Common use of Closing Obligations Clause in Contracts

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall deliver to Buyer: (i) stock certificates representing the Shares, dully endorsed in blank or accompanied by stock powers in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof; (ii) a lock-up agreement in the form of Exhibit 2.5(a)(ii), duly executed by Seller (the “Lock-up Agreement”); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment 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 Seller and the Company as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Buyer shall deliver to Seller: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing Date; (ii) the Employment Agreements duly executed by Buyer; (iii) the Investment Letter duly executed by Buyer; and (iv) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Boynton will deliver to Buyer: (i) stock certificates representing all of the Sharesissued and outstanding shares of capital stock of Selene, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form powers), for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up agreement releases in the form of Exhibit 2.5(a)(ii), duly 2.4(a)(ii) executed by Seller Boynton (the “Lock-up Agreement”collectively, "Boynton Releases"); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly a certificate executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment 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, Boynton in the form of Exhibit 2.5(a)(vii), duly executed by such directors 2.4(a)(iii) representing and officers; (viii) a certificate executed by Seller and the Company as warranting to the accuracy Buyer that each of their Boynton'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 giving full effect to any supplements to the Disclosure Letter delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.28.5 ("Seller's Disclosure Letter"); (ixiv) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein[omitted]; (xv) any and all a non-compete agreement in the form of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the CompanyExhibit 2.4(a)(v); and (xivi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction a recent certificate of good standing of Selene, certified resolutions of the conditions Board of Directors of Selene with respect to the Contemplated Transactions in form reasonably satisfactory to counsel to Buyer, and compliance with resignations by all directors and officers of Selene and an instrument which elects designees of Buyer as the covenants set forth in this Agreementsuccessor directors and officers of Selene. (b) Buyer shall Bie will deliver to SellerBuyer: (i) $1,000,000 in cash certificates representing all of the issued and outstanding shares of capital stock of JBE, duly endorsed, or accompanied by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing Dateduly executed stock powers; (ii) releases in the Employment Agreements duly executed by Buyer; (iii) the Investment Letter duly executed by Buyer; and (iv) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction form of the conditions and compliance with the covenants set forth in this Agreement.Exhibit 2.4(b)

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller Sellers shall deliver to Buyer: (i) stock certificates representing the Shares, dully endorsed in blank (or accompanied by stock powers executed in blank) and otherwise in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof; (ii) the Organizational Documents of the Company filed with any Governmental Body in connection with its organization, duly certified as of a lock-up agreement recent date by the Secretary of State or other appropriate authority of the jurisdiction of 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 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 Closing 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) releases in the form of Exhibit 2.5(a)(ii), duly 2.4(a)(v) executed by Seller (the “Lock-up Agreement”)Sellers; (iiivi) the Disclosure Letter executed by Sellers; and (vii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx of Exhibit 2.4(a)(vii), executed by Xxxxx X. Xxxxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment 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 Seller and the Company as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Buyer shall deliver to SellerSellers’ Representative: (i) $1,000,000 a certificate for the shares of the Consideration Shares to be issued to each Seller, registered in cash by wire transfer to an account specified by the name of such Seller and containing the legend set forth in a writing delivered to Buyer on the Closing DateSection 3.19(e); (ii) the Employment Agreements duly letters of resignation executed by Buyer; (iii) Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx pursuant to which they each resign as a director and officer of Buyer effective the Investment Letter duly executed by Buyerday after the Closing Date; and (iv) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller Sellers shall deliver to Buyer: (i) stock certificates representing the SharesStock, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form powers) for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up agreement assignments of the Interests to Buyer, in the form of Exhibit 2.5(a)(ii), duly 2.4(a)(ii) executed by Seller (the “Lock-up Agreement”)Cxxxxxxxxxx Sellers; (iii) an employment agreement releases in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly of Exhibit 2.4(a)(iii) executed by Xxxxxx Xxxxxx Sellers (the collectively, “Xxxxxx Xxxxxx Employment AgreementSellers’ Releases”); (iv) an employment agreement 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 the form reasonably acceptable each state in which such Person is qualified to Xxxx Xxxx and Buyer, duly executed by Xxxx Xxxx (the “Xxxx Xxxx Employment Agreement”)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 employment agreement 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 Xxxxxx Xxxxxx and Buyer, duly Buyer executed by Xxxxxx Xxxxxx Mxxx Xxxxx 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(a)(xi) hereto; (xii) such other documents and instruments as Buyer shall reasonably request to consummate the Contemplated Transactions. (b) Buyer shall deliver: (i) the sum of $15,975,000 (which equals 7.5% of the Purchase Price) (the “Xxxxxx Xxxxxx Employment Agreement” and together Escrow Amount ”) to the Escrow Agent by wire transfer of immediately available funds to be held in accordance with the Xxxxxx Xxxxxx Employment Agreement Escrow Agreement; (ii) an amount specified in each Payoff Letter directly to the lender that issued the Payoff Letter, each in accordance with the instructions specified in the relevant Payoff Letter; (iii) an amount specified in each Fee Statement Letter directly to the Representative of the Acquired Companies that issued the Fee Statement Letter, each in accordance with the instructions specified in the relevant Fee Statement Letter; (iv) the Closing Bonuses to the Closing Bonus Payees (net of any amounts required to be withheld by, and Xxxx Xxxx Employment Agreementapplicable employment taxes to be paid by, the “Employment Agreements”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 assignment agreement amount equal to the Closing Proceeds to the Sellers in the form reasonably acceptable to Seller and Buyer, assigning all of those certain non-disclosure agreements manner set forth on the schedule attached theretoClosing Proceeds Statement described in Section 2.6, duly executed by Seller and the Companywire transfer of immediately available funds; (vii) written resignation letters of all officers and directors 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 of members of all processes compliant with the boards committeesfederal securities laws, in accordance with the form of Exhibit 2.5(a)(vii), duly executed by instructions specified in such directors and officerscertificate; (viii) a certificate executed by Seller and the Company as Buyer with regard to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing Date conditions set forth in accordance with Section Sections 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.28.2(a); (ix) a reasonably current long-form good standing certificate of (or equivalent document) for Buyer issued by the Secretary of each State of the Seller and the Company certifying, as complete and accurate as State of the Closing, attached copies of the Governing Documents of Seller and the Company, certifying and attaching all requisite resolutions or actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein;Delaware; and (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents and instruments as Buyer and its counsel may Sellers shall reasonably request to demonstrate satisfaction of consummate the conditions and compliance with the covenants set forth in this AgreementContemplated Transactions. (bc) Buyer and Sellers’ Representative shall deliver to Seller: enter into an escrow agreement in the form of Exhibit 2.4(c) (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing Date; (ii) the Employment Agreements duly executed by Buyer; (iii) the Investment Letter duly executed by Buyer; and (iv) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this “Escrow Agreement”).

