Common use of Closing Matters Clause in Contracts

Closing Matters. A) On or before the Close of Escrow, Seller shall execute and deliver to Escrow Agent the following: (i) a Special Warranty Deed conveying fee simple title to the Property to Buyer, subject to Permitted Title Exceptions; (ii) an Affidavit of Real Property Value in connection with the conveyance of the real property; (iii) any documents that may be required to transfer and convey to Buyer the Property, including without limitation any water rights or other rights appurtenant to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer of the funds required by Buyer to close this transaction as shown on the approved settlement statement; and (ii) the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and deliver to Buyer, at the Close of Escrow, at Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) in the amount of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs shall be prorated as of the date of Close of Escrow based on the latest information available to the Escrow Agent. Reasonable escrow fees shall be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in this Agreement to the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, Arizona.

Closing Matters. (a) At Closing, Seller shall: (i) cause the Title Company to modify (by interlineation or otherwise) the Commitment to reflect the Permitted Exceptions, thereby indicating the commitment of the Title Company to issue to Purchaser the Title Policy; (ii) To the extent available and in Seller's possession or control, deliver originals of the Leases and all Contracts affecting the Real Property either at Closing or by making same available at the Property; (iii) Deliver possession of the Property, subject to the Permitted Exceptions and the rights of parties in possession; (iv) To the extent available and in Seller's possession, deliver copies of all necessary permits issued by appropriate governmental authorities and utility companies relating to the Property; (v) Execute, acknowledge and deliver a special warranty deed ("Deed") in the form attached hereto as Exhibit "B", conveying the Real Property; (vi) Execute, acknowledge and deliver a xxxx of sale, assignment and assumption ("Xxxx of Sale") in the form attached hereto as Exhibit "C", conveying without warranty the Personalty and assigning Seller's interest in the Leases, Intangible Property, Security Deposits and the Contracts; (vii) Deliver evidence of its authority to execute the Deed and the Xxxx of Sale; (viii) Deliver a non-foreign entity certification in the form attached hereto as Exhibit "D", certifying, in compliance with Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder that Seller is not a "foreign person"; (ix) Deliver an affidavit or certificate reasonably requested by the Title Company in connection with its issuance of the Title Policy; (x) Deliver a form notice letter in the form attached hereto as "Exhibit E", to be delivered to each Tenant acknowledging that Seller has conveyed its interest in the Leases and the Security Deposits to Purchaser ("Tenant Notice Letters"); and (xi) Deliver such other documents as may be reasonably requested by Purchaser or Title Company, including transfer tax affidavits and evidence of authority to sell the Property in accordance with this Agreement. (b) At Closing, Purchaser shall: (i) Deliver the Purchase Price to the Title Company (all monies Purchaser is required to deliver shall be wired to the account designated by Title Company and available for disbursement by wire transfer to Seller no later than 1:00 p.m., Dallas, Texas time, on the Closing Date) or to Seller as provided in Section 2.1; (ii) Execute and deliver such documents as may be reasonably required by Seller or Title Company, including but not limited to, a certified copy of a resolution of the Board of Directors of Purchaser (if a corporation) authorizing Purchaser to consummate the purchase of the Property and to issue the Shares in accordance with this Agreement and designating those persons authorized to execute and deliver all necessary documents at Closing; (iii) Deliver (A) On Certificates of Good Standing and Corporate Existence, and (B) copies of any and all of the documents evidencing the corporate structure of Purchaser which Seller reasonably may request; (iv) Execute and deliver the Xxxx of Sale, assuming the obligations under the Leases and the Contracts from and after Closing and the obligation, whether arising before or before after Closing, relating to the Close physical or environmental condition of Escrowthe Property; (v) Execute and deliver the Tenant Notice Letters to each Tenant acknowledging that Purchaser has received and is responsible for the Security Deposits; and (c) At Closing, Purchaser and Seller shall execute and deliver to Escrow Agent a Closing Statement setting forth the following: (i) a Special Warranty Deed conveying fee simple title to the Property to BuyerPurchase Price and all prorations, subject to Permitted Title Exceptions; (ii) an Affidavit of Real Property Value in connection with the conveyance of the real property; (iii) any documents that may be required to transfer adjustments and convey to Buyer the Propertycredits thereto and, including without limitation any water rights or other rights appurtenant to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer of the funds required by Buyer to close this transaction as shown on the approved settlement statement; and (ii) the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and deliver to Buyer, at the Close of Escrow, at Seller’s expenseif necessary, a standard owner’s title insurance policy post-closing agreement with respect to any adjustments based on estimates that are to be re-adjusted after Closing. (or binding commitment to issue samed) in At Closing, the amount of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs following items shall be prorated as of the date Closing Date with all items of Close income and expense for the Property being borne by Purchaser for the Closing Date: rents; fees and assessments; prepaid expenses and obligations under Contracts; accrued expenses; and real and personal and other ad valorem taxes ("Ad Valorem Taxes") for the year of Escrow Closing. (i) If the Ad Valorem Taxes for the year of Closing are not known or. cannot be reasonably estimated, taxes shall be adjusted based on taxes for the latest information available year prior to Closing. After the Ad Valorem Taxes for the year of Closing are known, adjustments, if needed, will be made between the parties. Any additional Ad Valorem Taxes relating to the Escrow Agent. Reasonable escrow fees year of Closing or prior years arising out of a change in the use of the Real Property or a change in ownership shall be borne one-half paid by each party; each party Purchaser' when assessed. The provisions of this Section 7.2(d)(i) shall pay survive Closing. (ii) Purchaser shall take all steps necessary to effectuate the transfer of all utilities to its own attorneys fees; name as of the Closing Date, and where necessary, post deposits with the utility companies. Purchaser shall further ensure that all utility meters are read as of the Closing Date. Seller shall pay all utilities up to and including the Closing Date and all utilities thereafter shall be paid for by Purchaser. Seller shall be entitled to recover any transfer taxes and all deposits held by any utility company as of the date of Closing. To the extent Purchaser fails to provide, where required, deposits to any such utility company(s) so as to prevent the timely release of Seller's deposit(s) by the utility company(s) on the Closing Date, the amount of such deposit(s) shall be credited to Seller and the Purchase Price shall be adjusted accordingly. In such event, the deposit(s) will be assigned to Purchaser who shall have rights to have the deposit(s) released to it upon satisfaction of the conditions imposed by the utility company. (iii) Seller shall at Closing pay to the Purchaser, in cash, the amount of any rents paid to the Seller by the Tenants, for the Closing Date and periods subsequent to the Closing Date. No proration shall be made for rents delinquent as of the Closing Date (hereinafter called the "Delinquent Rents"). All rentals collected on or documentary stamps after the Closing Date shall be allocated first to the most recent month for which rental is due by the Tenant and then to Delinquent Rents. Any Delinquent Rents collected by Purchaser after Closing in accordance with the foregoing allocation shall be forthwith paid by Purchaser to Seller. Once any Delinquent Rents are in excess of ninety (90) days past due, all rights to pursue collection of such amounts shall vest solely in Seller, provided, however, that Seller shall not be entitled to pursue eviction proceedings in connection with any such legal action. Seller shall retain the Security Deposits and the amount thereof as reflected on the Rent Roll shall be credited to the Purchase Price. (e) Purchaser agrees to: (i) assume and perform all of the covenants of Seller and Seller's predecessor in title pursuant to the Leases and Contracts, which are performable subsequent to the Closing Date and all obligations, whether arising before or comparable taxes after the Closing Date relating to the physical or chargesenvironmental condition of the Property; and(ii) deliver the Tenant Notice Letters to the Tenants; (iii) on or before ten (10) days following the Closing Date, unless provided elsewhere in deliver to Seller a certification to the effect that the Tenant Notice Utters have been delivered to all of the Tenants; and (iv) correct on behalf of Seller all rents and other charges which become due prior to the Closing Date pursuant to the Leases but which Seller has not collected as of the Closing Date and deliver such sums collected to Seller promptly thereafter. Purchaser indemnifies and holds Seller harmless from and against any and all claims, costs and expenses (including reasonable attorneys' fees) asserted against or incurred by Seller and arising out of the failure of Purchaser to perform its obligations pursuant to this Section 7.2(e). Notwithstanding any provision of this Agreement to the contrarycontrary but subject to Section 7.2(d)(iii), all other closing costs Seller shall be charged entitled to attempt to collect all rents and allocated other charges which became due prior to the parties Closing Date from any of the Tenants. The provisions of this Section 7.2(e) shall survive the Closing. (f) The agreements set forth in subparagraphs (d) and (e) of this Section 7.2 shall survive the manner customary for commercial real estate transactions in Cochise County, ArizonaClosing and be enforceable until fully performed.

