Common use of Closing Obligations Clause in Contracts

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx in the form attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 (the "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below): (i) such Seller's share of the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate"). (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to BuyerNAI: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to BuyerNAI; (ii) releases in the form of Exhibit A attached hereto and executed by each Seller (collectively, the “Sellers’ Releases”); (iii) an employment agreement in the form of Exhibit B attached hereto executed by Xxxx Xxxxxx (“Employment Agreement”); (iv) noncompetition agreements in the form of Exhibit C attached hereto executed by each Seller other than Xxxxxx (collectively, the “Noncompetition Agreements”); (v) executed resignations of Xxxxxxx Xxxxxx as a Director, Xxxxxxx X. Xxxxx as a Director, Lincoln Fish as a Director, Xxxxxxx Xxxxxxxx as a Director, Xxx Xxxxx as Chief Financial Officer and Secretary, and Xxxx Xxxxxx as Director and Chief Executive Officer (but not as President) of RHL, with the resignations to take effect upon the Closing; (vi) one or more lock-up agreements executed by Sellers, substantially in the form attached hereto as Exhibit D, covering the shares of NAI Stock to be issued to Sellers (collectively, the “Lock-Up Agreements”); (vii) representation letters in the form attached hereto as Exhibit E, executed by each Seller; (viii) the Escrow Agreement in the form attached hereto as Exhibit F, executed by each Seller; (ix) an opinion of sellers’ counsel in the form attached hereto as Exhibit G; (x) copies of resolutions of RHL’s Board of Directors, certified by the Secretary of RHL, appointing Xxxxxxx Xxxxxx and Xxxx XxXxxx as directors of RHL effective upon the Closing; and (xi) a notice of incentive stock option grant and a notice of nonqualified stock option grant (collectively, “Notices of Stock Option Grants”), and a stock option agreement (“Stock Option Agreement”), each executed by Xxxx Xxxxxx, representing in the aggregate options to purchase 100,000 shares of NAI common stock under and subject to NAI’s 1999 Omnibus Equity Incentive Plan at an exercise price equal to One Hundred Ten Percent (110%) of the last reported sale price as reported by the Nasdaq Stock Market on December 2, 2005, each with a term of five years, and each with vesting conditions precedent such that only 34% of the total number of shares underlying the option become vested and capable of being purchased upon exercise of the option on or after the first anniversary of the date of grant, an additional 33% of such shares may only become vested and capable of being purchased upon exercise of the option on or after the second anniversary of the date of grant, and the final 33% of such shares may become vested and capable of being purchased upon exercise of the option only on or after the third anniversary of the date of grant, and otherwise as set forth in such Notices of Stock Option Grants and Stock Option Agreement, each in the form attached hereto as Exhibits H and I, respectively. (b) NAI will deliver: (i) an aggregate amount equal to Four Million Eight Hundred Eight Thousand Two Hundred Forty Six and No/100 Dollars ($4,808,246), in U.S. dollars, which amount shall be delivered to Sellers by wire transfer in accordance with wire instructions provided by Sellers, respectively, as follows: Two Million Forty Three Thousand Five Hundred Fourteen and No/100 Dollars ($2,043,514) to Xxxxxx; Four Hundred Eighty Thousand Seven Hundred Ninety One and No/100 Dollars ($480,791) to Fish; Four Hundred Eighty Thousand Eight Hundred Forty Nine and No/100 Dollars ($480,849) to Xxxxx; and One Million Eight Hundred Three Thousand Ninety Two and No/100 Dollars ($1,803,092) to Xxxxxx; (ii) the Consulting Agreements executed sum of One Million Dollars ($1,000,000) to the Escrow Agent referred to in Section 2.4(c) by Xxxxx X. Xxxxxx in the form attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement")wire transfer;] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and facsimile copies of certificates representing shares of NAI Stock to the Sellers as follows: Two Hundred Sixteen Thousand Seven Hundred Fifty One (216,751) shares registered in the form attached hereto name of Xxxxxx; Fifty Thousand Nine Hundred Ninety Six (50,996) shares registered in the name of Fish; Fifty One Thousand Three (51,003) shares registered in the name of Xxxxx; and One Hundred Ninety One Thousand Two Hundred Fifty (191,250) shares registered in the name of Xxxxxx. Original copies of such certificates shall be delivered to Sellers, as EXHIBIT ------- 2.4(a)(iiiapplicable, within five (5) (the "Employment Agreements")business days after Closing;] ----------- (iv) a certificate the Employment Agreement, executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 (the "Sellers' Closing Certificate")NAI; (v) opinion(sthe Lock-Up Agreements, executed by NAI; (vi) the Escrow Agreement, executed by NAI; (vii) the Notices of counselStock Option Grants and Stock Option Agreement, dated each executed by NAI; and (viii) an amount equal to the Closing Dateaggregate outstanding principal balances, plus accrued and unpaid interest thereon, of RHL’s four (4) outstanding lines of credit, which outstanding balances and accrued interest shall, at Closing, be equal to $357,754.12 payable on the line of credit with Xxxxxxx Xxxxx, $93,921.14 payable on the line of credit with Xxxxx Fargo, $43,676.07 payable on the line of credit with California Bank & Trust, and $94,438.72 payable on the line of credit with Bank of America, and which amounts shall be delivered by wire transfer to the applicable lenders in accordance with wire instructions provided by Sellers. (c) NAI and Sellers will enter into an escrow agreement in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form Exhibit F attached hereto as EXHIBIT 2.4(a)(vi(“Escrow Agreement”) with Xxxxx Fargo Bank (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below): (i) such Seller's share of the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate"“Escrow Agent”). (vd) opinion(s) NAI acknowledges and understands that the Board of counselDirectors of RHL has declared a one-time cash dividend to the shareholders of record on December 2, dated the Closing Date2005, in the form aggregate amount of EXHIBIT 2.4(b)(vSeven Hundred Fifty Thousand and no/100 Dollars ($750,000); and ----------------- (vi) . Such dividend shall be payable at the Closing from RHL’s available cash, provided at such other documents time such distribution is permissible in accordance with Chapter 5 of the California Corporations Code and, except as Sellers may reasonably request for disclosed in Sellers’ Disclosure Schedules, would otherwise not result in an event of default under the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy terms of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated TransactionsIndebtedness.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or Shares accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx releases in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(ii) executed by X. Xxxxx, X. Xxxxx and Michelin (collectively, the "Consulting -------------- AgreementSellers' Releases");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and employment agreements in the form attached hereto as EXHIBIT ------- of Exhibit 2.4(a)(iii) ), executed by X. Xxxxx and Michelin (collectively, the "Employment Agreements");] ----------- (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by X. Xxxxx and Michelin (collectively, the "Noncompetition Agreements"); (v) resignations from all current officers and directors of the Company other than X. Xxxxx who shall remain President of the Company and Michelin who shall remain Vice President of the Company; (vi) a certificate executed by Sellers and to the Company representing and warranting to Buyer effect that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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; and (B) each of the covenants and agreements of Sellers to be performed prior to the Closing Date (has been duly performed or complied with by the "Sellers' Closing Certificate")Seller; (vvii) opinion(sa certificate from the Secretary of the Company attaching and certifying to (a) the Company's Organizational Documents and (b) resolutions of counsel, dated the Closing Date, board of directors of the Company approving the Contemplated Transactions; (viii) the earnout agreement in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtainedExhibit 2.4(a)(vii), including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed execute by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) Sellers (the "Non-Competition AgreementsEarnout Agreement"); and (viiix) such other the documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in contemplated by Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions7.3 hereof. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers: (i) such Sellerthe Initial Purchase Price by bank cashier's share check or by wire transfer to the accounts specified by Sellers, to be allocated among the Sellers pursuant to the allocation schedule set forth on Part 2.4 of the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet.Disclosure Letter; (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, (A) each of Buyer'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; and (B) each of the covenants and agreements of Buyer to be performed prior to the Closing Date has been duly performed and complied with by Buyer; (iii) a certificate from the "Secretary of Buyer attaching and certifying to (a) the Buyer's Closing Certificate").Organizational Documents and (b) resolutions of the board of directors of Buyer authorizing the Contemplated Transactions; (iv) the Employment Agreements, executed by the Company and Buyer; (v) opinion(s) of counselthe Noncompetition Agreements, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and -----------------executed by Buyer; (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a)Earnout Agreement, (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with executed by Buyer, or ; and (4vii) otherwise facilitating the consummation of the Contemplated Transactionsdocuments contemplated by Section 8.3 hereof.

Closing Obligations. At the ClosingClosing or as soon as practical thereafter: (a) Sellers or the Company, as applicable, will shall deliver or cause to be delivered to Buyer: (i) the original of any certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to BuyerUnits marked “Cancelled”; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx in the form attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since filed with any Governmental Body in connection with its organization, duly certified as of a recent date by the date Secretary of each State or other appropriate authority of the Organizational Documents; and (B) each jurisdiction 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 (the "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri its incorporation or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below): (i) such Seller's share of the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreementsorganization; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all material respects as Organizational Documents of the date of this Agreement and is accurate Company not filed with a Governmental Body in all material respects connection with its organization, certified as of the Closing Date by the Secretary of the Company; (iv) certificates dated as if made on of a date not more than ten (10) days prior to the Closing Date (as to the "Buyer's Closing Certificate").good standing of the Company, issued by the appropriate Governmental Body of the jurisdiction of the Company’s organization and each jurisdiction in which the Company is licensed or qualified to do business; (v) opinion(san employment agreement by and between Xxxxx Xxxxxx and Buyer in the form of Exhibit 2.4(a)(v) (“Xxxxxx Employment Agreement), executed by Xxxxx Xxxxxx; (vi) an employment agreement by and between Xxxxx Xxxxxxx and the Buyer in the form of counselExhibit 2.4(a)(vi) (“Xxxxxxx Employment Agreement”), dated executed by Xxxxx Xxxxxxx; (vii) letters of resignation signed by Xxxxx Xxxxxx and Xxxxx Xxxxxxx resigning from their positions as officers, managers and members of the Board of Managers of Security Grade effective as of the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a)terminating their existing service agreements, (2) evidencing the accuracy of any representation if any, either oral or warranty of Buyerwritten, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.Security Grade;

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will Seller shall deliver or cause to be delivered to BuyerPurchaser: (i) certificates representing the SharesXxxx of Sale, duly endorsed (or accompanied executed by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to BuyerSeller; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx in the form attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a certificate executed by Sellers and the Company Seller representing and warranting to Buyer Purchaser that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) each of Sellers' representations and warranties of Seller 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 "Sellers' Disclosure Memorandum that were delivered by Seller to Purchaser prior to the Closing Certificate"Date in accordance with Section 6.5); (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (viiiii) such other documents as Buyer Purchaser may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2A) evidencing the accuracy of any of Sellers' Seller’s representations and warranties, (3B) evidencing the performance by Sellers Seller of, or the compliance by Sellers Seller with, any covenant or obligation required to be performed or complied with by it, (C) evidencing the Sellerssatisfaction of any condition referred to in Article 8, or (4D) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Purchaser shall deliver: (i) such Seller's share A stock certificate(s) representing 12,222,222 shares of the Purchase Price Stock in the name of Seller, or as set forth designated by Seller, and evidence of direction and authority given to Purchaser’s transfer agent to issue a certificate in instructions the name of Seller for such additional shares of the Stock as may be required to be provided by Sellers together with the Pro Forma Balance Sheetissued pursuant to Section 2.4.; (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms Xxxx of the Consulting Agreement, the Non-Competition Agreements and/or the Employment AgreementsSale duly executed by Purchaser; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer Purchaser to the effect that, except as otherwise stated in such certificate, that each of Buyer's Purchaser’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 (the "Buyer's Closing Certificate").Date; and (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (viiv) such other documents as Sellers Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2A) evidencing the accuracy of any representation or warranty of BuyerPurchaser, (3B) evidencing the performance by Buyer Purchaser of, or the compliance by Buyer Purchaser with, any covenant or obligation required to be performed or complied with by BuyerPurchaser, (C) evidencing the satisfaction of any condition referred to in Article 9, or (4D) otherwise facilitating the consummation of any of the Contemplated Transactions. (c) Simultaneously with such deliveries, Seller shall take all action necessary or appropriate to put Purchaser in actual possession and operating control of the Assets.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx a release in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(ii) executed by ------------------ each Seller (the "Consulting -------------- AgreementSellers' Release");]; ---------------- (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and an employment agreement in the form attached hereto as EXHIBIT of Exhibit ------- 2.4(a)(iii2.4(a)(iii)(A) executed by Xxx Xxxxx and an employment agreement in -------------- the form of Exhibit 2.4(a)(iii)(B) executed by Xxxxxx Xxxxxxxx ---------------------- (collectively, the "Employment Agreements");] -----------; --------------------- (iv) a certificate non-competition agreement in the form of Exhibit ------- 2.4(a)(iv) executed by Xxx Xxxxx (the "Non-Competition Agreement"); ---------- ------------------------- (v) the Shareholder Intangibles Purchase Agreement executed by Xxxxxx Xxxxxxxx; (vi) a certificate, dated the Closing Date, executed by Sellers and the Company representing and warranting to Buyer that that: (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 (except for representations and warranties that contain an express materiality qualification, which must have been accurate in all respects) as of the Closing Date (except to the extent expressly made as if made on the Closing Date (the "Sellers' Closing Certificate"of an earlier date, in which case as of such date); (vB) opinion(s) each Seller has complied with all of counsel, dated the Closing Date, its covenants and agreements contained in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyerthis Agreement; and (viC) separate Non-Competition Agreements each Seller has performed all of its obligations required to be performed by it on or prior to the Closing Date hereunder; (vii) the Escrow Agreement executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements")Sellers; and (viiviii) such other documents a real property holding company affidavit on behalf of each Acquired Company, as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to provided in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions.7.12; and (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers: (i) such Seller's share of the Purchase Price Closing Cash Payment, as set forth provided in instructions to be provided by Sellers together with the Pro Forma Balance Sheet.Section 2.2(c); (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment AgreementsSellers' Note; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, : (A) each of Buyer'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 (except for representations and warranties that contain an express materiality qualification, which must have been accurate in all respects) as of the Closing Date (except to the extent expressly made as if made of an earlier date, in which case as of such date); (B) Buyer has complied with all of its covenants and agreements contained in this Agreement; and (C) Buyer has performed all of its obligations required to be performed by it on or prior to the Closing Date hereunder; (iv) the "Employment Agreements, executed by Buyer's Closing Certificate").; (v) opinion(s) of counselthe Non-Competition Agreement, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and -----------------executed by Buyer; (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with Shareholder Intangibles Purchase Agreement executed by Buyer, or ; and (4vii) otherwise facilitating the consummation of the Contemplated TransactionsEscrow Agreement executed by Buyer.