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall The Shareholder will deliver to BuyerTGI: (i) stock certificates representing the Sharesher shares of Company Common Stock, dully duly endorsed in blank for transfer to TGI (or accompanied by duly executed stock powers in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofpowers); (ii) releases and resignations from the officers and directors of the Company duly executed by such parties; (iii) a lock-up noncompetition agreement in the form of Exhibit 2.5(a)(ii), duly "B," executed by Seller the Shareholder (the “Lock-up "Noncompetition Agreement”); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement”"); (iv) an employment escrow agreement in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly of Exhibit "C," executed by Xxxx Xxxx the Shareholder (the “Xxxx Xxxx Employment "Escrow Agreement”"); (v) an employment a subscription agreement for the shares of TGI Common Stock to be issued in the Merger in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx of Exhibit "D" (the “Xxxxxx Xxxxxx Employment "Subscription Agreement” and together with the Xxxxxx Xxxxxx Employment Agreement and Xxxx Xxxx Employment Agreement, the “Employment Agreements”"); (vi) an assignment agreement a promissory note in the form reasonably acceptable to Seller and Buyer, assigning all amount 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, $300,000 in the form of Exhibit 2.5(a)(vii), duly "E," executed by such directors the Shareholder, guaranteed by Xxxxxx X. Xxxxxxx, and officers; (viii) secured by a certificate executed by Seller and the Company as pledge of TGI Common Stock, issued to the accuracy Shareholder in connection herewith (the "Shareholder's Promissory Note") in consideration of their representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 loan by TGI to the incumbency and signatures Shareholder in the amount of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company)$300,000; and (xivii) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction an unconditional guarantee (the "Guarantee") of the conditions and compliance with the covenants set forth $200,000 Promissory Note of Xxxxxx X. Xxxxxxx to TGI in this Agreementa form to be agreed upon. (b) Buyer shall TGI will deliver to Seller: (i) $1,000,000 the Shareholder a share certificate representing the TGI Common Stock issued in cash by wire transfer to an account specified by Seller the Merger in a writing delivered to Buyer on the Closing Date; (ii) the Employment Agreements duly executed by Buyer; (iii) the Investment Letter duly executed by Buyer; and (iv) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction name of the conditions Shareholder, and compliance with the covenants set forth face amount of the Shareholder's Promissory Note in this Agreementcash.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at On the ClosingClosing Dates: (a) Seller shall Sellers will deliver to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank or accompanied by duly executed stock powers in proper form powers, for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof;Buyer: (ii) a lock-up agreement the Consultant Contract executed by Sellers in the form of Exhibit 2.5(a)(ii), duly executed by Seller EXHIBIT 2.4 (a)(ii) attached hereto (the “Lock-up Agreement”"Consultant Contract"); (iii) an employment agreement the Employment Agreement executed by Johnson in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx of EXHIBIT 2.4 (a)(III) attached hereto (the “Xxxxxx Xxxxxx Employment "Johnxxx Xxxloyment Agreement”"); (iv) an employment agreement the Sellers Release executed by Xxxxxxx in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly executed by Xxxx Xxxx (the “Xxxx Xxxx Employment Agreement”)of EXHIBIT 2.4(a)(IV) attached hereto; (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 minute book of the Company, and of members of all containing the boards committees, in the form of Exhibit 2.5(a)(vii), duly executed by such directors and officers;stock transfer records; and, (viiivi) a certificate executed by Seller Sellers representing and the Company as warranting to the accuracy Buyer that each of their Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date in accordance with Section 8.1 and Dates as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before if made on the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementDates. (b) Buyer shall will deliver to SellerSellers: (i) $1,000,000 in cash by the Cash Consideration according to Sellers' wire transfer to an account specified instructions, the First Note executed by Seller in a writing delivered to Buyer, the 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 on and the Closing DateWarrant Agreement executed by Buyer; (ii) the Employment Agreements duly Consultant Contract executed by the Company and/or Buyer; (iii) the Investment Letter duly Johnson Employment Agreement executed by the Company and/or Buyer; (ix) 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, (ivvi) such other documents a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions date of this Agreement and compliance with is accurate in all respects as of the covenants set forth in this AgreementClosing Dates as if made on the Closing Dates.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form for transferpowers), with appropriate 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 tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up agreement the Consulting Agreements executed by Xxxxx X. Xxxxxx in the form of Exhibit 2.5(a)(ii), duly executed by Seller attached hereto as EXHIBIT 2.4(a) (the “Lock-up "Consulting -------------- Agreement”");] (iii) an employment agreement separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx attached hereto as EXHIBIT ------- 2.4(a)(iii) (the “Xxxxxx Xxxxxx "Employment Agreement”Agreements");] ----------- (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 Seller Sellers and the Company as representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the accuracy then current Organizational Documents of their 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 accordance with 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 8.1 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and as to their warranties, (3) evidencing the performance by Sellers of, or the compliance with and performance of their covenants and obligations by Sellers with, any covenant or obligation required to be performed or complied with at by the Sellers, or before (4) otherwise facilitating the Closing Date in accordance with Section 8.2; (ix) a certificate consummation or performance of any of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementContemplated Transactions. (b) Buyer shall will deliver to Seller:each Seller (or to such other Persons designated below): (i) $1,000,000 such Seller's share of the Purchase Price as set forth in cash instructions to be provided by wire transfer to an account specified by Seller in a writing delivered to Buyer on Sellers together with the Closing Date;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 duly executed by BuyerAgreements; (iii) the Investment Letter duly Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all 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 Seller and its counsel Sellers may reasonably request for the purpose of (1) enabling its counsel to demonstrate satisfaction 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 conditions and compliance with the covenants set forth in this AgreementContemplated Transactions.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) The Seller shall will deliver to the Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank by the respective owners thereof (or accompanied by duly executed stock powers powers), for transfer to the Buyer in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient and substance satisfactory to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up an employment and noncompetition agreement in the form of the letter agreement attached hereto as Exhibit 2.5(a)(ii2.2(a)(ii), duly executed by the Seller (the “Lock-up Employment Agreement”); (iii) an employment agreement a lease for the principal executive offices and laboratory of the Company in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyerof Exhibit 2.2(a)(iii) attached hereto, duly executed by Xxxxxx Xxxxxx Seller’s affiliated entity Oakwood Associates, LLC and by a representative of Buyer serving as an officer, and on behalf, of the Company (the “Xxxxxx Xxxxxx Employment AgreementLease”); (iv) an employment agreement in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly Disclosure Letter executed by Xxxx Xxxx (the “Xxxx Xxxx Employment Seller to Buyer concurrently with the execution and delivery of this 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 the Seller representing and the Company as warranting to the accuracy Buyer that (x) each of their the Seller’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 Seller and the Company have satisfied all conditions set forth in accordance with Section 8.1 and 6 of this Agreement which have not been waived by Buyer; (vi) executed resignations, effective as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before 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 accordance with Section 8.2the 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 each State of the Seller 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 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 actions of Seller’s and the Company’s board of directors and shareholders approving authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated herein and certifying to the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records hereby, certified by a Secretary or Assistant Secretary of the Company (includingto be true, but not limited tocorrect, books of account complete and other financial Records in full force and effect and unmodified as of the Company, the minute books of the Company and other similar Records of the Company)Closing Date; and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction written proof of payment of the conditions and compliance with Company’s estimated U.S. federal tax payment for the covenants set forth tax year ended June 30, 2006, in this Agreementthe amount of US$820,000. (b) The Buyer shall will deliver to the Seller: (i) $1,000,000 in cash 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 Seller the Escrow Agent for the Employee Shares, to be disbursed by the Escrow Agent in a writing delivered to Buyer on the Closing Dateaccordance with Section 1.2; (ii) the Employment Agreements duly 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 Buyer has satisfied all conditions set forth in Section 5 of this Agreement; (iii) a release and covenant not to xxx Seller in the Investment Letter duly form of Exhibit 2.2(b)(iii) attached hereto; (iv) the Employment Agreement executed by Buyera representative of Buyer serving as an officer, and on behalf, of PerkinElmer Life and Analytical Sciences; and (ivv) such other documents the Lease executed by a representative of Buyer serving as Seller an officer, and its counsel may reasonably request to demonstrate satisfaction on behalf, of the conditions and compliance with the covenants set forth in this AgreementCompany.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form for transferpowers), with appropriate signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up agreement releases in the form of Exhibit 2.5(a)(ii), duly 2.4(a)(ii) executed by Seller Sellers (the “Lock-up Agreement”collectively, "Seller's Releases"); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx X. Xxxxxxx (the “Xxxxxx Xxxxxx "Employment 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 noncompetition 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)(vii2.4(a)(iv), duly executed by such directors and officers;Sellers (collectively, the "Noncompetition Agreements"); and (viiiv) a certificate executed by Seller Sellers representing and the Company as warranting to the accuracy Buyer that each of their Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company5.5); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Buyer shall will deliver to SellerSellers: (i) $1,000,000 433,333 share certificates in cash by wire transfer the form of Rule 144 of the Securities Act stock of Buyer, which stock shall be registered with the Security Exchange Commission pursuant to an account specified by Seller in a writing delivered to Buyer on Section 4.6 hereof ("Registered Stock"), and distributed amongst the Closing DateSellers; (ii) share certificates in the Employment Agreements duly executed 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 held by Buyerthe escrow agent referred to in Section 2.4(c); (iii) the Investment Letter duly 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 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 (iv) such other documents as Seller the Employment Agreement, executed by Buyer. (c) Buyer and its counsel may reasonably request to demonstrate satisfaction Sellers will enter into an escrow agreement in the form of Exhibit 2.4(c) (the conditions and compliance "Escrow Agreement") with the covenants set forth in this AgreementXxxxx X. Xxxxxx.

