Common use of Closing Obligations. At the Closing Clause in Contracts

Closing Obligations. At the Closing. (a) The Shareholders will deliver to Buyer: (i) certificates representing the Company Shares to Buyer, properly endorsed for transfer or with executed stock powers attached, for transfer to Buyer; (ii) a release in the form of Exhibit 2.2(a)(ii), executed by each of the Shareholders (the "Release"); (iii) a pledge agreement in the form of Exhibit 2.2(a)(iii), executed by each of the Shareholders (the "Pledge Agreement"), along with executed stock powers, with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, in connection with the Pledged Shares; (iv) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(a)(iv) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " Opinion of Shareholders' Counsel"); (v) employment agreements in the form of Exhibit 2.2(a)(v), executed by those Shareholders to whom Buyer has offered employment (collectively, "Shareholder Employment Agreements"); (vi) evidence to Buyer's satisfaction that the Company has terminated all of its Employee Benefits Plans (other than Employee Welfare Benefit Plans), with such termination effective prior to the Closing Date; and (b) Buyer shall deliver to the Shareholders: (i) certificates representing the number of Buyer Shares to be issued to the Shareholders at the Closing pursuant to Section 1.3(b) hereof; (ii) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " Opinion of Buyer's Counsel"); and (iii) the Shareholder Employment Agreements, executed by Buyer.

Closing Obligations. At the Closing. (a) The Shareholders Sellers will deliver to Buyer: (i) certificates representing the Company Shares to BuyerShares, properly duly endorsed for transfer (or with executed stock powers attached, for transfer to Buyer; (ii) a release in the form of Exhibit 2.2(a)(ii), executed accompanied by each of the Shareholders (the "Release"); (iii) a pledge agreement in the form of Exhibit 2.2(a)(iii), executed by each of the Shareholders (the "Pledge Agreement"), along with duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, in connection with the Pledged Sharesfor transfer to Buyer; (ivii) written opinion of counsel dated as of the Closing Date releases in substantially the form of Exhibit 2.2(a)(iv2.4(a)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer executed by Sellers (the " Opinion of Shareholderscollectively, "Sellers' CounselReleases"); (viii) employment agreements in the form of Exhibit 2.2(a)(v2.4(a)(iii), executed by those Shareholders to whom Buyer has offered employment Sellers (collectively, "Shareholder Employment Agreements"); (viiv) evidence noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (b) Buyer will deliver to Sellers: (i) the following amounts by bank cashier's or certified check payable to the order of [or by wire transfer to accounts specified by] A and B, respectively: $ to A and $ to B; (ii) promissory notes payable to A and B in the respective principal amounts of $ and $ in the form of Exhibit 2.4(b) (the "Promissory Notes"); (iii) the sum of $ to the escrow agent referred to in Section 2.4(c) by bank cashier's or certified check; (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's satisfaction that representations and warranties in this Agreement was accurate in all respects as of the Company has terminated date of this Agreement and is accurate in all respects as of its Employee Benefits Plans (other than Employee Welfare Benefit Plans), with such termination effective prior to the Closing Date as if made on the Closing Date; and (b) Buyer shall deliver to the Shareholders: (i) certificates representing the number of Buyer Shares to be issued to the Shareholders at the Closing pursuant to Section 1.3(b) hereof; (ii) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " Opinion of Buyer's Counsel"); and (iiiv) the Shareholder Employment Agreements, executed by BuyerXxxxx. (c) Xxxxx and Sellers will enter into an escrow agreement in the form of Exhibit 2.4(c) (the "Escrow Agreement") with .