Closing Matters. ASubject to the terms and conditions of this Agreement: 3.2.1 at the Closing, the Purchaser shall (a) On or before pay to the Close Vendors the Cash Consideration in full by wire transfer of Escrowimmediately available funds to the Vendors’ accounts and in the Vendors’ Proportion, Seller provided that not later than 3 (three) Business Days preceding the Closing Date any of the Vendors shall execute be entitled to designate alternative accounts for the respective amounts due to each of them, with the proviso that any new account designated by Vitonas shall also be with the Bank. The payment by the Purchaser of the Cash Consideration to such accounts shall be deemed an effective discharge of the requirement to pay such sum if and when the relevant sums shall have been received for the credit of each of such accounts; (b) issue the Transferable EuroWeb Shares in the names of the Vendors and based upon the Vendors’ Proportion and deliver stock certificates representing the Transferable EuroWeb Shares to the Vendors or to the agents or brokerage firms as designated by the Vendors to the Purchaser in writing not later than 5 Business Days prior to Closing which Transferable EuroWeb Shares shall be qualified for trading on the NASDAQ National Market System or SmallCap Market; (c) deliver the stock certificates representing the Escrow Shares and the irrevocable signed stock power to the Escrow Agent in full accordance with the following: Escrow Agreement; delivery to be confirmed in writing by the Escrow Agent to the Vendors (and if required, in accordance with Section 9.2 (c) hereof deliver the Additional Security to the Vendors in form and substance reasonably satisfactory to the Vendors). 3.2.2 at the Closing, the Vendors shall (a) deliver to the Purchaser such resignations or recalls of members of the board of directors and supervisory board, and the auditors of the Company as the Purchaser shall request; (b) upon receipt of the Cash Consideration, the transfer of the Transferable EuroWeb Shares and the written confirmation from the Escrow Agent pursuant to Section 3.2.1 (c) hereof (i) a Special Warranty Deed conveying fee simple title to obtain the Property to Buyer, subject to Permitted Title Exceptions; release from the Bank of the Vitonas Security Obligations; (ii) an Affidavit of Real Property Value in connection with deliver to the conveyance of Purchaser the real propertySale Shares endorsed to the Purchaser; and (iii) any documents that may be required to transfer and convey to Buyer the Property, including without limitation any water rights or other rights appurtenant deliver to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statement;Company the duly signed Assignment Notice. B) On or before 3.2.3 Immediately following the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer delivery of the funds required by Buyer Sale Shares pursuant to close this transaction as shown on the approved settlement statement; and (iiSection 3.2.2(b)(ii) the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and deliver to Buyer, at the Close of Escrow, at Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) Purchaser shall be registered in the amount share register of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title to Company as the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs shall be prorated as owner of the date of Close of Escrow based on the latest information available to the Escrow Agent. Reasonable escrow fees shall be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in this Agreement to the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, ArizonaSale Shares.

Closing Matters. A) On or before Upon the Close of Escrow, Seller shall execute terms and deliver to Escrow Agent the following: (i) a Special Warranty Deed conveying fee simple title subject to the Property to Buyerconditions set forth in this Agreement, subject to Permitted Title Exceptions; at the Closing: (iia) an Affidavit of Real Property Value in connection with the conveyance of the real property; (iii) any documents that may be required to transfer and convey to Buyer the Property, including without limitation any water rights or other rights appurtenant to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire Heller that amount exxxx xo all outstanding principal, interest, costs and expenses owing to Heller as of Marcx 00, 1999(the "HELLER AMOUNT"), by xxxx transfer of the immediately available funds required by Buyer to close this transaction as shown on the approved settlement statement; and (ii) the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and deliver to Buyer, at the Close of Escrow, at Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) in the amount of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title to the Property subject only account designated by Heller prior to the Xxxxxxg. (b) Buyer shall deliver an amount equal to (i) the permitted title exceptions, and remainder of $9,000,000 MINUS the Heller Amount (such xxxxxxder being the "REMAINING AMOUNT") PLUS (ii) the printed exceptions $30,000 amount of the Breakup Fee referred to in Section 5.6 below (such aggregate amount being the "ESCROW AMOUNT"), in escrow to Seller by wire transfer of immediately available funds on March 15, 1999, in such amount to the trust account of Fifth-Third Bank (the "ESCROW AGENT" which term includes any successor escrow agent who becomes the escrow agent of the Escrow Amount with the consent of both Seller and conditions customarily set forth Buyer (which consent shall not be withheld by either party if such successor is a financial institution regulated by state or federal banking authorities)). (c) Seller shall deliver to Buyer such bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessmentssubstance reasonably satisfactory to Buyer, utilities costs, and rents, if any, for the Property for the period in which Closing occurs as shall be prorated effective to vest in Buyer all of Seller's right, title and interest in and to the Assets and, simultaneously therewith, will take such steps as may be necessary to place Buyer in actual possession and operating control of the date Assets. (d) Buyer shall deliver to Seller such written undertakings, in form and substance reasonably satisfactory to Seller, whereby Buyer shall assume and agree to perform the Assumed Liabilities. (e) Seller and Buyer shall deliver to each other such other documents, certificates, instruments and writings required to be delivered pursuant to Article VI of Close of Escrow based on the latest information available to the Escrow Agent. Reasonable escrow fees shall be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in this Agreement or otherwise required pursuant to the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, Arizonathis Agreement.

Closing Matters. AThe closing of the Separation under this Agreement will take place at the offices of Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California, at___ a.m. Pacific Time, concurrent with the consummation and closing of the Initial Public Offering or at such other time and place as HNC, Retek and RIS shall mutually agree upon in a writing signed by each of them. The "Closing" and the date on which the Closing occurs is referred to herein as the "Closing Date"), provided, however, that HNC's obligation to consummate the Separation and to effect the Closing shall be subject to the satisfaction and fulfillment of the conditions to HNC's obligations set forth in Section 3.3. At the Closing, to the extent that they have not already done so, the parties will take each of the following actions: (a) On or before the Close of Escrow, Seller HNC shall execute and deliver to Escrow Agent Retek (or to RIS, in the following: case of deliverables relevant to RIS) such bills of sale, stock powers, assignments of contracts and other instruments or transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of HNC's or its subsidiaries' (other than Retek or RIS) right, title and interest in and to Retek Assets to Retek or RIS, as the case may be; (b) HNC shall execute and deliver each of the Ancillary Agreements to Retek and RIS, as applicable; (c) Retek shall execute and deliver to HNC (and, with regard to any liabilities assumed for RIS, to RIS) such bills of sale, assumptions of contracts and other instruments or assumption as may be necessary to evidence the valid and effective assumption of Retek Liabilities by Retek and RIS; (d) Retek shall execute and deliver each of the Ancillary Agreements to HNC and RIS, as applicable; (e) RIS shall execute and deliver to HNC and RIS such bills of sale, assumptions of contracts and other instruments or assumption as may be necessary to evidence the valid and effective assumption of any Retek Liabilities by RIS; (f) RIS shall execute and deliver each of the Ancillary Agreements to HNC and Retek, as applicable; and (g) Either (i) a Special Warranty Deed conveying fee simple title to Retek and RIS on the Property to Buyerone hand, subject to Permitted Title Exceptions; or (ii) an Affidavit HNC on the other hand, as applicable under the provisions of Real Property Value in connection with the conveyance of the real property; (iii) any documents that may be required to transfer and convey to Buyer the PropertySection 2.6, including without limitation any water rights or other rights appurtenant shall pay to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer of the funds required by Buyer to close this transaction as shown on the approved settlement statement; and (ii) the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and deliver to Buyer, at the Close of Escrow, at Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) in other the amount payable by it under the provisions of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title Section 2.6 to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth settle all then outstanding intercompany accounts in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs shall be prorated as of the date of Close of Escrow based on the latest information available to the Escrow Agent. Reasonable escrow fees shall be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in this Agreement to the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, Arizonaaccordance with Section 2.6.

Closing Matters. A) On or before the Close of Escrow, Seller shall execute and deliver to Escrow Agent the following: (i) a Special Warranty Deed conveying fee simple title to the Property to Buyer, subject to Permitted Title Exceptions; (ii) an Affidavit of Real Property Value in connection with the conveyance of the real property; (iii) any documents that may be required to transfer and convey to Buyer the Property, including without limitation any water rights or other rights appurtenant to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer of the funds required by Buyer to close this transaction as shown on the approved settlement statement; and (ii) the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and deliver to Buyer, at the Close of Escrow, at Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) in the amount of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurance; D) Assignment fees payable to the Arizona State Land Department with respect to the transfer of the state ag lease shall be paid by Buyer at Closing; and DE) All real property taxes and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs shall be prorated as of the date of Close of Escrow based on the latest information available to the Escrow Agent. Reasonable escrow fees shall be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in this Agreement to the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, Arizona.