Closing Obligations. In addition Subject to any other documents to be delivered under other provisions of this AgreementSection 2.3A, at the Closing: (a) Seller shall Company and the Stockholders will deliver to Buyer: (i) one or more certificates (or indemnities in the agreed upon form in respect of lost certificates) representing 100% of the issued and outstanding capital stock certificates representing of the SharesCompany on a fully diluted basis, dully endorsed in blank or accompanied by duly executed stock powers in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient forms to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up agreement written resignations in the form of Exhibit 2.5(a)(ii), duly agreed terms executed by Seller the officers and directors of Group identified in sub-Sections (xi) and (c) below, effective as of the “Lock-up Agreement”)Closing Date; (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly written resignations executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement”)external auditors of Company, effective as of the Closing Date, to the extent permissible under applicable laws and regulations; (iv) an employment agreement all corporate seals of Group to the extent not in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly executed by Xxxx Xxxx (possession of the “Xxxx Xxxx Employment Agreement”)Group; (v) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, Deed of Release 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”);parties thereto; and (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, Escrow Agreement duly executed by Seller and the CompanyStockholders; (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), US Reorganization Documents duly executed by such directors and officersthe parties thereto; (viii) a certificate executed by Seller true and the Company as to the accuracy complete copy of their representations and warranties as each of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2Insurance Policies; (ix) a certificate of forms to amend the Secretary of each of mandates given to the Seller relevant banks and other financial institutions in such manner as Buyer shall direct (such instructions to be given to the Company certifying, as complete and accurate as of the at least ten (10) Business Days prior to Closing, attached copies of the Governing Documents of Seller and the Company, certifying and attaching all requisite resolutions or actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein); (x) any the Sellers shall procure that a board meeting of Company is held on the Closing Date at which: (A) Xxxxx Xxxxxxxxx, Xxxxx Xxxx, Xxxxxxx Xxxxxx and all Xxxxxxx Xxxxx are appointed as directors of Company and Xxxxxxx Xxxxxx is appointed secretary of Company; (B) the resignations of 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 Records external auditors of the Company (includingis accepted, but not limited to, books of account to the extent permissible under applicable laws and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); andregulations; (xiD) such other documents as Buyer and its counsel may reasonably request the stock transfers are (subject only to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement.their being duly stamped) approved for registration; (b) Buyer the Sellers shall deliver to Sellerprocure that a board meeting of each of the Subsidiaries is held on the Closing Date at which: (i) $1,000,000 the persons nominated by the Buyer in cash by wire transfer writing are appointed as directors and secretary (as applicable) provided such details are notified to an account specified by Seller in a writing delivered the Institutional Stockholder at least 10 Business Days prior to Buyer on the Closing DateClosing; (ii) the Employment Agreements duly executed resignations of the persons notified by Buyerthe Buyer are accepted provided such details are notified to the Institutional Stockholder at least 10 Business Days prior to Closing; (iii) the Investment Letter duly executed by Buyerresignation of the external auditors is accepted, to the extent permissible under applicable laws and regulations; (iv) the registered office is changed to 0-0 Xxx Xxxxx, Xxxxxx, Xxxxxxxxx XX0 0XX XX; and (v) all 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) 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 agreed form) representing 100% of the 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) such other documents as Seller 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 its counsel may reasonably request to demonstrate satisfaction (b) upon receipt by the Company of the conditions and compliance with Deed of Release, the covenants set forth Facility Repayment Amount to use solely to discharge in this Agreementfull the Burdale Facility.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofpowers); (ii) a lock-up agreement releases in the form of Exhibit 2.5(a)(ii), duly 2.4(a)(ii) executed by Seller Sellers, and in the case of trusts, the underlying beneficiaries (the collectively, “Lock-up AgreementSellers’ Releases”); (iii) an employment consulting agreements in substantially the form of Exhibit 2.4(a)(iii), executed by Xxxxxx X. Xxxx and Xxxxxxx X. Xxxx, respectively (collectively, the “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 representing and warranting to Buyer that each of Sellers’ representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (vi) the other documents required to be delivered pursuant to Section 7.4; and (b) Buyer will deliver to Sellers: (i) the cash consideration payable pursuant to Section 2.2 by wire transfer to such accounts, and in the percentages, as set forth in Part 2.2 of the Disclosure Letter; (ii) the Buyer Shares; (iii) a registration rights agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyerof Exhibit 2.4(b)(iii), duly executed by Xxxxxx Xxxxxx Buyer (the “Xxxxxx Xxxxxx Employment Registration Rights 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 Seller and the Company as Buyer to the accuracy effect that, except as otherwise stated in such certificate, each of their 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 in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before if made on the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company)Date; and (xiv) such the other documents as Buyer and its counsel may reasonably request required to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementbe delivered pursuant to Section 8.4. (b) Buyer shall deliver to Seller: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing Date; (ii) the Employment Agreements duly executed by Buyer; (iii) the Investment Letter duly executed by Buyer; and (iv) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to BuyerPurchaser: (i) stock certificates representing the Shares, dully duly endorsed in blank by the respective Seller (or accompanied by duly executed stock powers in proper form powers) for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient and assignment to pay all Taxes necessary for the transfer, filing or recording thereofPurchaser; (ii) a lock-up agreement releases in the form of Exhibit 2.5(a)(ii), duly 2.4(a)(ii) executed by Seller Sellers (the “Lock-up Agreement”collectively, "Sellers' Releases"); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment 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, containing noncompetition covenants in the form of Exhibit 2.5(a)(vii2.4(a)(iii), duly executed by such directors and officers;Sellers (collectively, "Employment Agreements"); and (viiiiv) a certificate executed by Seller Sellers representing and the Company as warranting to the accuracy Purchaser that each of their Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Purchaser prior to the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.25.5); (ixv) a certificate of the Secretary written Consents of each of the Seller and the Company certifying, as complete and accurate as Company's Investors listed in Schedule 3.27(c) of the ClosingDisclosure Letter, attached copies and of each agency or instrumentality listed in Schedule 3.14 of the Governing Documents of Seller and the CompanyDisclosure Letter, certifying and attaching all requisite resolutions or actions of Seller’s and 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 consenting to the incumbency purchase and signatures of the officers of Seller and the Company executing sale contemplated by this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company)Agreement; and (xivi) such other documents as Buyer evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and its counsel may reasonably request to demonstrate satisfaction that Wilsxx xxx been released by said bank from his guaranty of the conditions Line of Credit. Sellers represent and compliance with warrant the covenants set forth in this Agreementoutstanding 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 shall Purchaser will deliver to SellerSellers: (i) $1,000,000 in cash the following amount by wire transfer to an account account(s) specified by Seller the Sellers in a writing delivered to Buyer on the Closing Datewriting: $3,200,000; (ii) the Employment Agreements duly a certificate executed by Buyer;Purchaser to the effect that, except as otherwise stated in such certificate, each of Purchaser'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 (iii) the Investment Letter duly Employment Agreements, executed by Buyer; and (iv) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementPurchaser.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) SELLER. Seller shall execute, as appropriate, and deliver (or cause to be executed and delivered) to Buyer: (i) stock certificates Certificates representing all of the KLI Shares, dully duly endorsed in blank blank, or accompanied by duly executed stock powers powers, in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof; (ii) a lock-up agreement in Certificates representing all of the form of Exhibit 2.5(a)(ii)JSL Shares, duly executed endorsed in blank, or accompanied by Seller (the “Lock-up Agreement”); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement”)stock powers, in proper form for transfer; (iv) a copy, certified by an employment agreement officer of Seller, of minutes evidencing the corporate action referred to in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly executed by Xxxx Xxxx (the “Xxxx Xxxx Employment Agreement”Section 6.02(d);; ---------------- (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 Certificates 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 Seller and the Company as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of Existence from the Secretary of State of Tennessee for each of the Seller KLI 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; JSL dated no more than fifteen (x15) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Buyer shall deliver to Seller: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on days before the Closing Date; (iivi) the Employment Agreements duly executed 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; (iiiviii) the Investment Letter duly 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 Cooper Commercial Propxxxxxx IX, LLC and Seller; (xi) Resignations of those officers and directors of each of the Companies as requested by Buyer; and (ivxii) such other documents as Seller and its counsel may reasonably request necessary to demonstrate satisfaction of effectuate the conditions and compliance with the covenants set forth in transactions contemplated by this Agreement.