Closing Obligations. At the Closing. (a) The Shareholders will deliver to Buyer, along with an executed copy of this Agreement: (i) certificates representing the Company Shares to Buyer, properly endorsed for transfer or with executed stock powers attached, with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) a release in the form of Exhibit 2.2(a)(ii), executed by each of the Shareholders (the "Release"); (iii) a pledge agreement in the form of Exhibit 2.2(a)(iii), executed by each of the Shareholders (the "Pledge Agreement"), along with executed stock powers, with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, in connection with the Pledged Shares; (iv) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(a)(iv) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " Opinion of Shareholders' Counsel"); (v) a mutually agreeable employment agreements in the form of Exhibit 2.2(a)(v)agreement between Xxxxxxx and Buyer, executed by those Shareholders to whom Buyer has offered employment Xxxxxxx (collectively, the "Shareholder Xxxxxxx Employment AgreementsAgreement"); (vi) Buyer's standard employment agreements, executed by those Company employees that have been extended and accepted offers of employment by Buyer; (vii) evidence to Buyer's satisfaction that the Company has terminated all of its Employee Benefits Plans (other than Employee Welfare Benefit Plans), with such termination effective prior to the Closing Date; and (b) Buyer shall deliver to the Shareholders, along with an executed copy of this Agreement: (i) certificates representing the number of Buyer Shares to be issued to the Shareholders at the Closing pursuant to Section 1.3(b) hereof; (ii) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " Opinion of Buyer's Counsel"); and (iii) the Shareholder Xxxxxxx Employment AgreementsAgreement, executed by Buyer.

Closing Obligations. At the Closing. (a) The Shareholders Sellers will deliver to Buyer: (i) certificates representing the Company Shares to BuyerShares, properly duly endorsed for transfer (or with executed stock powers attached, for transfer to Buyer; (ii) a release in the form of Exhibit 2.2(a)(ii), executed accompanied by each of the Shareholders (the "Release"); (iii) a pledge agreement in the form of Exhibit 2.2(a)(iii), executed by each of the Shareholders (the "Pledge Agreement"), along with duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, in connection with the Pledged Sharesfor transfer to Buyer; (ivii) written opinion of counsel dated as of the Closing Date releases in substantially the form of Exhibit 2.2(a)(iv2.4(a)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer executed by Sellers (the " Opinion of Shareholderscollectively, "Sellers' CounselReleases"); (viii) employment agreements in the form of Exhibit 2.2(a)(v2.4(a)(iii), executed by those Shareholders to whom Buyer has offered employment Sellers (collectively, "Shareholder Employment Agreements"); (viiv) evidence noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (b) Buyer will deliver to Sellers: (i) the following amounts by bank cashier's or certified check payable to the order of [or by wire transfer to accounts specified by] A and B, respectively: $ to A and $ to B; (ii) promissory notes payable to A and B in the respective principal amounts of $ and $ in the form of Exhibit 2.4(b) (the "Promissory Notes"); (iii) the sum of $ to the escrow agent referred to in Section 2.4(c) by bank cashier's or certified check; (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's satisfaction that representations and warranties in this Agreement was accurate in all respects as of the Company has terminated date of this Agreement and is accurate in all respects as of its Employee Benefits Plans (other than Employee Welfare Benefit Plans), with such termination effective prior to the Closing Date as if made on the Closing Date; and (b) Buyer shall deliver to the Shareholders: (i) certificates representing the number of Buyer Shares to be issued to the Shareholders at the Closing pursuant to Section 1.3(b) hereof; (ii) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " Opinion of Buyer's Counsel"); and (iiiv) the Shareholder Employment Agreements, executed by Buyer. (c) Buyer and Sellers will enter into an escrow agreement in the form of Exhibit 2.4(c) (the "Escrow Agreement") with .