Closing Matters. A(a) On At Closing, Seller shall: (i) Deliver originals or before certified copies of the Close Leases and all Contracts affecting the Real Property either at the place of EscrowClosing or by making same available at the Property; (ii) Deliver possession of the Property, subject only to the Permitted Exceptions and the rights of Tenants; (iii) To the extent available and in Seller's possession, deliver copies of all permits issued by appropriate governmental authorities and utility companies relating to the Property and other items of Intangible Property, any plans and specifications, guaranties, warranties, manuals, keys and similar items; (iv) Execute, acknowledge and deliver a quit claim deed ("Deed") of the Real Property; (v) Execute, acknowledge and deliver a xxxx of sale ("Xxxx of Sale") conveying without representation or warranty the Personalty and an instrument of assignment ("Assignment") assigning without representation or warranty, except as expressly provided herein, Seller's interest in the Leases included in Exhibit D, any New Leases, the Intangible Property, the Security Deposits, the Contracts included in Exhibit D and any New Contracts and providing that Purchaser assumes all obligations under such Leases and Contracts accruing after the Closing and that each party shall indemnify the other for losses arising out of claims based on circumstances prevailing during their respective periods of ownership of the Property; (vi) Deliver evidence reasonably satisfactory to Purchaser's title company of its authority to execute the Deed; (vii) Deliver a non-foreign entity certification; (viii) Deliver a notice letter to each Tenant acknowledging that Seller has conveyed its interest in the Property and Leases to Purchaser; (ix) Deliver evidence of the termination of the existing property management agreement and leasing agreement for the Property together with any prospect list prepared by the leasing agent in connection with such termination; (x) Deliver originals of all Estoppel Certificates received by Seller which were not previously furnished to Purchaser; (xi) Deliver transfer tax affidavits, resolutions of Seller's board of trustees authorizing the sale of the Property in accordance with this Agreement and designating those persons authorized to execute and deliver all necessary documents at Closing and an affidavit in favor of such title company in form and substance customarily delivered in connection with commercial transactions in New York City to omit from any title insurance policy issued to Purchaser or Purchaser's mortgagee exceptions for (x) parties in possession (other than with respect to Tenants under the Leases or New Leases), (y) mechanic's liens created by or through Seller and (z) and the so-called "recordation gap"; (xii) Deliver all Security Deposits including any interest earned thereon to the extent required to be returned to any Tenant under any Lease or New Lease. If any Security Deposit is in the form of a letter of credit, Seller shall use reasonable efforts to obtain and deliver at the Closing an amendment thereto or a replacement thereof naming Purchaser as beneficiary. If any such letter of credit has not been so amended or replaced as of the Closing, at Closing Seller shall enter into an agency agreement with Purchaser reasonably acceptable to both parties pursuant to which Seller shall acknowledge that any such letter of credit is in the name of Seller as agent for Purchaser, and that Seller will, as agent for Purchaser and at Purchaser's expense, present and draw upon such letter of credit upon demand by Purchaser. The obligations of Seller with respect to such letter of credit Security Deposit shall survive the Closing; (xiii) Execute and deliver a management agreement pursuant to Section 7.05; (xiv) Execute and deliver a current rent roll for the Property, certified as true, correct and complete by Seller; and (xv) Execute and deliver the New York State Real Estate Transfer Tax and New York City Real Property Transfer Tax forms. (b) At Closing, Purchaser shall: (i) Deliver the Purchase Price (less $2,000,000 and any adjustments provided herein) by wire transfer to Seller on the Closing Date; (ii) Execute and deliver a management agreement pursuant to Section 7.05; (iii) Execute and deliver the New York State Real Estate Transfer Tax and New York City Real Property Transfer Tax forms; (iv) Execute and deliver such other documents as may be reasonably required by Seller or the title company including, but not limited to, a certified copy of a resolution of the board of directors, general partners or managers of Purchaser authorizing Purchaser to consummate the purchase of the Property in accordance with this Agreement and designating those persons authorized to execute and deliver all necessary documents at Closing; (v) Execute and deliver the Xxxx of Sale and the Assignment; (vi) Execute and deliver the notice letters to each Tenant acknowledging that Purchaser has received and is responsible for the Security Deposits; and (c) At Closing, Purchaser and Seller shall execute and deliver to Escrow Agent a Closing Statement setting forth the following: (i) a Special Warranty Deed conveying fee simple title to the Property to BuyerPurchase Price and all prorations, subject to Permitted Title Exceptions; (ii) an Affidavit of Real Property Value in connection with the conveyance of the real property; (iii) any documents that may be required to transfer adjustments and convey to Buyer the Propertycredits thereto, including without limitation any water rights or other rights appurtenant to the Propertyand, or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer of the funds required by Buyer to close this transaction as shown on the approved settlement statement; and (ii) the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and deliver to Buyer, at the Close of Escrow, at Seller’s expenseif necessary, a standard owner’s title insurance policy post-closing agreement with respect to any adjustments based on estimates that are to be re-adjusted after Closing. (or binding commitment to issue samed) in At Closing, the amount of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs following items shall be prorated as of the date Closing Date with all items of Close income and expense for the Property being borne by Purchaser for the Closing Date: rents (including base rent, operating expense and tax escalations and other additional rent); prepaid and accrued expenses (including, without limitation, utility charges, water and sewer charges, fees for licenses and permits, and the cost of Escrow fuel) and obligations under Contracts listed in Exhibit D and any New Contracts; and real and personal ad valorem and other taxes and assessments against the Property ("Ad Valorem Taxes"); provided that: (i) If the Ad Valorem Taxes for the 1996-1997 tax year are not known or cannot be reasonably estimated, they shall be adjusted based on an estimate obtained using the latest information available then current assessed value of the Property as of the Closing and the tax rate and multiplier reflected by the Ad Valorem Taxes due and payable in the 1995-1996 tax year. After the Ad Valorem Taxes for the year of Closing are known, adjustments will be made between the parties. The provisions of this Section 7.02(d)(i) shall survive Closing. (ii) From and after the Closing Date, Purchaser shall have the right to control all tax certiorari and tax reduction proceedings relating to the Escrow AgentProperty, whether for tax years prior to, on or after the Closing Date. Reasonable escrow fees Any tax refund or credit obtained by Purchaser (net of any costs of obtaining such refund) attributable to the period prior to the Closing Date shall be borne one-half by each party; each party paid, first, to any Tenants entitled thereto and the balance, if any, to Seller (and with respect to any credit, the balance shall pay its own attorneys fees; be paid to Seller when Purchaser realizes the benefit of such credit). (iii) Purchaser shall take all steps necessary to effectuate the transfer of all utilities to Purchaser's name as of the Closing Date, and where necessary, Purchaser shall post deposits with the utility companies. Seller shall ensure that all utility meters are read as of the Closing Date. Seller shall pay all utility charges accruing up to the Closing Date and all utilities thereafter shall be paid for by Purchaser. Seller shall be entitled to recover any transfer taxes and all deposits held by any utility company as of the date of Closing. To the extent Purchaser fails to provide, where required, deposits to any such utility company(s) (or documentary stamps to provide any other deposits with service providers) so as to prevent the timely release of Seller's deposit(s) by the utility company(s) (or comparable taxes such other service providers) on the Closing Date, the amount of such deposit(s) shall be credited to Seller and the Purchase Price shall be adjusted accordingly. In such event, the Seller's deposit(s) will be assigned to Purchaser who shall have rights to have the deposit(s) released to it upon satisfaction of the conditions imposed by the utility company (or such other service providers). (iv) Seller shall at Closing provide to Purchaser a credit for the amount of any rents paid to Seller by the Tenants for the Closing Date and periods subsequent to the Closing Date. No proration shall be made for rents delinquent as of the Closing Date (the "Delinquent Rents"). All Delinquent Rents collected on or after the Closing Date shall be allocated, first, to the then current month, next to the month in which the Closing occurs, next to any other delinquency after the Closing Date, and finally to any other delinquency prior to the Closing Date. Any Delinquent Rents collected by Purchaser after Closing shall be held in trust and forthwith paid by Purchaser to Seller subject to and in accordance with the foregoing allocation provision. Purchaser shall use reasonable efforts to collect such Delinquent Rents, but in no event shall Purchaser be obligated to commence legal proceedings for collection against any Tenant. All rights to pursue collection of Delinquent Rents shall vest solely in Purchaser. Purchaser shall settle all common area maintenance charges; and, unless provided elsewhere tax reimbursements and any percentage rents based on sales for 1997 with the Tenants and (1) to the extent the Tenants are required to pay additional amounts for 1997, Purchaser shall pay to Seller its pro rata share thereof as and when received, or (2) to the extent the landlord is required to refund or credit amounts for common area maintenance charges or tax reimbursements to the Tenants, Seller shall pay to Purchaser its pro rata share thereof promptly following a request therefor (which request shall be supported by appropriate financial information). Purchaser shall provide to Seller such financial information as shall be reasonably requested by Seller to verify the items described in clauses (1) and (2) above. (v) The costs incurred or agreed to by Seller in securing Leases executed after the date hereof, including, without limitation, brokerage commissions (including in respect of renewals and expansions), work letter or tenant installation costs or allowances, lease takeover costs, reasonable attorneys' fees and disbursements, advertising expenses and any other tenant inducement costs (collectively, "Leasing Costs") shall be the responsibility of Purchaser. To the extent such Leasing Costs relate to Leases executed prior to the date hereof, such costs shall remain the obligation of Seller, except that Purchaser will be responsible for all leasing commissions due with respect to renewals and extensions of existing Leases first exercised after the date hereof. (vi) The terms of Section 7.02(d) of this Agreement to shall survive the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, ArizonaClosing.