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to Buyer: (i) stock certificates representing the Shares, dully Shares duly endorsed in blank for transfer or accompanied by presented with stock powers duly executed in proper form for transferblank, with appropriate such signature guarantees and such other documents as may be reasonably required by Buyer to effect a valid transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for of the transfer, filing or recording thereofShares; (ii) a lock-up agreement releases in the form of Exhibit 2.5(a)(ii), duly EXHIBIT 2.4(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 “Lock-up Agreement”collectively, "Sellers' Releases"); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment 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 each Seller representing and the Company as warranting to the accuracy Buyer that each of their 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 8.1 5.5); (iv) a "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) certificates of good standing and foreign qualification for each Acquired Company from each jurisdiction listed on EXHIBIT 2.4(a)(v); (vi) the resignations of any 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 their compliance with and performance of their covenants and obligations the Closing, such resignations to be performed or complied with effective at or before the Closing; (vii) an opinion of Weil, Gotshal & Xxxxxx LLP, dated as of the Closing Date Date, in accordance with Section 8.2the form of EXHIBIT 2.4(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) a certificate evidence of the Secretary termination of 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 actions of Seller’s and 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 lease agreements existing immediately prior to the incumbency Closing between any Seller or any Related Person of any Seller or any of their respective affiliates (collectively, "Lessors" and signatures of individually, a "Lessor"), on the officers of Seller and the Company executing this Agreement one hand, and any Acquired Company on the other document relating hand, and releases in the form of EXHIBIT 2.4(a)(ix) from each Lessor to the transactions contemplated herein;respective lessees under such leases. (x) any consent and all 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 Records certificate or articles of incorporation) and (ii) by the Secretary of the respective Acquired Company (includingin the case of the bylaws), but not limited todated the Closing Date; (xii) the minute books, books of account and stock record books and other financial Records records in existence of each of the CompanyAcquired Companies; (xiii) a certificate executed by Sellers setting forth the aggregate amount of Cash Withdrawals in each of 1997, 1998, 1999 and 2000 through the Closing Date, together with a supporting schedule reasonably acceptable to Buyer indicating when each individual Cash Withdrawal was made, the minute books recipient of such Cash Withdrawal and the Company 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 other similar Records of Xx. Xxxx Xxxxxxxxxx, the Company)Sellers' and Acquired Companies' accountant; and (xixv) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementrequest. (b) Buyer shall will deliver to SellerSellers: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing DateEstimated Purchase Price; (ii) the Employment Agreements duly executed by BuyerLease Agreement; (iii) an opinion of Xxxxxxx, Procter & Xxxx LLP, dated as of the Investment Letter duly Closing Date, in the form 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; and (ivv) such other documents as Seller and its counsel Sellers may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementrequest.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall will deliver to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form powers) for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up release in the form of Exhibit 2.4(a)(ii) executed by Seller ("Seller's Release"); (iii) employment agreement in the form of Exhibit 2.5(a)(ii2.4(a)(iii), duly executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form 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 “Lock-up Lease Agreement”); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment 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 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 CompanyClosing Date; (vii) written resignation letters assignment of all officers Patents and directors of the Company, and of members of all the boards committees, Trademarks in the form of Exhibit 2.5(a)(vii), duly 2.4(a)(vii) executed by such directors and officersSeller ("Patent Assignment"); (viii) a certificate executed 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 Seller and the Company as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2;Buyer; and (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 other items required to the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementbe delivered hereunder. (b) Buyer shall will deliver to Seller: (i) the amount of $1,000,000 in cash 11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note"); (iii) a writing delivered total of $1,650,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the average 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 Agreement executed by the Company; (v) a certificate executed by Buyer on to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (iivi) the Employment Agreements duly Agreement executed by Buyerthe Company; (iiivii) the Investment Letter duly Lease Agreement executed by Buyerthe Company; and (ivviii) such all other documents as Seller and its counsel may reasonably request items required to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementbe delivered hereunder.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the ClosingAT THE CLOSING: (a) Seller shall Sellers will deliver or cause to be delivered to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers powers), for transfer to Buyer in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient and substance satisfactory to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up release in the 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 2.5(a)(ii)2.4(a)(iv) attached hereto, duly executed by Seller (the “Lock-up Agreement”); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement”); (iv"PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT") an employment agreement in and a copy of the form reasonably acceptable to Xxxx Xxxx and Buyer, duly Pelorus Software Agreement executed by Xxxx Xxxx (Xxxxxxx and the “Xxxx Xxxx Employment Agreement”)Company; (v) an employment agreement 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 reasonably acceptable 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 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”)Success Bonuses; (vi) an assignment agreement 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 reasonably acceptable to Seller and Buyerattached hereto as Exhibit 2.4(a)(vi), assigning all of those certain non-disclosure agreements set forth on the schedule attached thereto, duly executed by Seller TERA Properties, LLC and the Company; (vii) written resignation letters of all officers an executed termination letter with respect to that certain Lease Agreement by and directors of between Pinnacle Technologies LLC and the CompanyCompany with respect to the leased premises located at 000 Xxxxxxxx Xxxxxx, and of members of all the boards committeesXxxxxxxxxx, in the form of Exhibit 2.5(a)(vii), duly executed by such directors and officersXxxxxxx; (viii) 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 Seller Sellers representing and the Company as warranting to the accuracy Buyer that each of their Sellers' representations and warranties in this Agreement was accurate in all 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 accordance with Section 8.1 such representations and warranties, considered individually or collectively, as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2could not reasonably be expected to have a Material Adverse Effect on the Company; (ixxv) a 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 the 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)(xix) attached hereto; (xx) an executed copy of the opinion of 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 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 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 each State of the Seller State of 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 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 actions of Seller’s and the Company’s board of directors and shareholders approving authorizing the execution and delivery of this the Agreement and the consummation of the transactions contemplated herein and certifying to the incumbency and signatures Contemplated Transactions, certified by a Secretary or Assistant Secretary of the officers Company to be true, correct, complete and in full force and effect and unmodified as of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated hereinClosing Date; (xxxv) any and all an updated list of the Records employees of the Company (including, but not limited to, books of account and other financial Records of setting forth the Company, the minute books of the Company and other similar Records of the Company)information requested in Section 3.20; and (xixxvi) such other certificates, agreements and other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction are listed in the schedule of the conditions and compliance with the covenants set forth in this Agreementclosing documents. (b) Buyer shall will deliver to SellerSellers or caused to be delivered at the direction of Sellers: (i) $1,000,000 following the payment by Buyer of the amounts set forth in cash 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 specified in Schedule II attached hereto, by wire transfer of immediately available funds to an account accounts specified by Seller Sellers in a writing delivered no later than five (5) days prior to Buyer on the Closing Date; (ii) the Employment Agreements duly executed sum of $15,000,000 (the "MASTER ESCROW AMOUNT") to the Master Escrow Agent, subject to the requirements of the Master Escrow Agreement, by Buyerbank cashier's or certified check or wire transfer to an account specified by the Master Escrow Agent; (iii) the Investment sum of $16,447,982.00 (as such amount may be adjusted pursuant to Section 6.9), to the 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 Buyer 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, 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 duly 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 Sellers that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date, 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; (vi) a 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 funds 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)(ix) attached hereto; (x) an opinion of Day, Xxxxx & Xxxxxx LLP, dated as of the Closing Date, in the form of Exhibit 2.4(b)(x) attached hereto; and (ivxi) the Sellers' and Company Mutual Release, the Retention and Noncompetition Agreements, and the Proprietary Information and Inventions Agreement, each executed by Buyer and/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 other documents as Seller and its counsel may reasonably request difference (the "BUYER PRICE ADJUSTMENT ESCROW AMOUNT") to demonstrate satisfaction the Master Escrow Agent, subject to the requirements of the conditions Master Escrow Agreement, by bank cashier's or certified check or wire transfer to an account specified by the Master Escrow Agent. (e) In the event that the Estimated Purchase Price is less than $175,625,000 then Buyer shall reduce the amount to be delivered to Sellers pursuant to Section 2.4(b)(i) by the amount of such difference (the "SELLERS' PRICE ADJUSTMENT ESCROW AMOUNT") and compliance with Buyer shall on behalf of Sellers pay the covenants set forth Sellers' 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 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 this Agreement.the amounts and to the accounts specified in Sections 2.4(b)(i) through 2.4(b)

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form powers), for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up agreement releases in the form of Exhibit 2.5(a)(ii), duly 2.4(a)(ii) executed by each Seller (the “Lock-up Agreement”collectively, "Sellers' Releases"); (iii) an employment agreement agreements in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyerof Exhibit 2.4(a)(iii), duly executed by Xxxxxx Xxxxxx Xxxxxxxxx and Xxxxx (the “Xxxxxx Xxxxxx collectively, "Employment Agreement”Agreements"); (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 noncompetition 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)(vii2.4(a)(iv), duly executed by such directors and officers;each Seller (collectively, the "Noncompetition Agreements"); and (viiiv) a certificate executed by Seller Sellers representing and the Company warranting to Buyer that, except as to the accuracy otherwise stated in such certificate, each of their Sellers' representations and warranties as of the date of in this Agreement and is accurate in all material respects as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before if made on the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company)Date; and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Buyer shall will deliver to SellerSellers: (i) $1,000,000 in cash the Cash Amount, by wire transfer to an account accounts specified by Seller in a writing delivered to Buyer on the Closing DateSellers; (ii) promissory notes ("Fixed Notes") in the Employment Agreements duly executed form of Exhibit 2.4(b)(ii)(A) aggregating to the Fixed Notes Amount which will be personally guaranteed by BuyerXxxx X. Xxxxxx pursuant to guaranty agreements in the form of Exhibit 2.4(b)(ii)(B) (the "Guaranties"); (iii) promissory notes ("Earnout Notes") in the Investment Letter duly form 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 is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (ivv) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementEmployment Agreements, executed by Buyer.

