (iv) A lease agreement, or cause to be deliveredby and between Buyer, a Transition Services Agreement as lessor, and Seller, as lessee, substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 of Exhibit E (the “Transition Services "Lease Agreement”"); and (v) The Assignment, duly executed by such Party;Bill xx Sale and Assumption Agreement. (c) Seller's Closing Documents and Buyer's Closing Documents shall be collectively called herein the "Closing Documents". Buyer and Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying agree that such payment will other documents as may be in full satisfaction legally necessary or appropriate to carry out the terms of all amounts owed to it this Agreement or as reasonably requested by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such other party in connection therewith will shall be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued executed and delivered by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIparty at Closing.

Closing Deliveries. (a) At the Closing: (a) Seller , to be held simultaneously with the execution and delivery of this Agreement, Sellers shall deliver, or cause to be delivered, to Purchaser certificates representing the Shares Buyer the following: (i) A copy of resolutions duly endorsed for transfer or accompanied adopted by Sellers, authorizing the execution, delivery and performance of this Agreement and the Bxxx of Sale and Assumption Agreement, and a certificate of the respective secretaries of Sellers, dated the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect as of the Closing Date; (ii) A duly executed stock powers or counterpart of the Bxxx of Sale and Assumption Agreement in form and substance reasonably satisfactory to Buyer, and any other instruments of transfer necessary to transfer ownership to Buyer of the Transferred Assets; (iii) Instruments that shall be effective to transfer to Buyer all of Sellers’ right, title and interest in and to the Intellectual Property of Sellers included in the Transferred Assets in form suitable for filing with the necessary Governmental Authorities; (iv) A certificate of assignment good standing from the Secretary of State of QS’ jurisdiction of incorporation and transferfrom the Secretary of State of each jurisdiction in which QS is qualified to do business as set forth on Schedule 3.1; (v) A certificate of good standing from the Secretary of State of Parent’s jurisdiction of incorporation; and (vi) such other and further documents, instruments, certificates and agreements reasonably deemed by Buyer’s counsel to be necessary to effectuate the transactions contemplated by this Agreement; (b) Seller At the Closing, and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in simultaneously with the form agreed to by Purchaser execution and Seller pursuant to Section 6.20 (the “Transition Services delivery of this Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller Buyer shall deliver, or cause to be delivered, to Purchaser Sellers the Company's following: (i) A copy of resolutions duly adopted by Buyer, authorizing the execution, delivery and Company Subsidiaries' corporate minute books performance of this Agreement and stock records the Bxxx of Sale and other corporate books Assumption Agreement, and recordsa certificate of the secretary of Buyer, dated the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect as of the Closing Date; (eii) Seller shall deliverA copy of resolutions duly adopted by Netsmart, or cause authorizing the execution, delivery and performance of this Agreement and the Bxxx of Sale and Assumption Agreement, and a certificate of the secretary of Netsmart, dated the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect as of the Closing Date; (iii) A duly executed counterpart of the Bxxx of Sale and Assumption Agreement; (iv) The duly executed Promissory Note; (v) A certificate of good standing from the Secretary of State of Buyer’s jurisdiction of incorporation and from the Secretary of State of the jurisdiction in which Buyer maintains its principal place of business; and (vi) such other and further documents, instruments, certificates and agreements reasonably deemed by Sellers’ counsel to be delivered, a certificate from each party necessary to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with effectuate the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIII.

Closing Deliveries. (a) At the Closing, the Management Shareholders will deliver to the Investor: (ai) Seller shall deliver, or cause to be delivered, to Purchaser certificates representing the Shares Purchased Shares, duly endorsed for transfer (or accompanied by duly executed stock powers or other powers), for transfer to the Investor; (ii) the Amended and Restated Shareholders' Agreement, in the form of assignment Exhibit A attached hereto (the "Amended and transfer;Restated Shareholders' Agreement"), executed by each of the Management Shareholders individually and on behalf of each of the Total Companies; and (iii) an amendment to each Management Shareholders' Employment and Noncompetition Agreement, in the form of Exhibit B attached hereto (the "Noncompetition Amendments"), executed by the respective Management Shareholder. (b) Seller At the Closing, the Investor and/or USX will deliver to each Management Shareholder: (i) the Purchase Price for the Purchased Shares being purchased from such Management Shareholder, by check payable to such Management Shareholder or by wire transfer to an account designated by such Management Shareholder; (ii) certificates representing the remaining shares of Capital Stock held by each Management Shareholder after giving effect to the sale of the Purchased Shares to the Investor; (iii) the Amended and Purchaser shall deliverRestated Shareholders' Agreement, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by the Investor and USX; and (iv) the Restricted Stock Award Notice for the Restricted Stock Award being granted to such PartyManagement Shareholder; (c) Seller and Purchaser shall deliver, or cause to be deliveredAt the Closing, the Indemnity Escrow Agreement substantially in Total Companies will deliver to the form attached as Exhibit A (Investor and the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement;Management Shareholders: (di) Seller shall deliverthe Amended and Restated Shareholders' Agreement, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it executed by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent DocumentsTotal Companies; and (hii) The Parties shall make such other deliveries as are required the Noncompetition Amendments, executed by and in accordance with Article VII and Article VIIIthe Total Companies.

Closing Deliveries. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Initial Closing: , (a) Purchaser, and/or RIDA Entity, as applicable, as provided in Section 2.2, shall pay to the Seller (and/or any Seller Affiliate) the applicable portion of the Purchase Price by wire transfer of immediately available funds to an account designated by Seller; (b) Seller (and/or any Seller Affiliate) shall deliver to Purchaser (and its permitted assignee(s)) one or more Assignments of Membership Interests executed by Seller (and/or any Seller Affiliate) in respect of the Purchased Interests (other than the Deferred Purchased Interests); (c) the parties to the Ancillary Agreements shall execute and deliver the Ancillary Agreements (including, without limitation, an Amended and Restated Joint Venture Agreement for each Joint Venture and the Tax Protection Agreement, each reflecting the terms set forth on Exhibit B hereto; (d) Seller shall deliver, or cause to be delivered, deliver to Purchaser certificates representing resignations of personnel that are employed by or otherwise affiliated with Seller from any and all positions as officers, board members or agents of the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment Joint Ventures and/or the Subsidiaries; (e) Seller (and/or any applicable Seller Affiliate) shall deliver to Purchaser (and transfer; any assignee) a Non-Foreign Affidavit and (bf) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and each deliver such Indemnity Escrow Agreement; (d) Seller shall deliverother documents, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records assignments and other corporate books and records; (e) Seller shall deliverinstruments of assignment, transfer or cause to be delivered, a certificate from each party to whom Transaction Expenses are dueconveyance, as set forth on the Transaction Expenses StatementPurchaser or the Seller, certifying that such payment will be respectively, reasonably requests in full satisfaction of all amounts owed order to it by the Company or a Company Subsidiary, in connection with effect the transactions contemplated by this Agreement. In addition, andat the Second Closing, (a) Purchaser, and/or RIDA Entity, as applicable, attaching evidence reasonably satisfactory as provided in Section 2.2, shall pay to the Seller (and/or any Seller Affiliate) the applicable portion of the Purchase Price by wire transfer of immediately available funds to an account designated by Seller; (b) Seller (and/or any Seller Affiliate) shall deliver to Purchaser that all agreements with (and its permitted assignee(s)) one or more Assignments of Membership Interests executed by Seller (and/or any Seller Affiliate) in respect of the Deferred Purchased Interests; (c) the parties to the Ancillary Agreements shall execute and deliver any applicable confirmations and/or amendments to the Ancillary Agreements (to reflect, inter alia, the conveyance of the Deferred Purchased Interests, and the additional Remaining Ares Interests); (d) Seller (and/or any applicable Seller Affiliate) shall deliver to Purchaser (and any assignee) a Non-Foreign Affidavit and (e) Seller and Purchaser shall each deliver such party in connection therewith will be effectively terminated without penalty other documents, assignments and other instruments of assignment, transfer or further obligation to conveyance, as the Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standingSeller, or equivalent certificaterespectively, for reasonably requests in order to effect the Company, dated within five (5) Business Days of the Closing Date, issued transactions contemplated by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIthis Agreement.