Closing Obligations. At the Closing: (a) Sellers will deliver, or the Companycause to be delivered, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Parent Shares and Company Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx a release in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(ii) executed by each Seller (the "Consulting -------------- Agreement"“Sellers’ Releases”);] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and a noncompetition agreement in the form attached hereto as EXHIBIT ------- of Exhibit 2.4(a)(iii) ), executed by each Majority Owner (collectively, the "Employment “Noncompetition Agreements"”);] ----------- (iv) an employment agreement in the form of Exhibit 2.4(a)(iv), executed by Brand (the “Brand Employment Agreement”); (v) an advisory services agreement in the form of Exhibit 2.4(a)(v), executed by Couse (the “Advisory Services Agreement”); (vi) a subordination agreement in the form of Exhibit 2.4(a)(vi), executed by each Seller (the “Subordination Agreement”); (vii) an intercreditor agreement in the form of Exhibit 2.4(a)(vii), executed by each Seller (the “Intercreditor Agreement”); (viii) the consent of Sellers to the Collateral Assignment in the form of Exhibit 2.4(a)(viii), executed by each Seller (the “Consent to Collateral Assignment”); (ix) the resignations, dated as of the Closing Date, of each of the directors and officers of Parent and the Company; (x) evidence (in the form and substance reasonably satisfactory to Buyer) of termination of all agreements regarding voting, transfer, restrictions or Encumbrances on each of the Parent Shares and Company Shares, rights of repurchase or other arrangements related to each of the Parent Shares and Company Shares or each of Parent and the Company that are in effect prior to Closing; (xi) evidence (in the form and substance reasonably satisfactory to Buyer) that Parent’s and the Company’s investment bankers, attorneys and/or other advisors and any other similar agents and representatives have been paid in full at or prior to the Closing, and that neither Parent nor the Company has any liability to any such parties for any Transaction Costs; (xii) evidence (in the form and substance reasonably satisfactory to Buyer), including but not limited to, pay-off letters and such other documentation as Buyer shall reasonably require and approve, so as to allow Buyer to take all actions necessary to fund and pay-off the Credit Facility at Closing, subject to a maximum amount of Three Hundred Thousand Dollars ($300,000); (xiii) a certificate from each Seller of non-foreign status as contemplated under Section 1.1445-2(b) of the Treasury Regulations certifying that such Seller is not a foreign person; and (xiv) a certificate executed by Sellers and the Company each Seller representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) each of Sellers' such Seller’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 (the "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form covenants and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required agreements to be performed or complied with prior to the Closing by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactionssuch Seller have been performed. (b) Buyer will deliver to each Seller (or to such other Persons designated below):deliver: (i) such to each Seller's share , the applicable portion of the Purchase Price total Cash Consideration payable to each such Seller as set forth in instructions Section 2.2(a), which amounts shall be paid at Closing by wire transfer to be provided by Sellers together with each Seller to the Pro Forma Balance Sheet.account specified in writing to Buyer at least three (3) Business Days prior to the Closing; (ii) any consulting fees or other compensation required to be paid at Closing pursuant to each Seller, a Subordinated Contingent Note in the terms form of Exhibit 2.4(b)(ii) executed by Buyer, in the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreementsprincipal amount set forth in Section 2.2(b); (iii) to Sellers, the Consulting Security Agreement, in the Non-Competition Agreements and the Employment Agreementsform of Exhibit 2.4(b)(iii), all executed by Buyer;] (iv) to Sellers, the Guaranty, in the form of Exhibit 2.4(b)(iv), executed by EMRISE; (v) to each Majority Owner, the Noncompetition Agreements, executed by Buyer; (vi) to Brand, the Brand Employment Agreement, executed by Buyer; (vii) to Couse, the Advisory Services Agreement, executed by Buyer; (viii) to Sellers, the Intercreditor Agreement, executed by Buyer; and (ix) to Sellers, a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's ’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 (the "Buyer's Closing Certificate"). (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required that all covenants and agreements to be performed or complied with prior to Closing by Buyer, or (4) otherwise facilitating the consummation of the Contemplated TransactionsBuyer have been performed.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, Seller will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, ) for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx release in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(ii) (the "Consulting -------------- Agreement");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a certificate executed by Sellers and the Company representing and warranting to Buyer that Seller (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 (the "Sellers' Closing CertificateSeller's Release"); (viii) opinion(s) of counsel, dated the Closing Date, employment agreement in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtainedExhibit 2.4(a)(iii), including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; andexecuted by Seller ("Employment Agreement"); (viiv) separate Nonnon-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx competition agreement in the form attached hereto as EXHIBIT 2.4(a)(vi) of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (viiix) such all other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation items required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactionsdelivered hereunder. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such Seller's share of the Purchase Price as set forth in instructions amount to be provided by Sellers together with wired to the Pro Forma Balance Sheet.Company's bank to pay off secured indebtedness; (ii) any consulting fees or other compensation required promissory note payable to be paid at Closing pursuant to Seller in the terms principal amount of $750,000.00 in the Consulting Agreement, form of Exhibit 2.4(b) (the Non-Competition Agreements and/or the Employment Agreements"Promissory Note"); (iii) a total of $1,650,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the Consulting Agreementaverage of the closing price for the Common Stock on the American Stock Exchange for the ten (10) trading days immediately prior to the Closing. The shares of Common Stock will be issued to Seller by the Buyer's transfer agent within two weeks following the Closing. At Closing, Seller will be provided copies of the Company's instruction letter to its transfer agent; (iv) Non-Competition Agreements and the Employment Agreements, all Agreement executed by Buyerthe Company;] (ivv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, that each of Buyer'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 (the "Buyer's Closing Certificate"). (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and -----------------; (vi) such the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation items required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactionsdelivered hereunder.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx releases in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(ii) executed by Sellers (the collectively, "Consulting -------------- Sellers' Releases"); (iii) an employment agreement executed by Xxxxxx X. Xxxxxxx ("Employment Agreement");] (iiiiv) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and noncompetition agreements in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Employment Noncompetition Agreements");] -----------; and (ivv) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date, Date in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"accordance with Section 5.5); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers: (i) such Seller's 433,333 share certificates in the form of Rule 144 of the Purchase Price as set forth in instructions to Securities Act stock of Buyer, which stock shall be provided by Sellers together registered with the Pro Forma Balance Sheet.Security Exchange Commission pursuant to Section 4.6 hereof ("Registered Stock"), and distributed amongst the Sellers; (ii) any consulting fees or other compensation required to be paid at Closing pursuant share certificates in the form of Rule 144 of the Securities Act stock of Buyer equal to the terms balance of the Consulting AgreementPurchase Price, with such Section 144 stock being valued at $15.00 per share ("Rule 144 Stock"),to be held by the Non-Competition Agreements and/or the Employment Agreementsescrow agent referred to in Section 2.4(c); (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 Date; and (iv) the "Employment Agreement, executed by Buyer's Closing Certificate"). (vc) opinion(s) of counsel, dated the Closing Date, Buyer and Sellers will enter into an escrow agreement in the form of EXHIBIT 2.4(b)(v); and ----------------- Exhibit 2.4(c) (vithe "Escrow Agreement") such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated TransactionsXxxxx X. Xxxxxx.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, ) for transfer to Buyer; (ii) releases in a form mutually acceptable to the Consulting Agreements parties hereto, executed by Xxxxx X. Xxxxxx in the form attached hereto as EXHIBIT 2.4(a) Sellers (the collectively, "Consulting -------------- AgreementSellers' Releases");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx employment agreement in a form mutually acceptable to USC and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) Joseph A. Kirchner, executed by Joseph A. Kirchner (the "Employment AgreementsEmpxxxxxxx Xxxxxxxxx");] ----------- (iv) noncoxxxxxxxxx xxxxxxxxts in a form mutually acceptable to the parties hereto, executed by Sellers (collectively, the "Noncompetition Agreements");and (v) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date, Date in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"accordance with Section 5.5); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers: (i) such Sellerthe following amounts by bank cashier's share check payable to the order of the Purchase Price as set forth in instructions BJK Trust and the HAK Trust: $___________ and $______________ to be provided by Sellers together with the Pro Forma Balance Sheet.BJK Trust; (ii) any consulting fees or other compensation required to be paid at Closing pursuant a promissory note payable to the terms Family Trust in the principal amount of $1,750,000 in a form mutually acceptable to the Consulting Agreement, parties hereto (the Non-Competition Agreements and/or the Employment Agreements;"Promissory Note"). (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate").Date; and (viv) opinion(s) of counselthe Employment Agreement, dated executed by the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated TransactionsCompany.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to BuyerBuyers shall receive: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer;Intentionally omitted. (ii) a certified copy by the Consulting Agreements executed by Xxxxx X. Xxxxxx in Secretary of the form attached hereto board of managers of Mexico SRL of the stock registry book of Mexico SRL, reflecting the transfer of the Transferred Interests, and the recordation of Buyers, or Buyers' designee, as EXHIBIT 2.4(a) (holders of the "Consulting -------------- Agreement")Transferred Interests on the books and records of or pertaining to Mexico SRL, and all of the books and records of or pertaining to Mexico SRL;] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx an opinion of Minter Ellison, dated the Closing Date, Australian counsel to Pxxxxxx, xx xxx form of Exhibit 2.5(a)(iii)-A and Xxxx X. Xxxxxxx and in an opinion of Basham, Ringe y Correa, S.C., dated the Closing Date, Mexican cxxxxxx to Parentx, xx the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements")of Exhibit 2.5(a)(iii)-B;] ----------- (iv) a certificate certificates executed by Sellers Mexico SRL, each Parent, each Seller and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or Barbados as to the then current Organizational Documents accuracy of the Company since the date of each of the Organizational Documents; and (B) each of Sellers' representations and warranties as provided in this Agreement was accurate Section 8.1(a) and as to compliance with the covenants as provided 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 (the "Sellers' Closing Certificate"Section 8.2(a); (v) opinion(s) a certificate executed by Cinemex as to the accuracy of counsel, dated the Closing Date, representations and warranties as provided in the form of EXHIBIT 2.4(a)(vSection 8.1(b) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of as to compliance with the State of Missouri or its subdivisions or instrumentalities covenants as provided in form and substance reasonably acceptable to Buyer; and8.2(b); (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxxcertificates of the Secretary of the Board of Directors of Mexico SRL, Xx.each Parent, Xxxxxx X. Xxxxxeach Seller, Barbados, and X.X. Xxxxxxxx each Cinemex Company as to the legal existence of each in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements")their respective jurisdictions of incorporation or organization; and (vii) such other documents as Buyer may reasonably request for a duly executed power of attorney letter (proxy letter) from Barbados relating to the purpose Retained Interests in the form of (1) enabling its counsel to provide the opinion referred to in Section 2.4(bExhibit 2.5(a)(vii), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller Buyers (or to such other Persons designated below):their designees) will: (i) such Seller's share pay to Sellers an aggregate amount equal to (x) the product of (A) the Purchase Price as set forth in instructions to be provided by Sellers together with Hoyts Percentage and (B) the Pro Forma Balance Sheet.Closing Cash Notional Payment, minus (y) the Loan Amount; (ii) any consulting fees or other compensation required deliver to be paid at Closing pursuant to the terms Sellers and Barbados a copy of the Consulting Agreement, the Non-Competition Agreements and/or the Employment AgreementsLoan Agreement executed by Mexico SRL; (iii) the Consulting Agreement, the Non-Competition Agreements deliver to Sellers and the Employment Agreements, all Barbados a certificate executed by Buyer;]each Buyer as to the accuracy of the representations and warranties as provided in Section 9.1 and as to performance of the covenants as provided in Section 9.2; and (iv) a certificate executed by Buyer deliver to the effect that, except as otherwise stated in such certificate, each of Buyer's representations Sellers 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 (the "Buyer's Closing Certificate"). (v) opinion(s) of counsel, dated the Closing DateBarbados, in the form case of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a)MAV, (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation a certificate of the Contemplated TransactionsSecretary (or other Person) of MAV as to the legal existence of MAV in Mexico, and in the case of USAC, a certificate of good standing issued by the Delaware Secretary of State as of a recent date.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx releases in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.5(a)(ii) executed by Sellers (collectively, the "Sellers' Releases"); (iii) a noncompetition agreement in the form of Exhibit 2.5(a)(iii), executed by Xxxxxxxxxx (the "Consulting -------------- Noncompetition Agreement");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a consulting agreement in the form of Exhibit 2.5(a)(iv) executed by Xxxxxxxxxx ("Consulting Agreement"); (v) such assignments of options and assignments of warrants (collectively, the "Assignments of Other Interests") necessary to effect the assignment to Buyer of all of the Other Interests, each reasonably satisfactory in form and substance to Buyer and duly executed by the appropriate Seller or Sellers; and (vi) a certificate executed by Sellers and the Company each Seller representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) each of Sellers' such Seller's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is are 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 "Sellers' Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Certificate"Date in accordance with Section 5.5); (vvii) opinion(san escrow agreement (the "Escrow Agreement") of counselby and among Escrow Agent, dated the Closing DateBuyer and Xxxxxxxxxx, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtainedExhibit 2.5(a)(vii), including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyerexecuted by Xxxxxxxxxx; and (viviii) separate Non-Competition Agreements executed an environmental escrow agreement (the "Environmental Escrow Agreement") by Xxxxxxx X. Xxxxxand among Escrow Agent, Xx.Buyer and Xxxxxxxxxx, Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(bExhibit 2.5(a)(viii), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance executed by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated TransactionsXxxxxxxxxx. (b) Buyer will deliver to each Seller (or to such other Persons designated below):make the following payments on account of the Purchase Price: (i) such Sellerpay to Xxxxx Fargo Bank (the "Bank"), the amount which will pay in full and satisfy the Company's share outstanding indebtedness to the Bank as of the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet.Closing Date; (ii) any consulting fees or other compensation required transfer to be paid at Closing the Escrow Agent pursuant to the terms of the Consulting Agreement, Escrow Agreement the Nonsum of One Million Dollars ($1,000,000) (the "Escrowed Funds") pending final determination of the Adjustment Amount in accordance with Sections 2.6 and 2.7 below and transfer to the Escrow Agent pursuant to the Environmental Escrow Agreement the sum of One Million Three Hundred Seventy-Competition Agreements and/or the Employment Agreements;five Thousand Dollars ($1,375,000); and (iii) pay the Consulting AgreementSellers, in consideration for the Non-Competition Agreements Shares and the Employment AgreementsOther Interests, all executed an amount equal to $26,000,000 less the sum of the payments referred to in Sections 2.5(b)(i) and 2.5(b)(ii) and Exhibit 2.2, which will be allocated among the Sellers in accordance with Schedule 2.5(b)(iii) and will be paid by Buyer;]wire transfer to the Sellers (or to Xxxxxxxxxx on behalf of those Sellers which have authorized Xxxxxxxxxx to receive payments on their behalf) as specified on Schedule 2.5(b)(iii). (ivc) Buyer will deliver to Sellers: (i) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 Date; (ii) the Escrow Agreement, the Noncompetition Agreement, the Consulting Agreement and the Environmental Escrow Agreement, executed by Buyer; and (iii) releases in the form of Exhibit 2.5(c)(iii) executed by Buyer and the Acquired Companies (the "Buyer's Closing CertificateReleases"). (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers or the Company, as applicable, will Parascript shall deliver or cause to be delivered to BuyerParent and AHC: (i) certificates representing The employment agreement of Xxxxxxx Xxxx executed by Parent, AHC, Parascript and Xxxxxxx Xxxx on or prior to the Shares, duly endorsed (or accompanied by duly executed stock powers), date of filing with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm the SEC of the New York Stock Exchangedefinitive proxy statement and Registration Statement but which shall be effective only as of the Closing Date in the form to be mutually agreed upon by Parent, for transfer to BuyerAHC, Parascript and Xxxxxxx Xxxx (the “Xxxx Employment Agreement”); (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx noncompetition agreements in the form attached hereto as EXHIBIT 2.4(a) to be mutually agreed upon by the parties thereto and executed on or before the Closing Date by the Designated Parascript Members and Xxxxxxxxx Xxxxxxx (the "Consulting -------------- Agreement"“Noncompetition Agreements”);] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and the Exchange Agent Agreement in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (to be mutually agreed upon by the "Employment Agreements")parties thereto and executed on or before the Closing Date by Parascript and the Member Representative;] ----------- (iv) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or Parascript as to the then current Organizational Documents accuracy of the Company since the date of each of the Organizational Documents; and (B) each of Sellers' its representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate as of the Closing in accordance with Section 9.1, and as to its compliance with and performance in all material respects as of its covenants and obligations to be performed or complied with at or before the Closing Date as if made on the Closing Date (the "Sellers' Closing Certificate")in accordance with Section 9.2; (v) opinion(s) a certificate of counselthe Secretary of Parascript certifying, dated as complete and accurate as of the Closing Date, in and attaching all requisite resolutions or actions of Parascript’s Members or shareholders approving (A) the form execution and delivery of EXHIBIT 2.4(a)(v) this Agreement and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those the consummation of the State Contemplated Transactions, and (B) the incumbency and signatures of Missouri or its subdivisions or instrumentalities in form the officers of Parascript executing this Agreement and substance reasonably acceptable any other document relating to Buyer; andthe Contemplated Transactions; (vi) separate Non-Competition Agreements the Voting Agreement with Designated Parascript Members executed by Xxxxxxx X. XxxxxParascript, Xx.the Xxxx Family Limited Partnership, Xxxxxx X. XxxxxThe Xxxxxxxx Family Limited Partnership, the Pachikov Kondratieva Family LLC and X.X. Xxxxxxxx Parascript Management, Inc. and effective as of August 18, 2008 in the form attached hereto as EXHIBIT 2.4(a)(viExhibit 1; (vii) (the "Non-Competition Agreements")Voting Agreement with Designated AHC Stockholders executed by Parascript and effective as of August 18, 2008 in the form attached hereto as Exhibit 2; and (viiviii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with Proxy Agreement executed by the SellersDesignated Parascript Members, or (4) otherwise facilitating the consummation or performance of any of the Contemplated TransactionsParascript and Designated AHC Stockholders. (b) Buyer will Parent and AHC shall deliver to each Seller (or to such other Persons designated below):the Exchange Agent for the benefit of the former Members of Parascript: (i) such Seller's share of the Purchase Price as set forth Closing Cash Payment in instructions to be provided by Sellers together accordance with the Pro Forma Balance Sheet.Section 3.6.2(b)(iii); (ii) any consulting fees or other compensation required to be paid at the Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment AgreementsShares; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;]Note; and (iv) the Registration Rights Agreement. (c) Parent and AHC shall deliver to Parascript: (i) a certificate executed by Buyer AHC as to the effect that, except as otherwise stated in such certificate, each accuracy of Buyer's AHC’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 in accordance with Section 10.1 and as if made on the Closing Date (the "Buyer's Closing Certificate"). (v) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); AHC’s covenants and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required obligations to be performed or complied with by Buyerat or before the Closing in accordance with Section 10.2; (ii) a certificate of the Secretary of AHC certifying, as complete and accurate as of the Closing, and attaching all requisite resolutions or actions of AHC’s board of directors and stockholders, as applicable, approving (4A) otherwise facilitating the execution and delivery of this Agreement and the consummation of the Contemplated Transactions, (B) the AHC Name Change, (C) the incumbency and signatures of the officers of AHC executing this Agreement and any other document relating to the Contemplated Transactions and (D) accompanied by the requisite documents for amending the relevant Governing Documents of AHC required to effect the AHC Name Change in form sufficient for filing with the appropriate Governmental Body; (iii) evidence reasonably satisfactory to Parascript as to the formation of New Sub and the contribution of the Pattern Recognition Technology and the related assets thereto; (iv) the Exchange Agent Agreement executed by Parent and AHC; (v) the Registration Rights Agreement executed by Parent and AHC; (vi) the Voting Agreement with Designated Parascript Members executed by Parent and AHC; (vii) the Voting Agreement with Designated AHC Stockholders executed by Parent, AHC and certain directors and officers of AHC; and (viii) the Proxy Agreement executed by Parent and AHC. (d) Parascript shall assign to the Exchange Agent the ABK Note and the Xxxxxxxx Note, which notes shall be held by the Exchange Agent for the benefit of the Parascript Members pursuant to the Exchange Agent Agreement.