Closing Obligations. In addition At or prior to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall will deliver to Buyer: (i) stock certificates a certificate representing the SharesMembership Interests, dully duly endorsed in blank (or accompanied by a duly executed stock powers in proper form power), for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay Buyer free and clear of all Taxes necessary for the transfer, filing or recording thereofEncumbrances; (ii) a lock-up agreement release in the form of Exhibit 2.5(a)(ii), duly 1.4(a)(ii) executed by Seller Seller, TFS Holdings and each Shareholder (the collectively, “Lock-up AgreementSeller’s Release”); (iii) an employment a consulting services agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Consulting Agreement”) executed by Xxxxxxx Xxxxx which shall have a term of two years and shall provide for an annual fee of $100,000, payable monthly; and 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) an employment agreement noncompetition agreements in the form reasonably acceptable to Xxxx Xxxx and Buyerof Exhibit 1.4(a)(iv), duly executed by Xxxx Xxxx Seller, TFS Holdings and each Shareholder (collectively, the “Xxxx Xxxx Employment AgreementNoncompetition Agreements”); (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 Seller Seller, TFS Holdings and the Company as Shareholders representing and warranting to Buyer that each of Seller’s, TFS Holdings’ and the accuracy of their Shareholders’ representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer and accepted by Buyer prior to the Closing Date in accordance with Section 8.1 5.4); (vi) a lease and option to purchase and sell the Indiantown Property in the form of Exhibit 5.12 (the “Indiantown Lease”) executed by Seller and the Company; and (vii) 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 three-year period following the Closing Date. (b) Buyer will deliver: (i) To the Escrow Agent (as defined below) on November 28, 2008, by wire transfer $60,672,000; and (ii) To the Seller, a certificate executed by Buyer to their compliance the effect that, except as otherwise stated in such certificate, each of Buyer’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date. (c) Buyer and Seller will enter into an escrow agreement in the form of Exhibit 1.4(c) (the “Escrow Agreement”) with and performance SunTrust Banks, Inc. (the “Escrow Agent”) which shall provide for the following: (i) The Escrow Agent shall, on the Closing Date, release $51,972,000 of their covenants and obligations 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 account specified in Part 1.4(b)(i) of the Disclosure Letter. The Escrow Agent shall retain $1,000,000 to be performed or complied 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 at or before 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. (ii) 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 security for the purchase price adjustment described in Sections 1.5 and 1.6 below, the proration of items described in Section 1.9, as well as Seller’s indemnity obligations in this Agreement, to terminate on the date 18 months after the Closing Date in accordance with Section 8.2; (ix) a certificate the terms of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Escrow Agreement. (b) Buyer shall deliver to Seller: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing Date; (ii) the Employment Agreements duly executed by Buyer; (iii) the Investment Letter duly executed by Buyer; and (iv) such other documents The Escrow Agent will retain $2,000,000 in escrow as Seller and its counsel may reasonably request security for the Seller’s obligations under Section 5.12 to demonstrate satisfaction convey good title to the Indiantown Property to the Company in accordance with the terms of the conditions and compliance with the covenants set forth in this Escrow Agreement.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller Parascript shall deliver to BuyerMitek: (i) stock certificates representing the Sharesagreement attached hereto as Exhibit 2.10(a)(i)(A) and (B), dully endorsed in blank or accompanied executed on the date hereof but effective only as of the Closing Date, by stock powers in proper form for transferJxxx Xxxx and Axxxxxxxx Xxxxxxx, with appropriate transfer tax stampsrespectively, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofand Mitek; (ii) a lock-up agreement noncompetition agreements in the form of Exhibit 2.5(a)(ii2.10(a)(ii), duly executed by Seller the Persons identified on Exhibit 2.10(a)(ii) (the “Lock-up AgreementNoncompetition Agreements”); (iii) an employment escrow agreement substantially in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyerof Exhibit 2.10(a)(iii), duly executed by Xxxxxx Xxxxxx Parascript and the escrow agent (the “Xxxxxx Xxxxxx Employment Escrow 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 Seller and the Company Parascript as to the accuracy of their its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 9.1 and as to their its compliance with and performance in all material respects of their its covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.29.2; (ixv) a certificate of the Secretary of each of the Seller and the Company Parascript certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller and the Company, certifying Closing and attaching all requisite resolutions or actions of SellerParascript’s and the Company’s board of directors and Members or shareholders approving (A) the execution and delivery of this Agreement and the consummation of the transactions contemplated herein Contemplated Transactions, and certifying to (B) the incumbency and signatures of the officers of Seller and the Company Parascript executing this Agreement and any other document relating to the transactions contemplated hereinContemplated Transactions; (xvi) any a Services Agreement between AIS and all Mitek substantially in the form attached hereto as Exhibit 2.10(a)(vi) (the “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 Records of date hereof in the Company form attached hereto as Exhibit 2.10(a)(vii) (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company“Voting Agreement”); and (xiviii) such other documents as Buyer evidence of AIS Holdings undertaking and its counsel may reasonably request to demonstrate satisfaction assumption of the conditions Retained Liabilities (the “Assumption Agreement”) in the form attached hereto as Exhibit 2.10(a)(viii), executed by Parascript and compliance with the covenants set forth in this AgreementAIS Holdings. (b) Buyer Mitek shall deliver to SellerParascript: (i) $1,000,000 the Merger Consideration in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing Dateaccordance with Section 2.6(c); (ii) the Employment Agreements duly Escrow Agreement executed by BuyerMitek and the escrow agent, together with the delivery of the Escrow Shares to the escrow agent and established pursuant to the Escrow Agreement thereunder (the “Escrow Account”); (iii) the Investment Letter duly employment 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, respectively, and by Mitek; (iv) to Parascript a certificate executed by BuyerMitek as to the accuracy of Mitek’s representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 10.1 and as to its compliance with and performance of Mitek’s covenants and obligations to be performed or complied with at 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 (A) 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 (ivvi) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementServices Agreement signed by Mitek.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller Buyers shall deliver to Buyerreceive: (i) stock certificates representing the Shares, dully endorsed in blank or accompanied by stock powers in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof;Intentionally omitted. (ii) a lock-up agreement in certified copy by the form Secretary of Exhibit 2.5(a)(ii)the board of managers of Mexico SRL of the stock registry book of Mexico SRL, duly executed by Seller (reflecting the “Lock-up Agreement”)transfer of the Transferred Interests, and the recordation of Buyers, or Buyers' designee, as holders of the 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) an employment agreement in opinion of Minter Ellison, dated the Closing Date, Australian counsel to Pxxxxxx, xx xxx form of Exhibit 2.5(a)(iii)-A and an opinion of Basham, Ringe y Correa, S.C., dated the Closing Date, Mexican cxxxxxx to Parentx, xx the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement”)of Exhibit 2.5(a)(iii)-B; (iv) an employment agreement in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly certificates executed by Xxxx Xxxx (Mexico SRL, each Parent, each Seller and Barbados as to the “Xxxx Xxxx Employment Agreement”accuracy of the representations and warranties as provided in Section 8.1(a) and as to compliance with the covenants as provided in Section 8.2(a); (v) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly a certificate executed by Xxxxxx Xxxxxx (Cinemex as to the “Xxxxxx Xxxxxx Employment Agreement” accuracy of the representations and together warranties as provided in Section 8.1(b) and as to compliance with the Xxxxxx Xxxxxx Employment Agreement and Xxxx Xxxx Employment Agreement, the “Employment Agreements”covenants as provided in 8.2(b); (vi) an assignment agreement certificates of the Secretary of the Board of Directors of Mexico SRL, each Parent, each Seller, Barbados, and each Cinemex Company as to the legal existence of each in the form reasonably acceptable to Seller and Buyer, assigning all their respective jurisdictions of those certain non-disclosure agreements set forth on the schedule attached thereto, duly executed by Seller and the Company;incorporation or organization; and (vii) written resignation letters a duly executed power of all officers and directors of attorney letter (proxy letter) from Barbados relating to the Company, and of members of all the boards committees, Retained Interests in the form of Exhibit 2.5(a)(vii). (b) Buyers (or their designees) will: (i) pay to Sellers an aggregate amount equal to (x) the product of (A) the Hoyts Percentage and (B) the Closing Cash Notional Payment, duly executed by such directors and officersminus (y) the Loan Amount; (viiiii) deliver to Sellers and Barbados a copy of the Loan Agreement executed by Mexico SRL; (iii) deliver to Sellers and Barbados a certificate executed by Seller and the Company each Buyer as to the accuracy of their the representations and warranties as of the date of this Agreement and as of the Closing Date provided in accordance with Section 8.1 9.