Closing Deliveries. At the Closing:, the parties shall execute and deliver the following documents (collectively, the "TRANSFER DOCUMENTS"): (a) Seller the Sellers and the Buyer shall deliverexecute and deliver a xxxx of sale, or cause to be delivered, to Purchaser certificates representing assignment and assumption agreement in substantially the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment EXHIBIT A-1 attached hereto (the "XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT") pursuant to which the Sellers will transfer and transferassign to the Buyer the Acquired Assets and the Buyer will assume the Assumed Liabilities, effective as of the Effective Date; (b) each Seller will execute and Purchaser shall deliver, deliver one or cause to be delivered, a Transition Services Agreement more trademark assignments in substantially in the form agreed to by Purchaser and Seller of EXHIBIT A-2 attached hereto (the "TRADEMARK ASSIGNMENT") pursuant to Section 6.20 (which such Seller will transfer and assign to the “Transition Services Agreement”), duly executed Buyer effective as of the Effective Date the Trademarks owned by such PartySeller being acquired by the Buyer pursuant to this Agreement; (c) each Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to will execute and deliver one or more copyright assignments in substantially the form of EXHIBIT A-3 attached hereto (the "COPYRIGHT ASSIGNMENT") pursuant to which such Indemnity Escrow Seller will transfer and assign to the Buyer effective as of the Effective Date the Copyrights owned by such Seller being acquired by the Buyer pursuant to this Agreement; (d) each Seller shall deliver, or cause will duly endorse for transfer and deliver certificates of title to be delivered, to Purchaser all motor vehicles owned by such Seller included in the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records;Acquired Assets; and (e) each Seller shall deliverwill execute and deliver all such other bills of sale, or cause to be deliveredassignments, endorsements, intellectual property right assignments, domain name assignments, certificates of title, consents and other good and sufficient instruments and documents of conveyance and transfer, all dated the Closing Date and effective as of the Effective Date and in a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence form reasonably satisfactory to Purchaser that the Buyer, as the Buyer reasonably shall deem necessary or appropriate to vest in or confirm to the Buyer full and complete right, title and interest in and to all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIAcquired Assets.

Closing Deliveries. At Lender shall have received on or before the Closingclosing date, in form and substance satisfactory to Lender, all documents, instruments and information and all other agreements, notes, certificates, orders, authorizations, financing statements, mortgages and other documents which Lender may at any time request, including, without limitation, the following: (a1) Seller shall deliver, or cause to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by this duly executed stock powers or other form of assignment Agreement (including Conditions Rider, Reporting Addendum and transferall Schedules); (b2) Seller duly executed UCC-l Financing Statements listing Borrower as debtor and Purchaser shall deliver, or cause Lender as secured party to be delivered, a Transition Services Agreement substantially filed in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Partyall appropriate jurisdictions; (c3) Seller receipt of clear UCC, tax lien and Purchaser shall deliverpending suit and judgment searches in all requisite jurisdictions for Borrower (under both its current name of HMI Industries, Inc. and its former name of Health-Mor, Inc.) or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), appropriate termination statements and/or releases for Borrower and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreementall Subsidiaries; (d4) Seller shall deliver, or cause to be delivered, to Purchaser the Companyevidence of Borrower's property/liability insurance and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsLender's loss payable endorsements; (e5) Seller shall delivera duly executed Mortgage; (6) a duly executed Lockbox/Blocked Account Agreement with Star Bank; (7) evidence that the Borrower is a corporation in good standing with the State of Delaware; (8) evidence that, on or cause to be deliveredbefore the closing date, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of (a) Borrower has consummated all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreementthe Bliss Acquisition; (b) the Bliss Acquisition net proceeds of at least $30 million have been advanced to Borrower; and (c) all indebtedness and obligations of Borrower to Star Bank, andunder the Australian Line of Credit, as applicableunder the Netherlands Line of Credit and under the 7 year private placement term notes, attaching evidence reasonably satisfactory to Purchaser that shall have been paid in full with the proceeds of the Bliss Acquisition and all agreements with such party in connection liens associated therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeterminated; (f9) Seller shall deliver receipt of a certificate of good standingbusiness plan, or equivalent certificateincluding, for the Companywithout limitation, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authorityfinancial projections and a takeover audit acceptable to Lender; (g10) Seller shall deliverduly executed Assignment for Security of Patent, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by Trademark and in accordance with Article VII and Article VIII.Copyrights;

Closing Deliveries. (i) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller or the Escrow Agent, as applicable, the following, dated as of the Closing Date and executed for and on behalf of Parent or Buyer (as applicable) by a duly authorized officer thereof: (a) one or more instruments of assignment and assumption, in customary form and substance reasonably satisfactory to Buyer and Seller and their respective counsel; (b) any and all other instruments, certificates and agreements contemplated by Article VII hereof or as Seller may reasonably request in order to effectively make Buyer responsible for all Assumed Liabilities pursuant hereto to the fullest extent permitted by applicable law. (ii) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser certificates representing Buyer the Shares following, dated as of the Closing Date and executed for and on behalf of Seller by a duly endorsed for transfer or accompanied by duly executed stock powers or other authorized officer thereof: (a) a xxxx of sale, in customary form of assignment and transfersubstance reasonably satisfactory to Buyer and Seller and their respective counsel; (b) one or more instruments and assumption, in customary form and substance reasonably satisfactory to Buyer and Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Partytheir respective counsel; (c) an instrument of assignment of Patents, in customary form and substance reasonably satisfactory to Buyer and Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreementtheir respective counsel; (d) an instrument of assignment of Copyrights, in customary form and substance reasonably satisfactory to Buyer and Seller shall deliverand their respective counsel, or cause and for each Product containing copyrightable work for which Seller has not registered the Copyright if any, an application, in customary form and substance reasonably satisfactory to be deliveredBuyer and Seller and their respective counsel, to Purchaser register such Copyright, along with the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsrequired extracts of the Product to accompany such application; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction an instrument of all amounts owed to it by the Company or a Company Subsidiaryassignment of Trademarks, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence customary form and substance reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made;Buyer and Seller and their respective counsel; and (f) Seller shall deliver a certificate of good standingany and all other instruments, certificates and agreements contemplated by Article VII hereof or equivalent certificate, for the Company, dated within five (5) Business Days as Buyer may reasonably request in order to effectively transfer to Buyer all of the Closing Date, issued Purchased Assets pursuant hereto to the fullest extent permitted by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIapplicable law.

Closing Deliveries. At the Closing: (a) Seller , the Purchase Price shall deliverbe paid by wire transfer of immediately available funds to the account designated by the Company in writing and the Company will deliver to the Investor original certificates and warrants in its name and in such denominations as the Investor may specify prior to the Closing. Further, at the Closing, the Company shall deliver or cause to be delivereddelivered to the Investor (i) the legal opinion of United States counsel to the Company, in agreed form, addressed to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied Investor; (ii) the legal opinion of special PRC (as such term is hereinafter defined) counsel to the Company, in agreed form, addressed to the Investor; (iii) a copy of the Share Purchase Agreement by duly executed stock powers or other form and between Yili Carborundum USA, Inc. a wholly owned subsidiary of assignment the Company incorporated in Delaware (“Yili USA”), and transfer; (b) Seller and Purchaser shall deliverXxxxx Xx, or cause to be deliveredthe sole shareholder of C3 Capital Limited, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 British Virgin Islands company (“C3 Capital”), a copy of which is attached hereto as Exhibit D (the “Transition Services Share Exchange Agreement”; the transactions contemplated thereunder, the “Share Exchange Transaction”), duly executed by such Party; the parties thereto; (civ) Seller a copy of the Equity Transfer Agreement by and Purchaser shall deliverbetween C3 Capital Limited, or cause to be deliveredYili Master Carborundum Production Co., Ltd. (“Yili China”), a corporation incorporated under the Indemnity Escrow Agreement substantially in laws of the form attached as Exhibit A People’s Republic of China (the “Indemnity Escrow PRC”), and Changchun Master Industry Co., Ltd, the sole shareholder of Yili China prior to the equity transfer (“Former Yili China Shareholder”), a copy of which is attached hereto as Exhibit E (the “Yili Equity Transfer Agreement”, the transactions contemplated thereunder, the“Purchase of Yili China”); (v) a copy of Equity Interest Transfer Agreement by and between C3 Capital, Xx. Xxx Zhigang, the sole shareholder of Xinjiang Ehe Mining and Metallurgy Co., Ltd. (“Ehe China”) prior to the equity transfer (“Former Ehe Shareholder”), a copy of which is attached hereto as Exhibit F (the “Ehe Equity Transfer Agreement”), the transactions contemplated thereunder, the “Purchase of Ehe China”); (vi) a copy of the Memorandum of Understanding by and shall cooperate to cause among C3 Capital, Xx. Xxx Xxxxxxx and Xx. Xx Ping, the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; proposed shareholders of Xinjiang Paragon Master Mining Co., Ltd. (d) Seller shall deliver“Quartz Mine China”), or cause a corporation to be deliveredincorporated under the laws of PRC (the “Former Quartz Mine China Shareholder”), to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause a corporation to be deliveredincorporated under the law of the PRC for purposes of exploration and development of certain quartz mine as identified therein, a certificate from copy of which is attached hereto as Exhibit G (the “Quartz Mine MOU”, the transactions contemplated thereunder, the “Purchase of Quartz Mine”, Yili Equity Transfer Agreement, Ehe Equity Transfer Agreement and Quartz Mine MOU are collectively referred hereinafter as the“PRC Restructuring Agreements”, and Purchase of Yili China, Purchase of Ehe China and Purchase of Quartz Mine are collectively referred to hereinafter as the“PRC Entity Restructuring” ); and (vii) each party of the other Transaction Documents (as such term is hereinafter defined) to whom Transaction Expenses are duewhich the Company and/or its Subsidiaries (as such term is hereinafter defined) is a party, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it duly executed by the Company or a Company Subsidiaryand/or such Subsidiaries; and (vi) such other documents, in connection with the transactions contemplated by this Agreement, and, instruments and certificates as applicable, attaching evidence shall be reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued requested by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIInvestor.