Closing Obligations. At the Closing:, (a) The Sellers or and the Company, as applicable, Company will deliver or cause to be delivered to the Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchangenotarized, for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx releases in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(ii) executed by Sellers (the collectively, "Consulting -------------- AgreementSellers' Releases");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and an employment agreement in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) of Exhibit 2.4(a)(iii)(A), executed by Willxxx X. Xxxxx, XXI, and an employment agreement in the form of Exhibit 2.4(a)(iii)(B), executed by Fred X. Xxxxxx (xxllectively, the "Employment Agreements");] ----------- (iv) a certificate separate lease agreements, each in the form of Exhibit 2.4(a)(iv), executed by Sellers and the Company representing and warranting Titan Partners with respect to Buyer that each Lease Property (A) there have been no material changescollectively, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 (the "Sellers' Closing CertificateLease Agreements");) and (v) opinion(sthe various opinions, certificates, instruments and other documents referred to in Article VII of this Agreement; (vi) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those certified copies of the State articles of Missouri or its subdivisions or instrumentalities in form incorporation and substance reasonably acceptable to Buyerby-laws of the Company; (vii) complete stock books, stock ledgers, minute books and corporate seals of the Company; and (viviii) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, resignations of such officers and X.X. Xxxxxxxx in directors (form their offices as such) of the form attached hereto Company as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactionsrequest. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers: (i) such Seller's share $4,500,000 (the "Cash Payment"), in immediately available funds by wire transfer to account of the Purchase Price as set forth Sellers, with a bank in instructions Charleston, West Virginia designated by the Sellers, by notice to be provided by Sellers together with the Pro Forma Balance Sheet.Buyer, not later than two (2) business days prior to the Closing Date; (ii) any consulting fees or other compensation required the following convertible promissory notes (in the form of Exhibit 2.4(b)(ii)) (each a "Promissory Note" and together, the "Promissory Notes") of NationsRent, Inc., a Delaware corporation and the parent corporation of the Buyer, which Promissory Notes will bear interest at the rate of 6.5% per annum (subject to a certain conversion period adjustment) and be paid at Closing pursuant subordinate to the terms of the Consulting AgreementSenior Indebtedness: (A) $387,096 Promissory Note payable to Willxxx X. Xxxxx, the Non-Competition Agreements and/or the Employment AgreementsXXI, (B) $241,935 Promissory Note payable to Byrox X. Xxxxx, (C) $193,549 Promissory Note payable to Kent X. Xxxxxxxx, (D) $193,549 Promissory Note payable to Robexx X. Xxxxxxxx, Xx., (E) $193,549 Promissory Note payable to Fred X. Xxxxxx, (F) $96,774 Promissory Note payable to Samuxx Xxxxxx, (G) $96,774 Promissory Note payable to Robexx Xxxers, and (H) $96,774 Promissory Note payable to Andrxx Xxxxxx; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate the Lease Agreements, executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate").; and (v) opinion(s) of counselthe various opinions, dated the Closing Datecertificates, in the form of EXHIBIT 2.4(b)(v); instruments and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy Article VIII of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactionsthis Agreement.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx releases in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(ii) executed by Sellers (the collectively, "Consulting -------------- AgreementSellers' Releases");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and employment agreements in the form attached hereto as EXHIBIT ------- of Exhibit 2.4(a)(iii) ), executed by Sellers (the collectively, "Employment Agreements");] ----------- (iv) confidentiality and nonsolicitation agreements in the form of Exhibit 2.4(a)(iv), executed by all of the non-shareholder employees of the Company (collectively, the "Nonsolicitation Agreements"); and (v) a certificate executed by Sellers and the Company Rowe representing and warranting axx xarranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date, Date in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in accordance with Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions5.5. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers: (i) such Sellerthe following amounts by bank cashier's share or certified check payable to the order of the Purchase Price as set forth in instructions Rowe, Romagnoli, Cassidy and Monica xxxxxxxively: One Milxxxx Xive Hundred Four Thousand, One Hundred Eighty-Six Dollars ($1,504,186) to be provided by Sellers together with the Pro Forma Balance SheetRowe; Twenty Nine Txxxxand Three Hundred Two Dollars ($29,302) to Romagnoli, Twenty Nxxx Xxxxxand Three Hundred Two Dollars ($29,302) to Cassidy; and Fifty-Xxxxx Xhousand Six Hundred Five Dollars ($58,605) to Monica. (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate").Date; (viii) opinion(sthe Employment Agreements, executed by Buyer; and (iv) of counsel, dated the Closing Date, a Lease Guaranty in the form of EXHIBIT 2.4(b)(vas attached hereto as Exhibit 2.4(b)(iv); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Sellers or the Companywill deliver, as applicable, will deliver or cause to be delivered delivered, to Buyer: (i) certificates the certificate(s) representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock ExchangeNational Association of Securities Dealers, Inc., for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx employment agreement in substantially the form attached of Exhibit 2.4(a)(ii) hereto as EXHIBIT 2.4(awith Xxxxx Xxxxxxx, an individual residing at, 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, NV 89014, and currently the Company’s Chief Operating Officer (“DG”) (the "Consulting -------------- ( “Employment Agreement"”), executed, by DG;] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx the consulting agreement in substantially the form of Exhibit 2.4(a)(iii) hereto with D& L Partnership, a Nevada General Partnership, the only partners of which are DF and Xxxx X. Xxxxxxx and LF (the “Consulting Agreement”); (iv) non-competition agreements in the form attached hereto as EXHIBIT ------- 2.4(a)(iiiof Exhibits 2.4(a)(iv) (DF) (LF), and (D&L) hereto, executed by each of the "Employment Sellers (collectively, the “Non-competition Agreements"”);] ----------- (ivv) an opinion of Xxxx Doechung Xxx, as counsel to Sellers and the Company, addressed to the Buyer in substantially the form of Exhibit 2.4 (v) hereto; (vi) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) each of Sellers' ’ and Company’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 (giving full effect to any supplements to the "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date, Date in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"accordance with Section 5.5); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below): (i) such Seller's share of the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate"). (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) the Consulting Agreements Escrow Agreement, executed by Xxxxx X. Xxxxxx in the form attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement")Sellers;] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and releases in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) of Exhibit D executed by Sellers (collectively, the "Employment Agreements"“Sellers’ Releases”);] ----------- (iv) a certificate employment agreements in the form of Exhibit E, executed by Sellers and (collectively, the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 (the "Sellers' Closing Certificate"“Employment Agreements”); (v) opinion(snoncompetition agreements in the form of Exhibit F, executed by Sellers (collectively, the “Noncompetition Agreements”); (vi) resignation letters from each of counselthe directors and officers of the Company, including Sellers, Xxxxx and Xxxxxxx; (vii) an opinion of Blank Rome LLP, counsel to Sellers, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vExhibit G; (viii) the Xxxxx Note, executed by the Company and an additional opinion Xxxxx, and the Xxxxxxx Note, executed by the Company and Xxxxxxx; (ix) [Intentionally Omitted]; (x) the Zaumeyer Release, executed by Zaumeyer; (xi) the Landlord Consent, executed by the Landlord; (xii) a copy of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those the Company’s Articles of Incorporation certified as of a recent date by the Secretary of State of the State of Missouri Florida; (xiii) a certificate of good standing of the Company issued as of a recent date by the Secretary of State of the State of Florida; (xiv) a certificate of the secretary or its subdivisions or instrumentalities an assistant secretary of the Company dated the Closing Date, in form and substance reasonably acceptable satisfactory to Buyer, as to (i) the lack of amendments to the Articles of Incorporation of the Company since the date of the certificate referred to in Section 2.4(a)(xii) above; and (ii) the bylaws of the Company; (xv) the certificate contemplated by Section 7.3, executed by each Seller; (xvi) a spousal consent from the spouse of each Seller, as applicable; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (viixvii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2i) evidencing the accuracy of any of Sellers' ’ representations and warranties, (3ii) evidencing the performance by Sellers any Seller of, or the compliance by Sellers any Seller with, any covenant or obligation required to be performed or complied with by such Seller, (iii) evidencing the Sellerssatisfaction of any condition referred to in Section 7, or (4iv) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers: (i) such Seller's share of the Purchase Price Closing Cash Amount, payable to Sellers as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet.Section 2.2(a)(i); (ii) any consulting fees or other compensation required to be paid at certificates representing the Buyer Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment AgreementsShares; (iii) the Consulting Escrow Agreement, executed by Buyer; (iv) the Non-Competition Agreements and Promissory Notes, executed by Buyer; (v) the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate"). (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) the Noncompetition Agreements, executed by Buyer; (vii) the certificate contemplated by Section 8.3, executed by a duly authorized officer of Buyer; and (viii) such other documents as Sellers may reasonably request for the purpose of (1i) enabling its their counsel to provide the opinion referred to in Section 2.4(a2.4(a)(vii), (2ii) evidencing the accuracy of any representation or warranty of Buyer, (3iii) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, (iv) evidencing the satisfaction of any condition referred to in Section 8, or (4v) otherwise facilitating the consummation of any of the Contemplated Transactions.

Closing Obligations. At the Subject to Section 2.3A, at Closing: (a) Sellers or Company and the Company, as applicable, Stockholders will deliver or cause to be delivered to Buyer: (i) one or more certificates representing the Shares, duly endorsed (or indemnities in the agreed upon form in respect of lost certificates) representing 100% of the issued and outstanding capital stock of the Company on a fully diluted basis, accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer forms to Buyer; (ii) written resignations in the Consulting Agreements agreed terms executed by Xxxxx X. Xxxxxx the officers and directors of Group identified in sub-Sections (xi) and (c) below, effective as of the form attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement")Closing Date;] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx written resignations executed by the external auditors of Company, effective as of the Closing Date, to the extent permissible under applicable laws and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements")regulations;] ----------- (iv) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications all corporate seals of or Group to the then current Organizational Documents extent not in the possession of the Company since the date of each of the Organizational Documents; and (B) 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 (the "Sellers' Closing Certificate")Group; (v) opinion(s) the Deed of counsel, dated Release duly executed by the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyerparties thereto; and (vi) separate Non-Competition Agreements the Escrow Agreement duly executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); andStockholders; (vii) the US Reorganization Documents duly executed by the parties thereto; (viii) a true and complete copy of each of the Insurance Policies; (ix) forms to amend the mandates given to the relevant banks and other financial institutions in such other documents manner as Buyer may reasonably request for the purpose of shall direct (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required such instructions to be performed or complied with by given to the SellersCompany at least ten (10) Business Days prior to Closing); (x) the Sellers shall procure that a board meeting of Company is held on the Closing Date at which: (A) Xxxxx Xxxxxxxxx, or Xxxxx Xxxx, Xxxxxxx Xxxxxx and Xxxxxxx Xxxxx are appointed as directors of Company and Xxxxxxx Xxxxxx is appointed secretary of Company; (4B) otherwise facilitating the consummation or performance resignations of any Xxxxxxx Xxxxxx, Xxxxx Gradden, Xxxxxxxxx Xxxx, Liam Strong, Xxxxx Xxxxxxx as directors of Company and Xxx Xxxxxx as secretary of Company are accepted; (C) the resignation of the Contemplated Transactions.external auditors of the Company is accepted, to the extent permissible under applicable laws and regulations; (D) the stock transfers are (subject only to their being duly stamped) approved for registration; (b) Buyer will deliver to the Sellers shall procure that a board meeting of each Seller (or to such other Persons designated below):of the Subsidiaries is held on the Closing Date at which: (i) the persons nominated by the Buyer in writing are appointed as directors and secretary (as applicable) provided such Seller's share of details are notified to the Purchase Price as set forth in instructions Institutional Stockholder at least 10 Business Days prior to be provided by Sellers together with the Pro Forma Balance Sheet.Closing; (ii) any consulting fees or other compensation required to be paid at Closing pursuant the resignations of the persons notified by the Buyer are accepted provided such details are notified to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment AgreementsInstitutional Stockholder at least 10 Business Days prior to Closing; (iii) the Consulting Agreementresignation of the external auditors is accepted, to the Non-Competition Agreements extent permissible under applicable laws and the Employment Agreements, all executed by Buyerregulations;] (iv) a certificate executed by Buyer the registered office is changed to the effect that0-0 Xxx Xxxxx, except as otherwise stated in such certificateXxxxxx, each of Buyer'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 (the "Buyer's Closing Certificate").Xxxxxxxxx XX0 0XX XX; and (v) opinion(sall existing bank and other mandates are revoked/modified and such new mandates are issued as the Buyer may direct (such instructions to be given at least ten (10) of counsel, dated Business Days prior to Closing); (c) On the Closing Date, Buyer will upon the receipt of all of the certificates (or indemnities for lost certificates in the form agreed form) representing 100% of EXHIBIT 2.4(b)(vthe issued and outstanding shares of the capital stock of the Company on a fully diluted basis: (i) execute the Escrow Agreement; (ii) pay the Closing Cash Proceeds (less the Escrow Amount), by wire transfer in cleared funds to the Stockholders' Solicitors Account; (iii) procure the execution of the Escrow Agreement by the Escrow Agent and upon receipt of the Escrow Agreement executed by the Stockholders, pay the Escrow Amount by wire transfer in cleared funds into the Escrow Account; (iv) procure that the Company shall pay the following amounts by wire transfer in cleared funds to the Stockholders' Solicitors' Account; (a) the Loan Notes Redemption Amount to use solely to discharge in full the Loan Notes; and ----------------- (vib) such other documents as Sellers may reasonably request for upon receipt by the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation Company of the Contemplated TransactionsDeed of Release, the Facility Repayment Amount to use solely to discharge in full the Burdale Facility.