Closing Matters. A(a) On or before At the Close of EscrowClosing, Seller shall execute and the Sellers will deliver to Escrow Agent the following: Purchaser, each in form and substance, and executed and delivered in a manner, reasonably satisfactory to the Purchaser: (i) a Special Warranty Deed (A) one or more bills of sale conveying fee simple title in the aggregate all of the Sellers’ rights in and to the Purchased Assets, (B) one or more assignment and assumption agreements conveying in the aggregate all of the Sellers’ rights and obligations in and to the Assumed Contracts, (C) one or more assignment and assumption agreements conveying in the aggregate all of the Leased Real Property leased by a Seller, (D) one or more assignments of the Owned Intellectual Property in recordable form, (E) such other instruments as are reasonably requested by the Purchaser to Buyer, subject vest in the Purchaser title in and to Permitted Title Exceptions; the Purchased Assets in accordance with the provisions of this Agreement and (F) such other documents and agreements as are contemplated by this Agreement; (ii) an Affidavit of Real Property Value in connection executed consents with respect to the conveyance of the real property; agreements and matters set forth on Schedule 2.5(a)(ii); (iii) a duly executed counterpart of the Escrow Agreement; (iv) a form of a certificate of amendment to the organizational documents of each of the Sellers in proper form for filing, and all other appropriate certificates for filing in other applicable jurisdictions, changing the name of each Seller to a name that does not contain the word “Telefonix”, “Product Development Technologies”, “PDT” or any derivative or variation thereof; (v) releases of all Liens on the Purchased Assets other than Permitted Liens; (vi) evidence of payment of any and all bonuses due to Employees of the Sellers; (vii) resolutions of the stockholders or members and the Board of Directors of each of the Sellers approving the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, certified by the appropriate officers or managers; (viii) a non-competition and non-solicitation agreement between each of the Company Shareholders and each of the members of PDT, on the one hand, and Purchaser, on the other hand, substantially in the forms attached hereto as Exhibits A1-A8 (the “Noncompetition Agreements”); (ix) with respect to each Subject Company, a certificate of good standing from the Secretary of State of the State of Illinois and from the Secretary of State of each other State in which such Seller is qualified to do business as a foreign entity, or a comparable certificate from the jurisdiction of formation of each of the PDT Subsidiaries; (x) a duly executed counterpart of the Sellers’ License Agreement and Purchaser’s License Agreement, executed by the Sellers, with the terms of such agreements based on the term sheet attached hereto as Exhibit B; (xi) the following transfer of stock documentation for PDT UK: (A) stock transfer form duly executed by PDT UK in favor of Purchaser; (B) original stock certificate evidencing PDT’s ownership of PDT UK; (C) original registers, minute books and other records of PDT UK; (D) security code and associated email address for PDT UK to enable Purchaser to complete the electronic filings; (xii) the following transfer of stock documentation for PDT Ukraine: (A) copy of transfer instructions of PDT that have been submitted to PDT’s depositary institutions to effectuate the transfer of the shares to the securities account(s) of the Purchaser; (B) the extract from the PDT’s securities account evidencing PDT’s ownership of 100% shares in PDT Ukraine; (C) original registers, minute books and other records of PDT Ukraine; and (xiii) a transition services agreement for post-Closing transition services reasonably agreed to by the Parties and Xxxxx (the “Transition Services Agreement”), duly executed by the Sellers and Xxxxx. (b) At the Closing, the Purchaser will deliver to the Sellers, each in form and substance, and executed and delivered in a manner, reasonably satisfactory to the Sellers: (i) (A) an assumption of the Assumed Liabilities, (B) an assumption of the Leases, (C) such other instruments of assumption evidencing the Purchaser’s assumption of the Assumed Liabilities as the Sellers reasonably deems necessary and (D) such other documents and agreements as are contemplated by this Agreement; (ii) the Closing Payment in accordance with Section 2.3; (iii) a duly executed counterpart of the Escrow Agreement, executed by the Purchaser and the Escrow Agent; (iv) a duly executed counterpart of the Noncompetition Agreements, executed by the Purchaser; (v) a duly executed counterpart of the Sellers’ License Agreement and Purchaser’s License Agreement, executed by the Purchaser; and (vi) a duly executed counterpart of the Transition Services Agreement, executed by the Purchaser. (c) It is understood that certain Purchased Assets may not be immediately transferable or assignable to the Purchaser, and the Purchaser may in its sole discretion allow the Sellers to retain certain of such assets after the Closing Date (the “Non-Transferable Assets”), and this Agreement will not constitute an assignment of any such Non-Transferable Assets. In such event, (i) the Sellers will use commercially reasonable efforts to obtain any consent or authorization which may be required to transfer and convey to Buyer or assign the Property, including without limitation any water rights or other rights appurtenant Non-Transferable Assets to the Property, Purchaser or to obtain Buyerremove or eliminate any impediment preventing the transfer or assignment of the Non-Transferable Assets to the Purchaser, (ii) the Sellers will grant to the Purchaser full use and benefit of its interest in the Non-Transferable Assets to the extent permitted by the terms of or applicable to such Non-Transferable Assets, it being the intent of the Parties that the Purchaser have the benefit of the Non-Transferable Assets as though it were the sole owner thereof, (iii) the Sellers will take all commercially reasonable actions necessary to preserve the value of the Non-Transferable Assets, (iv) the Sellers will not transfer or assign the Non-Transferable Assets to any Person other than the Purchaser or the Purchaser’s title policy; designees, (v) the Sellers will transfer or assign the Non-Transferable Assets to Purchaser at the earliest date, if any, on which such transfer or assignment can be lawfully effected and (vi) the Purchaser will be responsible for obligations relating to such Non-Transferable Assets arising or occurring on or after the Closing Date as if they had been transferred or assigned to the Purchaser in accordance with the terms of this Agreement. Upon the request of the Purchaser, the Sellers will enforce, on behalf of the Purchaser and at the Purchaser’s cost, any rights of the Sellers arising under or in connection with any Non-Transferable Asset. To the extent that the Purchaser is provided the benefits of any Assumed Contract, the Purchaser will perform the obligations arising, from and after the Closing, under such Assumed Contract on behalf of the Sellers, except for any obligation under such Assumed Contract that constitutes a Retained Liability. (d) If Sellers fail to disclose any Contract relating to the Business to which a Seller is a party and Purchaser becomes aware of such Contract after the Closing Date (a “Missed Contract”), Purchaser will have the option, in its sole discretion, to assume such Missed Contract. If Purchaser elects in writing to assume a Missed Contract, subject to Section 2.5(c), (i) Sellers will promptly assign, transfer, convey and deliver such Missed Contract to Purchaser, (ii) Purchaser will assume the obligations under such Missed Contract assigned to Purchaser from and after the date of assignment to Purchaser pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the assignment and assumption agreement executed and delivered on the Closing Date (which special-purpose agreement the Parties will prepare, execute and deliver in good faith at the time of such transfer), (iii) the Missed Contract will be treated as an Assumed Contract under this Agreement and (iv) an approved settlement statement; B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer of the funds required by Buyer to close this transaction as shown on the approved settlement statement; and (ii) the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and deliver to Buyer, at the Close of Escrow, at Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) in the amount of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs Purchaser shall be prorated deemed to have waived any claims for indemnification that Purchaser may have as a result of the date of Close of Escrow based on the latest information available Sellers’ failure to the Escrow Agentdisclose such Missed Contract. Reasonable escrow fees shall be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in this Agreement If Purchaser elects not to the contraryassume a Missed Contract, all other closing costs obligations related to such Missed Contract shall be charged and allocated to remain with the parties in the manner customary for commercial real estate transactions in Cochise County, ArizonaSellers.

Closing Matters. A) On 7.1 The Closing will take place at the time of Closing at the offices of counsel for Potanicals, Xxxxxxxx Law Corporation, Xxxxx 000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0. The Closing Date must occur on or before October 2, 2017 or such other date to which the Close of Escrowparties may agree in writing. 7.2 On the Closing Date, Seller shall execute and the Purchaser will deliver to Escrow Agent Potanicals the following: following documents: (ia) a Special Warranty Deed conveying fee simple title share certificate to the Property to BuyerSelling Shareholder representing the number of Consideration Shares set forth in Schedule "A" registered in the name of the Selling Shareholder; (b) resignations of all current directors and officers of the Purchaser; (c) directors' resolutions sequentially appointing five nominees of Potanicals as directors and a Chief Executive Officer, President, Chief Financial Officer and Corporate Secretary as appointed by the new board of directors, subject to Permitted Title Exceptions; (ii) an Affidavit of Real Property Value in connection with the conveyance acceptance of the real propertyCSE; and (iiid) any documents evidence acceptable to Potanicals that may be required to transfer all of the Purchaser's mineral property interests and convey to Buyer existing business (if any) have been sold or terminated by the Property, including without limitation any water rights or other rights appurtenant Purchaser and that no liability has been incurred to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statementPurchaser by doing so; B(e) all the minute book, and the books and records of the Purchaser; and (f) such other documents as Potanicals may reasonably request 7.3 On or before the Close of EscrowClosing Date, Buyer shall the Selling Shareholder will deliver to Escrow Agent Potanicals the following: (i) certified funds or wire share certificate representing the Subject Shares duly endorsed for transfer of the funds required by Buyer Subject Shares to close this transaction the Purchaser, and such other documents as shown on the approved settlement statement; and (ii) Purchaser or Potanicals may reasonably request. 7.4 On the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and Closing Date, Potanicals will deliver to Buyer, at the Close Purchaser: (a) a share certificate representing all of Escrow, at Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) the issued and outstanding Potanicals Shares registered in the amount name of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurancePurchaser; and D(b) All real property taxes and assessments, utilities costs, and rents, if any, for such other documents as the Property for the period in which Closing occurs shall be prorated as of the date of Close of Escrow based on the latest information available to the Escrow Agent. Reasonable escrow fees shall be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in this Agreement to the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, Arizona.Purchaser may reasonably request.‌