Closing Deliveries. At the ClosingClosing on the Closing Date: a. Seller shall sell, assign, transfer and convey to Buyer (or its designee) all of its right, title and interest in and to the Transferred Assets, free and clear of all Encumbrances, except for Permitted Encumbrances, and shall use distributions from the Cure Escrow Account to pay all Cure Amounts due under any Executory Contracts. Such sale, assignment, transfer and conveyance shall be effected or evidenced by delivery by Seller to Buyer of appropriate quit claim deeds, bills of sale, assignments and other documents as Buyer may reasonably require in form and substance reasonably acceptable to Buyer and Seller, including without limitation: (ai) certificates dated the Closing Date and validly executed by an officer of Seller shall deliver, or cause to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfereffect that the conditions set forth in Section 9 have been satisfied; (bii) a legal opinion of in-house counsel to Seller, dated the Closing Date, addressed to Buyer, regarding the corporate authority of Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with consummate the transactions contemplated by this Agreement, and, in the form attached hereto as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeSchedule 4.2(a)(ii); (fiii) Seller shall deliver a certificate all documents, certificates and agreements necessary to transfer to Buyer good and marketable title to the Transferred Assets, free and clear of good standingany Encumbrances thereon, or equivalent certificateexcept for Permitted Encumbrances, for including: (A) an assignment and assumption agreement, assigning to Buyer all of Seller's rights and obligations arising under the CompanyExecutory Contracts, in the form attached hereto as Schedule 4.2(a)(iii); (B) (1)an assignment of lease, dated within five (5) Business Days as of the Closing Date, issued with respect to each Assumed Real Property Lease, in form and substance reasonably acceptable to Buyer, together with any necessary transfer declarations or other filings (and in recordable form if required by Buyer) or, (2) evidence acceptable to Buyer in its reasonable discretion that no such assignment of lease is required with respect to the appropriate Governmental Authorityapplicable Assumed Real Property Lease; (giv) Seller shall deliverthe Title Policy and Survey for each parcel of Real Property; (v) a certified copy of the Sale Order; (vi) the Transition Services Agreement, or cause to be delivered, the 280G Consent Documentsexecuted by Seller; and (hvii) The Parties the Coffeyville Letter Agreement, executed by Seller. b. Buyer shall make such other deliveries deliver to Seller: (i) the Closing Payment; (ii) certificates dated the Closing Date and validly executed by an officer of Buyer to the effect that the conditions set forth in Section 10 have been satisfied; (iii) an assignment and assumption agreement, pursuant to which Buyer assumes the Assumed Liabilities, in the form attached hereto as are required Schedule 4.2(a)(iii); (iv) a legal opinion of in-house counsel to Buyer, dated the Closing Date, addressed to Seller, regarding the corporate authority of Buyer to consummate the transactions contemplated by and this Agreement, in accordance with Article VII and Article VIIIthe form attached hereto as Schedule 4.2(b)(iv); (v) the Transition Services Agreement, executed by Buyer, and (vi) the Coffeyville Letter Agreement, executed by Buyer.

Closing Deliveries. At In connection with the completion of the transactions contemplated in Section 2, at the Closing:; (a) Seller the Buyers and On Stage, shall deliver, deliver or cause to be delivereddelivered to the Seller: (i) the cash portion of the Purchase Price; (ii) the Shares; (iii) the certificate specified in Section 8.5; and (iv) the Pledge Agreement and such other agreements, to Purchaser certificates representing documents and instruments contemplated by this Agreement and such other items as may be reasonably requested by the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer;Seller. (b) the Seller and Purchaser shall deliver, deliver or cause to be delivered, a Transition Services Agreement substantially delivered to the Buyers and On Stage: (i) the certificate specified in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party7.4; (cii) Seller a xxxx of sale and Purchaser shall deliverassignment and assumption agreement transferring all of Seller's right, or cause title and interest in and to be delivered, the Indemnity Escrow Agreement substantially Purchased Assets in form and substance reasonably satisfactory to the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow AgreementBuyers; (diii) a special warranty deed as to the Real Property owned by the Seller shall deliver, or cause in fee simple in form and substance reasonably satisfactory to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsBuyers; (eiv) Seller an assignment and assumption agreement and the subordination, attornment and non-disturbance agreement regarding the Leased Property in form and substance reasonably satisfactory to the Buyers; (v) a termination agreement (in form and substance reasonably satisfactory to On Stage) evidencing the termination of all of the provisions of the On Stage Lease, with the exception of Section 33. of said On Stage Lease which shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be remain in full satisfaction force and effect notwithstanding the termination of the On Stage Lease; (vi) all amounts owed estoppel certificates and consents to it by the Company assignment from any and all mortgagees, lessors, lessees and or a Company Subsidiary, sub-lessees as Buyers may have requested in connection with the transactions contemplated by this AgreementReal Property or the Leased Property, and, as applicable, attaching evidence in form and substance reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent DocumentsBuyers; and (hvii) The Parties shall make the Pledge Agreement and such other deliveries agreements, documents and instruments contemplated by this Agreement and such other items as are required may be reasonably requested by and in accordance with Article VII and Article VIIIthe Buyers.

Closing Deliveries. (a) At the Closing, unless waived by Sellers, Buyer shall deliver, or execute and deliver, as applicable, to (or on behalf of) Sellers: (ai) Seller the Assignment and Assumption Agreements for Assets to which Buyer is a party; (ii) the Assignment and Assumption Agreement for Assumed Liabilities; (iii) for each Leased Real Estate interest assumed, an assignment and assumption of such Real Estate Lease in the form of Exhibit D, or such other good and sufficient document or instrument of assignment or transfer each in form and substance reasonably satisfactory to Sellers and Buyer; (iv) the Closing Payment (which shall deliverbe delivered to Sellers pursuant to Section 2.1(d)); (v) a certificate, dated as of the Closing Date, executed on behalf of Buyer, certifying in such detail as Sellers may reasonably request that the conditions to Closing specified in Sections 7.1 and 7.3 have been satisfied or waived; (vi) the Warrants; (vii) all other documents, certificates, instruments or writings reasonably requested by Sellers in connection herewith. (b) At the Closing, unless waived by Buyer, Cooperheat and IISI, as applicable, shall deliver or cause to be delivered, or execute and deliver, as applicable, to Purchaser certificates representing the Shares duly endorsed Buyer: (i) Assignment and Assumption Agreements for transfer or accompanied by duly executed stock powers or other form of assignment and transferAssets; (bii) Seller the Assignment and Purchaser shall deliver, or cause to be deliveredAssumption Agreement for Assumed Liabilities; (iii) for each parcel of Sellers’ Owned Real Estate assumed, a Transition Services Agreement substantially recordable deed conveying good, indefeasible and, subject to Bankruptcy Court approval, transferable title (in form appropriate for the jurisdiction in which such Owned Real Estate is located and otherwise consistent with this Agreement) or if required for such jurisdiction, such other good and sufficient document or instrument of conveyance or transfer, each in form and substance reasonably satisfactory to Buyer; (iv) for each Leased Real Estate interest assumed, an assignment and assumption of such Real Estate Lease in the form agreed of Exhibit D or such other good and sufficient document or instrument of assignment or transfer, each in form and substance reasonably satisfactory to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such PartyBuyer; (cv) Seller stock certificates representing all of the issued and Purchaser shall deliver, or cause outstanding capital stock of each of the Other Companies and a duly executed Stock Power transferring each of such certificates to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow AgreementBuyer; (dvi) Seller shall deliverstock certificate(s) representing all of the issued and outstanding capital stock of Global Heat (1998) Inc., or cause and a duly executed Stock Power transferring such certificate(s) to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsBuyer; (evii) Seller shall delivera certificate, dated as of the Closing Date, executed on behalf of Sellers by an authorized officer, certifying in such detail as Buyer may reasonably request that the conditions to Closing specified in Sections 7.1 and 7.2 have been satisfied or cause to be deliveredwaived; (viii) copies of the Orders and any other necessary orders of the Bankruptcy Court approving the performance by Sellers of their respective obligations under this Agreement, and any other relevant orders of the Bankruptcy Court; (A) a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, of service certifying that such payment will be in full satisfaction notice of all amounts owed application to it by the Company or a Company Subsidiary, in connection with Bankruptcy Court to consummate the transactions contemplated by this AgreementAgreement was served on all Persons listed on the mailing matrix filed in the bankruptcy cases and those other Persons the Buyer reasonably requests be served and whose names and addresses the Buyer delivers to the Sellers on or before 5:00 p.m. Houston, andTexas time on July 20, as applicable2004, attaching evidence reasonably satisfactory and (B) a list of those notices of the sale returned to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeSellers because of incorrect addresses; (fx) Seller shall deliver a certificate the certificates of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authoritynon-foreign status required pursuant to Section 7.2(g); (gxi) Seller shall deliver, or cause such other documentation as Buyer may reasonably request to be delivered, effect the 280G Consent Documentstransfer of the Assets as contemplated by this Agreement; (xii) the Books and Records; and (hxiii) The Parties shall make such all other deliveries as are required documents, certificates, instruments or writings reasonably requested by Buyer in connection herewith, including, without limitation, all documents necessary to transfer all vehicles and in accordance other bank and brokerage accounts that constitute part of the Assets to Buyer (together with Article VII and Article VIIIthe documents referred to above, the “Ancillary Documents”).