Closing Obligations. At the Closing: (a) Sellers or the CompanySellers, as applicableRay, will Xxx XXX, Michxxx, xxd Brucx xxxl deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, ) for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx releases in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(ii) executed by Sellers, Ray, Xxx XXX, Michxxx, xxd Brucx (xxllectively, "Sellers Releases"); (iii) a consulting agreement in the form of Exhibit 2.4(a)(iii) (the "Consulting -------------- 11 Agreement"), executed by Ray;] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a lease agreement in the form of Exhibit 2.4(a)(iv), executed by the owner(s) thereof with respect to each of the properties, and on the terms, described in Schedule 2.4(a)(iv) (collectively, the "Leases"); (v) a certificate executed by Sellers and the Company representing Sellers, Ray, Xxx XXX, Michxxx, xxd Brucx xxxresenting and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) each of Sellers' representations and warranties in of Sellers, Ray, Xxx XXX, Michxxx, and Brucx xx this Agreement (as supplemented pursuant to Section 5.5) 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 "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated Disclosure Schedule that were delivered by Sellers to Buyer prior to the Closing Date, Date in accordance with Section 5.5 and the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed transactions contemplated by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"Section 5.2 hereof); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers, Ray, Xxx XXX, Michxxx, xxd Brucx: (i) such Seller's share of the Purchase Price as set forth in instructions $31,500,000 by wire transfer to be provided an account specified by Sellers together with the Pro Forma Balance Sheet.Sellers; (ii) any consulting fees a convertible promissory note subordinated to the Senior Indebtedness payable to Sellers in the principal amount of $10,000,000.00 in the form of Exhibit 2.4(b)(ii), executed by Buyer; (iii) a registration rights agreement in the form of Exhibit 2.4(b)(iv), executed by Buyer; (iv) a warrant agreement in the form of Exhibit 2.4(b)(v), executed by Buyer; (v) an Employment Agreement with Lloyx Xxxxx xx the form of Exhibit 2.4(c), executed by Buyer (subject to Mr. Xxxxx'x xxxsent to the terms and conditions thereof) (such Employment Agreement and the Ratexxxx Xxxloyment Agreement (if applicable pursuant to Section 2.4(b)(vi) below) are referred to herein together as the "Employment Agreement)"; (vi) an Employment Agreement with Charxxx X. Xxxxxxxx xx the form of Exhibit 2.4(b)(vi) hereto, executed by Buyer; provided, however, that in the event that Mr. Xxxxxxxx xxxuses to execute and deliver to Buyer such an agreement on or other compensation required to be paid at before the Closing, Buyer, in lieu of executing and delivering said agreement, shall after the Closing pay Mr. Xxxxxxxx $0,500,000 in accordance with and pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment AgreementsSection 3.3 of said form of agreement in full satisfaction of Buyer's obligations under this Section 2.4(b)(vi); (iiivii) the Consulting AgreementLeases, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;]; and 12 (ivviii) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, that each of Buyer'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 (the "Buyer's Closing Certificate")Date. (vc) opinion(s) of counsel, dated the Closing Date, The parties mutally agree to encourage Lloyx Xxxxx xx execute and deliver an employment agreement in the form of EXHIBIT 2.4(b)(vExhibit 2.4(c); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers or the Company, as applicable, will Parascript shall deliver or cause to be delivered to BuyerMitek: (i) certificates representing the Shares, duly endorsed agreement attached hereto as Exhibit 2.10(a)(i)(A) and (or accompanied by duly executed stock powersB), with signatures executed on the date hereof but effective only as of Sellers in attendance at the Closing notarized at ClosingDate, by Jxxx Xxxx and Axxxxxxxx Xxxxxxx, respectively, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to BuyerMitek; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx noncompetition agreements in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.10(a)(ii), executed by the Persons identified on Exhibit 2.10(a)(ii) (the "Consulting -------------- Agreement"“Noncompetition Agreements”);] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and an escrow agreement substantially in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) of Exhibit 2.10(a)(iii), executed by Parascript and the escrow agent (the "Employment Agreements"“Escrow Agreement”);] ----------- (iv) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or Parascript as to the then current Organizational Documents accuracy of the Company since the date of each of the Organizational Documents; and (B) each of Sellers' its representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate as of the Closing in accordance with Section 9.1 and as to its compliance with and performance in all material respects as of its covenants and obligations to be performed or complied with at or before the Closing Date as if made on the Closing Date (the "Sellers' Closing Certificate")in accordance with Section 9.2; (v) opinion(s) a certificate of counselthe Secretary of Parascript certifying, dated as complete and accurate as of the Closing Date, in and attaching all requisite resolutions or actions of Parascript’s Members or shareholders approving (A) the form execution and delivery of EXHIBIT 2.4(a)(v) this Agreement and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those the consummation of the State Contemplated Transactions, and (B) the incumbency and signatures of Missouri or its subdivisions or instrumentalities in form the officers of Parascript executing this Agreement and substance reasonably acceptable any other document relating to Buyer; andthe Contemplated Transactions; (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, a Services Agreement between AIS and X.X. Xxxxxxxx Mitek substantially in the form attached hereto as EXHIBIT 2.4(a)(viExhibit 2.10(a)(vi) (the "Non-Competition Agreements"“Services Agreement”) whereby Mitek will provide certain business support services to AIS; (vii) a Voting Agreement executed by the Kxxx Family Limited Partnership, the Pxxxxxxx Family Limited Partnership and the Pachikov Limited Partnership and effective as of the date hereof in the form attached hereto as Exhibit 2.10(a)(vii) (the “Voting Agreement”); and (viiviii) such other documents evidence of AIS Holdings undertaking and assumption of the Retained Liabilities (the “Assumption Agreement”) in the form attached hereto as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(bExhibit 2.10(a)(viii), (2) evidencing the accuracy of any of Sellers' representations executed by Parascript and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated TransactionsAIS Holdings. (b) Buyer will Mitek shall deliver to each Seller (or to such other Persons designated below):Parascript: (i) such Seller's share of the Purchase Price as set forth Merger Consideration in instructions to be provided by Sellers together accordance with the Pro Forma Balance Sheet.Section 2.6(c); (ii) any consulting fees or other compensation required the Escrow Agreement executed by Mitek and the escrow agent, together with the delivery of the Escrow Shares to be paid at Closing the escrow agent and established pursuant to the terms of Escrow Agreement thereunder (the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements“Escrow Account”); (iii) the Consulting Agreementemployment agreements attached hereto as Exhibit 2.10(a)(i)(C) and (D) executed on the date hereof but effective only as of the Closing Date by Jxxxx XxXxxxx and Txxxxxx Xxxxxxxxxxxx, the Non-Competition Agreements respectively, and the Employment Agreements, all executed by BuyerMitek;] (iv) to Parascript a certificate executed by Buyer Mitek as to the effect that, except as otherwise stated in such certificate, each accuracy of Buyer's Mitek’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 in accordance with Section 10.1 and as if made on the Closing Date (the "Buyer's Closing Certificate"). (v) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); Mitek’s covenants and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required obligations to be performed or complied with by Buyerat or before the Closing in accordance with Section 10.2; (v) to Parascript a certificate of the Secretary of Mitek certifying, as complete and accurate as of the Closing, and attaching all requisite resolutions or actions of Mitek’s board of directors and stockholders, as applicable, approving (4A) otherwise facilitating the execution and delivery of this Agreement and the consummation of the Contemplated Transactions, (B) the Mitek Name Change, (C) the incumbency and signatures of the officers of Mitek executing this Agreement and any other document relating to the Contemplated Transactions and (D) accompanied by the requisite documents for amending the relevant Governing Documents of Mitek required to effect the Mitek Name Change in form sufficient for filing with the appropriate Governmental Body; and (vi) the Services Agreement signed by Mitek.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx releases in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(ii) executed by Sellers (the collectively, "Consulting -------------- Seller's Releases"); (iii) an employment agreement executed by Xxxxxx X. Xxxxxxx ("Employment Agreement");] (iiiiv) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and noncompetition agreements in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Employment Noncompetition Agreements");] -----------; and (ivv) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date, Date in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"accordance with Section 5.5); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers: (i) such Seller's 433,333 share certificates in the form of Rule 144 of the Purchase Price as set forth in instructions to Securities Act stock of Buyer, which stock shall be provided by Sellers together registered with the Pro Forma Balance Sheet.Security Exchange Commission pursuant to Section 4.6 hereof ("Registered Stock"), and distributed amongst the Sellers; (ii) any consulting fees or other compensation required share certificates in the form of Rule 144 of the Securities Act stock of Buyer equal to the balance of the Purchase Price, with such Section 144 stock being valued at $15.00 per share ("Rule 144 Stock"), to be paid at Closing pursuant held by the escrow agent referred to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreementsin Section 2.4(c); (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 Date; and (iv) the "Employment Agreement, executed by Buyer's Closing Certificate"). (vc) opinion(s) of counsel, dated the Closing Date, Buyer and Sellers will enter into an escrow agreement in the form of EXHIBIT 2.4(b)(v); and ----------------- Exhibit 2.4(c) (vithe "Escrow Agreement") such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated TransactionsXxxxx X. Xxxxxx.

Closing Obligations. At the Closing: (a) Sellers or the Companywill deliver, as applicable, will deliver or cause to be delivered delivered, to Buyer: (i) certificates the certificate(s) representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock ExchangeNational Association of Securities Dealers, Inc., for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx employment agreement in substantially the form attached of Exhibit 2.4(a)(ii) hereto as EXHIBIT 2.4(awith David Gravatt, an individual residing at, 2128 Rockroxx Xxxxxx, Xenderson, NV 89014, and currently the Xxxxxxx'x Xxxxx Xxxxxxxxx Xxxxxxx ("DG") ( "Employment Agreement"), executed, by DG; (iii) the consulting agreement in substantially the form of Exhibit 2.4(a)(iii) hereto with D& L Partnership, a Nevada General Partnership, the only partners of which are DF and LF (the "Consulting -------------- Agreement");] (iiiiv) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and non-competition agreements in the form attached hereto as EXHIBIT ------- 2.4(a)(iiiof Exhibits 2.4(a)(iv) (DF) and (LF) hereto, executed by each of the Sellers (collectively, the "Employment Non-competition Agreements");] ----------- (ivv) an opinion of John Doechung Lee, as counsel to Sellers and the Companx, xddressed to xxx Buyer in substantially the form of Exhibit 2.4 (v) hereto; and (vi) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) each of Sellers' and Company'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 (giving full effect to any supplements to the "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date, Date in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"accordance with Section 5.5); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver deliver, or cause to each Seller (or be delivered, to such other Persons designated below):Sellers: (i) such Seller's share of the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet.First Installment; (ii) any consulting fees or other compensation required promissory notes payable to be paid at Closing pursuant to DF and LF in the terms respective principal amounts of $2,900,000, in the Consulting Agreementform of Exhibits 2.4(b) hereto (collectively, the Non-Competition Agreements and/or "Promissory Notes"), evidencing the Employment AgreementsFirst Installment, the Second Installment and the Third Installment; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 Date; and (iv) the guaranty of the Company and Sibling Entertainment Group, Inc. in substantially the form of Exhibit 2.4(b) (iv) (the "Buyer's Closing CertificateCompany Guaranty"). (v) opinion(s) of counsel, dated hereto duly executed by the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.Company;

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx releases in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(ii) executed by Sellers (the collectively, "Consulting -------------- AgreementSellers' Releases");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and employment agreements in the form attached hereto as EXHIBIT ------- of Exhibit 2.4(a)(iii) ), executed by Xxxxx Xxxxxxxxx, Xxx Xxxxxxxxx, Xxxx Xxxx and Will Xxxxxxxxx (the collectively, "Employment Agreements");] ----------- (iv) investment letters in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Investment Letters"); and (v) a certificate executed by Sellers and the Company Sellers, excluding Xxx Xxxxx, representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date, Date in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyeraccordance with Section 6.5); and (vi) separate Non-Competition Loan Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT of Exhibit 2.4(a)(vi) ), executed by the Company (the "Non-Competition Loan Agreements"); and (vii) such other documents as Buyer may reasonably request for a shareholder's agreement in the purpose form of (1Exhibit 2.4(a)(vii) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance executed by Sellers of, or (the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions."Shareholders' Agreement"); and (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers: (i) such Seller's share of certificates representing the Purchase Price as set forth in instructions to be provided by price, which Buyer and Sellers together with the Pro Forma Balance Sheet.mutually agree that for purposes of this Agreement shall represent a value of $1,000,000; (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms Loan Agreement evidencing a line of credit for the Consulting Agreement, the Non-Competition Agreements and/or the Employment AgreementsCompany in an amount of not less than $358,000 executed by Lender; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 Date; (iv) the "Buyer's Closing Certificate").Employment Agreements, executed by the Company; and (v) opinion(sthe Shareholders' Agreement executed by Buyer; and (vi) of counsel, dated the Closing Date, Option Agreements in the form of EXHIBIT 2.4(b)(v); and ----------------- Exhibit 2.4(b)(vi) executed by Buyer (vithe "Option Agreement") such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel granting Sellers, collectively an option to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty purchase 150,000 shares of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions's common stock.