Closing Obligations. At the Closing. (a) The Shareholders will deliver to Buyer: (i) certificates representing the Company Shares to Buyer, properly endorsed for transfer or with executed and notarized stock powers attached, for transfer to Buyer; (ii) a release in the form of Exhibit 2.2(a)(ii), executed by each of the Shareholders (the "Release"); (iii) a pledge agreement in the form of Exhibit 2.2(a)(iii), executed by each of the Shareholders (the "Pledge Agreement"), along with executed stock powers, powers with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, in connection with the Pledged Shares; (iv) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(a)(iv) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " "Opinion of Shareholders' Counsel"); (v) employment agreements in the form of Exhibit 2.2(a)(v), executed by those Shareholders to whom Buyer has offered employment (collectively, "Shareholder Employment Agreements"); (vi) evidence duly executed resolutions of Company's Board of Directors evidencing to Buyer's Buyers' satisfaction that the Company has terminated (A) all of its Employee Benefits Plans (other than except Company's Employee Welfare Benefit Plans, as defined in Section 3.20(b) hereof), with such termination effective prior to the Closing Date, with directions to Company's legal counsel to apply for a determination letter from the Internal Revenue Service with respect to the termination of Company's 401(k) Plan, (B) all of its Employee Welfare Benefit Plans effective immediately following Closing and (C) with respect to clauses (A) and (B), the Shareholders shall also deliver a form Notice of Intent to Terminate, satisfactory to Buyers, regarding the termination of Company's Employee Benefit Plans, which Notice shall be delivered to all participants and beneficiaries under Company's Employee Benefit Plans promptly after Closing; and (b) Buyer shall deliver to the Shareholders: (i) certificates representing the number of Buyer Shares to be issued to the Shareholders at the Closing pursuant to Section 1.3(b1.3(a) hereof; (ii) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " "Opinion of Buyer's Counsel"); and (iii) the Shareholder Employment Agreements, executed by Buyer.

Closing Obligations. At the Closing. (a) The Shareholders Shareholder will deliver to Buyer: (i) certificates representing the Company Shares to Buyer, properly endorsed for transfer or with executed and notarized stock powers attached, for transfer to Buyer; (ii) a release in the form of Exhibit 2.2(a)(ii), executed by each of the Shareholders Shareholder (the "Release"); (iii) a pledge agreement in the form of Exhibit 2.2(a)(iii), executed by each of the Shareholders Shareholder (the "Pledge Agreement"), along with executed stock powers, powers with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, in connection with the Pledged Shares; (iv) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(a)(iv) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " "Opinion of Shareholders' Shareholder's Counsel"); (v) an employment agreements agreement in the form of Exhibit 2.2(a)(v), executed by those Shareholders to whom Buyer has offered employment the Shareholder (collectively, the "Shareholder Employment AgreementsAgreement"); (vi) evidence duly executed resolution of Company's Board of Directors evidencing to Buyer's Buyers' satisfaction that the Company has terminated all of its Employee Benefits Plans (other than except Company's Employee Welfare Benefit Plans, as defined in Section 3.20(b) hereof), with such termination effective prior to the Closing Date, with directions to Company's legal counsel to apply for a determination letter from the Internal Revenue Service with respect to the termination of all of its Employee Welfare Benefit Plans effective immediately following Closing and the Shareholder shall also deliver a form Notice of Intent to Terminate, satisfactory to Buyers, regarding the termination of Company's Employee Benefit Plans, which Notice shall be delivered to all participants and beneficiaries under Company's Employee Benefit Plans promptly after Closing; and (b) Buyer shall deliver to the ShareholdersShareholder: (i) certificates representing the number of Buyer Shares to be issued to the Shareholders Shareholder at the Closing pursuant to Section 1.3(b1.3(a) hereof; (ii) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " "Opinion of Buyer's Counsel"); and (iii) the Shareholder Employment AgreementsAgreement, executed by Buyer.