Closing Deliveries. (a) At Settlement, Seller shall deliver to Buyer and, where appropriate, Buyer shall deliver to Seller, duly executed originals of the Closingfollowing: (ai) Seller shall deliverSpecial warranty deeds for each of the Pennsylvania Real Property, or cause to be deliveredthe Arizona Real Property and the Florida Real Property and a limited warranty deed for the Minnesota Real Property, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other and acknowledged by Seller and in proper form of assignment for recording and transfersubstantially in the forms for each jurisdiction attached hereto as Exhibit “D” (the “Deed”); (bii) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement A valid xxxx of sale for the Personal Property in substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 attached hereto as Exhibit “E”; (iii) A valid assignment of the “Transition Services Agreement”)Leases, duly executed by such Party; (c) Seller and Purchaser Buyer, pursuant to which Seller shall deliverassign to Buyer all of Seller’s right, or cause title and interest in and to the Leases and Buyer shall assume the obligations of Seller under the Leases. Such assignment will include an indemnification from Seller to Buyer against liability for claims asserted against Buyer under the Leases for events occurring prior to Settlement and an indemnification from Buyer to Seller against liability for claims asserted against Seller under the Leases for events occurring from and after Settlement, and shall be delivered, the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit “F”; (iv) A letter, substantially in the form attached hereto as Exhibit “G”, addressed to each tenant informing it of the sale; (v) A Nonforeign Person Certification in the form attached hereto as Exhibit “Indemnity Escrow AgreementH”, as required under Section 1445 of the Internal Revenue Code; (vi) A valid assignment, duly executed by Seller and Buyer, pursuant to which Seller shall assign to Buyer all of Seller’s right, title and interest in and to the Surviving Agreements (including, without limitation, any [***] and any Service Contracts), and Buyer shall assume the obligations of Seller under the Surviving Agreements arising from and after the date of Settlement. Such assignment will include an indemnification from Seller to Buyer against liability for claims asserted against Buyer under the Surviving Agreements for events occurring prior to Settlement and an indemnification from Buyer to Seller against liability for claims asserted against Seller under the Surviving Agreements for events occurring from and after Settlement, and shall be substantially in the form attached hereto as Exhibit “I”; (vii) A valid assignment, duly executed by Seller, pursuant to which Seller shall assign to Buyer all of Seller’s right, title and interest in, to and under the Permits, including without limitation the Monarch Lakes Permits and Approvals (defined below in Section 26), and in and to the Intangible Property, it being understood and agreed that such assignment shall be without additional cost or expense to Seller (Buyer assuming responsibility for any applications, documentation or fees necessary to process and perfect any such assignment of the foregoing to Buyer), and shall cooperate be substantially in the form attached hereto as Exhibit “J”; (viii) A valid easement agreement substantially in the form attached hereto as Exhibit “M” pursuant to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Section 24(c) of this Agreement; (dix) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsThe Ground Lease (as hereinafter defined); (ex) Seller shall deliver, or cause [***] (as hereinafter defined); (xi) Seller’s standard authority package certified by the secretary of the Trust evidencing that this Agreement has been duly authorized and that the person(s) executing the documents to be delivereddelivered by Seller have full right, a certificate from each party power and authority to whom Transaction Expenses are duedo so, as set forth on the Transaction Expenses Statement, certifying that such payment will be all in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence form and substance reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation Seller and to Purchaser or the Company after such payment is madeTitle Company; (fxii) Seller shall deliver a certificate of good standingTo the extent not previously made available to Buyer, or equivalent certificate, for the Company, dated within five (5) Business Days originals of the Closing Date, issued by following instruments (or copies if originals are unavailable): (A) the appropriate Governmental AuthorityLeases; (gB) the Tenant Estoppel Certificates and any Seller shall deliverEstoppel Certificates, or cause and all estoppel certificates delivered by Tenants prior to be delivered, the 280G Consent DocumentsEffective Date; (C) the Surviving Agreements; (D) the Association Estoppels (as hereinafter defined); and (hE) the REA Estoppels (as hereinafter defined). (xiii) All keys, master keys, electronic pass cards and combinations to locks at the Property, to the extent in Seller’s possession; (xiv) An owner’s affidavit in substantially the form attached hereto as Exhibit “K”; (xv) Any required municipal, county or state specific forms for recording, transfer of deeds or transfer tax; (xvi) All necessary instruments of assignment, transfer or consent in order for Buyer to complete the transfer of each letter of credit issued as security for a tenants under any Lease; (xvii) A rent roll, current as of the Settlement Date, certified by Seller as being true and correct in all respects; (xviii) The Parties shall make such executed Settlement Statement; and (xix) Such other deliveries instruments, documents or agreements as are required customary and which do not impose any additional liability on Seller or Buyer reasonably necessary to consummate the purchase and sale of the Property. (b) Possession of the Property will be given to Buyer by delivery of the Deeds at Settlement, free of any leases, except the Leases, and in accordance with Article VII and Article VIIIfree of other claims to or rights of possession except those of public record as of the Effective Date. The Deeds will be prepared by Seller at Seller’s expense.