Closing Obligations. At the Closing:: ------------------- (a) Sellers or the Company, as applicable, The Stockholders will deliver or cause to be delivered to BuyerWMT: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to BuyerWMT; (ii) an employment agreement in substantially the Consulting Agreements form of Exhibit C-1 attached hereto, executed by Carlton Xxxxxx Xxxxxxx XX, and, if such are executed by Xxxxx X. Xxxxxx Xxxxxxx, Xxxxx X. Xxxxx and Xxxxxxx X. X. Xxxxxx, employment agreements in substantially the form forms of Exhibits C-2, C-3 and C-4, respectively attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (collectively, the "Employment Agreements");] ----------- (iii) noncompetition agreements in substantially the forms of Exhibits D and E attached hereto, executed by Stockholder 1 and XXX with respect to Exhibit D, and Stockholder 2 with respect to Exhibit E (collectively, the "Noncompetition Agreements"); (iv) the XXX Agreement in substantially the form of Exhibit F attached hereto, executed by XXX (the "XXX Agreement"); (v) the Registration Rights Agreement, in substantially the form of Exhibit G attached hereto, executed by Stockholder 2 (the "Registration Rights Agreement"); and (vi) a certificate executed by Sellers and the Company and by each of the Stockholders representing and warranting to Buyer that (A) there have been no material changesWMT that, amendments or modifications of or to the then current Organizational Documents of the Company since the date of except as otherwise stated in such certificate, each of the Organizational Documents; Company's and (B) each of Sellersthe Stockholders' 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 Date; and (b) WMT will deliver to the "Sellers' Closing Certificate"Stockholders: (i) the Estimated Cash Payment as provided in Section 2.2(b); (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below): (i) such Seller's share of the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required a certificate representing the 510,714 WMT Shares to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment AgreementsStockholder 2; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer WMT to the Stockholders to the effect that, except as otherwise stated in such certificate, each of BuyerWMT'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 Date; (iv) the "Buyer's Closing Certificate").Employment Agreements, executed by WMT; (v) opinion(s) of counselthe XXX Agreement, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and -----------------executed by WMT; (vi) such other documents as Sellers may reasonably request for the purpose of Registration Rights Agreement, executed by WMT; and (1vii) enabling its counsel to provide the opinion referred to in Section 2.4(a)Noncompetition Agreements, (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance executed by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated TransactionsWMT.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Purchase Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for any transfer to Buyer;stamps offered thereto. (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx employment agreements in the form attached hereto as EXHIBIT 2.4(a) of Exhibit 2.5(a)(ii), executed by Robxxx X. Xxxxxxx xxd Marx X. Xxxxxx (the xollectively, "Consulting -------------- AgreementEMPLOYMENT AGREEMENTS");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and noncompetition agreements in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) of Exhibit 2.5(a)(iii), executed by Robxxx X. Xxxxxxx, Xarx X. Xxxxxx, xhe Robxxx X. Xxxxxxx Xxust, the Marx X. Xxxxxx Xxust, and Terxx X. Xxxxxxx (collectively, the "Employment AgreementsNONCOMPETITION AGREEMENTS");] ----------- (iv) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 "Sellers' Schedules that shall have been delivered by Sellers to Buyer prior to the Closing Certificate")Date in accordance with Section 5.5) and identifying any Breaches of the representations and warranties (without giving effect to any such supplements) that would cause the conditions set forth in Section 7.1 not to be satisfied; (v) opinion(sa certificate of good standing of each Acquired Company from its state of incorporation, and each jurisdiction in which such Acquired Company is qualified to do business, issued no earlier than thirty (30) days prior to Closing; (vi) resignations of counselall members of the Board of Directors of each Acquired Company; (vii) an agreement in the form of Exhibit 2.5(a)(vii) (the "TERMINATION AGREEMENT") terminating: (A) the Agreement dated July 19, 1994 by and among certain of the Sellers and the Company, and (B) the Voting Trust Agreement dated October 9, 1996 by and among certain of the Sellers; (viii) the Escrow Agreement and Additional Payment Escrow Agreement, duly executed by the Sellers; (ix) signature cards or other documentation in form and substance satisfactory to Buyer, necessary to transfer the signing authority for each Acquired Company's bank accounts to Representatives of Buyer; (x) an opinion of counsel for Sellers, dated the Closing Date, in the a form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vixi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated TransactionsTransaction Expenses Statement. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers: (i) such Seller's share of the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, that each of Buyer'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 Date; (ii) the "Employment Agreements, duly executed by Buyer's Closing Certificate").; (iii) the Escrow Agreement and the Additional Payment Escrow Agreement, duly executed by Buyer; (iv) the Noncompetition Agreements, duly executed by Buyer; (v) opinion(scertificates evidencing the shares of AdvancePCS stock to be issued to Sellers pursuant to Section 2.2; and (vi) an opinion of counselcounsel for Buyer, dated the Closing Date, in the a form of EXHIBIT 2.4(b)(v); and -----------------reasonably acceptable to Sellers. (vic) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide Acquired Companies shall pay in full the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation amount of the Contemplated TransactionsAcquired Companies' Transaction Expenses as set forth in the Transaction Expenses Statement.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, The Shareholder will deliver or cause to be delivered to BuyerTGI: (i) certificates representing the Sharesher shares of Company Common Stock, duly endorsed for transfer to TGI (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) releases and resignations from the Consulting Agreements officers and directors of the Company duly executed by Xxxxx X. Xxxxxx such parties; (iii) a noncompetition agreement in the form attached hereto as EXHIBIT 2.4(a) of Exhibit "B," executed by the Shareholder (the "Consulting -------------- Noncompetition Agreement");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a certificate an escrow agreement in the form of Exhibit "C," executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 Shareholder (the "Sellers' Closing CertificateEscrow Agreement"); (v) opinion(s) a subscription agreement for the shares of counsel, dated TGI Common Stock to be issued in the Closing Date, Merger in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of Exhibit "D" (the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and"Subscription Agreement"); (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx a promissory note in the amount of $300,000 in the form attached hereto as EXHIBIT 2.4(a)(vi) of Exhibit "E," executed by the Shareholder, guaranteed by Xxxxxx X. Xxxxxxx, and secured by a pledge of TGI Common Stock, issued to the Shareholder in connection herewith (the "Non-Competition AgreementsShareholder's Promissory Note")) in consideration of a loan by TGI to the Shareholder in the amount of $300,000; and (vii) such other documents as Buyer may reasonably request for an unconditional guarantee (the purpose "Guarantee") of (1) enabling its counsel the $200,000 Promissory Note of Xxxxxx X. Xxxxxxx to provide the opinion referred to TGI in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required a form to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactionsagreed upon. (b) Buyer TGI will deliver to each Seller (or to such other Persons designated below): (i) such Seller's the Shareholder a share certificate representing the TGI Common Stock issued in the Merger in the name of the Purchase Price as set forth in instructions to be provided by Sellers together with Shareholder, and the Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms face amount of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated Shareholder's Promissory Note in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate")cash. (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) the Sellers or the Company, as applicable, will deliver or cause to be delivered to the Buyer: (i) share certificates representing in respect of all the SharesShares or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), duly endorsed (or accompanied by together with duly executed stock powers), with signatures of Sellers and delivered Stock Transfer Forms in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm favour of the New York Stock Exchange, for transfer Buyer in a form acceptable to the Buyer; (ii) statements of all the Consulting Agreements executed by Xxxxx X. Xxxxxx in bank accounts of the form attached hereto Company, showing their balances as EXHIBIT 2.4(aat a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the "Consulting -------------- Agreement"cheques book(s);] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and powers of attorney in a form acceptable to the Buyer, duly executed by each Seller appointing the Buyer as their attorney to exercise all rights in respect of their Shares pending registration of the transfer of their Shares in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements")Company’s register of members;] ----------- (iv) service agreements, each in a certificate form acceptable to the Buyer, duly executed and delivered by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of by each of the Organizational Documents; following persons: Xxxxxx XxXxxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxx and (B) 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 (the "Sellers' Closing Certificate")Xxx Xxxxxxx; (v) opinion(semployment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: Xxxxx Xxxxxx, Xxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxx and Xxx Xxxxxxx; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of counselthe Sellers; (vii) the Disclosure Letter, dated duly signed by the Closing Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the form Buyer; (A) all instruments or documents necessary to change the names of EXHIBIT 2.4(a)(vthe individuals who have access to or are authorised in respect of all bank accounts, other accounts, certificates of deposits, marketable securities, other investments (including Bank Mandate Forms), safe deposit boxes, lock boxes and safes of the Company, if any, (B) to the extent not at the Company premises all keys and combinations to all locks (including building, room, and file cabinet locks) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtainedsafe deposit boxes, including without limitation those lock boxes and safes of the State Company, if any, (C) to the extent not at the Company premises all vehicle keys and registration documents, and (D) any filing codes in respect of Missouri online filing made by the Company with the Registrar of Companies or its subdivisions or instrumentalities any other Governmental Body; (x) a copy of the resolutions duly adopted by the board of directors of the Company authorising the transfer of the Shares in form accordance with this Agreement, the resignation of the current directors of the Company and substance reasonably acceptable the Company Secretary and the appointment of Xxxxx Xxxxxx as a director and the Company Secretary and Xxxxxx Xxxxx as a director; (xi) the statutory and non-statutory registers and books of the Company (including the minute books, register of members and registers of allotments and transfers) in each case duly written up to BuyerClosing and the Company’s seal, if any; and (vixii) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxxevidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto each case as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated TransactionsClosing Date. (b) the Sellers shall pay or shall procure that there shall be paid the amount required to satisfy all of the Indebtedness. (c) the Buyer will deliver to each Seller (or to such other Persons designated below):deliver: (i) such Seller's share Payment by telegraphic transfer by same day payment in immediately available funds of the following amounts: (i) One Million and Eighty Thousand pounds (£1,080,000) to the Escrow Account (such amount to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the sum of US$11,812,500 and £600,000 to the Sellers’ Solicitors’ Client Account (and such payment shall constitute valid discharge of the Buyer’s obligations to pay such sums). The payment of the sums in (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price as set forth in instructions pursuant to be provided by Sellers together with the Pro Forma Balance Sheet.Section 2.2; (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting AgreementSellers, the Non-Competition Agreements and/or Escrow Account Instruction Letter, duly executed and delivered by the Employment AgreementsBuyer; (iii) the Consulting AgreementDisclosure Letter, duly signed by the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate")acknowledge receipt. (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At or prior to the Closing: (a) Sellers or the Company, as applicable, Seller will deliver or cause to be delivered to Buyer: (i) certificates a certificate representing the SharesMembership Interests, duly endorsed (or accompanied by a duly executed stock powerspower), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to BuyerBuyer free and clear of all Encumbrances; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx a release in the form attached hereto as EXHIBIT 2.4(aof Exhibit 1.4(a)(ii) executed by Seller, TFS Holdings and each Shareholder (the "Consulting -------------- Agreement"collectively, “Seller’s Release”);] (iii) separate Employment Agreements a consulting services agreement (the “Consulting Agreement”) executed by Xxxxxxx Xxxxx which shall have a term of two years and shall provide for Xxxxx X. Xxxxxxx an annual fee of $100,000, payable monthly; and Xxxx X. Xxxxxxx a transition services agreement between the Seller and the Company pursuant to which the Company will provide agreed upon accounting and other administrative services for the Seller for a defined term (the “Transition Services Agreement”), the forms of which are attached hereto as composite Exhibit 1.4(a)(iii); (iv) noncompetition agreements in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) of Exhibit 1.4(a)(iv), executed by Seller, TFS Holdings and each Shareholder (collectively, the "Employment “Noncompetition Agreements"”);] ----------- (ivv) a certificate executed by Sellers Seller, TFS Holdings and the Company Shareholders representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of Seller’s, TFS Holdings’ and the Organizational Documents; and (B) each of Sellers' Shareholders’ 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 "Sellers' Disclosure Letter that were delivered by Seller to Buyer and accepted by Buyer prior to the Closing Certificate"Date in accordance with Section 5.4); (vvi) opinion(s) of counsel, dated a lease and option to purchase and sell the Closing Date, Indiantown Property in the form of EXHIBIT 2.4(a)(vExhibit 5.12 (the “Indiantown Lease”) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, Seller and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements")Company; and (vii) such other documents as Buyer may reasonably request the Composting Agreement in the form of Exhibit 1.4(a)(vii) pursuant to which the Company agrees to dispose of the chicken manure generated at the Indiantown Property for the purpose of (1) enabling its counsel to provide three-year period following the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated TransactionsClosing Date. (b) Buyer will deliver to each Seller (or to such other Persons designated below):deliver: (i) such Seller's share of To the Purchase Price Escrow Agent (as set forth in instructions to be provided defined below) on November 28, 2008, by Sellers together with the Pro Forma Balance Sheet.wire transfer $60,672,000; and (ii) any consulting fees or other compensation required to be paid at Closing pursuant to To the terms of the Consulting AgreementSeller, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's ’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 (the "Buyer's Closing Certificate")Date. (vc) opinion(sBuyer and Seller will enter into an escrow agreement in the form of Exhibit 1.4(c) of counsel(the “Escrow Agreement”) with SunTrust Banks, dated Inc. (the “Escrow Agent”) which shall provide for the following: (i) The Escrow Agent shall, on the Closing Date, release $51,972,000 of the escrowed funds to the Seller, less the Seller’s portion of the prorated items described in Section 1.9, by wire transfer to the form account specified in Part 1.4(b)(i) of EXHIBIT 2.4(b)(v); the Disclosure Letter. The Escrow Agent shall retain $1,000,000 to be held in escrow for the benefit of the Buyer as set forth in Section 1.4(c)(iii) below and -----------------if the Buyer is entitled to receive any of the amount prorated in accordance with Section 1.9 of this Agreement, then such funds shall be released to the Buyer. The Escrow Agent shall also retain $2,000,000 to be held in escrow until Seller has conveyed good title to the Indiantown Property, by general warranty deed, to the Company, free and clear of all Encumbrances, and $5,700,000 to be held in escrow until those certain bonds issued by the Xxxxxx County Industrial Development Board have been fully paid and retired and the mortgage(s) on the Indiantown Property and Seller’s Indiantown Property are released and satisfied in full. (viii) such other documents The escrowed funds shall be deposited in an interest bearing account and the interest earned thereon shall enure to the benefit of the Buyer until 12:00 midnight on the Inventory Date, and thereafter shall enure to the benefit of the Seller. (iii) The Escrow Agent will retain $1,000,000 in escrow as Sellers may reasonably request security for the purpose purchase price adjustment described in Sections 1.5 and 1.6 below, the proration of (1) enabling its counsel to provide the opinion referred to items described in Section 2.4(a)1.9, (2) evidencing as well as Seller’s indemnity obligations in this Agreement, to terminate on the accuracy of any representation or warranty of Buyer, (3) evidencing date 18 months after the performance by Buyer of, or Closing Date in accordance with the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation terms of the Contemplated TransactionsEscrow Agreement. (iv) The Escrow Agent will retain $2,000,000 in escrow as security for the Seller’s obligations under Section 5.12 to convey good title to the Indiantown Property to the Company in accordance with the terms of the Escrow Agreement.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers or the Company, as applicable, will Seller shall deliver or cause to be delivered to Buyer: (i) stock certificates representing the Shares, duly dully endorsed (in blank or accompanied by duly executed stock powers)powers in proper form for transfer, with signatures of Sellers in attendance at Closing notarized at Closingappropriate transfer tax stamps, and signatures of Sellers not in attendance guaranteed by a commercial bank if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or by a member firm of the New York Stock Exchange, for transfer to Buyerrecording thereof; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx a lock-up agreement in the form attached hereto as EXHIBIT 2.4(a) of Exhibit 2.5(a)(ii), duly executed by Seller (the "Consulting -------------- “Lock-up Agreement"”);] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and an employment agreement in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the "“Xxxxxx Xxxxxx Employment Agreements"Agreement”);] ----------- (iv) an employment agreement in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly executed by Xxxx Xxxx (the “Xxxx Xxxx Employment Agreement”); (v) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement” and together with the Xxxxxx Xxxxxx Employment Agreement and Xxxx Xxxx Employment Agreement, the “Employment Agreements”); (vi) an assignment agreement in the form reasonably acceptable to Seller and Buyer, assigning all of those certain non-disclosure agreements set forth on the schedule attached thereto, duly executed by Seller and the Company; (vii) written resignation letters of all officers and directors of the Company, and of members of all the boards committees, in the form of Exhibit 2.5(a)(vii), duly executed by such directors and officers; (viii) a certificate executed by Sellers Seller and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or as to the then current Organizational Documents accuracy of the Company since the date of each of the Organizational Documents; and (B) each of Sellers' their 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 in accordance with Section 8.1 and as if made on to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date (the "Sellers' Closing Certificate")in accordance with Section 8.2; (vix) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those a certificate of the State Secretary of Missouri each of the Seller and the Company certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller and the Company, certifying and attaching all requisite resolutions or its subdivisions or instrumentalities in form actions of Seller’s and substance reasonably acceptable the Company’s board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated herein and certifying to Buyer; andthe incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (vix) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxxany and all of the Records of the Company (including, Xx.but not limited to, Xxxxxx X. Xxxxxbooks of account and other financial Records of the Company, the minute books of the Company and X.X. Xxxxxxxx in other similar Records of the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"Company); and (viixi) such other documents as Buyer and its counsel may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any demonstrate satisfaction of the Contemplated Transactionsconditions and compliance with the covenants set forth in this Agreement. (b) Buyer will shall deliver to each Seller (or to such other Persons designated below):Seller: (i) such Seller's share of $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet.Closing Date; (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment AgreementsAgreements duly executed by Buyer; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all Investment Letter duly executed by Buyer;]; and (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate"). (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers Seller and its counsel may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation demonstrate satisfaction of the Contemplated Transactionsconditions and compliance with the covenants set forth in this Agreement.

Closing Obligations. At the ClosingAT THE CLOSING: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer in form and substance satisfactory to Buyer; (ii) a release in the Consulting Agreements form of Exhibit 2.4(a)(ii) attached hereto executed by each of Sellers (the "SELLERS' AND COMPANY MUTUAL RELEASE"); (iii) retention and noncompetition agreements in the form of Exhibit 2.4(a)(iii) attached hereto, executed by each of the employees of the Company identified on Schedule I attached hereto (collectively, the "RETENTION AND NONCOMPETITION AGREEMENTS"); (iv) a proprietary information and inventions agreement in the form of Exhibit 2.4(a)(iv) attached hereto, executed by Xxxxx X. Xxxxxx (the "PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT") and a copy of the Pelorus Software Agreement executed by Xxxx Xxxxxxx and the Company; (v) confirmation that no change has been made or, if Sellers have made changes in accordance with Section 6.9, a written schedule of such changes, with respect to the payment instructions for a portion of the Purchase Price by transfer of cash to the Company and Buyer Restricted Shares pursuant to the outline on Exhibit 2.2, against delivery by the individuals identified on Exhibit 2.2(Exh A) thereto of a Share Restriction Agreement in the form of Exhibit 2.2(Exh D) attached thereto for each such individual and evidence regarding satisfaction by the Company of its withholding obligations with respect to the Success Bonuses; (vi) an amendment to that certain Lease Agreement by and between TERA Properties, LLC and the Company, with respect to the leased premises located at 000 Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx in the form attached hereto as EXHIBIT 2.4(a) (Exhibit 2.4(a)(vi), executed by TERA Properties, LLC and the "Consulting -------------- Agreement")Company;] (iiivii) separate Employment Agreements for Xxxxx X. Xxxxxxx an executed termination letter with respect to that certain Lease Agreement by and Xxxx X. Xxxxxxx between Pinnacle Technologies LLC and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (Company with respect to the "Employment Agreements")leased premises located at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx;] ----------- (ivviii) an executed termination letter with respect to that certain Lease Agreement by and between Perfect Homes, LLC and the Company with respect to the leased premises located at 0000 Xxxx Xxxxxx Xxx, Huntsville, Alabama; (ix) an executed termination letter with respect to that certain Lease Agreement by and between Affordable Storage and the Company with respect to the leased premises located at 0000 XXX. 00, Xxxxxxx, Xxxxxxx; (x) the Disclosure Letter executed by Sellers; (xi) a cross-receipt executed by each Seller, in a form reasonably satisfactory to Buyer and Sellers; (xii) a Purchase Price flow of funds statement executed by each Seller, in a form reasonably satisfactory to Buyer and Sellers; (xiii) a consent executed by the spouse of FHC, in form and substance reasonably satisfactory to Buyer and FHC; (xiv) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 (or in all respects with regard to such representations and warranties that are qualified by materiality) as of the Closing Date as if made on the Closing Date, except to the extent that any inaccuracies in such representations and warranties, considered individually or collectively, as of the Closing Date (could not reasonably be expected to have a Material Adverse Effect on the "Sellers' Closing Certificate")Company; (vxv) opinion(sa certificate executed by Sellers and the Company certifying that Sellers and the Company have satisfied all conditions set forth in Section 7 of this Agreement; (xvi) executed resignations, effective as of counselthe Closing Date of each officer and director of the Company; (xvii) executed resignations, effective as of the Closing Date of each officer and director of CAS Cares who is also an officer or director of the Company; (xviii) an IRS Form W-9, completed by each Seller, in form reasonably satisfactory to Buyer; (xix) an opinion of Holland & Knight LLP, dated as of the Closing Date, in the form of EXHIBIT 2.4(a)(vExhibit 2.4(a)(xix) and attached hereto; (xx) an additional executed copy of the opinion of counsel that Sirote & Permutt, P.C. dated March 21, 2006, as to certain tax matters, which shall be in full force and effect; (xxi) an opinion of Sirote & Permutt, P.C., dated as of the Closing Date, in the form of Exhibit 2.4(a)(xxi) attached hereto; (xxii) copies of all ----------------- Government Authorizations necessary for Consents required pursuant to Section 3.2(b) of this Agreement; (xxiii) possession or control of the corporate seal, all books of account, minute books, stock record books, and other records of the Company and any Affiliated Entity then in the possession or control of Sellers or their Representatives; (xxiv) copies of the Company's Organizational Documents, certified by a Secretary or Assistant Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing have been obtainedDate; a complete list of the officers and directors of the Company, including without limitation those certified by a Secretary or Assistant Secretary of the Company to be true and correct as of the Closing Date; a long form certificate of good standing from the Secretary of State of the State of Missouri Alabama showing all documents filed in such office with regard to the Company; tax clearance certificates (to the extent reasonably and customarily available) and good standing certificates from California, Colorado, Florida, Maryland, New Jersey, New Mexico, Oklahoma, South Carolina, Texas and Virginia; copies of resolutions adopted by the Board of Directors of the Company authorizing the execution and delivery of the Agreement and the consummation of the Contemplated Transactions, certified by a Secretary or its subdivisions or instrumentalities Assistant Secretary of the Company to be true, correct, complete and in form full force and substance reasonably acceptable to Buyereffect and unmodified as of the Closing Date; (xxv) an updated list of employees of the Company setting forth the information requested in Section 3.20; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (viixxvi) such other certificates, agreements and other documents as Buyer may reasonably request for are listed in the purpose schedule of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactionsclosing documents. (b) Buyer will deliver to each Seller (Sellers or caused to such other Persons designated below):be delivered at the direction of Sellers: (i) such Seller's share following the payment by Buyer of the amounts set forth in Sections 2.4(b)(ii) through (iv) and Section 2.4(e), if applicable, the balance of the Purchase Price to Sellers pro rata in accordance with their ownership of the Shares of the Company, as set forth specified in instructions Schedule II attached hereto, by wire transfer of immediately available funds to be provided accounts specified by Sellers together with in writing no later than five (5) days prior to the Pro Forma Balance Sheet.Closing Date; (ii) any consulting fees or other compensation required to be paid at Closing pursuant the sum of $15,000,000 (the "MASTER ESCROW AMOUNT") to the terms Master Escrow Agent, subject to the requirements of the Consulting Master Escrow Agreement, by bank cashier's or certified check or wire transfer to an account specified by the Non-Competition Agreements and/or the Employment AgreementsMaster Escrow Agent; (iii) the Consulting Agreementsum of $16,447,982.00 (as such amount may be adjusted pursuant to Section 6.9), to the Non-Competition Agreements Company on behalf and at the direction of the Sellers as a portion of the Purchase Price, payable $11,576,251.00 in cash and $4,871,731.00 by delivery of that number of Buyer Restricted Shares equal to (i) $4,871,731.00, divided by (ii) the Buyer Common Share Price. The cash payment shall be made by wire transfer of immediately available funds to the Company and then paid by the Company to the individuals and in the amounts specified on Exhibit 2.2 (Exh A) and Exhibit 2.2 (Exh B) attached to Exhibit 2.2 hereof, and the Employment AgreementsBuyer Restricted Shares shall be distributed in the amounts and to the individuals set forth on Exhibit 2.2(Exh A) attached to Exhibit 2.2 hereof, all executed in each case against delivery by each of the individuals identified on Exhibit 2.2(Exh A) of a Share Restriction Agreement in the form of Exhibit 2.2(Exh D) attached to Exhibit 2.2 hereof. Sellers may change the amounts and remove individuals set forth on Exhibit 2.2(Exh A) and Exhibit 2.2(Exh B) attached to Exhibit 2.2 hereof, by delivering to the Company and Buyer an amended Exhibit 2.2(Exh A) or Exhibit 2.2(Exh B), as the case may be, to be attached to Exhibit 2.2 hereof no later than five (5) days prior to the Closing Date; provided that Sellers may not (i) add any individual to Exhibit 2.2(Exh A) or Exhibit 2.2(Exh B), or (ii) remove any employee identified on Schedule I attached hereto from Exhibit 2.2(Exh A) or eliminate or reduce the amount of any Success Bonus payable to any such employee as set forth on Exhibit 2.2(Exh A), without the prior written consent of Buyer;], such consent not to be unreasonably withheld. (iv) the amounts required to payoff all indebtedness listed in Section 3.29 of the Disclosure Letter and all other Debt to be repaid in full and discharged by the Company on or prior to the Closing Date, by wire transfer of immediately available funds in amounts and to accounts specified by Sellers in writing no later than five (5) days prior to the Closing Date; (v) a certificate executed by Buyer representing and warranting to the effect that, except as otherwise stated in such certificate, Sellers that each of Buyer'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, except to the extent that any inaccuracies in such representations and warranties, considered individually or collectively, as of the Closing Date (could not reasonably be expected to have a Material Adverse Effect on the "Buyer's Closing Certificate").; (vvi) opinion(sa certificate executed by Buyer certifying that Buyer has satisfied all conditions set forth in Section 8 of this Agreement; (vii) a cross-receipt executed by Buyer, in a form reasonably satisfactory to Buyer and Sellers; (viii) a Purchase Price flow of counselfunds statement executed by Buyer, in a form reasonably satisfactory to Buyer and Sellers; (ix) an opinion of the General Counsel of Buyer, dated as of the Closing Date, in the form of EXHIBIT 2.4(b)(v); and -----------------Exhibit 2.4(b)(ix) attached hereto; (vix) such other documents an opinion of Day, Xxxxx & Xxxxxx LLP, dated as Sellers may reasonably request for of the purpose Closing Date, in the form of Exhibit 2.4(b)(x) attached hereto; and (1xi) enabling its counsel to provide the opinion referred to in Section 2.4(a)Sellers' and Company Mutual Release, (2) evidencing the accuracy of any representation or warranty of BuyerRetention and Noncompetition Agreements, (3) evidencing and the performance Proprietary Information and Inventions Agreement, each executed by Buyer ofand/or the Company, as the case may be and the Share Restriction Agreements, executed as provided on Exhibit 2.2. (c) Buyer and Sellers will enter into a master escrow agreement in the form of Exhibit 2.4(c) attached hereto (the "MASTER ESCROW AGREEMENT") with Xxxxx Fargo Bank, National Association (the "MASTER ESCROW AGENT"). (d) In the event that the Estimated Purchase Price is greater than $175,625,000 then Buyer shall pay the amount of such difference (the "BUYER PRICE ADJUSTMENT ESCROW AMOUNT") to the Master Escrow Agent, subject to the requirements of the Master Escrow Agreement, by bank cashier's or certified check or wire transfer to an account specified by the compliance by Master Escrow Agent. (e) In the event that the Estimated Purchase Price is less than $175,625,000 then Buyer with, any covenant or obligation required shall reduce the amount to be performed or complied with delivered to Sellers pursuant to Section 2.4(b)(i) by Buyerthe amount of such difference (the "SELLERS' PRICE ADJUSTMENT ESCROW AMOUNT") and Buyer shall on behalf of Sellers pay the Sellers' Price Adjustment Escrow Amount to the Master Escrow Agent, or (4) otherwise facilitating subject to the consummation requirements of the Contemplated TransactionsMaster Escrow Agreement, by bank cashier's or certified check or wire transfer to an account specified by the Master Escrow Agent. (f) Buyer and Sellers shall have delivered the completed and signed Form 8023 pursuant to the requirements of Section 5.11. (g) All of the transactions to be concluded at the Closing shall be deemed concluded simultaneously at 10:00 a.m. Eastern Time on the Closing Date. Unless waived, no transaction or delivery to be concluded at the Closing shall be deemed finally concluded unless and until all such transactions or deliveries are concluded. (h) Buyer's delivery of the funds via wire transfer in the amounts and to the accounts specified in Sections 2.4(b)(i) through 2.4(b)