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth as provided in this Agreement. (b) Buyer shall deliver to Seller: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing Date; (ii) the Employment Agreements duly executed by Buyer; (iii) the Investment Letter duly executed by BuyerSection 9.2; and (iv) such other documents as Seller deliver to Sellers and its counsel may reasonably request to demonstrate satisfaction Barbados, in the case of MAV, a certificate of the conditions Secretary (or other Person) of MAV as to the legal existence of MAV in Mexico, and compliance with in the covenants set forth in this Agreementcase of USAC, a certificate of good standing issued by the Delaware Secretary of State as of a recent date.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall deliver At the Closing, the Company and Sellers will deliver, or cause to Buyerbe delivered, to Parent and Newco: (i) stock certificates representing all of the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form powers), for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofNewco; (ii) a lock-up agreement in employment agreements, executed by Michxxx Xxxxxx xxx Robexx X. Xxxxxx, xx the form of Exhibit 2.5(a)(ii), duly executed by Seller ) (the “Lock-up Agreement”"Employment Agreements"); (iii) an employment agreement in noncompetition agreements, executed by Michxxx Xxxxxx xxx Robexx X. Xxxxxx, xx the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx of Exhibit 2.5(a)(iii) (the “Xxxxxx Xxxxxx Employment Agreement”"Noncompetition Agreements"); (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 Seller Sellers representing and warranting to Parent and Newco (A) that each of his or her and the Company as to the accuracy of their Company's representations and warranties in this Agreement were accurate in all respects as of the date of this Agreement and are accurate in all respects as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before if made on the Closing Date and (B) as to the amount of cash on hand in accordance with the Company and the amount of indebtedness of the Company at Closing (including amounts to be paid by Parent pursuant to Section 8.26.1(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) a certificate signature cards and executed powers of the Secretary of 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 attorney for all requisite resolutions or actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein;bank accounts identified on Schedule 3.30 hereto; and (x) any payoff letters relating to all debts listed on Schedule 6.1 executed by all creditors and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementlien holders listed thereon. (b) Buyer shall At the Closing Parent or Newco will deliver to SellerSellers: (i) $1,000,000 a sum equal to the Cash Consideration minus the Holdback and a certificate stating the number of Unregistered Shares that will be paid in cash by wire transfer satisfaction of the Stock Consideration, with the actual stock certificates to an account specified by Seller in a writing be delivered to Buyer on within 5 business days from the Closing Date; (ii) the Employment Agreements duly a certificate executed by BuyerParent 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 respects as of the Closing Date as if made on the Closing Date; (iii) the Investment Letter duly Employment Agreements, executed by BuyerNewco and Parent; (iv) the Noncompetition Agreements, executed by Newco and Parent; and (ivv) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementAt-Will Employment Agreements executed by Newco.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to BuyerNAI: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form powers), for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofNAI; (ii) a lock-up agreement releases in the form of Exhibit 2.5(a)(ii), duly A attached hereto and executed by each Seller (collectively, the “Lock-up AgreementSellers’ Releases”); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly of Exhibit B attached hereto executed by Xxxxxx Xxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement”); (iv) an employment agreement noncompetition agreements in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly of Exhibit C attached hereto executed by Xxxx Xxxx each Seller other than Xxxxxx (collectively, the “Xxxx Xxxx Employment AgreementNoncompetition Agreements”); (v) an employment agreement 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 reasonably acceptable attached hereto as Exhibit D, covering the shares of NAI Stock to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx be issued to Sellers (the “Xxxxxx Xxxxxx Employment Agreement” and together with the Xxxxxx Xxxxxx Employment Agreement and Xxxx Xxxx Employment Agreementcollectively, the “Employment Lock-Up Agreements”); (vivii) an assignment agreement representation letters in the form reasonably acceptable to Seller and Buyerattached hereto as Exhibit E, 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 officerseach Seller; (viii) a certificate the Escrow Agreement in the form attached hereto as Exhibit F, executed by Seller and the Company as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2each Seller; (ix) a certificate an opinion of sellers’ counsel in the Secretary of each of the Seller and the Company certifying, form attached hereto 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated hereinExhibit G; (x) any copies of resolutions of RHL’s Board of Directors, certified by the Secretary of RHL, appointing Xxxxxxx Xxxxxx and all Xxxx XxXxxx as directors of RHL effective upon the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company)Closing; and (xi) such other documents as Buyer a notice of incentive stock option grant and its counsel may reasonably request 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 demonstrate satisfaction 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 compliance with capable of being purchased upon exercise of the covenants 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 this such Notices of Stock Option Grants and Stock Option Agreement, each in the form attached hereto as Exhibits H and I, respectively. (b) Buyer shall deliver to SellerNAI will deliver: (i) an aggregate amount equal to Four Million Eight Hundred Eight Thousand Two Hundred Forty Six and No/100 Dollars ($1,000,000 4,808,246), in cash 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 an account specified by Seller in a writing delivered Xxxxxx; Four Hundred Eighty Thousand Seven Hundred Ninety One and No/100 Dollars ($480,791) to Buyer on the Closing DateFish; 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 Employment Agreements duly executed sum of One Million Dollars ($1,000,000) to the Escrow Agent referred to in Section 2.4(c) by Buyerwire transfer; (iii) facsimile copies of certificates representing shares of NAI Stock to the Investment Letter duly Sellers as follows: Two Hundred Sixteen Thousand Seven Hundred Fifty One (216,751) shares registered in the 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 applicable, within five (5) business days after Closing; (iv) the Employment Agreement, executed by BuyerNAI; (v) the Lock-Up Agreements, executed by NAI; (vi) the Escrow Agreement, executed by NAI; (vii) the Notices of Stock Option Grants and Stock Option Agreement, each executed by NAI; and (ivviii) an amount equal to the aggregate 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 F attached hereto (“Escrow Agreement”) with Xxxxx Fargo Bank (“Escrow Agent”). (d) NAI acknowledges and understands that the Board of Directors of RHL has declared a one-time cash dividend to the shareholders of record on December 2, 2005, in the aggregate amount of Seven Hundred Fifty Thousand and no/100 Dollars ($750,000). Such dividend shall be payable at the Closing from RHL’s available cash, provided at such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction time such distribution is permissible in accordance with Chapter 5 of the conditions and compliance with California Corporations Code and, except as disclosed in Sellers’ Disclosure Schedules, would otherwise not result in an event of default under the covenants set forth in this Agreementterms of any Indebtedness.