Closing Deliveries. (a) At the Closing, Seller will deliver to Buyer the following, each of which shall be in form and substance satisfactory to Buyer and its counsel: (ai) Seller shall deliverA Bill of Sale dated the Closing Date, or cause in form and substance so as to be delivered, effectively and legally transfer and assign to Purchaser certificates representing Buyer the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment Tangible Personal Property and transfereffectively vest in Buyer good and marketable title to the Tangible Personal Property; (bii) Seller An Assignment and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in Assumption of the form agreed to by Purchaser Station Licenses; (iii) The Assignment and Seller pursuant to Section 6.20 (Assumption Agreements of the “Transition Services Agreement”)Real Property Leases, duly executed by such PartyXxxxxx; (civ) Seller and Purchaser shall deliverConsents to assignment of the Real Property Leases, or cause to be deliveredif required therein, executed by the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow AgreementLandlords thereof; (dv) Seller shall deliverIf necessary, or cause payoff letters from each lienholder, and authorized lien releases with respect to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsAcquired Assets; (evi) Seller shall deliverCertified copies of the resolutions of the Board of Directors of Seller, or cause to be deliveredauthorizing and approving the execution and delivery of this Agreement and authorizing the consummation of the transactions contemplated hereby and thereby; (vii) A certificate, a certificate from each party to whom Transaction Expenses are duedated the Closing Date, as executed by an officer of Seller, certifying the fulfillment of the conditions set forth on in Section 8(b)(i) and (ii) hereof; (viii) A certificate of good standing from the Transaction Expenses StatementSecretary of State of Ohio; and (ix) Such other documents, certifying that such payment will be in full satisfaction of all amounts owed instruments and agreements necessary to it by the Company or a Company Subsidiary, in connection with consummate the transactions contemplated by this AgreementAgreement or as Buyer shall reasonably request, and, as applicable, attaching evidence reasonably each in form and substance satisfactory to Purchaser that all agreements with such party Buyer and its counsel. (b) Prior to or at the Closing, Xxxxx will deliver to Seller the following, each of which shall be in connection therewith will be effectively terminated without penalty or further obligation form and substance satisfactory to Purchaser or the Company after such payment is madeSeller and its counsel: (i) The Purchase Price pursuant to Section 2(a) hereof; (fii) Seller shall deliver a certificate An Assignment and Assumption of good standingthe Station Licenses; (iii) The Assignment and Assumption of the Real Property Leases, or equivalent executed by Xxxxx; (iv) Certified copies of the resolutions of the Board of Directors of Buyer authorizing and approving the execution and delivery of this Agreement and authorizing the consummation of the transactions contemplated hereby and thereby; (v) A certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued executed by the appropriate Governmental AuthorityPresident of Buyer, certifying the fulfillment of the conditions set forth in Section 8(a)(i) and (ii) hereof; (gvi) Seller shall deliver, or cause A certificate of good standing for Buyer from the Secretary of State of California and a certificate of authority to be delivered, the 280G Consent Documentsdo business as a foreign corporation in Ohio; and (hvii) The Parties Such other documents, instruments and agreements necessary to consummate the transactions contemplated by this Agreement or as Seller shall make such other deliveries as are required by reasonably request, each in form and in accordance with Article VII substance satisfactory to Seller and Article VIIItheir counsel.

Closing Deliveries. a. At the Closing, the Seller is delivering to Purchaser the following: (ai) Seller shall deliver, or cause to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form a Xxxx of assignment and transfer; Sale (b) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party; (c) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (dF) Seller shall deliver, or cause to be delivered, transferring to Purchaser all of the CompanySeller's right, title and Company Subsidiaries' corporate minute books interest in and stock records to all of the Seller's Tangible Personal Property and Intangible Personal Property, free and clear of all Encumbrances, except for Encumbrances represented by Assumed Liabilities and the terms of the Contracts and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it matters specifically disclosed by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent DocumentsSeller; and (hii) The Parties shall make an Assignment and Assumption Agreement (in the form attached hereto as Exhibit G) assigning to Purchaser all of Seller's rights under the Contracts, free and clear of all Encumbrances, except for Encumbrances represented by Assumed Liabilities and the terms of the Contracts and other matters specifically disclosed by the Seller and except for any consents to assignments of Contracts and other Assumed Liabilities; and (iii) a Warranty Deed in favor of Purchaser, as grantee, conveying good and indefeasible fee simple title to the Real Property and Improvements (in the form attached hereto as Exhibit H), subject only to Assumed Liabilities and such other deliveries exceptions as may be reasonably acceptable to Purchaser; and (iv) a standard Texas form Owner's Title Policy (in the form attached hereto as Exhibit I) paid for by the Seller in the amount of the Purchase Price attributable to the Real Property, covering the Real Property and Improvements and insuring that the Purchaser is vested with a good, indefeasible fee simple title to such Real Property and Improvements and to all the easements, rights and benefits that are intended to be appurtenant to or to benefit such Real Property, all subject only to such exceptions as may be reasonably acceptable to Purchaser, and including such customarily available endorsements and additional assurances as may be reasonably required by Purchaser; and (v) current evidence establishing that the individuals acting on behalf of the Seller in connection with this Agreement and the Transaction Agreements is/are authorized to so act and to bind the Seller; and (vi) an Affidavit given to Purchaser on behalf of the Seller establishing that the Seller is not a "foreign person" or a "United States real property holding corporation" as defined in accordance with Article VII the Foreign Investment in Real Property Tax Act, specifying the Seller's U.S. Employer Identification Number, specifying the Seller's office address and Article VIII.establishing that withholding of tax is not required upon the disposition of the Seller's interest in the Real Property; and (vii) possession of the Tangible Personal Property and the Real Property and the Improvements; and (viii) copies or originals (as appropriate) of each of the Transaction Agreements executed by all parties; and

Closing Deliveries. At The following deliveries shall be made at or before Closing. All of such deliveries to be made or caused to be made by either party shall, at the Closing:option of the other, be conditions precedent to such other party's obligation to close hereunder, any or all of which may be waived in writing by such other party. (a) Seller shall deliver, deliver or cause to be delivereddelivered to Title Company, for delivery to Purchaser certificates representing Buyer, the Shares duly endorsed following certificates, documents, instruments and agreements: (i) The Deed and a real estate transfer tax valuation affidavit; (ii) A bill of sale conveying any items of personal property referred to in Article II, in their as-is condition, with such customary representations and warranties as may be contained in any bill of sale; (iii) The Final Visibility Easement; (iv) An affidavit of Seller, acceptable to Buyer, dated the Closing Date, that there are no unsatisfied judgments, tax liens or bankruptcies involving the Seller and the Property, as applicable, together with any other customary affidavits requested by the Title Company to facilitate Closing; (v) Assignment of all of Seller's right, title and interest in and to all assignable governmental permits and licenses, if any, issued in connection with the Property together with originals, if held by Seller, or photocopies of the same; or, if there are none, an affidavit of Seller to that effect; (vi) The Owner's Policy issued by the Title Company pursuant to the Commitment described in Article VII hereof for transfer the full amount of the Purchase Price showing title to the Property in Buyer and subject only to the Permitted Exceptions (the “Owner’s Policy”); (vii) An affidavit of Seller certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Internal Revenue Code; (viii) Seller's certificate dated as of Closing confirming that all of Seller's representations and warranties contained in this Purchase Agreement are accurate, current and complete in all material respects; and (ix) Any and all other documents elsewhere described herein or accompanied as may be mutually agreed on between Buyer and Seller as are determined necessary in order to effectuate Closing, including, without limitation, an agreed proration statement, and including such undertakings as may be required by duly executed stock powers or other form of assignment the Title Company to enable them to disburse funds immediately on recording the Deed and transfer;delivering the Owner’s Policy. (b) Seller and Purchaser Buyer shall deliver, deliver or cause to be delivereddelivered to Title Company, a Transition Services for delivery to Seller, the following: (i) The balance of the Purchase Price by wire transfer of funds (less the Effective Date Deposit and as adjusted by any prorations or other deductions); (ii) An original counterpart of the Assignments referred to in clauses (a)(iv) and (a)(v) above, duly and properly executed and acknowledged by Xxxxx; (iii) Resolution(s) of the City of Lansing City Council sufficient to authorize the transactions contemplated by this Purchase Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services AgreementResolution”); (iv) The Reimbursement Costs and Visibility Easement Payment; (v) Any and all other documents elsewhere described herein or as may be mutually agreed on between Buyer and Seller as are determined to be reasonably necessary in order to effectuate the Closing of this transaction, duly executed including such reasonable undertakings as may be required by such Party;the Title Company to enable the Title Company’s immediate disbursement of funds upon recording of the Deed and delivering the Owner’s Policy. (c) Seller and Purchaser Buyer shall deliver, or cause deliver to each other and to Title Company at Closing an agreed settlement statement reflecting the adjustments and prorations pursuant to this Purchase Agreement. (d) Buyer shall have received State of Michigan appropriated funding intended to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A used for development or redevelopment of a city hall administration building (the “Indemnity Escrow AgreementAppropriation”), and the City of Lansing City Council shall cooperate to cause the Indemnity Escrow Agent to execute and deliver have approved receipt of such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records;Appropriation. (e) Seller Unless waived or otherwise agreed to in writing by the Buyer, Buyer shall deliverhave received from Seller, or cause no less than 30 days prior to be deliveredClosing, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be Guaranteed Maximum Price Proposal in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificatemutually agreed upon format, for the Companydevelopment, dated within five (5) Business Days design and construction of the Closing DateBuyer’s required improvements to the Property, issued by in an amount acceptable to the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIIIparties.