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, Boynton will deliver or cause to be delivered to Buyer: (i) certificates representing all of the Sharesissued and outstanding shares of capital stock of Selene, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx releases in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(ii) executed by Boynton (the collectively, "Consulting -------------- AgreementBoynton Releases");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a certificate executed by Sellers and Boynton in the Company form of Exhibit 2.4(a)(iii) representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) each of Sellers' Boynton'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 giving full effect to any supplements to the Disclosure Letter delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 8.5 (the "Sellers' Closing CertificateSeller's Disclosure Letter"); (iv) [omitted]; (v) opinion(s) of counsel, dated the Closing Date, a non-compete agreement in the form of EXHIBIT Exhibit 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer); and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxxa recent certificate of good standing of Selene, Xx., Xxxxxx X. Xxxxxcertified resolutions of the Board of Directors of Selene with respect to the Contemplated Transactions in form reasonably satisfactory to counsel to Buyer, and X.X. Xxxxxxxx in resignations by all directors and officers of Selene and an instrument which elects designees of Buyer as the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose successor directors and officers of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated TransactionsSelene. (b) Buyer Bie will deliver to each Seller (or to such other Persons designated below):Buyer: (i) such Seller's share certificates representing all of the Purchase Price as set forth in instructions to be provided issued and outstanding shares of capital stock of JBE, duly endorsed, or accompanied by Sellers together with the Pro Forma Balance Sheet.duly executed stock powers; (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate"). (v) opinion(s) of counsel, dated the Closing Date, releases in the form of EXHIBIT 2.4(b)(vExhibit 2.4(b); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to BuyerBuyers shall receive: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, property for transfer to the applicable Buyer; (ii) from Cinemex, copies of the Consulting Agreements executed by Xxxxx X. Xxxxxx instructions to the Secretary of Cinemex's board of directors to make the necessary notations in the form attached hereto stock registry book of Cinemex, reflecting the transfer of the Shares and the recordation of the applicable Buyer as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement")shareholder of Cinemex;] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and a noncompetition agreement in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) of Exhibit 2.5(a)(iii)-A, executed by the Common Shareholder and a competition agreement in the form of Exhibit 2.5(a)(iii)-B, executed by the Common Shareholder (collectively, the "Employment Noncompetition Agreements");] ----------- (iv) a certificate release in the form of Exhibit 2.5(a)(iv), executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 Common Shareholder (the "Sellers' Closing CertificateCommon Shareholder Release"); (v) opinion(sa true and complete copy of the Concentration Trust duly executed and delivered by all of the parties thereto; (vi) an opinion of counselRitch, Heather y Mueller, S.C., dated the Closing Date, in xxx xorx xx Xxxxxxx 0.0(a)(vi); (vii) a certificate executed by Cinemex as to the accuracy of the representations and warranties as provided in Section 7.1 and as to performance the of covenants as provided in Section 7.2; and (viii) certificates of the Secretary of each Cinemex Company's board of directors as to the legal existence of each Cinemex Company in Mexico. (b) Buyers (or their designees) will: (i) pay to each Shareholder an amount equal to the product of (x) such Shareholder's Percentage and (y) the Closing Cash Notional Payment; provided, that the Concentration Trustee shall, as provided for in the Concentration Trust, maintain in deposit 10% of the amount payable to it in accordance with the terms of the Concentration Trust to guarantee the indemnification obligation assumed by the Type II Shareholders under this Agreement; (ii) deliver to the Shareholders an opinion of Creel, Garcia - Cuellar y Muggenburg, S.C., in the form of Exhibit 0.0(x)(xx); (iii) deliver to the Shareholders an opinion of Kaye Scholer LLP, dated as of the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"Exhibxx 2.5(b)(iii); and (viiiv) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below): (i) such Seller's share of the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) Shareholders a certificate executed by each Buyer as to the effect that, except as otherwise stated in such certificate, each accuracy of Buyer's the 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 (the "Buyer's Closing Certificate"). (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to provided in Section 2.4(a), (2) evidencing 8.1 and as to performance the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactionscovenants as provided in Section 8.2.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, The Company will deliver or cause to be delivered to Buyer: (i) certificates representing a xxxx of sale, assignment and assumption agreement with respect to the Shares, duly endorsed Assets and the Assumed Liabilities in the form of Exhibit 2.5(a)(i) (or accompanied the "Xxxx of Sale") executed by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to BuyerCompany; (ii) employment agreements in the Consulting Agreements form of Exhibit 2.5(a)(ii), executed by Xxxxx X. Xxxxxx in the form attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) Xx Xxxxx (collectively, the "Employment Agreements");] ----------- (iii) noncompetition agreements in the form of Exhibit 2.5(a)(iii), executed by Xxxxx X. Xxxxxxxx and Xxxx Xx Xxxxx (collectively, the "Noncompetition Agreements"); (iv) a certificate executed by Sellers and the Company representing and warranting to Buyer that the effect that: (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) each of Sellers' Company'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; and (B) each of the covenants and agreements of the Company to be performed prior to the Closing Date (has been duly performed or complied with by the "Sellers' Closing Certificate")Company; (v) opinion(s) of counsel, dated the Closing Date, earnout agreement in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtainedExhibit 2.5(a)(v), including without limitation those of executed by the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to BuyerCompany (the "Earnout Agreement"); and (vi) separate Non-Competition Agreements executed the documents contemplated by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements")Section 7.5 hereof; and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below):the Company: (i) the Initial Purchase Price, plus or minus such Sellerprorations of Assets, Assumed Liabilities, income and expenses from the Effective Date to the Closing Date as may reasonably be determined and agreed to by the parties prior to the Closing Date, by bank cashier's share of check or by wire transfer to the Purchase Price as set forth in instructions to be provided accounts specified by Sellers together with the Pro Forma Balance Sheet.Company; (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, : (A) each of Buyer'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; and (B) each of the covenants and agreements of Buyer to be performed prior to the Closing Date has been duly performed and complied with by Buyer; (iii) the "Xxxx of Sale, executed by Buyer's Closing Certificate").; (iv) the Employment Agreements, executed by Buyer; (v) opinion(s) of counselthe Earnout Agreement, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v)executed by Buyer; and -----------------and (vi) such other the documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in contemplated by Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions8.4 hereof.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, ) for transfer to Buyer; (ii) an employment agreement in substantially the Consulting Agreements form of Exhibit 2.4(a)(ii), executed by H. Xxxxx X. Xxxxxx Xxxxxxxx, Xx. (the "Employment Agreement"); (iii) a noncompetition agreement in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(iii), executed by H. Xxxxx Xxxxxxxx, and H. Xxxxx Xxxxxxxx, Xx. (the "Noncompetition Agreement"); (iv) the original Shareholder Notes marked "superceded and replaced"; (v) a ten (10) year lease for the facility at which the Company currently operates in substantially the form of Exhibit 2.4(a)(v) (the "Consulting -------------- AgreementFacility Lease");]) executed by the owners of such property; and (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (ivvi) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 (the "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers: (i) such Seller's share of the Purchase Price as set forth in instructions $1,500,000 by wire transfer to be provided accounts specified by Sellers together with the Pro Forma Balance Sheet.Sellers; (ii) any consulting fees or other compensation required promissory notes payable to Sellers in the aggregate principal amount of $193,000 in the form of Exhibit 2.4(b)(ii)(A) (the "Promissory Notes"), which will be paid at Closing personally guaranteed by Xxxx X. Xxxxxx pursuant to guaranty agreements in the terms form of Exhibit 2.4(b)(ii)(B) (the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements"Guaranties"); (iii) stock purchase warrants in the Consulting Agreement, aggregate amount of $2,000,000 issued to Sellers in the Non-Competition Agreements and the Employment Agreements, all form of Exhibit 2.4 (b)(iii) executed by BuyerBuyer and Xxxx X. Xxxxxx (the "Stock Purchase Warrant");] (iv) promissory notes payable to H. Xxxxx Xxxxxxxx, Xx. and the H. Xxxxx Xxxxxxxx, Xx. Trust in the principal amounts of $607,000 and $1,200,000, respectively, and which will be in the form of Exhibit 2.4(b)(iv) (the "Replacement Notes"), which will be personally guaranteed by Xxxx X. Xxxxxx pursuant to guaranty agreements in the form of Exhibit 2.4(b)(ii)(B); (v) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate").Date; (vvi) opinion(sthe Employment Agreements executed by Buyer; and (vii) of counselthe Facility Lease executed by Premier, dated the Closing Date, which will be personally guaranteed by Xxxx X. Xxxxxx pursuant to a guaranty agreement in the form of EXHIBIT 2.4(b)(v); Exhibit 2.4(b)(vii)(A) and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance guaranteed by Buyer of, or pursuant to a guaranty agreement in the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation form of the Contemplated TransactionsExhibit 2.4(b)(vii)(B).

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to BuyerPurchaser: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, ) for transfer and assignment to BuyerPurchaser; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx releases in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(ii) executed by Sellers (the collectively, "Consulting -------------- AgreementSellers' Releases");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and employment agreements containing noncompetition covenants in the form attached hereto as EXHIBIT ------- of Exhibit 2.4(a)(iii) ), executed by Sellers (the collectively, "Employment Agreements");] -----------; and (iv) a certificate executed by Sellers and the Company representing and warranting to Buyer Purchaser that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 "Sellers' Disclosure Letter that were delivered by Sellers to Purchaser prior to the Closing Certificate"Date in accordance with Section 5.5); (v) opinion(sthe written Consents of each of the Company's Investors listed in Schedule 3.27(c) of counselthe Disclosure Letter, dated the Closing Date, and of each agency or instrumentality listed in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those Schedule 3.14 of the State of Missouri or its subdivisions or instrumentalities in form Disclosure Letter, consenting to the purchase and substance reasonably acceptable to Buyersale contemplated by this Agreement; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in evidence reasonably satisfactory to the form attached hereto as EXHIBIT 2.4(a)(vi) Purchaser that the line of credit from Compass Bank to the Company (the "Non-Competition AgreementsLine of Credit"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations has been terminated and warranties, (3) evidencing the performance that Wilsxx xxx been released by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any said bank from his guaranty of the Contemplated TransactionsLine of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Buyer Purchaser will deliver to each Seller (or to such other Persons designated below):Sellers: (i) such Seller's share of the Purchase Price as set forth following amount by wire transfer to account(s) specified by the Sellers in instructions to be provided by Sellers together with the Pro Forma Balance Sheet.writing: $3,200,000; (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer Purchaser to the effect that, except as otherwise stated in such certificate, each of BuyerPurchaser'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 (the "Buyer's Closing Certificate").Date; and (viii) opinion(s) of counselthe Employment Agreements, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance executed by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated TransactionsPurchaser.