Closing Obligations. At the Closing. (a) The Shareholders Sellers will deliver to Buyer: (i) certificates representing the Company Shares to BuyerShares, properly duly endorsed for transfer (or with executed stock powers attached, for transfer to Buyer; (ii) a release in the form of Exhibit 2.2(a)(ii), executed accompanied by each of the Shareholders (the "Release"); (iii) a pledge agreement in the form of Exhibit 2.2(a)(iii), executed by each of the Shareholders (the "Pledge Agreement"), along with duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) a release in connection with the Pledged Sharesform of Exhibit 2.4(a)(ii) executed by Sellers (the "Sellers' Release"); (iii) an employment agreement in the form of Exhibit 2.4 (a)(iii), executed by Xxxxx and the Company (the "Xxxxx Employment Agreement"); (iv) written opinion a noncompetition agreement in the form of counsel dated Exhibit 2.4(a)(iv) executed by Xxxxxxx Xxxxxxxx and the Company (the "Xxxxxxxx Noncompetition Agreement"); (v) a lease for the offices of the Company located at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx in substantially the form of Exhibit 2.4(a)(v), executed by Xxxxx and the Company; (vi) a certificate executed by Xxxxx on behalf of the Company and himself personally, and by the other Sellers, representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5) in substantially the form of Exhibit 2.4(a)(vi); and (vii) a Split-Dollar Termination Agreement executed by the Company, Xxxxxx Xxxxx and Xxxx X. Xxxxx, in the form of Exhibit 2.4(a)(vii). (b) Buyer will deliver to Sellers: (i) the following amounts by wire transfer of immediately available funds payable to the order of the Sellers at the accounts specified in Exhibit 2.4(b)(i) as follows: Xxxxx: 31.564% $ 3,472,040; Xxxxxx Xxxxx 34.218% $ 3,763,980; and Xxxx X. Xxxxx 34.218% $ 3,763,980 ---------- Total: $11,000,000 (ii) promissory notes payable to the Sellers in the respective principal amounts as set forth below, and in the form of Exhibit 2.4(b)(ii) (the "Promissory Notes"): Xxxxx: 31.564% $ 946,920; Xxxxxx Xxxxx 34.218% $ 1,026,540; and Xxxx X. Xxxxx 34.218% $ 1,026,540 ----------- Total: $ 3,000,000 (iii) 100,000 shares of C&F common stock ("C&F Shares") in aggregate issued to the Sellers in proportion to their respective ownership of the Shares at Closing, rounded to the nearest share as follows: Xxxxx: 31,564; Xxxxxx Xxxxx 34,218; and Xxxx X. Xxxxx 34,218 ------- Total: 100,000 C&F will use Best Efforts to ensure that such shares are registered with the Securities and Exchange Commission and the registration statement declared effective within three months after the Closing Date. The Shares shall contain a legend explaining that so long as (a) they are held by Sellers, and (b) the Promissory Notes are outstanding, the Shares are subject to a right of first refusal exercisable by C&F. Such right of first refusal will only apply in the event of proposed sales by the Sellers which, in the aggregate, equal more than 5,000 shares in any 30 day period. In such event, Seller shall give C&F written notice containing the number of shares the Seller desires to sell and, if there is a firm written offer by a willing and able buyer (a "Firm Written Offer"), a copy of such Firm Written Offer. C&F will then have two business days from receipt of such notice to decide whether to buy such Shares. If C&F decides to buy the Shares, C&F will pay a price per Share equal to (i) in the case of a Firm Written Offer, the offer price as disclosed in the notice of sale, or (ii) in the case of no Firm Written Offer, the closing market price as reported on the NASDAQ National Market System (or any other market or exchange which is then the principal trading market for C&F Shares) as of the notice date. C&F must close the purchase transaction within 5 business days of the notice date; and (iv) certificates executed by Buyer and by C&F to the effect that each of Buyer's and C&F's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date in substantially the form of Exhibit 2.2(a)(iv2.4(b) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " Opinion of Shareholders' Counsel"iv); (v) employment agreements in the form of Exhibit 2.2(a)(v), executed by those Shareholders to whom Buyer has offered employment (collectively, "Shareholder Employment Agreements"); (vi) evidence to Buyer's satisfaction that the Company has terminated all of its Employee Benefits Plans (other than Employee Welfare Benefit Plans), with such termination effective prior to the Closing Date; and (b) Buyer shall deliver to the Shareholders: (i) certificates representing the number of Buyer Shares to be issued to the Shareholders at the Closing pursuant to Section 1.3(b) hereof; (ii) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " Opinion of Buyer's Counsel"); and (iii) the Shareholder Employment Agreements, executed by Buyer.