Closing Deliveries. At On the ClosingClosing Date, Seller shall deliver or cause to be delivered: (a) Seller shall deliver, or cause to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by A duly executed stock powers or other form of assignment and transferacknowledged special warranty deed conveying the Land and the Improvements to Buyer; (b) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), A duly executed by such Partyquitclaim bill of sale and general assignment conveying the Personal Xxxxerty and the Intangible Property to Buyer; (c) Seller A duly executed assignment and Purchaser shall deliver, or cause to be delivered, assumption of the Indemnity Escrow Agreement substantially in the form attached as Exhibit A Leases and Tenant Deposits (the “Indemnity Escrow Agreement”"ASSIGNMENT OF LEASES"), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser A duly executed assignment and assumption of Property Contracts being assumed (the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records"ASSIGNMENT OF CONTRACTS"); (e) Seller shall deliver, A certificate or cause certificates of non-foreign status from Seller; (f) Customary affidavits sufficient for the Escrow Agent to be delivered, delete any exceptions for mechanic's or materialmen's liens and parties in possession from Buyer's title policy and such other affidavits relating to such title policy as the Escrow Agent may reasonably request; (g) An updated Rent Roll (including a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of list if all amounts owed to it delinquent and prepaid rents) certified by the Company Seller as true and correct as of the Closing Date; (h) Such other instruments as Buyer or a Company Subsidiary, in connection with the Escrow Agent may reasonably request to effectuate the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (fi) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days A duly executed counterpart original of the Closing Dateclosing statement setting forth the Purchase Price, issued the closing adjustments and the application of the Purchase Price as adjusted, (j) Evidence or documents as may reasonably be required by the appropriate Governmental AuthorityEscrow Agent evidencing the status and capacity of Seller to sell the Property and the authority of the person or persons executing the various documents on behalf of Seller in connection with the sale of the Property; (gk) Seller shall deliverOriginals, or cause where unavailable, copies of all Property Contracts, Leases (with all amendments and modifications thereto), operating information, permits, warranties and financial information about the Property in Seller's possession or control relating to be delivered, the 280G Consent Documents; andProperty; (h1) The Parties shall make such other deliveries as are required by All keys to all locks on the Property and similar items, to the extent in accordance with Article VII and Article VIII.Seller's possession;

Closing Deliveries. At the Closing, the parties hereto shall take the following actions: (a) Seller shall deliver, or cause deliver to be delivered, to Purchaser Buyer certificates representing all of the Shares Shares, duly endorsed for transfer executed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, with all appropriate stock powers or other form of assignment and transfertransfer tax stamps affixed; (b) Seller shall deliver to Buyer certificates as to the good standing of the Company and Purchaser IMG (unless IMG shall deliverhave been sold or transferred prior to the Closing Date) in their respective jurisdictions of incorporation, together with a copy of the Certificate of Incorporation of the Company certified by the Delaware Secretary of State or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Partyother appropriate authority; (c) Seller shall deliver to Buyer resolutions of the board of directors of Seller, certified by the Secretary or Assistant Secretary of Seller, approving and Purchaser shall deliverauthorizing the execution, or cause to be delivered, delivery and performance of this Agreement and the Indemnity Escrow Agreement substantially in consummation of the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreementtransactions contemplated hereby; (d) Seller shall deliver, or cause deliver to be delivered, to Purchaser Buyer the Companyofficer's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordscertificate contemplated by Section 6.01 of this Agreement; (e) Seller shall deliver, or cause deliver to be delivered, Buyer a certificate from each party to whom Transaction Expenses are due, as set forth on receipt evidencing receipt of the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madePurchase Price; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days to Buyer an executed copy of the Closing Date, issued by the appropriate Governmental AuthorityAdministrative Services Agreement (as defined in Section 6.02); (g) approvals of the Delaware Insurance Department and if required, approval of the California Insurance Commissioner, and any other consent and approvals set forth on Schedule 3.03; (h) Buyer shall deliver to Seller the Purchase Price by wire transfer of immediately available funds to such account or accounts as shall have been designated in writing to Buyer by Seller; (i) Buyer shall deliver to Seller resolutions of the board of directors of Buyer, certified by the Secretary or Assistant Secretary of Buyer, approving and authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (j) Seller shall deliverprovide the legal opinion of in-house counsel to Seller, and/or such other counsel to Seller reasonably acceptable to Buyer, substantially in the form of Exhibit A, with such modifications as shall be reasonably acceptable to Buyer; (k) Seller shall have provided, on or cause before the Closing Date, copies of the Company's current licenses in each of the jurisdictions listed in Schedule 3.07; (l) Buyer shall deliver to be delivered, Seller the 280G Consent Documentsofficer's certificate contemplated by Section 7.01 of this Agreement; and (hm) The Parties Buyer shall make such other deliveries as are required deliver to Seller a receipt evidencing receipt by and in accordance with Article VII and Article VIIIBuyer of the Shares.

Closing Deliveries. At or before the Closing, Parent and/or Seller shall deliver to Buyer: (ai) Seller shall deliver, or cause to be delivered, to Purchaser certificates representing possession of the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transferPurchased Assets; (bii) a certificate, dated the Closing Date, duly executed by an authorized officer of Seller stating that all representations and warranties made by Seller in this Agreement are true and correct as at such date; (iii) a certificate, dated the Closing Date, duly executed by an authorized officer of Seller and Purchaser shall deliverParent stating that Seller and Parent have performed, complied with or cause fulfilled all covenants, agreements, obligations and conditions required by this Agreement and acknowledging receipt of all deliveries contemplated by Section 4.3.4.; (iv) copies of all the resolutions adopted by the Boards of Directors of Seller and Parent and the shareholder of Seller authorizing and approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified to be deliveredtrue, complete, correct and in full force and effect by the Secretary of Seller and the Assistant Secretary of Parent; (v) a Transition Services Agreement bxxx of sale executed by Seller with respect to the Purchased Assets; (vi) a counterpart to the assignment and assumption agreement executed by Seller with respect to the Assumed Liabilities; (vii) Articles of Transfer substantially in the form attached hereto as Exhibit A; (viii) counterparts to the assignment of the Real Property Lease, executed by the landlord and Parent (the "Leasehold Assignment") and a non-disturbance agreement in favour of Buyer, with respect to its possession of the Leased Property following the Closing, executed by secured creditors of the landlord under the Real Property Lease; (ix) counterparts to the non-competition and non-solicitation agreements (the "Non-Competition Agreements") executed by Seller, Parent, each in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (between the “Transition Services Agreement”), duly executed by such Partyparties; (cx) a Certificate of Good Standing of Seller issued by the Secretary of State of the State of Maryland and Purchaser shall delivera Certificate of Existence of Parent issued by the Secretary of State of the State of Indiana, or cause to be delivered, dated within ten (10) calendar days of the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow AgreementClosing Date; (dxi) true and complete copies of the articles of incorporation of Seller shall deliverand of Parent, or cause to be deliveredincluding all amendments thereto, to Purchaser certified as true, complete and correct by the Company's Secretary of State of Maryland and Company Subsidiaries' corporate minute books Indiana, respectively, and stock records a copy of the Bylaws of Seller and other corporate books of Parent, including all amendments thereto, certified as true, complete and records;correct and in full force and effect by the Secretary of Seller and the Assistant Secretary of Parent, respectively; and (exii) Seller shall deliver, such other documents as Buyer may reasonably request for the purpose of otherwise facilitating the consummation or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction performance of all amounts owed to it by the Company or a Company Subsidiary, in connection with any of the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIII.