Closing Obligations. At the Closing: (a) Sellers or the CompanySELLER. Seller shall execute, as applicableappropriate, will and deliver (or cause to be delivered executed and delivered) to Buyer: (i) certificates Certificates representing all of the KLI Shares, duly endorsed (in blank, or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, proper form for transfer to Buyertransfer; (ii) Certificates representing all of the Consulting Agreements JSL Shares, duly endorsed in blank, or accompanied by duly executed by Xxxxx X. Xxxxxx stock powers, in the proper form attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement")for transfer;] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a copy, certified by an officer of Seller, of minutes evidencing the corporate action referred to in Section 6.02(d); ---------------- (v) Certificates of Existence from the Secretary of State of Tennessee for each of KLI and JSL dated no more than fifteen (15) days before the Closing Date; (vi) the certificate of officers of Seller referred to in Section ------- 6.02(e); ------- (vii) any consents or waivers described in Section 6.02(f), to the --------------- extent not previously received by Buyer; (viii) the Sublease Agreement referred to in Section 5.06; ------------- (ix) the Consent of Cooper Commercial Propertixx XX, LLC to Seller's entry into the Sublease Agreement referred to in Section 5.06; ------------ (x) a Non-Disturbance, Attornment and Estoppel Agreement on terms reasonably satisfactory to Buyer and executed by Sellers Cooper Commercial Propxxxxxx IX, LLC and the Company representing Seller; (xi) Resignations of those officers and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date directors of each of the Organizational Documents; and (B) each of Sellers' representations and warranties in this Agreement was accurate in all material respects Companies 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 (the "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to requested by Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (viixii) such other documents as Buyer may reasonably request for necessary to effectuate the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance transactions contemplated by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactionsthis Agreement. (b) Buyer will deliver to each Seller (or to such other Persons designated below): (i) such Seller's share of the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate"). (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, Shares duly endorsed (in blank for transfer or accompanied by presented with stock powers duly executed stock powers)in blank, with signatures of Sellers in attendance at Closing notarized at Closing, such signature guarantees and signatures of Sellers not in attendance guaranteed such other documents as may be reasonably required by Buyer to effect a commercial bank or by a member firm valid transfer of the New York Stock Exchange, for transfer to BuyerShares; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx releases in the form attached hereto as of EXHIBIT 2.4(a2.4(a)(ii) executed by each Seller, and by each Related Person of either Seller who was on the payroll of any Acquired Company during 1998 or 1999 or 2000, of all claims which any of them have against either Acquired Company (the collectively, "Consulting -------------- AgreementSellers' Releases");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a certificate executed by Sellers and the Company each Seller representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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); (iv) a "Sellers' Closing Certificate"transferor's certificate of non-foreign status" within the meaning of Section 1445(b)(2) of the IRC in the form of EXHIBIT 2.4(a)(iv), executed by each Seller; (v) opinion(scertificates of good standing and foreign qualification for each Acquired Company from each jurisdiction listed on EXHIBIT 2.4(a)(v); (vi) the resignations of counselany Related Person employed by any Acquired Company, all of the directors of each Acquired Company and of such officers of each Acquired Company as may be requested by Buyer at least five days prior to the Closing, such resignations to be effective at the Closing; (vii) an opinion of Weil, Gotshal & Xxxxxx LLP, dated as of the Closing Date, in the form of EXHIBIT 2.4(a)(v2.4(a)(vii); (viii) a lease agreement, in the form of EXHIBIT 2.4(a)(viii), between Sellers (or their affiliates) as lessor and the Buyer (or its designee) as lessee (the "Lease Agreement"); (ix) evidence of termination of all lease agreements existing immediately prior to the Closing between any Seller or any Related Person of any Seller or any of their respective affiliates (collectively, "Lessors" and individually, a "Lessor"), on the one hand, and any Acquired Company on the other hand, and releases in the form of EXHIBIT 2.4(a)(ix) from each Lessor to the respective lessees under such leases. (x) consent and estoppel certificate executed on behalf of Xxxxxxxx Properties, Inc., as landlord for office space at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX, dated as of a date not more than five days prior to the Closing Date. (xi) Organizational Documents of each Acquired Company certified by (i) the Secretary of State of each of their respective jurisdictions of incorporation, dated as of a date not more than five (5) days prior to the Closing (in the case of the certificate or articles of incorporation) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those (ii) by the Secretary of the State respective Acquired Company (in the case of Missouri or its subdivisions or instrumentalities the bylaws), dated the Closing Date; (xii) the minute books, books of account and stock record books and other records in form existence of each of the Acquired Companies; (xiii) a certificate executed by Sellers setting forth the aggregate amount of Cash Withdrawals in each of 1997, 1998, 1999 and substance 2000 through the Closing Date, together with a supporting schedule reasonably acceptable to BuyerBuyer indicating when each individual Cash Withdrawal was made, the recipient of such Cash Withdrawal and the nature of such Cash Withdrawal; (xiv) written consent of Sellers (the "Gottbetter Consent") to the consulting agreement dated as of August 3, 2000, between Courier Corporation and Xx. Xxxx Xxxxxxxxxx, the Sellers' and Acquired Companies' accountant; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (viixv) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactionsrequest. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers: (i) such Seller's share of the Estimated Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet.Price; (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Lease Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) an opinion of Xxxxxxx, Procter & Xxxx LLP, dated as of the Consulting AgreementClosing Date, in the Non-Competition Agreements and the Employment Agreements, all executed by Buyerform of EXHIBIT 2.4(B)(III);] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate").Date; and (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactionsrequest.

Closing Obligations. (a) At the Closing: (a) , the Company and Sellers or the Companywill deliver, as applicable, will deliver or cause to be delivered delivered, to BuyerParent and Newco: (i) certificates representing all of the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to BuyerNewco; (ii) the Consulting Agreements employment agreements, executed by Xxxxx Michxxx Xxxxxx xxx Robexx X. Xxxxxx in Xxxxxx, xx the form attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iiiof Exhibit 2.5(a)(ii) (the "Employment Agreements");] ----------- (iii) noncompetition agreements, executed by Michxxx Xxxxxx xxx Robexx X. Xxxxxx, xx the form of Exhibit 2.5(a)(iii) (the "Noncompetition Agreements"); (iv) a certificate executed by Sellers and the Company representing and warranting to Buyer that Parent and Newco (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of that each of his or her and the Organizational Documents; and (B) each of Sellers' Company's representations and warranties in this Agreement was were accurate in all material respects as of the date of this Agreement and are accurate in all respects as of the Closing Date as if made on the Closing Date and (B) as to the amount of cash on hand in the Company and the amount of indebtedness of the Company at Closing (including amounts to be paid by Parent pursuant to Section 6.1(f)); (v) assignments, in form and substance satisfactory to Parent and Newco, executed by Sellers, transferring to the Company each such persons' respective rights, title and interest in and to any assets, including trade secrets or intellectual property, made use of by the Company in the conduct of its business; (vi) written evidence of termination of any Company Employee Plans other than United Healthcare health insurance policy identified on Schedule 3.18; (vii) written resignations and releases, effective as of the Closing Date, executed by all directors, officers and employees of the Company; (viii) at-will employment agreements, executed by all employees of the Company other than Michxxx Xxxxxx xxx Robexx X. Xxxxxx, xx the form of Exhibit 2.5(a)(viii) (the "At-Will Employment Agreements"); (ix) signature cards and executed powers of attorney for all bank accounts identified on Schedule 3.30 hereto; and (x) payoff letters relating to all debts listed on Schedule 6.1 executed by all creditors and lien holders listed thereon. (b) At the Closing Parent or Newco will deliver to Sellers: (i) a sum equal to the Cash Consideration minus the Holdback and a certificate stating the number of Unregistered Shares that will be paid in satisfaction of the Stock Consideration, with the actual stock certificates to be delivered within 5 business days from the Closing Date; (ii) a certificate executed by Parent and Newco to the effect that each of Parent and Newco's representations and warranties in this Agreement were accurate in all 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 (the "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below): (i) such Seller's share of the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by BuyerNewco and Parent;] (iv) a certificate the Noncompetition Agreements, executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's representations Newco 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 (the "Buyer's Closing Certificate").Parent; and (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance At-Will Employment Agreements executed by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated TransactionsNewco.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx releases in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(ii) executed by each Seller (the collectively, "Consulting -------------- AgreementSellers' Releases");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and employment agreements in the form attached hereto as EXHIBIT ------- of Exhibit 2.4(a)(iii) ), executed by Xxxxxxxxx and Xxxxx (the collectively, "Employment Agreements");] ----------- (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by each Seller (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changesthat, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) except as otherwise stated in such certificate, 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 (the "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers: (i) such Seller's share of the Purchase Price as set forth in instructions Cash Amount, by wire transfer to be provided accounts specified by Sellers together with the Pro Forma Balance Sheet.Sellers; (ii) any consulting fees or other compensation required promissory notes ("Fixed Notes") in the form of Exhibit 2.4(b)(ii)(A) aggregating to the Fixed Notes Amount which will be paid at Closing personally guaranteed by Xxxx X. Xxxxxx pursuant to guaranty agreements in the terms form of Exhibit 2.4(b)(ii)(B) (the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements"Guaranties"); (iii) promissory notes ("Earnout Notes") in the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyerform of Exhibit 2.4(b)(iii);] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate").Date; and (v) opinion(s) of counselthe Employment Agreements, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with executed by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx releases in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(ii) executed by Sellers, and in the case of trusts, the underlying beneficiaries (the "Consulting -------------- Agreement"collectively, “Sellers’ Releases”);] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and consulting agreements in substantially the form attached hereto as EXHIBIT ------- of Exhibit 2.4(a)(iii) ), executed by Xxxxxx X. Xxxx and Xxxxxxx X. Xxxx, respectively (collectively, the "Employment “Consulting Agreements"”);] ----------- (iv) a real property lease agreement in substantially the form of Exhibit 2.4(a)(iv) executed by Xxxxxx X. Xxxx and Xxxxxxx X. Xxxx (the “Lease”); (v) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date, Date in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyeraccordance with Section 5.5); and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions.delivered pursuant to Section 7.4; and (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers: (i) the cash consideration payable pursuant to Section 2.2 by wire transfer to such Seller's share of accounts, and in the Purchase Price percentages, as set forth in instructions to be provided by Sellers together with Part 2.2 of the Pro Forma Balance Sheet.Disclosure Letter; (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment AgreementsBuyer Shares; (iii) a registration rights agreement in the Consulting Agreementform of Exhibit 2.4(b)(iii), the Non-Competition Agreements and the Employment Agreements, all executed by BuyerBuyer (the “Registration Rights Agreement”);] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's ’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 (the "Buyer's Closing Certificate").Date; and (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactionsdelivered pursuant to Section 8.4.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, The Shareholder will deliver or cause to be delivered to BuyerTGI: (i) certificates representing the Shareshis shares of Company Common Stock, duly endorsed for transfer to TGI (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) releases and resignations from the Consulting Agreements officers and directors of the Company duly executed by Xxxxx X. Xxxxxx such parties; (iii) a noncompetition agreement in the form attached hereto as EXHIBIT 2.4(a) of Exhibit "B," executed by the Shareholder (the "Consulting -------------- Noncompetition Agreement");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a certificate an escrow agreement in the form of Exhibit "C," executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 Shareholder (the "Sellers' Closing CertificateEscrow Agreement"); (v) opinion(s) of counsel, dated the Closing Date, an employment agreement in the form of EXHIBIT 2.4(a)(vExhibit "D," executed by the Shareholder (the "Employment Agreement"); (vi) a subscription agreement for the shares of TGI Common Stock to be issued in the Merger in the form of Exhibit "E" (the "Subscription Agreement"); (vii) a promissory note in the amount of $200,000 in the form of Exhibit "F," executed by the Shareholder, guaranteed by Xxxxxx X. Xxxxxxx, and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those secured by a pledge of the State TGI Common Stock issued to the Shareholder in connection herewith (the "Shareholder's Promissory Note") in consideration of Missouri or its subdivisions or instrumentalities a loan by TGI to the Shareholder in form and substance reasonably acceptable to Buyerthe amount of $200,000; and (viviii) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) an unconditional guarantee (the "Non-Competition AgreementsGuarantee"); and (vii) such other documents as Buyer may reasonably request for of the purpose $300,000 Promissory Note of (1) enabling its counsel Xxxxxx X. Xxxxxxx to provide the opinion referred to TGI in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required a form to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactionsagreed upon. (b) Buyer TGI will deliver to each Seller (or to such other Persons designated below):the Shareholder: (i) such Seller's a share certificate representing the TGI Common Stock issued in the Merger in the name of the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet.Shareholder; (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements;Agreement; and (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all material respects as face amount of the date of this Agreement and is accurate Shareholder's Promissory Note in all material respects as of the Closing Date as if made on the Closing Date (the "Buyer's Closing Certificate")cash. (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will shall deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed in blank (or accompanied by duly stock powers executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, blank) and signatures of Sellers not otherwise in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, proper form for transfer to Buyertransfer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx in the form attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since filed with any Governmental Body in connection with its organization, duly certified as of a recent date by the date Secretary of each State or other appropriate authority of the Organizational Documents; and (B) each jurisdiction 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 its incorporation or organization, together with a certificate dated as of the Closing Date from the Secretary of the Company to the effect that no amendments to such Organizational Documents have been filed since the date referred to above; (iii) the Organizational Documents of the Company not filed with a Governmental Body in connection with its organization, certified as if made on of the Closing Date by the Secretary of the Company; (iv) certificates dated as of a date not more than five (5) days prior to the "Sellers' Closing Certificate")Date as to the good standing of the Company and payment of applicable state Taxes, issued by the appropriate Governmental Body of the jurisdiction of the Company’s organization and each jurisdiction in which the Company is licensed or qualified to do business as a foreign entity as specified in Part 3.1 of the Disclosure Letter; (v) opinion(s) of counsel, dated the Closing Date, releases in the form of EXHIBIT Exhibit 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; andexecuted by Sellers; (vi) separate Non-Competition Agreements the Disclosure Letter executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements")Sellers; and (vii) such other documents as Buyer may reasonably request for an employment agreement in the purpose form of (1) enabling its counsel to provide the opinion referred to in Section 2.4(bExhibit 2.4(a)(vii), (2) evidencing the accuracy of any of Sellers' representations executed by Xxxxx X. Xxxxxxxx and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated TransactionsBuyer. (b) Buyer will shall deliver to each Seller (or to such other Persons designated below):Sellers’ Representative: (i) such Seller's share a certificate for the shares of the Purchase Price as Consideration Shares to be issued to each Seller, registered in the name of such Seller and containing the legend set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet.Section 3.19(e); (ii) any consulting fees or other compensation required to be paid at Closing letters of resignation executed by Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx pursuant to which they each resign as a director and officer of Buyer effective the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate"). (v) opinion(s) of counsel, dated day after the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.and

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will shall deliver or cause to be delivered to Buyer: (i) certificates representing the SharesStock, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, ) for transfer to Buyer; (ii) assignments of the Consulting Agreements Interests to Buyer, in the form of Exhibit 2.4(a)(ii) executed by the Cxxxxxxxxxx Sellers; (iii) releases in the form of Exhibit 2.4(a)(iii) executed by Sellers (collectively, “Sellers’ Releases”); (iv) a reasonably current long-form good standing certificate (or equivalent document) for each of the Acquired Companies issued by the secretary of state of such Person’s jurisdiction of formation and in each state in which such Person is qualified to do business as a foreign entity; (v) copies of the Certificate of Incorporation (or equivalent document) of each of the Acquired Companies, certified by the secretary of state of such Person’s jurisdiction of formation, and copies of the Bylaws (or equivalent document) of each such Person, certified by an officer of such Person; (vi) (A) a Payoff Letter from the lender of each Company Debt or appropriate termination statements under the Uniform Commercial Code or mortgage releases to release all security interests against the Acquired Companies (or any of their assets) and (B) a Fee Statement Letter from each Representative of the Acquired Companies; (vii) written resignations of each director (or equivalent) and officer of the Acquired Companies set forth in Exhibit 2.4(a)(vii); (viii) evidence satisfactory to Buyer that (A) the Plan for Incentive Compensation for Cxxxxxxxxxx, LLC and the Management Services Agreement dated March 24, 2005 between the Company and Spell Capital Partners Fund I, L.P. have been terminated, (B) the Member Control Agreement of Cxxxxxxxxxx, LLC dated February 2, 1999 as amended has set the number of governors at no less than eight (8) and that is has been terminated, and (C) all agreements entered into in connection with any of the foregoing, have all been terminated, or shall be terminated, without any liability to the Acquired Companies or to Buyer and its Affiliates therefor; (ix) a termination and estoppel in a form reasonably acceptable to Buyer executed by Mxxx Xxxxx X. Xxxxxx whereby he terminates his existing employment agreement and acknowledges that the Company has fulfilled all of its obligations thereunder (including any severance obligations); (x) a certificate executed by Sellers with regard to the conditions set forth in Sections 7.1 and 7.2(a); (xi) an executed amendment in the form attached hereto as EXHIBIT 2.4(aExhibit 2.4(a)(xi) (the "Consulting -------------- Agreement");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 (the "Sellers' Closing Certificate")hereto; (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (viixii) such other documents and instruments as Buyer may shall reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of consummate the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below):shall deliver: (i) such Seller's share the sum of $15,975,000 (which equals 7.5% of the Purchase Price as set forth in instructions Price) (the “Escrow Amount ”) to the Escrow Agent by wire transfer of immediately available funds to be provided by Sellers together held in accordance with the Pro Forma Balance Sheet.Escrow Agreement; (ii) any consulting fees or other compensation required to be paid at Closing pursuant an amount specified in each Payoff Letter directly to the terms of lender that issued the Consulting AgreementPayoff Letter, each in accordance with the Non-Competition Agreements and/or instructions specified in the Employment Agreementsrelevant Payoff Letter; (iii) an amount specified in each Fee Statement Letter directly to the Consulting AgreementRepresentative of the Acquired Companies that issued the Fee Statement Letter, each in accordance with the Non-Competition Agreements and instructions specified in the Employment Agreements, all executed by Buyerrelevant Fee Statement Letter;] (iv) the Closing Bonuses to the Closing Bonus Payees (net of any amounts required to be withheld by, and applicable employment taxes to be paid by, the Company or Buyer pursuant to applicable law, which amounts Buyer agrees to timely pay or cause the Company to be paid as required pursuant to law), in accordance with the instructions specified in the Closing Proceeds Statement described in Section 2.6; (v) reasonable evidence that the cost and expenses in connection with the new Title Policies and the Environmental Policies described in Section 7.6 have been paid in full; (vi) an amount equal to the Closing Proceeds to the Sellers in the manner set forth on the Closing Proceeds Statement described in Section 2.6, by wire transfer of immediately available funds; (vii) the amount set forth in a certificate executed by the Company’s Chief Financial Officer, which amount shall equal the costs paid or payable by the Company as of the Closing Date in order to make the Company’s financial statements and processes compliant with the federal securities laws, in accordance with the instructions specified in such certificate; (viii) a certificate executed by Buyer with regard to the effect that, except as otherwise stated conditions set forth in such certificate, each Sections 8.1 and 8.2(a); (ix) a reasonably current long-form good standing certificate (or equivalent document) for Buyer issued by the Secretary of Buyer's representations and warranties in this Agreement was accurate in all material respects as State of the date State of this Agreement Delaware; and (x) such other documents and is accurate in all material respects instruments as of Sellers shall reasonably request to consummate the Closing Date as if made on the Closing Date (the "Buyer's Closing Certificate")Contemplated Transactions. (vc) opinion(s) of counsel, dated the Closing Date, Buyer and Sellers’ Representative shall enter into an escrow agreement in the form of EXHIBIT 2.4(b)(vExhibit 2.4(c) (the “Escrow Agreement”); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, The Company will deliver or cause to be delivered to the Buyer: (i) certificates representing the SharesThe Acquired Assets, duly endorsed (or accompanied by duly executed stock powers), with signatures free and clear of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyerall Encumbrances other than Permitted Encumbrances; (ii) the Consulting Agreements Sxxxxx Employment Agreement, executed by Xxxxx X. Xxxxxx Sxxxxx; (iii) agreements in the form attached hereto as EXHIBIT 2.4(aExhibit 2.5(a)(iii) executed by each of the employees and independent contractors of the Company identified on Schedule 2.5(a)(iii) (the "Consulting -------------- Agreement"“Producer Agreements”);] (iiiiv) separate Employment Agreements for Xxxxx X. Xxxxxxx confidentiality, non-solicitation and Xxxx X. Xxxxxxx and assignment agreements in the form attached hereto as EXHIBIT ------- 2.4(a)(iiiExhibit 2.5(a)(iv) executed by each of the employees and independent contractors of the Company identified on Part I of Schedule 2.5(a)(iv) (the "Employment “Nondisclosure Agreements"”);] ----------- (ivv) agreements in the form attached hereto as Exhibit 2.5(a)(v) executed by each of the brokers identified on Schedule 2.5(a)(v) (the “Broker Agreements”); (vi) amendments to each of the Independent Contractor Agreements other than the Rxxxxxx Agreement, each in form satisfactory to the Buyer in its sole discretion, executed by BIA and/or NVIA, as applicable, and by the applicable Independent Contractor; (vii) an executed copy of Schedule 2.2(b) in form and substance satisfactory to the Buyer in its sole discretion; (viii) a certificate executed by Sellers each of BIA and the Company NVIA representing and warranting to the Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) each of Sellers' Company’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 except (A) for any changes resulting from activities or transactions which may have taken place after the "Sellers' Closing Certificate")date hereof and are permitted or contemplated by this Agreement or which have been entered into or have otherwise occurred in the Ordinary Course of Business and (B) except to the extent that such representations and warranties are made as of another specified date and, as to such representations and warranties, the same shall be true as of such specified date; (vix) opinion(sa resolution of BIA’s board of directors authorizing BIA’s execution and delivery of this Agreement and the consummation of the Contemplated Transactions; (x) a resolution of counselNVIA’s board of directors authorizing NVIA’s execution and delivery of this Agreement and the consummation of the Contemplated Transactions; (xi) a Certificate of Fact issued by the SCC for each of BIA and NVIA, in each case dated not earlier than ten (10) days prior to the Closing Date; and (xii) such bills of sale, in endorsements, assignments and other documents as are necessary to transfer to the form Buyer good and valid title to the Acquired Assets, free and clear of EXHIBIT 2.4(a)(vall Encumbrances other than Permitted Encumbrances. (b) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for The Buyer will deliver to the Company: (i) the Closing have been obtainedPayment; (ii) the Sxxxxx Employment Agreement, including without limitation those of executed by the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below): (i) such Seller's share of the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by the Buyer to the effect that, except as otherwise stated in such certificate, that each of the Buyer's ’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 except (A) for any changes resulting from activities or transactions which may have taken place after the "Buyer's Closing Certificate"). (v) opinion(s) of counsel, dated the Closing Date, date hereof and are permitted or contemplated by this Agreement or which have been entered into or have otherwise occurred in the form Ordinary Course of EXHIBIT 2.4(b)(v); Business and ----------------- (viB) except to the extent that such other documents representations and warranties are made as Sellers may reasonably request for of another specified date and, as to such representations and warranties, the purpose same shall be true as of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactionssuch specified date.