Closing Matters. A(a) On At Closing, Seller shall: (i) Deliver originals or before certified copies of the Close Leases and all Contracts affecting the Real Property either at the place of EscrowClosing or by making same available at the Property; (ii) Deliver possession of the Property, subject only to the Permitted Exceptions and the rights of Tenants; (iii) To the extent available and in Seller's possession, deliver copies of all permits issued by appropriate governmental authorities and utility companies relating to the Property and other items of Intangible Property, any plans and specifications, guaranties, warranties, manuals, keys and similar items; (iv) Execute, acknowledge and deliver a quit claim deed ("Deed") of the Real Property; (v) Execute, acknowledge and deliver a xxxx of sale ("Xxxx of Sale") conveying without representation or warranty the Personalty and an instrument of assignment ("Assignment") assigning without representation or warranty, except as expressly provided herein. Seller's interest in the Leases included in Exhibit D, any New Leases, the Intangible Property, the Security Deposits, the Contracts included in Exhibit D and any New Contracts and providing that Purchaser assumes all obligations under such Leases and Contracts accruing after the Closing and that each party shall indemnify the other for losses arising out of claims based on circumstances prevailing during their respective periods of ownership of the Property; (vi) Deliver evidence reasonably satisfactory to Purchaser's title company of its authority to execute the Deed; (vii) Deliver a non-foreign entity certification; (viii) Deliver a notice letter to each Tenant acknowledging that Seller has conveyed its interest in the Property and Leases to Purchaser; (ix) Deliver evidence of the termination of the existing property management agreement and leasing agreement for the Property together with any prospect list prepared by the leasing agent in connection with such termination; (x) Deliver originals of all Estoppel Certificates received by Seller which were not previously furnished to Purchaser; (xi) Deliver transfer tax affidavits, resolutions of Seller's board of trustees authorizing the sale of the Property in accordance with this Agreement and designating those persons authorized to execute and deliver all necessary documents at Closing and an affidavit in favor of such title company in form and substance customarily delivered in connection with commercial transactions in New York City to omit from any title insurance policy issued to Purchaser or Purchaser's mortgagee exceptions for (x) parties in possession (other than with respect to Tenants under the Leases or New Leases), (y) mechanic's liens created by or through Seller and (z) and the so-called "recordation gap"; (xii) Deliver all Security Deposits including any interest earned thereon to the extent required to be returned to any Tenant under any Lease or New Lease. If any Security Deposit is in the form of a letter of credit, Seller shall use reasonable efforts to obtain and deliver at the Closing an amendment thereto or a replacement thereof naming Purchaser as beneficiary. If any such letter of credit has not been so amended or replaced as of the Closing, at Closing Seller shall enter into an agency agreement with Purchaser reasonably acceptable to both parties pursuant to which Seller shall acknowledge that any such letter of credit is in the name of Seller as agent for Purchaser, and that Seller will, as agent for Purchaser and at Purchaser's expense, present and draw upon such letter of credit upon demand by Purchaser. The obligations of Seller with respect to such letter of credit Security Deposit shall survive the Closing; (xiii) Execute and deliver a management agreement pursuant to Section 7.05; (xiv) Execute and deliver a current rent roll for the Property, certified as true, correct and complete by Seller; and (xv) Execute and deliver the New York State Real Estate Transfer Tax and New York City Real Property Transfer Tax forms. (b) At Closing, Purchaser shall: (i) Deliver the Purchase Price (less $2,000,000 and any adjustments provided herein) by wire transfer to Seller on the Closing Date; (ii) Execute and deliver a management agreement pursuant to Section 7.05; (iii) Execute and deliver the New York State Real Estate Transfer Tax and New York City Real Property Transfer Tax forms; (iv) Execute and deliver such other documents as may be reasonably required by Seller or the title company including, but not limited to, a certified copy of a resolution of the board of directors, general partners or managers of Purchaser authorizing Purchaser to consummate the purchase of the Property in accordance with this Agreement and designating those persons authorized to execute and deliver all necessary documents at Closing; (v) Execute and deliver the Xxxx of Sale and the Assignment; and (vi) Execute and deliver the notice letters to each Tenant acknowledging that Purchaser has received and is responsible for the Security Deposits. (c) At Closing, Purchaser and Seller shall execute and deliver to Escrow Agent a Closing Statement setting forth the following: (i) a Special Warranty Deed conveying fee simple title to the Property to BuyerPurchase Price and all prorations, subject to Permitted Title Exceptions; (ii) an Affidavit of Real Property Value in connection with the conveyance of the real property; (iii) any documents that may be required to transfer adjustments and convey to Buyer the Propertycredits thereto, including without limitation any water rights or other rights appurtenant to the Propertyand, or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer of the funds required by Buyer to close this transaction as shown on the approved settlement statement; and (ii) the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and deliver to Buyer, at the Close of Escrow, at Seller’s expenseif necessary, a standard owner’s title insurance policy post-closing agreement with respect to any adjustments based on estimates that are to be re-adjusted after Closing. (or binding commitment to issue samed) in At Closing, the amount of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs following items shall be prorated as of the date Closing Date with all items of Close income and expense for the Property being borne by Purchaser for the Closing Date: rents (including base rent, operating expense and tax escalations and other additional rent); prepaid and accrued expenses (including, without limitation, utility charges, water and sewer charges, fees for licenses and permits, and the cost of Escrow fuel) and obligations under Contracts listed in Exhibit D and any New Contracts, and real and personal ad valorem and other taxes and assessments against the Property ("Ad Valorem Taxes"); provided that: (i) If the Ad Valorem Taxes for the 1996-1997 tax year are not known or cannot be reasonably estimated, they shall be adjusted based on an estimate obtained using the latest information available then current assessed value of the Property as of the Closing and the tax rate and multiplier reflected by the Ad Valorem Taxes due and payable in the 1995-1996 tax year. After the Ad Valorem Taxes for the year of Closing are known, adjustments will be made between the parties. The provisions of this Section 7.02(d)(i) shall survive Closing. (ii) From and after the Closing Date, Purchaser shall have the right to control all tax certiorari and tax reduction proceedings relating to the Escrow AgentProperty, whether for tax years prior to, on or after the Closing Date. Reasonable escrow fees Any tax refund or credit obtained by Purchaser (net of any costs of obtaining such refund) attributable to the period prior to the Closing Date shall be borne one-half by each party; each party paid, first, to any Tenants entitled thereto and the balance, if any, to Seller (and with respect to any credit, the balance shall pay its own attorneys fees; be paid to Seller when Purchaser realizes the benefit of such credit). (iii) Purchaser shall take all steps necessary to effectuate the transfer of all utilities to Purchaser's name as of the Closing Date, and where necessary, Purchaser shall post deposits with the utility companies. Seller shall ensure that all utility meters are read as of the Closing Date. Seller shall pay all utility charges accruing up to the Closing Date and all utilities thereafter shall be paid for by Purchaser. Seller shall be entitled to recover any transfer taxes and all deposits held by any utility company as of the date of Closing. To the extent Purchaser fails to provide, where required, deposits to any such utility company(s) (or documentary stamps to provide any other deposits with service providers) so as to prevent the timely release of Seller's deposit(s) by the utility company(s) (or comparable taxes such other service providers) on the Closing Date, the amount of such deposit(s) shall be credited to Seller and the Purchase Price shall be adjusted accordingly. In such event, the Seller's deposit(s) will be assigned to Purchaser who shall have rights to have the deposit(s) released to it upon satisfaction of the conditions imposed by the utility company (or such other service providers). (iv) Seller shall at Closing provide to Purchaser a credit for the amount of any rents paid to Seller by the Tenants for the Closing Date and periods subsequent to the Closing Date. No proration shall be made for rents delinquent as of the Closing Date (the "Delinquent Rents"). All Delinquent Rents collected on or after the Closing Date shall be allocated, first, to the then current month, next, to the month in which the Closing occurs, next, to any other delinquency after the Closing Date, and finally to any other delinquency prior to the Closing Date. Any Delinquent Rents collected by Purchaser after Closing shall be held in trust and forthwith paid by Purchaser to Seller subject to and in accordance with the foregoing allocation provision. Purchaser shall use reasonable efforts to collect such Delinquent Rents, but in no event shall Purchaser be obligated to commence legal proceedings for collection against any Tenant. All rights to pursue collection of Delinquent Rents shall vest solely in Purchaser. Purchaser shall settle all common area maintenance charges; and, unless provided elsewhere tax reimbursements and any percentage rents based on sales for 1997 with the Tenants and (1) to the extent the Tenants are required to pay additional amounts for 1997, Purchaser shall pay to Seller its pro rata share thereof as and when received, or (2) to the extent the landlord is required to refund or credit amounts for common area maintenance charges or tax reimbursements to the Tenants. Seller shall pay to Purchaser its pro rata share thereof promptly following a request therefor (which request shall be supported by appropriate financial information). Purchaser shall provide to Seller such financial information as shall be reasonably requested by Seller to verify the items described in clauses (1) and (2) above. (v) The costs incurred or agreed to by Seller in securing Leases executed after the date hereof, including, without limitation, brokerage commissions (including in respect of renewals and expansions), work letter or tenant installation costs or allowances, lease takeover costs, reasonable attorneys' fees and disbursements, advertising expenses and any other tenant inducement costs (collectively, "Leasing Costs") shall be the responsibility of Purchaser. To the extent such Leasing Costs relate to Leases executed prior to the date hereof, such costs shall remain the obligation of Seller, except that Purchaser will be responsible for all leasing commissions due with respect to renewals and extensions of existing Leases first exercised after the date hereof. (vi) The terms of Section 7.02(d) of this Agreement to shall survive the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, ArizonaClosing.

Closing Matters. AThe closing of the Separation under this Agreement will take place at the offices of Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California, at 7:00 a.m. Pacific Time, concurrent with the consummation and closing of the Initial Public Offering or at such other time and place as HNC, Retek and RIS shall mutually agree upon in a writing signed by each of them. The "Closing" and the date on which the Closing occurs is referred to herein as the "Closing Date"), provided, however, that HNC's obligation to consummate the Separation and to effect the Closing shall be subject to the satisfaction and fulfillment of the conditions to HNC's obligations set forth in Section 3.3. At the Closing, to the extent that they have not already done so, the parties will take each of the following actions: (a) On or before the Close of Escrow, Seller HNC shall execute and deliver to Escrow Agent Retek (or to RIS, in the following: case of deliverables relevant to RIS) such bills of sale, stock powers, assignments of contracts and other instruments or transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of HNC's or its subsidiaries' (other than Retek or RIS) right, title and interest in and to Retek Assets to Retek or RIS, as the case may be; (b) HNC shall execute and deliver each of the Ancillary Agreements to Retek and RIS, as applicable; (c) Retek shall execute and deliver to HNC (and, with regard to any liabilities assumed for RIS, to RIS) such bills of sale, assumptions of contracts and other instruments or assumption as may be necessary to evidence the valid and effective assumption of Retek Liabilities by Retek and RIS; (d) Retek shall execute and deliver each of the Ancillary Agreements to HNC and RIS, as applicable; (e) RIS shall execute and deliver to HNC and RIS such bills of sale, assumptions of contracts and other instruments or assumption as may be necessary to evidence the valid and effective assumption of any Retek Liabilities by RIS; (f) RIS shall execute and deliver each of the Ancillary Agreements to HNC and Retek, as applicable; and (g) Either (i) a Special Warranty Deed conveying fee simple title to Retek and RIS on the Property to Buyerone hand, subject to Permitted Title Exceptions; or (ii) an Affidavit HNC on the other hand, as applicable under the provisions of Real Property Value in connection with the conveyance of the real property; (iii) any documents that may be required to transfer and convey to Buyer the PropertySection 2.6, including without limitation any water rights or other rights appurtenant shall pay to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer of the funds required by Buyer to close this transaction as shown on the approved settlement statement; and (ii) the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and deliver to Buyer, at the Close of Escrow, at Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) in other the amount payable by it under the provisions of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title Section 2.6 to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth settle all then outstanding intercompany accounts in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs shall be prorated as of the date of Close of Escrow based on the latest information available to the Escrow Agent. Reasonable escrow fees shall be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in this Agreement to the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, Arizonaaccordance with Section 2.6.