Closing Deliveries. (a) At the Closing, Seller shall deliver to Acquirer the following (the "Seller Closing Deliveries"), unless waived by the Acquirer: (ai) Seller shall deliver, or cause to be delivered, to Purchaser certificates certificate(s) representing the Shares Membership Interests, duly endorsed for transfer in blank or accompanied by stock powers duly executed stock powers in blank by the registered holder or other form holders thereof, as of assignment the Closing Date and transferbearing any required legend; (bii) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in copies of all documents evidencing the form agreed to ownership by Purchaser and Seller pursuant to Section 6.20 (Del Sol Investments SA de CV of the “Transition Services Agreement”), duly executed by such PartyProperty; (ciii) Seller and Purchaser shall deliverthe articles of organization of Del Sol LLC, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”)its membership register, and shall cooperate to cause the Indemnity Escrow Agent to execute all minutes and deliver such Indemnity Escrow Agreementresolutions of its board of directors; (div) Seller shall deliverthe Operating Agreement of Del Sol LLC, or cause to be delivered, to Purchaser certified by the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsSecretary of Del Sol LLC as of the Closing Date; (ev) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on resolutions of the Transaction Expenses Statement, certifying that such payment will be in full satisfaction board of all amounts owed to it by directors and unanimous consent of the Company or a Company Subsidiary, in connection with members of Del Sol LLC approving this Agreement and the transactions contemplated hereby, certified by this Agreement, and, the Secretary of Del Sol LLC as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or of the Company after such payment is madeClosing Date; (fvi) Seller shall deliver a certificate of good standing, or equivalent an incumbency certificate, for the Company, dated within five (5) Business Days as of the Closing Date, issued in form reasonably satisfactory to Acquirer, executed by the appropriate Governmental AuthoritySecretary of Del Sol LLC; (gvii) Seller shall deliver, or cause to be delivered, copies of an appraisal report of the 280G Consent DocumentsProperty completed in April 2003 by the registered public officer in the State of Xxxxxxxx; and (hviii) The Parties a legal opinion from Xxxxx and XxXxxxxx in the form attached hereto as EXHIBIT 7 setting forth standard opinions for a transaction of this type including but not limited to: (i) marketable title to the Property, free and clear of any liens, restrictions or encumbrances of any kind, except Permitted Encumbrances; (ii) valid existence of Seller, Del Sol LLC and Del Sol S.A.; (iii) legal authority of Seller to enter into this Agreement, (iv) valid existence of the Lease, and (v) no pending or threatened litigation against Seller, Del Sol LLC or Del Sol S.A., and (b) At the Closing, Acquirer shall make deliver to Seller the following (the "Acquirer Closing Deliveries"), unless waived by the Seller: (i) certificates(s) representing 10,500,000 shares of Series C Convertible Preferred Stock of the Acquirer and 30,000,000 common shares of Acquirer, along with appropriate stock powers and documents required for transfer, duly executed by the President and Secretary of Acquirer as of the Closing Date and bearing any required legend; (ii) resolutions of the board of directors of Acquirer approving this Agreement and the transactions contemplated hereby, certified by the Secretary of Acquirer as of the Closing Date; (iii) an incumbency certificate, dated as of the Closing Date, in form reasonably satisfactory to Seller, executed by the Secretary of Acquirer; (iv) a fully executed Pledge Agreement, in the form attached hereto as EXHIBIT 1 (v) a fully executed Registration Rights Agreement, in the form attached hereto as EXHIBIT 2; (vi) a fully executed Series C Preferred Stock Certificate of Designations, in the form attached hereto as EXHIBIT 3, with evidence satisfactory to Seller that such other deliveries Certificate of Designations has been filed with the Secretary of State of the State of Florida; and (vii) a fully executed Consulting Agreement with ANL Capital GP as are required by and set forth in accordance with Article VII and Article VIII.the Consulting Agreement attached hereto Exhibit 5

Closing Deliveries. At the Closing: (a) Buyer shall pay to Seller shall deliver, or cause to be delivered, to Purchaser certificates representing the Shares duly endorsed for Initial Cash Payment as specified in Section 3.1(a) via wire transfer or accompanied by duly executed stock powers or other form of assignment and transferin immediately available funds; (b) Seller shall deliver to Buyer a certificate of the Secretary of Seller, dated the Closing Date, setting forth resolutions of the Board of Directors authorizing Seller to enter into this Agreement and Purchaser shall deliver, the transactions contemplated herein and certifying that such resolutions were duly adopted and have not been rescinded or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Partyamended; (c) Seller shall deliver to Buyer a certificate of the Secretary of Seller attesting to the incumbency and Purchaser signature of each officer of Seller who shall deliver, execute this Agreement or cause to be delivered, any other document or certificate in connection with the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow AgreementClosing; (d) Seller shall deliverdeliver to Buyer and Buyer shall deliver to Seller an executed copy of the Xxxx of Sale, or cause Assignment and Assumption Agreement (“Xxxx of Sale”) transferring title to be deliveredthe Assets, to Purchaser in the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsform attached hereto as Exhibit B; (e) Seller shall deliver, or cause deliver to be delivered, a certificate from each party to whom Transaction Expenses are due, as Buyer an executed copy of the Assignment of Intellectual Property set forth on at Exhibit C transferring title to the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiaryintellectual property, in connection with the transactions contemplated by this Agreement, and, form attached hereto as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is madeExhibit C; (f) Seller shall deliver a certificate of good standingto Buyer any and all third party consents that are necessary to effectuate the Contemplated Transactions, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authorityas detailed and set forth on Schedule 4.2(f); (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIII.

Closing Deliveries. (a) At the Closing: (a) Seller , Buyer shall deliver, deliver or cause to be delivereddelivered to Unipath: (i) the Purchase Price; (ii) the Unipath Services Agreement (the "Unipath Services Agreement"), executed by Buyer; (iii) evidence, in form and substance reasonably satisfactory to Purchaser certificates representing Unipath, that consents of Governmental Entities required in connection with this Agreement and the Shares duly endorsed transactions contemplated hereby have been obtained and are in full force and effect except for transfer any such consents and approvals the absence of which would not materially impair Buyer's ability to consummate the transactions contemplated by or accompanied by duly executed stock powers or other form of perform its obligations under this Agreement; and (iv) an assignment and transfer;assumption agreement reasonably satisfactory to Buyer and Unipath under which Buyer assumes the Assumed Liabilities, executed by Buyer. (b) Seller and Purchaser At the Closing, Unipath shall deliver, deliver or cause to be delivereddelivered to Buyer: (i) physical possession of all Purchased Assets, including those assets set forth in Section 1.2(vi), capable of passing by delivery, with the intent that title in such Purchased Assets shall pass to Buyer by and on such delivery; (ii) the Unipath Services Agreement, executed by Unipath; (iii) the assignment and assumption agreement delivered pursuant to Section 2.2(a)(iv), executed by Unipath; (iv) an instrument of sale in a Transition Services Agreement substantially form reasonably satisfactory to Buyer transferring to Buyer all of Unipath's and its Affiliates' right, title and interest in and to the Purchased Assets; (v) releases and/or certificates of non-crystallisation, duly executed by General Electric Capital Corporation, in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (with Buyer in respect of all Liens on or affecting any of the “Transition Services Agreement”), duly executed by such PartyPurchased Assets; (cvi) Seller all National Insurance and Purchaser shall deliverPAYE records, or cause fully completed in respect of the Employees and showing that payments are up to date and all records required to be delivered, kept under the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow AgreementWorking Time Regulations 1998; (dvii) Seller shall delivera certificate, dated the Closing Date and signed by the managing director of Unipath, confirming that A. the representations and warranties of Unipath set forth in this Agreement are true and correct as of the Closing Date or such other date that any such representation or warranty speaks as of, except where the failure to be true and correct would not, individually or in the aggregate (I) have a Material Adverse Effect, or cause (II) materially impair Unipath's ability to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records; (e) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with consummate the transactions contemplated by or perform its obligations under this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Governmental Authority; (g) Seller shall deliver, or cause to be delivered, the 280G Consent Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIII.

Closing Deliveries. At the Closing: (a) Seller shall deliver, or cause to be delivered, to Purchaser certificates representing Buyer: (i) an instrument of assignment, in substantially the Shares duly endorsed for transfer form attached hereto as Exhibit A, executed by Seller assigning to Buyer all of Seller's Shares; (ii) an Assignment and Assumption Agreement with respect to the Xxxxxx X. Xxxxxx Liability and a Release from the Xxxxxx X. Xxxxxx Liability in substantially the form attached hereto as Exhibit B, executed by the Company and Xxxxxx X. Xxxxxx; (iii) an Escrow Agreement, in substantially the form attached hereto as Exhibit C (the "Escrow Agreement"), executed by Seller; (iv) a Noncompete Agreement, in substantially the form attached hereto as Exhibit D, executed by Seller; (v) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the Organizational Documents and a Certificate of Good Standing thereof, certifying and attaching all requisite resolutions or accompanied by duly executed stock powers or actions of the Company's board of directors approving the execution and delivery of each of the Transaction Documents and the consummation of the Transactions and certifying to the incumbency of the officers of the Company executing the Transaction Documents; (vi) written resignations of the officers of the Company other form of assignment and transferthan the individuals set forth on Schedule 2.6(a)(vi); (b) Seller and Purchaser Buyer shall deliver, or cause to be delivered, a Transition Services Agreement substantially in : (i) the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such PartyClosing Payment; (cii) Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreementexecuted by Buyer; (diii) Seller shall deliverthe Lease Agreement attached hereto as Exhibit E, or cause to be delivered, to Purchaser the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsexecuted by Buyer; (eiv) Seller shall deliver, or cause to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (f) Seller shall deliver a certificate of good standingthe Secretary of Buyer certifying, or equivalent certificate, for the Company, dated within five (5) Business Days as complete and accurate as of the Closing DateClosing, issued by attached copies of the appropriate Governmental Authority; (g) Seller shall deliverOrganizational Documents and a Certificate of Good Standing thereof, certifying and attaching all requisite resolutions or cause actions of Buyer's board of directors approving the execution and delivery of each of the Transaction Documents and the consummation of the Transactions and certifying to be delivered, the 280G Consent incumbency of the officers of Buyer executing the Transaction Documents; and (h) The Parties shall make such other deliveries as are required by and in accordance with Article VII and Article VIII.