Closing Obligations. At the Closing: (a) Sellers Seller or the CompanyParent Entity, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Sharessuch bills of sale, duly endorsed (or accompanied by duly executed stock powers)endorsements, with signatures of Sellers in attendance at Closing notarized at Closingconsents, assignments, and signatures other good and sufficient instruments of Sellers not conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in attendance guaranteed by a commercial bank or by a member firm the Buyer good and marketable title in and to all the Company Assets, together with copies of all the New York Stock Exchangecontracts, for transfer agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to Buyer;the Company Assets. (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement"2.4(a)(ii);]. ------------------ (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as EXHIBIT Exhibit --------------------- ------- 2.4(a)(iii) 2.4(a)(iii)-2 (the "Employment Agreements");] -----------; ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Sellers Seller and the Company Parent Entity representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of Seller's and the Organizational Documents; and (B) each of Sellers' Parent Entity'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 (the "Sellers' Seller's Closing Certificate"); (vvi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); andand ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Sellers Seller of, or the compliance by Sellers Seller with, any covenant or obligation required to be performed or complied with by the SellersSeller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each the Seller (or to such other Persons designated below): (i) such Seller's share the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as set forth provided in instructions to be provided by Sellers together with the Pro Forma Balance Sheet.Sections 2.2(a) and 2.5 below); (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements Agreement and the Employment Agreements, all executed by Buyer;] (iviii) a certificate executed by Buyer representing and warranting to the effect that, except as otherwise stated in such certificate, Seller and the Parent Entity that each of Buyer'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 (the "Buyer's Closing Certificate"). (viv) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(vExhibit 2.4(b)(iv); and -----------------and (viv) such other documents as Sellers Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, Seller will deliver or cause to be delivered to Buyer: (i) a certificate or certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with all necessary transfer tax and other revenue stamps acquired at Seller's expense, affixed and canceled free and clear of all encumbrances and with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyerbank; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx a release in the form attached hereto as EXHIBIT 2.4(aof Exhibit 2.4(a)(ii) executed by Seller, UAM and the Acquired Companies (the "Consulting -------------- AgreementMutual Release");]; and (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a certificate executed by Sellers and the Company representing and warranting a duly authorized officer of Seller, which officer shall be a Senior Executive, stating to Buyer that (A) there have been no material changesthat, amendments or modifications of or to the then current Organizational Documents Knowledge of the Company since the date of such officer, each of the Organizational Documents; and (B) each of Sellers' Seller's representations and warranties in this Agreement was materially accurate in all material respects as of the date of this Agreement and is materially 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 "Sellers' Closing Certificate"Disclosure Letter made by Seller and delivered to Buyer prior to the Closing); (iv) the Guaranty to Buyer in the form of Exhibit 2.4(a)(iv) executed by UAM; (v) opinion(s) of counsel, dated the Closing Date, Indemnity to Buyer in the form of EXHIBIT Exhibit 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyerexecuted by UAM; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other additional documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to described in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions7.4. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Seller's designee: (i) such Seller's share by wire transfer of immediately available federal funds in the Purchase Price as set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet.amount of Twenty Million Dollars ($20,000,000.00); and (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by a duly authorized officer of Buyer stating to Seller that, to the effect that, except as otherwise stated in Knowledge of such certificateofficer, each of Buyer's representations and warranties in this Agreement was materially accurate in all material respects as of the date of this Agreement and is materially accurate in all material respects as of the Closing Date as if made on the Closing Date (the "Buyer's Closing Certificate")Date. (viii) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other additional documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to described in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions8.3.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers or the Companyshall deliver, as applicable, will deliver or cause to be delivered delivered, to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx releases in substantially the form attached hereto as EXHIBIT 2.4(a) Exhibit A, executed by each of the Sellers (the "Consulting -------------- Agreement"“Releases”);] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and a consulting agreement in substantially the form attached hereto as EXHIBIT ------- 2.4(a)(iii) Exhibit B, executed by Dxxxx Xxxxxxx (the "Employment Agreements"“Consulting Agreement”);] ----------- (iv) a certificate employment agreements in substantially the form attached hereto as Exhibit C, executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; Txx Xxxxxxxxxx, Axxxx Xxxxx, Bxxxx Xxxxxx, Txx Xxxxx, Kxxxx Xxxxxxxx, Cxxxxxxxx Xxxxxxx, Bxxxxx Xxxxx, Axxxx Xxxxx, Rxx Xxxxxx, Kxxxx Xxxxxxxx, Txxxxx Xxxxxxxx and (B) 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 Lxxx Xxxxxx (the "Sellers' Closing Certificate"“Employment Agreements”); (v) opinion(s) of counsela noncompetition, dated the Closing Date, nondisclosure and nonsolicitation agreement in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in substantially the form attached hereto as EXHIBIT 2.4(a)(vi) Exhibit D, executed by Dxxxx Xxxxxxx (the "Non-Competition Agreements"“Noncompetition Agreement”); and; (vi) an escrow agreement relating to the Cash Escrow in substantially the form attached hereto as Exhibit E, executed by Sellers and the Escrow Agent (the “Cash Escrow Agreement”); (vii) such other documents an escrow agreement relating to the Escrow Stock in substantially the form attached hereto as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b)Exhibit F, (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance executed by Sellers ofand the Escrow Agent (the “Stock Escrow Agreement”); (viii) an escrow agreement relating to the Guaranty Escrow in substantially the form attached hereto as Exhibit G, or the compliance executed by Sellers withand the Escrow Agent (the “Guaranty Escrow Agreement”); (ix) a cross receipt in substantially the form attached hereto as Exhibit H, any covenant or obligation required to be performed or complied with executed by Pxxx Xxxxxx; (x) Legal Opinion of Vxxxxxx LLP in the form set forth as Exhibit I; (xi) Lease Agreement in substantially the form attached hereto as Exhibit J, executed by the SellersCompany and MOR Montpelier 3 LLC (the “New Lease”); (xii) an agreement in substantially the form attached hereto as Exhibit K, or executed by Dxxxx Xxxxxxx, the Company and Buyer (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions“Payoff Agreement”). (b) Buyer will deliver shall deliver, or caused to each Seller (be delivered, to Sellers or to such other Persons designated below):the Escrow Agent, as applicable: (i) such Seller's share the Cash Consideration to Sellers by wire transfer of immediately available funds to an account specified in writing by Sellers, to be allocated pursuant to the Purchase Price as percentages set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet.on Schedule 1.4(b)(i); (ii) any consulting fees or other compensation required to be paid at Closing pursuant the Cash Escrow Agreement, executed by Buyer and the Escrow Agent, together with the delivery to the terms Escrow Agent of the Consulting Agreement, Cash Escrow by wire transfer to an account specified by the Non-Competition Agreements and/or the Employment AgreementsEscrow Agent; (iii) the Stock Escrow Agreement, executed by Buyer and the Escrow Agent, together with the delivery to the Escrow Agent of the stock certificates for the Escrow Stock; (iv) the Guaranty Escrow Agreement, executed by Buyer and the Escrow Agent, together with the delivery to the Escrow Agent of the Guaranty Escrow by wire transfer to an account specified by the Escrow Agent; (v) the Consulting Agreement, the Non-Competition Agreements and executed by Buyer; (vi) the Employment Agreements, all executed by Buyer;] (ivvii) a certificate the Noncompetition Agreement, executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer'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 (the "Buyer's Closing Certificate").; (vviii) opinion(s) of counselthe New Lease, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v)executed by Buyer; and -----------------and (viviii) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a)Payoff Agreement, (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with executed by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, The Seller will deliver or cause to be delivered to the Buyer: (i) certificates representing the Shares, duly endorsed by the respective owners thereof (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to the Buyer in form and substance satisfactory to the Buyer; (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx an employment and noncompetition agreement in the form of the letter agreement attached hereto as EXHIBIT 2.4(a) Exhibit 2.2(a)(ii), executed by the Seller (the "Consulting -------------- “Employment Agreement"”);] (iii) separate Employment Agreements a lease for Xxxxx X. Xxxxxxx the principal executive offices and Xxxx X. Xxxxxxx and laboratory of the Company in the form of Exhibit 2.2(a)(iii) attached hereto hereto, executed by Seller’s affiliated entity Oakwood Associates, LLC and by a representative of Buyer serving as EXHIBIT ------- 2.4(a)(iii) an officer, and on behalf, of the Company (the "Employment Agreements"“Lease”);] ----------- (iv) the Disclosure Letter executed by the Seller to Buyer concurrently with the execution and delivery of this Agreement; (v) a certificate executed by Sellers and the Company Seller representing and warranting to the Buyer that (Ax) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) each of Sellers' Seller’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; and (y) the Seller and the Company have satisfied all conditions set forth in Section 6 of this Agreement which have not been waived by Buyer; (vi) executed resignations, effective as of the Closing Date of each officer and director of the Company; (vii) copies of all consents required pursuant to Section 3.3(b) of this Agreement; (viii) an opinion of Xxxxxx Xxxxxxxxxxx Xxxxxxx LLP, dated as of the Closing Date, in the form of Exhibit 2.2(a)(viii) attached hereto; (ix) possession or control of the corporate seal, all books of account, minute books, stock record books, and other records of the Company then in the possession or control of the Seller or his representatives; (x) copies of the Company’s organizational documents, certified by a Secretary or Assistant Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; a complete list of the officers and directors of the Company, certified by a Secretary or Assistant Secretary of the Company to be true and correct as of the Closing Date; a long form certificate of good standing from the Secretary of State of the State of New York showing all documents filed in such office with regard to the Company; a tax clearance certificate and good standing certificate from New York; copies of resolutions adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by a Secretary or Assistant Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; and (xi) written proof of payment of the Company’s estimated U.S. federal tax payment for the tax year ended June 30, 2006, in the amount of US$820,000. (b) The Buyer will deliver to the Seller: (i) $42,950,000 by wire transfer to an account or accounts specified by the Seller for the Seller’s Shares and $6,000,000 by wire transfer to an account specified by the Escrow Agent for the Employee Shares, to be disbursed by the Escrow Agent in accordance with Section 1.2; (ii) a certificate executed by the Buyer representing and warranting to the Seller that (x) each of the 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 and (y) the "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that Buyer has satisfied all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each Seller (or to such other Persons designated below): (i) such Seller's share of the Purchase Price as conditions set forth in instructions to be provided by Sellers together with the Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms Section 5 of the Consulting this Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) a release and covenant not to xxx Seller in the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyerform of Exhibit 2.2(b)(iii) attached hereto;] (iv) a certificate the Employment Agreement executed by a representative of Buyer to the effect thatserving as an officer, except as otherwise stated in such certificateand on behalf, each of Buyer's representations PerkinElmer Life 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 (the "Buyer's Closing Certificate").Analytical Sciences; and (v) opinion(s) the Lease executed by a representative of counselBuyer serving as an officer, dated the Closing Dateand on behalf, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated TransactionsCompany.

Closing Obligations. At On the ClosingClosing Dates: (a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer;: (ii) the Consulting Agreements Consultant Contract executed by Xxxxx X. Xxxxxx Sellers in the form of EXHIBIT 2.4 (a)(ii) attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Consultant Contract"); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "Johnxxx Xxxloyment Agreement");] (iiiiv) separate Employment Agreements for Xxxxx X. the Sellers Release executed by Xxxxxxx and Xxxx X. Xxxxxxx and in the form of EXHIBIT 2.4(a)(IV) attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements")hereto;] ----------- (ivv) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 Dates as if made on the Closing Date (the "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated TransactionsDates. (b) Buyer will deliver to each Seller (or to such other Persons designated below):Sellers: (i) such Seller's share of the Purchase Price as set forth in instructions Cash Consideration according to be provided Sellers' wire transfer instructions, the First Note executed by Sellers together with Buyer, the Pro Forma Balance Sheet.Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer; (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of Consultant Contract executed by the Consulting Agreement, the Non-Competition Agreements Company and/or the Employment AgreementsBuyer; (iii) the Consulting Agreement, the Non-Competition Agreements and the Johnson Employment Agreements, all Agreement executed by the Company and/or Buyer;] (ivix) xxx Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, that each of Buyer'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 Dates as if made on the Closing Date (the "Buyer's Closing Certificate")Dates. (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Sellers Seller or the CompanyParent Entity, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Sharessuch bills of sale, duly endorsed (or accompanied by duly executed stock powers)endorsements, with signatures of Sellers in attendance at Closing notarized at Closingconsents, assignments, and signatures other good and sufficient instruments of Sellers not conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in attendance guaranteed by a commercial bank or by a member firm the Buyer good and marketable title in and to all the Company Assets, together with copies of all the New York Stock Exchangecontracts, for transfer agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to Buyer;the Company Assets. (ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement"Exhibit 2.4(a)(ii);]. ------------------ (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) --------------------- Exhibit 2.4(a)(iii)-2 (the "Employment Agreements");] -----------; --------------------- (iv) the Non-Competition Agreement in the form attached hereto as Exhibit 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Sellers Seller and the Company Parent Entity representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of Seller's and the Organizational Documents; and (B) each of Sellers' Parent Entity'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 (the "Sellers' Seller's Closing Certificate"); (vvi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT Exhibit 2.4(a)(vi) (the "Non-Competition Agreements"); andand ------------------ (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Sellers Seller of, or the compliance by Sellers Seller with, any covenant or obligation required to be performed or complied with by the SellersSeller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to each the Seller (or to such other Persons designated below): (i) such Seller's share the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as set forth provided in instructions to be provided by Sellers together with the Pro Forma Balance Sheet.Sections 2.2(a) and 2.5 below); (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements Agreement and the Employment Agreements, all executed by Buyer;] (iviii) a certificate executed by Buyer representing and warranting to the effect that, except as otherwise stated in such certificate, Seller and the Parent Entity that each of Buyer'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 (the "Buyer's Closing Certificate"). (viv) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(b)(vExhibit 2.4(b)(iv); and ----------------------------------- (viv) such other documents as Sellers Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.