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form powers), for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up agreement releases in the form of Exhibit 2.5(a)(ii), duly 2.4(a)(ii) executed by Seller Sellers (the “Lock-up Agreement”collectively, "Sellers' Releases"); (iii) an employment agreement agreements in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyerof Exhibit 2.4(a)(iii), duly executed by Xxxxxx Xxxxxx Sellers (the “Xxxxxx Xxxxxx collectively, "Employment Agreement”Agreements"); (iv) an employment agreement in the form reasonably acceptable to Xxxx Xxxx confidentiality 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 nonsolicitation 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)(vii2.4(a)(iv), duly executed by such directors and officers;all of the non-shareholder employees of the Company (collectively, the "Nonsolicitation Agreements"); and (viiiv) a certificate executed by Seller and the Company as Rowe representing axx xarranting to the accuracy Buyer that each of their Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement5.5. (b) Buyer shall will deliver to SellerSellers: (i) the following amounts by bank cashier's or certified check payable to the order of Rowe, Romagnoli, Cassidy and Monica xxxxxxxively: One Milxxxx Xive Hundred Four Thousand, One Hundred Eighty-Six Dollars ($1,000,000 1,504,186) to Rowe; 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) a certificate executed by Buyer to the effect that, except as otherwise stated in cash by wire transfer to an account specified by Seller such certificate, each of Buyer's representations and warranties in a writing delivered to Buyer 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; (iiiii) the Employment Agreements duly executed by Buyer; (iii) the Investment Letter duly Agreements, executed by Buyer; and (iv) such other documents a Lease Guaranty in the form as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementattached hereto as Exhibit 2.4(b)(iv).

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall deliver Sellers will deliver, or cause to be delivered, to Buyer: (i) stock certificates the certificate(s) representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form for transferpowers), with appropriate signatures guaranteed by a commercial bank or by a member firm of the National Association of Securities Dealers, Inc., for transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up the employment agreement in substantially the form of Exhibit 2.5(a)(ii)2.4(a)(ii) hereto with Xxxxx Xxxxxxx, duly executed by Seller an individual residing at, 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, NV 89014, and currently the Company’s Chief Operating Officer (the “Lock-up DG”) ( “Employment Agreement”), executed, by DG; (iii) an employment the consulting agreement in substantially the form reasonably acceptable to Xxxxxx Xxxxxx of Exhibit 2.4(a)(iii) hereto with D& L Partnership, a Nevada General Partnership, the only partners of which are DF and Buyer, duly executed by Xxxxxx Xxxxxx LF (the “Xxxxxx Xxxxxx Employment Consulting Agreement”); (iv) an employment agreement non-competition agreements in the form reasonably acceptable to Xxxx Xxxx of Exhibits 2.4(a)(iv) (DF) (LF), and Buyer(D&L) hereto, duly executed by Xxxx Xxxx each of the Sellers (collectively, the “Xxxx Xxxx Employment AgreementNon-competition Agreements”); (v) an employment agreement opinion of Xxxx Doechung Xxx, as counsel to Sellers and the Company, addressed to the Buyer in substantially the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx of Exhibit 2.4 (the “Xxxxxx Xxxxxx Employment Agreement” and together with the Xxxxxx Xxxxxx Employment Agreement and Xxxx Xxxx Employment Agreement, the “Employment Agreements”)v) hereto; (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 Seller Sellers and the Company as representing and warranting to the accuracy Buyer that each of their Sellers’ and Company’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 (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 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company5.5); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Buyer shall deliver to Seller: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing Date; (ii) the Employment Agreements duly executed by Buyer; (iii) the Investment Letter duly executed by Buyer; and (iv) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form powers), for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up agreement the Escrow Agreement, executed by Sellers; (iii) releases in the form of Exhibit 2.5(a)(ii), duly D executed by Seller Sellers (collectively, the “Lock-up Agreement”); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment AgreementSellers’ Releases”); (iv) an employment agreement agreements in the form reasonably acceptable to Xxxx Xxxx and Buyerof Exhibit E, duly executed by Xxxx Xxxx Sellers (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 Agreementcollectively, the “Employment Agreements”); (viv) an assignment agreement noncompetition agreements in the form reasonably acceptable to Seller and Buyerof Exhibit F, assigning all of those certain non-disclosure agreements set forth on the schedule attached thereto, duly executed by Seller Sellers (collectively, the “Noncompetition Agreements”); (vi) resignation letters from each of the directors and officers of the Company, including Sellers, Xxxxx and Xxxxxxx; (vii) written resignation letters an opinion of all officers and directors of Blank Rome LLP, counsel to Sellers, dated the Company, and of members of all the boards committeesClosing Date, in the form of Exhibit 2.5(a)(vii), duly executed by such directors and officersG; (viii) the Xxxxx Note, executed by the Company and 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 the Company’s Articles of Incorporation certified as of a recent date by the Secretary of State of the State of 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 an assistant secretary of the Company dated the Closing Date, in form and substance reasonably 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 Seller and each Seller; (xvi) a spousal consent from the Company spouse of each Seller, as to applicable; and (xvii) such other documents as Buyer may reasonably request for the purpose of (i) evidencing the accuracy of their any of Sellers’ representations and warranties as of warranties, (ii) evidencing the date of this Agreement and as of performance by any Seller of, or the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations by any Seller with, any covenant or obligation required to be performed or complied with at by such Seller, (iii) evidencing the satisfaction of any condition referred to in Section 7, or before (iv) otherwise facilitating the Closing Date in accordance with Section 8.2; (ix) a certificate consummation or performance of any of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementContemplated Transactions. (b) Buyer shall will deliver to SellerSellers: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing DateCash Amount, payable to Sellers as set forth in Section 2.2(a)(i); (ii) certificates representing the Employment Agreements duly Buyer Closing Shares; (iii) the Escrow Agreement, executed by Buyer; (iiiiv) the Investment Letter duly Promissory Notes, executed by Buyer; (v) the Employment Agreements, executed by Buyer; (vi) the Noncompetition Agreements, executed by Buyer; (vii) the certificate contemplated by Section 8.3, executed by a duly authorized officer of Buyer; and (ivviii) such other documents as Seller and its counsel Sellers may reasonably request for the purpose of (i) enabling their counsel to demonstrate provide the opinion referred to in Section 2.4(a)(vii), (ii) evidencing the accuracy of any representation or warranty of Buyer, (iii) 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 (v) otherwise facilitating the conditions and compliance with consummation of any of the covenants set forth in this AgreementContemplated Transactions.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form powers), for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up agreement release in the form of Exhibit 2.5(a)(ii), duly 2.4(a)(ii) executed by ------------------ each Seller (the “Lock-up Agreement”"Sellers' Release");; ---------------- (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx of Exhibit ------- 2.4(a)(iii)(A) executed by Xxx Xxxxx and Buyer, duly an employment agreement in -------------- the form of Exhibit 2.4(a)(iii)(B) executed by Xxxxxx Xxxxxx Xxxxxxxx ---------------------- (collectively, the “Xxxxxx Xxxxxx "Employment Agreement”Agreements");; --------------------- (iv) an employment a non-competition agreement in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly of Exhibit ------- 2.4(a)(iv) executed by Xxxx Xxxx Xxx Xxxxx (the “Xxxx Xxxx Employment "Non-Competition Agreement”");; ---------- ------------------------- (v) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly Shareholder Intangibles Purchase Agreement 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”)Xxxxxxxx; (vi) a certificate, dated the Closing Date, executed by Sellers representing and warranting to Buyer that: (A) each of Sellers' representations and warranties in this Agreement is accurate in all material respects (except for representations and warranties that contain an assignment agreement express materiality qualification, which must have been accurate in all respects) as of the form reasonably acceptable Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date); (B) each Seller and Buyer, assigning has complied with all of those certain non-disclosure