Closing Obligations. At the Closing. (a) The Shareholders Seller and Buyer shall concurrently execute the Investment and Conversion Agreement, which is made part of and incorporated within this Agreement as Exhibit 2.4(A) (the "Investment and Conversion Agreement"); and (b) Seller will deliver to Buyer: (i) certificates representing one hundred percent (100%) of the Company Shares to BuyerAcquired Company's Shares, properly duly endorsed for transfer (or with accompanied by duly executed stock powers attached, for transfer to Buyerof attorney signed before a notary public; (ii) a general release in the form of Exhibit 2.2(a)(ii), 2.4(B)(ii) executed by each of the Shareholders Seller (the "Seller's General Release"); (iii) a pledge an employment agreement in the form of Exhibit 2.2(a)(iii2.4(b)(iii), executed by each of the Shareholders Nenad Krtolica (the "Pledge AgreementEmploymexx Xxxxxxxxx"); (c) Buyer will deliver to Seller: (i) Buyer shall deliver certificates representing whole shares of Buyer's common stock and Preferred Stock, along with executed stock powersrepresenting the consideration for the Acquired Company Shares. Seller may deliver to Buyer, with signatures guaranteed by a commercial bank or by a member firm list of the New York names, addresses, telephone numbers and denominations of such certificates, provided that the total of such certificates shall not exceed the number of shares of Common Stock Exchangeand Preferred Stock to be issued pursuant to Paragraph 2.2 above; (ii) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (iii) the Employment Agreement, in connection with the Pledged Sharesexecuted by Buyer; (iv) written opinion cash payment in the amount of counsel dated as $250,000, delivered to Seller, or via wire transfer to accounts previously designated by Seller and such cash payment shall not constitute an investment in Vivocom by Buyer for purposes of the Closing Date in substantially the form of Exhibit 2.2(a)(iv) with only such changes therein as shall be in form Investment and substance reasonably satisfactory to Buyer (the " Opinion of Shareholders' Counsel");Conversion Agreement. (v) employment agreements verification that Buyer has deposited Two Hundred Fifty Thousand Dollars ($250,000.00) into VivoCom's business bank account, which constitutes Buyer's initial investment obligation as described more fully in the form of Exhibit 2.2(a)(v), executed by those Shareholders to whom Buyer has offered employment (collectively, "Shareholder Employment Agreements");Investment and Conversion Agreement. (vi) evidence to Buyer's satisfaction that the Company has terminated all of its Employee Benefits Plans (other than Employee Welfare Benefit Plans), with such termination effective prior to the Closing Date; and (b) Buyer shall deliver cash and/or warrant certificates ("Finder's Fee") to the Shareholders: Martin, Wolf & Associates (i"Mxxxxx Wolf") certificates representing the number as part of Sellxx'x xxxxxxtion to pay Martin Wolf a certain finder'x xxx xxxx respect to introducing Buyer Shares to be issued to the Shareholders at the Closing pursuant to Section 1.3(bCompany, as more fully described in Exhibit 2.4(C)(vi) hereof; (ii) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " Opinion of Buyer's Counsel"); and (iii) the Shareholder Employment Agreements, executed by Buyerherein.