Closing Matters. A7.1 On any Closing Date, the Vendors and the Purchaser will complete the applicable transactions contemplated by this Agreement and deliver the documents required to complete the transactions. The closing will be held at the place mutually agreed on by the parties in Alberta. 7.2 On the First Closing Date or as soon as possible thereafter, the Vendors will deliver or cause to be delivered to the Purchaser and CTI the following: (a) a legal opinion of the solicitors of the Vendors or the Companies that the Shares were legally created and are fully paid and non-assessable, that the Companies have taken all necessary corporate actions to authorize and approve the transfer of the Shares to the Purchaser, and that the transfer will not breach or cause a breach of any terms of the Companies’ Articles of Incorporation or Bylaws; (b) a certificate of the Vendors confirming the accuracy of all representations and warranties contained in section 4.1 of this Agreement, the fulfilment of all covenants and conditions under this Agreement, unless waived, and any other matters that the Purchaser and CT! may reasonably require; (c) evidence that all shareholder loans of the Vendors to the Companies have been repaid in full; (d) a shareholders agreement signed by the Vendors in respect of the Companies in the form attached as Schedule “J”; (e) copies of two cancelled certificates, being one certificate registered in the name of each of the Vendors representing 13 previously issued Shares, for a total of 26 Shares; (f) a certificate registered in the name of the Purchaser representing an aggregate 26 previously issued Shares purchased from the Vendors; (g) a certificate registered in the name of the Purchaser representing an aggregate 20 Shares subscribed for by the Purchaser from treasury; (h) appointment of two new directors and one new officer of the Company as nominated by the Purchaser and CT! evidenced by duly signed resolutions or minutes of the Board of Directors of the Company. The Purchaser and CT! has determined that the 2 directors it chooses will be Xxxx Xxxxx and Xxxx Xxxxx; Xxxx Xxxxx will remain a Director until such time as Xxxx Xxxxx resigns or such time that CT! acquires 100% of the shares in the Companies. If Xxxx Xxxxx does resign, then a board member who is mutually agreeable to both the Purchaser and the Vendors will be appointed. (i) duly signed resolutions of the Board of Directors of the Companies changing the authorized signatories of all corporate bank accounts to include two nominees of the Purchaser or CT! and two nominees of the Companies, on which account both a single signature from one of the Purchasers nominees and a single signature from one of the Companies nominees will be required. 7.3 On the First Closing Date, the Purchaser will deliver to the Vendors a shareholders agreement signed by the Purchaser in respect of the Companies in the form attached as Schedule “J”. 7.4 The Vendors’ obligations to complete on any Closing Date, other than the First Closing Date, the transactions contemplated by this Agreement are subject to the conditions that: (a) the representations and warranties of the Purchaser and CT! as set forth in section 5.1 will be true and correct in every particular as if the Purchaser and CT! made those representations and warranties on the Closing Date; (b) the Purchaser and CT! will have performed or complied with all covenants and agreements to be performed or complied with by it; (c) the Purchaser and CT! will have delivered all documents to be delivered by it under section 7.9; The conditions set forth m this section are for the Vendors’ exclusive benefit and the Vendors may waive these conditions in writing in whole or in part on or before the Close Closing Date, but save as so waived, the completion by the Vendors of Escrowthe transactions contemplated by this Agreement will not prejudice or affect in any way the Vendors’ rights regarding the representations and warranties of the Purchaser and CT! set forth in sections 5.1 and 5.2. 7.5 On any Closing Date, Seller shall execute other than the First Closing Date, the Vendors will deliver or cause to be delivered to the Purchaser and deliver to Escrow Agent CT! the following: : (ia) a Special Warranty Deed conveying fee simple title to the Property to Buyer, subject to Permitted Title Exceptions; (ii) an Affidavit of Real Property Value in connection with the conveyance legal opinion of the real property; (iii) any documents solicitors of the Vendors for the Companies that may be required the Shares were legally created and are fully paid and non-assessable, that the Companies has taken all necessary corporate actions to transfer authorize and convey to Buyer approve the Property, including without limitation any water rights or other rights appurtenant to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer of the funds required by Buyer Shares to close the Purchaser, and that the transfer will not breach or cause a breach of any terms of the Companies’ Articles of Incorporation or Bylaws; (b) a certificate of the Vendors confirming the accuracy of all representations and warranties contained in section 4.! of this transaction as shown on Agreement, the approved settlement statement; fulfilment of all covenants and conditions under this Agreement, unless waived, and any other matters that the Purchaser and CT! may reasonably require; (iic) the Affidavit cancelled certificates registered in the names of Real Property Value;the Vendor representing the applicable number of Shares purchased by the Purchaser hereunder; and C(d) Escrow Agent is hereby instructed to furnish and the certificates registered in the name of the Purchaser representing the applicable number of Shares purchased or subscribed for by the Purchaser hereunder. 7.6 On any Closing Date, other than the First Closing Date, the Purchaser will deliver to Buyereach of the Vendors or to the Companies, at as the Close of Escrowcase may be, at Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) the applicable cash sum in the amount of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title or subscription price, as applicable, or the appropriate number of CT! Shares as specified in Schedule “I” to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs shall be prorated as of the date of Close of Escrow based on the latest information available to the Escrow Agent. Reasonable escrow fees shall be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in this Agreement to the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, ArizonaAgreement.

Closing Matters. A(a) The purchase and sale of the Purchased Blue Ant Shares contemplated by this Agreement (the “Closing”) shall take place remotely via electronic transmission of all necessary documentation (such as by use of .pdf documents). (b) Closing shall occur at such date and at such time as determined by Blue Ant, which date and time shall be set forth in the Purchase Notice and which date shall be the date the Purchase Notice is sent to the Shareholder. (c) On or before the Close of Escrow, Seller shall execute and deliver to Escrow Agent the following: Closing, (i) a Special Warranty Deed conveying fee simple title The executed copies of the following documents delivered by the Shareholder to Blue Ant (as required by Section 1.1(d) above), shall be executed by Blue Ant as required and released from escrow: (A) the Property Lockup Agreement attached hereto as Schedule “B” in favour of those underwriters party to Buyerthat certain Underwriting Agreement dated June 10, subject to Permitted Title Exceptions; (ii) an Affidavit of Real Property Value 2021 in connection with the conveyance public offering of 8,000,000 Enthusiast Shares; (B) the real propertyLockup and Joint Filing Agreement attached hereto as Schedule “C” for the purposes of Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended, (“Securities Act”); (C) the Power of Attorney attached hereto as Schedule “D” in connection with the Lockup and Joint Filing Agreement; and (D) the stock transfer form attached hereto as Schedule “E”. (ii) Blue Ant shall fill in the number of Blue Ant Shares to be transferred pursuant to the stock transfer form hereto as Schedule “E” signed by the Shareholder, which number shall be equal to the number of Purchased Blue Ant Shares to be transferred by the Shareholder in accordance with this Agreement; (iii) any documents that may be required Blue Ant shall direct the transfer agent for the Enthusiast Shares to transfer and convey to Buyer register the Property, including without limitation any water rights or other rights appurtenant to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer of the funds required by Buyer to close this transaction as shown on the approved settlement statement; and (ii) the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and deliver to Buyer, at the Close of Escrow, at Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) in the amount of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title Purchase Price to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs shall be prorated Shareholder with an effective date as of the date of Close Closing and to deliver a direct registration statement representing the Enthusiast Shares, free and clear of Escrow based on all Encumbrances, registered in the latest information available name of the Shareholder, subject to and conditional upon the Shareholder complying with its obligations under Section 1.1(f); and (iv) Blue Ant shall deliver to the Escrow AgentShareholder the Lockup and Joint Filing Agreement (with the dates filled in) and a copy of the Lockup Agreement (with the dates filled in) in pdf format via email. Reasonable escrow fees CUSIP No. 00000X000 13D Page 66 of 100 (d) Promptly after Closing, Blue Ant shall arrange for a share certificate to be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in this Agreement promptly delivered to the contrary, all other closing costs shall be charged and allocated to the parties Shareholder registered in the manner customary for commercial real estate transactions name of, or as directed by, the Shareholder in Cochise County, Arizonarespect of any Blue Ant Shares represented by the certificate(s) delivered to Blue Ant that are not Purchased Blue Ant Shares.