Closing Deliveries. At the Closing, the following actions shall be taken, all of which will be deemed taken simultaneously and no one of which will be deemed completed until all have been completed: (a) The Purchase Price shall be paid to Seller shall deliver, or cause to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer;in accordance with Section 3. (b) Seller The Deeds for each Owned Property shall be executed and Purchaser shall deliver, or cause delivered to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), duly executed by such Party;Buyer. (c) Buyer and Seller and Purchaser shall deliver, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached as Exhibit A (the “Indemnity Escrow Agreement”), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement;an Assignment and Assumption of Lease for each Leased Property. (d) Buyer and Seller shall deliver, or cause to be delivered, to Purchaser execute and deliver an Assignment and Assumption of Sublease for each Sublease encumbering the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records;Properties. (e) An affidavit of the Seller under FIRPTA shall deliver, or cause be delivered to be delivered, a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made;Buyer. (f) Seller shall deliver a certificate of good standing, to Buyer the original counterparts or equivalent certificate, for the Company, dated within five (5) Business Days true copies of the Closing Date, issued Leases assigned by Seller to Buyer and assumed by Buyer pursuant to the appropriate Governmental Authority;Assignment and Assumption of Leases delivered under clause (c) above (or copies thereof certified to be true and correct by Seller) and the original counterparts of the Subleases assigned by Seller to Buyer and assumed by Buyer pursuant to the Assignment and Assumption of Subleases delivered under clause (d) above (or copies thereof certified to be true and correct by Seller). (g) Seller shall deliverdeliver to Buyer estoppel certificates from at least twenty-six (26) of the Franchisees, or cause in the form attached hereto as Exhibit C and the balance of the estoppel certificates, if any, may be delivered by Seller, in the form attached hereto as Exhibit D ("Seller's Estoppel Certificate"), if Seller, after using reasonable efforts, is unable to be delivered, obtain such estoppel certificates from the 280G Consent Documents; andFranchisees by the Closing Date. (h) The Parties Seller shall make such other deliveries deliver to Buyer estoppel certificates from Burger King Corporation with respect to the Leased Properties, in form attached hereto as are Exhibit E. (i) Seller shall deliver the originals (if any, and to the extent in Seller's possession) of all agreements, plans, drawings, surveys, technical descriptions, warranties and licenses or permits affecting the Properties. (j) Any and all documents, affidavits and agreements reasonably required by the Title Insurer to enable it to issue the Title Policies shall be delivered by Buyer and in accordance with Article VII and Article VIIISeller, respectively.

Closing Deliveries. At the ClosingClosing and as a condition thereto: (ai) Seller shall will deliver, or cause to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer;Purchaser: (bA) Seller A General Assignment and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), Xxxx of Sale duly executed by such Party; (c) Seller and Purchaser shall deliverSeller, or cause to be delivered, the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit A (the “Indemnity Escrow Agreement”Schedule 3.1(b)(i)(A), and such other instruments of transfer, sale and assignment as shall cooperate be reasonably necessary to cause vest in Purchaser (or any assignee thereof permitted hereunder) good and marketable title to, and to assign and transfer to Purchaser all of Seller's right, title and interest in, the Indemnity Escrow Agent to execute Purchased Assets as provided herein, free and deliver such Indemnity Escrow Agreementclear of all Liens (other than the Permitted Liens) as provided hereunder; (dB) Seller Provided that the Purchaser remits to PNC the amount required pursuant to Section 2.3(b) hereof, UCC-3 financing statements, pursuant to which PNC shall deliver, or cause terminate all Liens heretofore granted to be delivered, to Purchaser it in any of the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and recordsPurchased Assets as security for the PNC Indebtedness; (eC) Without limiting the provisions of Section 7.6 hereof, such (1) secured transaction, judgment, and tax lien searches relating to the Seller shall deliverand the Purchased Assets, or cause to be delivered, a certificate from each party to whom Transaction Expenses are dueand (2) good standing certificates concerning the Seller, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of all amounts owed to it by the Company or a Company Subsidiary, in connection with the transactions contemplated by this Agreement, and, as applicable, attaching evidence Purchaser may reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is maderequire; (fD) Seller shall deliver a certificate Subject to the provisions Section 6.11, assignments of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days all of the Closing DateSeller's right, issued by title, and interest in and to all trademarks and trademark applications described in Schedule 4.6(d) hereto, in an appropriate form for filing with the United States Patent and Trademark Office and the appropriate Governmental Authorityfiling office in the United Kingdom; (gE) Seller shall deliver, or cause to be delivered, the 280G Consent DocumentsThe Joinder executed by Safeguard; and (hF) The Parties shall make such All other deliveries as are agreements, certificates, consents, approvals and documentary evidence required by and in accordance with Article VII and Article VIIIto be delivered pursuant to Seller's obligations hereunder.

Closing Deliveries. At On the ClosingClosing Date, Seller shall deliver or cause to be delivered: (a) Seller shall deliver, or cause to be delivered, to Purchaser certificates representing the Shares duly endorsed for transfer or accompanied by The Deed duly executed stock powers or other form of assignment and transferacknowledged; (b) Seller and Purchaser shall deliver, or cause to be delivered, a Transition Services Agreement substantially in the form agreed to by Purchaser and Seller pursuant to Section 6.20 (the “Transition Services Agreement”), A duly executed by such Partyquitclaim bill of sale and general assignment conveying the Personal Proxxxxy and the Intangible Property to Buyer; (c) Seller A duly executed assignment and Purchaser shall deliver, or cause to be delivered, assumption of the Indemnity Escrow Agreement substantially in the form attached as Exhibit A Leases and Tenant Deposits (the “Indemnity Escrow Agreement”"ASSIGNMENT OF LEASES"), and shall cooperate to cause the Indemnity Escrow Agent to execute and deliver such Indemnity Escrow Agreement; (d) Seller shall deliver, or cause to be delivered, to Purchaser A duly executed assignment and assumption of Property Contracts being assumed (the Company's and Company Subsidiaries' corporate minute books and stock records and other corporate books and records"ASSIGNMENT OF CONTRACTS"); (e) Seller shall deliver, A certificate of non-foreign status from Seller; (f) Customary affidavits sufficient for the Escrow Agent to delete any exceptions for mechanic's or cause materialmen's liens and parties in possession from Buyer's title policy and such other affidavits relating to be delivered, such title policy as the Escrow Agent may reasonably request; (g) An updated Rent Roll (including a certificate from each party to whom Transaction Expenses are due, as set forth on the Transaction Expenses Statement, certifying that such payment will be in full satisfaction of list if all amounts owed to it delinquent and prepaid rents) certified by the Company Seller as true and correct as of the Closing Date; (h) Such other instruments as Buyer or a Company Subsidiary, in connection with the Escrow Agent may reasonably request to effectuate the transactions contemplated by this Agreement, and, as applicable, attaching evidence reasonably satisfactory to Purchaser that all agreements with such party in connection therewith will be effectively terminated without penalty or further obligation to Purchaser or the Company after such payment is made; (fi) Seller shall deliver a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days A duly executed counterpart original of the Closing Dateclosing statement setting forth the Purchase Price, issued by the appropriate Governmental Authorityclosing adjustments and the application of the Purchase Price as adjusted; (gj) Evidence or documents as may reasonably be required by the Escrow Agent evidencing the status and capacity of Seller shall deliverto sell the Property and the authority of the person or persons executing the various documents on behalf of Seller in connection with the sale of the Property; (k) Originals, or cause where unavailable, copies of all Property Contracts, Leases (with all amendments and modifications thereto), operating information, permits, warranties and financial information about the Property in Seller's possession or control relating to the Property; (l) All keys to all locks on the Property and similar items, to the extent in Seller's possession; (m) All documents reasonably required to effect the assignment and assumption of the Existing Loan, in form and substance reasonably acceptable to the parties and acceptable to Lender; (n) To the extent required, documents for the transfer of telephone, electric, water and sewer, and gas utilities, as may be delivered, required by the 280G Consent Documentsutility; (o) A satisfactory and valid written termination of the management agreement executed by the existing management and rental agent for the Property; and (hp) The Parties shall make such other deliveries form attached hereto as are required Exhibit G (Disclosure of Information on Lead-Based Paint and/or Lead-Based Paint Hazards duly executed by and in accordance with Article VII and Article VIIISeller.