Closing Obligations. At the Closing. (a) The Shareholders will deliver to Buyer: (i) certificates representing the Company Target Shares to BuyerBuyers, properly endorsed for transfer or with executed stock powers attached, for transfer to Buyerwhich certificates have been marked "CANCELED" by Target; (ii) a release in the form of Exhibit 2.2(a)(ii), executed by each of the Shareholders (the "Release"); (iii) a pledge agreement in the form of Exhibit 2.2(a)(iii), executed by each of the Shareholders (the "Pledge Agreement"), along with executed stock powerspowers for the Pledged Shares, with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, in connection with the Pledged Shares; (iv) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(a)(iv) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer Buyers (the " "Opinion of Shareholders' Counsel"); (v) employment agreements in the form of Exhibit 2.2(a)(v2.2(a)(v)(A) and Exhibit 2.2(a)(v)(B), executed by those Shareholders to whom Buyer has offered employment Xxxxxx Xxxxx Xxxxx and Xxxxxxx X. Xxxxxxx, respectively (each a "Shareholder Employment Agreement" and collectively, the "Shareholder Employment Agreements"); (vi) evidence pursuant to BuyerNevada community property law, executed written consents to this Agreement and the Merger contemplated herein from the respective spouses of the Shareholders, in the form of Exhibit 2.2(a)(vi) (collectively, the "Spousal Consents"); (vii) Promissory Notes payable to the order of Target, in form and substance acceptable to Buyers in their sole discretion, issued by those producers of Target, if any, that have elected prior to the Closing Date to purchase their respective books of business (pursuant to the terms of their employment agreements with Target) rather than be employed by Buyers (collectively, the "Promissory Notes"); (viii) the Articles of Merger, duly executed by Target, to be filed with the Secretary of State of the State of Nevada; (ix) written consent for this Merger transaction, in form and substance reasonably acceptable to the Buyers, obtained from those parties identified on Schedule 3.5; and (x) duly executed resolutions of Target's Board of Directors evidencing to Buyers' satisfaction that the Company Target has terminated (A) all of its Employee Benefits Plans (other than except Target's Employee Welfare Benefit Plans, as defined in Section 3.20(b) hereof), with such termination effective prior to the Closing Date, with directions to Target's legal counsel to apply for a determination letter from the Internal Revenue Service with respect to the termination of Target's 401(k) Plan, (B) all of its Employee Welfare Benefit Plans effective immediately following Closing and (C) with respect to clauses (A) and (B), the Shareholders shall also deliver a form Notice of Intent to Terminate, satisfactory to Buyers, regarding the termination of Target's Employee Benefit Plans, which Notice shall be delivered to all participants and beneficiaries under Target's Employee Benefit Plans promptly after Closing; and (b) Buyer Buyers shall deliver to the Shareholders: (i) certificates representing the number of Buyer Xxxxx & Xxxxx Shares to be issued to the Shareholders at the Closing pursuant to Section 1.3(b1.8(a)(ii) hereof; (ii) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer Sellers (the " "Opinion of Buyer's Buyers' Counsel"); and; (iii) the Shareholder Employment Agreements, executed by BuyerXxxxx & Xxxxx; and (iv) the Articles of Merger, duly executed by Acquisition Co., to be filed with the Secretary of State of the State of Nevada.

Closing Obligations. At the Closing. (a) The Shareholders Sellers will deliver (or cause to Buyer: be delivered): (i) certificates representing the Company Shares to BuyerShares, properly duly endorsed for transfer by Seller (or with executed stock powers attached, for transfer to Buyer; (ii) a release in the form of Exhibit 2.2(a)(ii), executed accompanied by each of the Shareholders (the "Release"); (iii) a pledge agreement in the form of Exhibit 2.2(a)(iii), executed by each of the Shareholders (the "Pledge Agreement"), along with duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock ExchangeExchange (only if so required by the Company's transfer agent), for 4 <PAGE> transfer to the Buyer; provided that if the certificates are in connection the name of any other Person, there shall be included duly executed stock powers with respect to such Person's stock certificates which shall effect a transfer of such certificates to the Pledged Shares; Buyer; (ii) a release, waiver and indemnity agreement executed by the Seller in favor of the Buyer and the Company relating to any amounts owed to the Seller by the Company with respect to the Shares and any other claims of the Seller and/or Seller Related Persons (other than Promecap, S.C., Madera, LLC and their respective