Closing Matters. A4.1 In this Agreement, the "Closing Date" means the date mutually agreed to by the parties hereto within ten (10) On days from the Approval Date, as hereinafter defined, upon which the Vendor and the Purchaser shall complete the transactions contemplated by this Agreement and provide the documents herein described to complete the transactions (the "Closing"). 4.2 Upon the Closing Date of this Agreement, the following events shall occur: (a) the Company will assign and transfer to the Vendor all of its right and beneficial interest in and to the Retained Assets; (b) the Vendor shall deliver to the Purchaser the share certificates representing the Shares duly endorsed for transfer, and all corporate records, registers and documents of the Company, including the minute book and corporate seal of the Company; (c) the Purchaser shall deliver to the Vendor a certified cheque or before bank draft payable to the Close of EscrowVendor in the amount specified in Subsection 1.1(c); (d) the Company and the Vendor, Seller or its order, shall execute and deliver the Declaration of Trust and Agency Agreement in the form attached hereto as Schedule “C”; (e) the parties shall execute and deliver written confirmation of the termination of the Fuwan Trust Agreements; (f) the Vendor shall deliver to Escrow Agent the following: Purchaser a certificate of the Vendor’s Chief Executive Officer confirming the amount of the Unallocated Changkeng XX Xxxx Balance as at the Closing Date; (g) the Vendor shall deliver to the Purchaser the officer’s certificate to be given under Section 6.1(c); (h) the Purchaser shall deliver to the Vendor the officer’s certificate to be given under Section 6.2(c); (i) a Special Warranty Deed conveying fee simple title the Purchaser shall deliver to the Property Vendor an acknowledgement and confirmation that the Purchase Price Advance and Vendor Debt have been repaid and settled in full; and (j) the Purchaser shall return to Buyer, subject to Permitted Title Exceptions; (ii) an Affidavit the Vendor the Vendor’s Minco Silver Shares and stock powers of Real Property Value attorney delivered in connection with the conveyance of the real property; (iii) any documents that may be required to transfer and convey to Buyer the Property, including without limitation any water rights or other rights appurtenant to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer of the funds required by Buyer to close this transaction as shown on the approved settlement statement; and (ii) the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and deliver to Buyer, at the Close of Escrow, at Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) in the amount of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs shall be prorated as of the date of Close of Escrow based on the latest information available to the Escrow Agent. Reasonable escrow fees shall be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in this Agreement to the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, ArizonaPurchase Price Advance.

Closing Matters. A(a) On or before the Close of EscrowSeller's Deliveries. At Closing, Seller shall deliver: (i) possession of the Property, subject to the Permitted Exceptions; (ii) to the extent in Seller's or Seller's agent's possession or control, copies of all Permits; (iii) an executed and acknowledged special warranty deed (the "DEED") in substantially the form set forth in Exhibit B conveying the Real Property subject to the Permitted Exceptions; (iv) a bill of sale in substantially the form of Exhibit C (the "BILL OF SALE"), executed and acxxxxledged by Seller, conveying without warranty the Personalty; (v) an executed Assignment and Assumption of Warranties in substantially the form of Exhibit E (the "ASSIGNMENT OF WARRANTIES"); (vi) a certificate of Seller respecting the non-foreign status of Seller in the form set forth in Exhibit D attached hereto; (vii) the originals of the Warranties, Service Contracts, Plans and Permits in Seller's or Seller's Agent's possession or control; (viii) an executed Lease between Purchaser and Dave & Buster I, L.P. ("TENANT") xx substantially the form attached hereto as Exhibit F (the "LEASE"); and (ix) an executed guaranty of the Lease by Dave & Buster's, Inc. ("GUARANTXX") in favor of Purchaser as Landlord under the Lease, in the form attached to the Lease as Exhibit D. (x) such other documents as may be reasonably required by Closing Agent, including, but not limited to, documents evidencing the authority of Seller to consummate the sale of the Property in accordance with this Agreement and designating those persons authorized to execute and deliver to Escrow Agent the following: (i) a Special Warranty Deed conveying fee simple title to the Property to Buyer, subject to Permitted Title Exceptions; (ii) an Affidavit of Real Property Value in connection with the conveyance of the real property; (iii) any all necessary documents that may be required to transfer and convey to Buyer the Property, including without limitation any water rights or other rights appurtenant to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer of the funds required by Buyer to close this transaction as shown on the approved settlement statement; and (ii) the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and deliver to Buyer, at the Close of Escrow, at Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) in the amount of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs shall be prorated as of the date of Close of Escrow based on the latest information available to the Escrow Agent. Reasonable escrow fees shall be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in this Agreement to the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, ArizonaClosing.

Closing Matters. A(a) On or before At the Close of EscrowClosing, Seller shall execute and the Sellers will deliver to Escrow Agent the following: Purchaser, each in form and substance, and executed and delivered in a manner, reasonably satisfactory to the Purchaser: (i) a Special Warranty Deed (A) one or more bills of sale conveying fee simple in the aggregate all of the Purchased Assets, (B) one or more assignments of the Owned Intellectual Property in recordable form, (C) such other instruments as are reasonably requested by the Purchaser to vest in the Purchaser title in and to the Property to Buyer, subject to Permitted Title ExceptionsPurchased Assets in accordance with the provisions of this Agreement and (D) such other documents and agreements as are contemplated by this Agreement; and (ii) an Affidavit of Real Property Value executed consents with respect to the matters set forth in connection with the conveyance of the real property; Schedule 3.3(b); (iii) a duly executed counterpart of the Escrow Agreement; (iv) evidence of having sent for filing with the Secretary of the State of Delaware or other applicable Governmental or Regulatory Authority a certificate of amendment to the organizational documents of each of the Sellers in proper form for filing, and all other appropriate certificates for filing in other applicable jurisdictions, changing the name of each Seller to a name that does not contain the word “AeroSat” or any derivative or variation thereof; (v) releases of all Liens on the Purchased Assets other than Permitted Liens; (vi) resolutions of the stockholders or members and the Board of Directors of each of the Sellers approving the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, certified by the appropriate officers or managers; (vii) with respect to each Seller, a long-form certificate of good standing from the Secretary of State of the State of Delaware and from the Secretary of State of each other State in which such Seller is qualified to do business as a foreign entity; and (viii) such other certificates, instruments or documents required pursuant to the provisions of this Agreement or otherwise necessary or appropriate to consummate the transactions contemplated by this Agreement. (b) At the Closing, the Purchaser will deliver to the Sellers, each in form and substance, and executed and delivered in a manner, reasonably satisfactory to the Sellers: (i) (A) an assumption of the Assumed Liabilities, (B) such other instruments of assumption evidencing the Purchaser’s assumption of the Assumed Liabilities as the Sellers reasonably deems necessary and (C) such other documents and agreements as are contemplated by this Agreement; (ii) the Closing Payment in accordance with Section 2.3; a duly executed counterpart of the Escrow Agreement, executed by the Purchaser and the Escrow Agent; and (iii) such other certificates, instruments or documents required pursuant to the provisions of this Agreement or otherwise necessary or appropriate to consummate the transactions contemplated by this Agreement. (c) It is understood that certain Purchased Assets may not be immediately transferable or assignable to the Purchaser, and the Purchaser may in its sole discretion allow the Sellers to retain certain of such assets after the Closing Date (the “Non-Transferable Assets”), and this Agreement will not constitute an assignment of any such Non-Transferable Assets. In such event, (i) the Sellers will use commercially reasonable efforts to obtain any consent or authorization which may be required to transfer and convey to Buyer or assign the Property, including without limitation any water rights or other rights appurtenant Non-Transferable Assets to the Property, Purchaser or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On remove or before eliminate any impediment preventing the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds transfer or wire transfer assignment of the funds required by Buyer Non-Transferable Assets to close this transaction as shown on the approved settlement statement; and Purchaser, (ii) the Affidavit Sellers will grant to the Purchaser full use and benefit of Real Property Value; Cits interest in the Non-Transferable Assets to the extent permitted by the terms of or applicable to such Non-Transferable Assets, it being the intent of the Parties that the Purchaser have the benefit of the Non-Transferable Assets as though it were the sole owner thereof, (iii) Escrow Agent is hereby instructed the Sellers will take all actions necessary to furnish and deliver preserve the value of the Non-Transferable Assets, (iv) the Sellers will not transfer or assign the Non-Transferable Assets to Buyerany Person other than the Purchaser or the Purchaser’s designees, (v) the Sellers will transfer or assign the Non-Transferable Assets to Purchaser at the Close of Escrow, at Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) in the amount of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessments, utilities costs, and rentsearliest date, if any, on which such transfer or assignment can be effected and (vi) the Purchaser will be responsible for obligations relating to such Non-Transferable Assets arising or occurring on or after the Property Closing Date as if they had been transferred or assigned to the Purchaser in accordance with the terms of this Agreement. Upon the request of the Purchaser, the Sellers will enforce, on behalf of the Purchaser and at the Purchaser’s cost, any rights of the Sellers arising under or in connection with any Non-Transferable Asset. To the extent that the Purchaser is provided the benefits of any Assumed Contract, the Purchaser will perform the obligations arising, from and after the Closing, under such Assumed Contract on behalf of the Sellers, except for any obligation under such Assumed Contract that constitutes a Retained Liability. (d) If Sellers fail to disclose any Material Contract or Minor Contract relating to the period Business and Purchaser becomes aware of such Material Contract or Minor Contract after the Closing Date (a “Missed Contract”), Purchaser will have the option, in which Closing occurs shall be prorated as of its sole discretion, to assume such Missed Contract. If Purchaser elects in writing to assume a Missed Contract, subject to Section 2.5(c), (i) Sellers will promptly assign, transfer, convey and deliver such Missed Contract to Purchaser, (ii) Purchaser will assume the obligations under such Missed Contract assigned to Purchaser from and after the date of Close assignment to Purchaser pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of Escrow based the assignment and assumption agreement executed and delivered on the latest information available to Closing Date (which special-purpose agreement the Escrow Agent. Reasonable escrow fees shall Parties will prepare, execute and deliver in good faith at the time of such transfer) and (iii) the Missed Contract will be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in treated as an Assumed Contract under this Agreement to the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, ArizonaAgreement.