Affiliates) against the Buyer and the Company and a release, waiver and indemnity agreement executed by Madera, LLC in favor of the Buyer and the Company relating to any claims of Madera, LLC and/or Madera, LLC's subsidiaries, Affiliates (including, without limitation, Promecap, S.C.), shareholders, partners, officers, directors, employees, attorneys and/or agents and their respective predecessors, successors and assigns against the Buyer and the Company each in the forms attached hereto as Exhibit A; (iii) a copy of a letter executed by Xxxx Xxxxxx pursuant to which Xxxx Xxxxxx resigned as a director of the Company; (iv) written opinion evidence that the Board of counsel Directors of the Company has authorized and approved the acquisition of the Shares by the Buyer from the Seller; and (v) a certificate dated as of the Closing Date in substantially the form of Exhibit 2.2(a)(iv) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " Opinion of Shareholders' Counsel"); (v) employment agreements in the form of Exhibit 2.2(a)(v), date hereof executed by those Shareholders to whom Buyer has offered employment (collectively, "Shareholder Employment Agreements"); (vi) evidence to Buyer's satisfaction that the Company has terminated all of its Employee Benefits Plans (other than Employee Welfare Benefit Plans), with such termination effective prior Seller representing and warranting to the Closing Date; and (b) Buyer shall deliver to the Shareholders: (i) certificates representing the number that each of Buyer Shares to be issued to the Shareholders at the Closing pursuant to Section 1.3(b) hereof; (ii) written opinion of counsel dated Seller's representations and warranties in this Agreement was accurate in all respects as of the Closing Date in substantially the form date of Exhibit 2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " Opinion of Buyer's Counsel"); and (iii) the Shareholder Employment Agreements, executed by Buyerthis Agreement.

Closing Obligations. At the Closing. (a) The Shareholders will deliver to Buyer: (i) certificates representing the Company Shares to Buyer, properly endorsed for transfer or with executed and notarized stock powers attached, for transfer to Buyer; (ii) a release in the form of Exhibit 2.2(a)(ii), executed by each of the Shareholders (the "Release"); (iii) a pledge agreement in the form of Exhibit 2.2(a)(iii), executed by each of the Shareholders (the "Pledge Agreement"), along with executed stock powerspowers for the Pledged Shares and the Accounts Receivable Shares, with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, in connection with the Pledged Shares; (iv) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(a)(iv) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " "Opinion of Shareholders' Counsel");; and (v) employment agreements in the form of Exhibit 2.2(a)(v), executed by those Shareholders to whom Buyer has offered employment each Shareholder and Xxxxxx X. Xxxxxxx (collectively, "Shareholder Employment Agreements"); (vi) evidence duly adopted resolutions of the Company's Board of Directors satisfactory to Buyer's satisfaction that the Company has terminated all of Buyer in its Employee Benefits Plans sole discretion (other than Employee Welfare Benefit Plans)A) terminating The Young Agency, Inc. Employees' 401(k) Profit Sharing Plan, with such termination effective prior to the Closing Date, (B) providing that no contributions shall be made to the Company's 401(k) Plan after such date, and (C) directing the Company's legal counsel to apply for a determination letter from the Internal Revenue Service with respect to the termination of the 401(k) Plan and to submit a Notice of Intent to Terminate to all participants and beneficiaries under 401(k) Plan; (vii) duly adopted resolutions of the Company's Board of Directors satisfactory to Buyer in its sole discretion (A) terminating The Young Agency, Inc.'s Defined Contribution Pension Plan, with such termination effective as soon as is administratively feasible, (B) providing that no contributions shall be made to the Company's Defined Contribution Pension Plan after such date, and (C) directing the Company's legal counsel to apply for a determination letter from the Internal Revenue Service with respect to the termination of the Deferred Contribution Pension Plan and to submit a Notice of Intent to Terminate to all participants and beneficiaries under the Deferred Contribution Pension Plan; and (viii) an agreement terminating the Shareholder's current Shareholders Agreement. (b) Buyer shall deliver to the Shareholders: (i) certificates representing the number of Buyer Shares to be issued to the Shareholders at the Closing pursuant to Section 1.3(b1.3(a)(ii) hereof; (ii) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " "Opinion of Buyer's Counsel"); and (iii) the Shareholder Employment Agreements, executed by Buyer.