Closing Matters. AAt the Closing (a) On each Buyer will wire transfer or before otherwise make available in same day funds to the Close Company its or his, as the case may be, portion of Escrowthe Purchase Price, Seller (b) the Company shall deliver certificates to SBIC Partners and X'Xxxxx representing Seven Hundred Fifty Thousand Six Hundred Eighty-Nine (750,689) shares of Class B Stock and Two Hundred Six Thousand Six Hundred Eleven (206,611) shares of Class B Stock, respectively, (c) the transactions contemplated by the FAC/Exeter Securities Purchase Agreement shall be consummated in accordance with the terms thereof, (d) each of the Company, Exeter, Buyers and all other parties relevant thereto shall execute and deliver to Escrow Agent an amended and restated Stockholders Agreement in the following: form attached hereto as Exhibit B (ithe "Amended and Restated Stockholders Agreement"), (e) a Special Warranty Deed conveying fee simple title to the Property to Buyer, subject to Permitted Title Exceptions; (ii) an Affidavit of Real Property Value in connection with the conveyance each of the real property; Company, Exeter, the Buyers and all other parties relevant thereto shall execute and deliver an amended and restated Registration Rights Agreement, in the form attached hereto as Exhibit C (iiithe "Amended and Restated Registration Rights Agreement"), (f) any documents that may be required the Certificate of Amendment to transfer and convey to Buyer the Property, including without limitation any water rights or other rights appurtenant to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On or before the Close Certificate of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer Incorporation of the funds required by Buyer to close this transaction as shown on the approved settlement statement; and (ii) the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and deliver to BuyerCompany shall be amended, at the Close of Escrow, at Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) in the amount form of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title certificate of amendment attached hereto as Exhibit D, to the Property subject only to (i) the permitted title exceptionsprovide, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessments, utilities costs, and rents, if anyamong other things, for the Property for the period in which Closing occurs shall be prorated as immediate right of the date Class B Stock to vote on all corporate matters and (g) each representative of Close FAC and/or SMS who is presently serving as an officer and/or director of Escrow based on the latest information available to Company, Golden State Vintners, a California corporation ("GSV"), or any other subsidiary of either entity shall execute and deliver the Escrow Agent. Reasonable escrow fees shall be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere forms of resignation attached hereto as Exhibit E. All agreements referenced in this Agreement Section 1.3 shall sometimes be collectively referred to herein as the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, Arizona"Ancillary Agreements."

Closing Matters. A(a) On The completion of the transactions contemplated under this Agreement shall be closed at the offices of Burnet, Xxxxxxxxx & Xxxxxx LLP, 1400, 000 - 0xx Xxxxxx X.X., Xxxxxxx, Xxxxxxx, at 2:30 p.m. (Calgary time) (or such other time as the Parties may agree to, acting reasonably) (the “Time of Closing”) on or before the Close of Escrow, Seller shall execute and deliver to Escrow Agent the second Business Day following: : (i) a Special Warranty Deed conveying fee simple title to the Property to Buyer, subject to Permitted Title Exceptions; (ii) an Affidavit of Real Property Value in connection with the conveyance approval of the real property; (iii) any documents that may be required to transfer and convey to Buyer the Property, including without limitation any water rights or other rights appurtenant to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer Westaim Reorganization Resolutions in respect of the funds required by Buyer to close this transaction as shown on the approved settlement statementReorganization; and or (ii) the Affidavit date on which all conditions to the Plumb-Line Offer have been satisfied and Westaim is able to take-up and pay for securities deposited thereunder, whichever is later, or on such other date or at such other place as the Parties may agree. (b) Each of Real Property Value; C) Escrow Agent is hereby instructed to furnish Westaim, Arcticor, Plumb-Line and deliver to BuyerPLMG shall deliver, at the Close Time of EscrowClosing, at Seller’s expensesuch customary certificates, a standard owner’s title insurance policy (or binding commitment to issue same) resolutions and other closing documents as may be required by the other Parties hereto, acting reasonably. For greater certainty, the following matters shall occur in the amount following order at the Time of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title Closing (subject to the Property subject only to terms and conditions set forth in this Agreement and the Plumb-Line Offer): (i) if the permitted title exceptionsWestaim Shares Adjustment is a number other than zero then, and prior to taking any other action referenced in this Section 10.8(b), Westaim shall: (A) if the Westaim Shares Adjustment is a negative number, file articles of amendment with the Registrar whereby the Westaim Shares Combination is effected; or (B) if the Westaim Shares Adjustment is a positive number, file articles of amendment with the Registrar whereby the Westaim Shares Split is effected; (ii) the printed exceptions Articles of Amendment shall be filed; (iii) the Equity Financing shall be completed and the Equity Financing Gross Proceeds shall be released from trust and the Equity Financing Shares shall be issued to the subscribers under the Equity Financing; (iv) Westaim and the PLMG Shareholders shall execute the PLMG Share Purchase Agreement and Westaim shall purchase, and the PLMG Shareholders shall sell, all of the PLMG Securities pursuant thereto; (v) Westaim and Arcticor shall execute the Nascor Share Purchase Agreement and Westaim shall purchase, and Arcticor shall sell, all of the Nascor Securities and the Arcticor Warrant pursuant thereto; (vi) Westaim and the Four Star Securityholders shall execute the Four Star Security Purchase Agreement and Westaim shall purchase, and the Four Star Securityholders shall sell, all of the Plumb-Line Holdings LP Securities owned or controlled by the Four Star Securityholders pursuant thereto; (vii) Westaim shall take-up and pay for all Plumb-Line Securities deposited to the Plumb-Line Offer in accordance with the conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurancethe Plumb-Line Offer; and D(viii) All real property taxes Westaim shall deliver an executed copy of a resignation and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs shall be prorated as mutual release of all of the date officers and directors of Close Westaim and resolutions of Escrow based on the latest information available Westaim Board appointing the Company Nominees to the Escrow Agent. Reasonable escrow fees Westaim Board (it being understood that the Company Nominees shall be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay sign any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in this Agreement such resolutions of the Westaim Board to the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, Arizonaextent required by Applicable Law).

Closing Matters. A(a) On At Closing, Seller shall: (i) Cause the Title Company to modify (by interlineation or before otherwise) the Close Commitment to reflect only the Permitted Exceptions, hereby indicating the commitment of Escrowthe Title Company to issue to Purchaser the Title Policy; and (ii) Deliver possession of the Property. (b) At Closing, Seller shall execute execute, deliver and deliver to Escrow Agent acknowledge the following: following documents: (i) a Special Warranty Deed A special warranty deed (“Deed”), conveying fee simple title to the Property to BuyerPurchaser, subject free and clear of any liens and encumbrances other than the Permitted Exceptions and ad valorem taxes; (c) At Closing, Purchaser shall: (i) Deliver the Purchase Price to Permitted the Title ExceptionsCompany (all monies Purchaser is required to deliver shall be paid by cashier’s check or wired to the account designated by Title Company and available for disbursement no later than 2:00 p.m., local time, on the Closing Date); (ii) Execute and acknowledge the Deed; (iii) Execute and delver such other documents as may be reasonably required by Seller or Title Company including, but not limited to, a certified copy of a resolution of the board of directors of Purchaser (if a corporation) in form approved by Seller authorizing Purchaser to execute the documents necessary to consummate the purchase of the Property in accordance with this Agreement and designating those persons authorized to execute and deliver all necessary documents at Closing; and (iv) Execute and acknowledge such release and indemnification document as Seller may require. (d) All normal and customarily proratable items (with the exception of ad valorem and similar taxes and assessments) relating to the Property shall be prorated between Seller and Purchaser as of Closing. Real and personal property ad valorem and similar taxes and assessments will not be prorated. Purchaser shall assume all responsibility and liability for the payment of all ad valorem and similar taxes and assessments for the year in which Closing occurs, and for the payment of any additional ad valorem taxes and assessments (including penalties and interest) when assessed relating to the year of Closing or prior years arising out of a change in the use of the Land or a change in ownership. The provisions of this Section 7.02(d) shall survive the Closing. (e) Purchaser shall provide to Seller for its review and approval no later than ten (10) days prior to Closing; (i) Certificates of Good Standing and Corporate Existence, By-laws and articles of Incorporation, if Purchaser is a corporation; (ii) an Affidavit Partnership Agreement and, if appropriate, Certificate of Real Property Value in connection with the conveyance of the real propertyLimited Partnership, if Purchaser is a partnership; or (iii) any Trust Agreement if Purchaser is a trust or is acting as a trustee. Purchaser shall provide such other documents that may as Seller shall reasonably request, and the Closing hereunder shall be required to transfer and convey to Buyer the Property, including without limitation any water rights or other rights appurtenant to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statement; B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer of the funds required by Buyer to close this transaction as shown on the approved settlement statement; and (ii) the Affidavit of Real Property Value; C) Escrow Agent is hereby instructed to furnish and deliver to Buyer, at the Close of Escrow, at contingent upon Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) in the amount of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurance; and D) All real property taxes and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs shall be prorated as of the date of Close of Escrow based on the latest information available to the Escrow Agent. Reasonable escrow fees shall be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in this Agreement to the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, Arizonaapproval thereof.