its covenants and agreements set forth contained in this Agreement; and (C) each Seller has performed all of its obligations required to be performed by it on or prior to the schedule attached thereto, duly executed by Seller and the CompanyClosing Date hereunder; (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 Escrow Agreement executed by such directors and officers;Sellers; and (viii) a certificate executed by Seller and the Company as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary real property holding company affidavit on behalf of each of the Seller and the Company certifyingAcquired Company, 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company)provided in Section 7.12; and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Buyer shall will deliver to SellerSellers: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing DateCash Payment, as provided in Section 2.2(c); (ii) the Sellers' Note; (iii) a certificate executed by Buyer to the effect that: (A) each of Buyer's representations and warranties in this Agreement 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 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 duly Agreements, executed by Buyer; (iiiv) the Investment Letter duly Non-Competition Agreement, executed by Buyer; (vi) the Shareholder Intangibles Purchase Agreement executed by Buyer; and (ivvii) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementEscrow Agreement executed by Buyer.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall The Company will deliver to the Buyer: (i) stock certificates representing the SharesThe Acquired Assets, dully endorsed in blank or accompanied by stock powers in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay free and clear of all Taxes necessary for the transfer, filing or recording thereofEncumbrances other than Permitted Encumbrances; (ii) a lock-up agreement in the form of Exhibit 2.5(a)(ii)Sxxxxx Employment Agreement, duly executed by Seller (the “Lock-up Agreement”)Sxxxxx; (iii) an employment agreement agreements in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly attached hereto as Exhibit 2.5(a)(iii) executed by Xxxxxx Xxxxxx each of the employees and independent contractors of the Company identified on Schedule 2.5(a)(iii) (the “Xxxxxx Xxxxxx Employment AgreementProducer Agreements”); (iv) an employment agreement confidentiality, non-solicitation and assignment agreements in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly attached hereto as Exhibit 2.5(a)(iv) executed by Xxxx Xxxx each of the employees and independent contractors of the Company identified on Part I of Schedule 2.5(a)(iv) (the “Xxxx Xxxx Employment AgreementNondisclosure Agreements”); (v) an employment agreement agreements in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly attached hereto as Exhibit 2.5(a)(v) executed by Xxxxxx Xxxxxx each of the brokers identified on Schedule 2.5(a)(v) (the “Xxxxxx Xxxxxx Employment Agreement” and together with the Xxxxxx Xxxxxx Employment Agreement and Xxxx Xxxx Employment Agreement, the “Employment Broker Agreements”); (vi) an assignment agreement amendments to each of the Independent Contractor Agreements other than the Rxxxxxx Agreement, each in form satisfactory to the form reasonably acceptable to Seller and BuyerBuyer in its sole discretion, assigning all of those certain non-disclosure agreements set forth on the schedule attached thereto, duly executed by Seller BIA and/or NVIA, as applicable, and by the Companyapplicable Independent Contractor; (vii) written resignation letters an executed copy of all officers Schedule 2.2(b) in form and directors of substance satisfactory to the Company, and of members of all the boards committees, Buyer in the form of Exhibit 2.5(a)(vii), duly executed by such directors and officersits sole discretion; (viii) a certificate executed by Seller each of BIA and the Company as NVIA representing and warranting to the accuracy Buyer that each of their the Company’s representations and warranties in this Agreement was accurate as of the date of this Agreement and is accurate as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before if made on the Closing Date except (A) for any changes resulting from activities or transactions which may have taken place after the date hereof and are permitted or contemplated by this Agreement or which have been entered into or have otherwise occurred in accordance with Section 8.2the 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; (ix) a certificate resolution of the Secretary of 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 actions of Seller’s and the CompanyBIA’s board of directors and shareholders approving the authorizing BIA’s execution and delivery of this Agreement and the consummation of the transactions contemplated herein and certifying to the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated hereinContemplated Transactions; (x) any a resolution of NVIA’s board of directors authorizing NVIA’s execution and all delivery of this Agreement and the consummation of the Records Contemplated Transactions; (xi) a Certificate of Fact issued by the Company SCC for each of BIA and NVIA, in each case dated not earlier than ten (including, but not limited to, books of account and other financial Records of 10) days prior to the Company, the minute books of the Company and other similar Records of the Company)Closing Date; and (xixii) such bills of sale, endorsements, assignments and other documents as are necessary to transfer to the Buyer good and its counsel may reasonably request valid title to demonstrate satisfaction the Acquired Assets, free and clear of the conditions and compliance with the covenants set forth in this Agreementall Encumbrances other than Permitted Encumbrances. (b) The Buyer shall will deliver to Sellerthe Company: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing DatePayment; (ii) the Sxxxxx Employment Agreements duly Agreement, executed by Buyer; (iii) the Investment Letter duly executed by Buyer; and (iviii) such other documents as Seller and its counsel may reasonably request a certificate executed by the Buyer to demonstrate satisfaction the effect that each of the conditions Buyer’s representations and compliance with the covenants set forth warranties in this AgreementAgreement was accurate as of the date of this Agreement and is accurate 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 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.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller Parascript shall deliver to BuyerParent and AHC: (i) stock certificates representing The employment agreement of Xxxxxxx Xxxx executed by Parent, AHC, Parascript and Xxxxxxx Xxxx on or prior to the Shares, dully endorsed in blank or accompanied by stock powers in proper form for transfer, date of filing with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof; (ii) a lock-up agreement SEC of the definitive proxy statement and Registration Statement but which shall be effective only as of the Closing Date in the form of Exhibit 2.5(a)(ii)to be mutually agreed upon by Parent, duly executed by Seller (the “Lock-up Agreement”); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx AHC, Parascript and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement”); (iv) an employment agreement in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly executed by Xxxx Xxxxxxx Xxxx (the “Xxxx Xxxx Employment Agreement”); (vii) an employment agreement noncompetition agreements in the form reasonably acceptable to Xxxxxx Xxxxxx be mutually agreed upon by the parties thereto and Buyer, duly executed on or before the Closing Date by Xxxxxx Xxxxxx the Designated Parascript Members and Xxxxxxxxx Xxxxxxx (the “Xxxxxx Xxxxxx Employment Agreement” and together with the Xxxxxx Xxxxxx Employment Agreement and Xxxx Xxxx Employment Agreement, the “Employment Noncompetition Agreements”); (viiii) an assignment agreement the Exchange Agent Agreement in the form reasonably acceptable to Seller be mutually agreed upon by the parties thereto and Buyer, assigning all of those certain non-disclosure agreements set forth executed on or before the schedule attached thereto, duly executed Closing Date by Seller Parascript and the CompanyMember Representative; (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; (viiiiv) a certificate executed by Seller and the Company Parascript as to the accuracy of their its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 9.1, and as to their its compliance with and performance in all material respects of their its covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.29.2; (ixv) a certificate of the Secretary of each of the Seller and the Company Parascript certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller and the Company, certifying Closing and attaching all requisite resolutions or actions of SellerParascript’s and the Company’s board of directors and Members or shareholders approving (A) the execution and delivery of this Agreement and the consummation of the transactions contemplated herein Contemplated Transactions, and certifying to (B) the incumbency and signatures of the officers of Seller and the Company Parascript executing this Agreement and any other document relating to the transactions contemplated hereinContemplated Transactions; (xvi) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the CompanyVoting Agreement with Designated Parascript Members executed by Parascript, the minute books Xxxx Family Limited Partnership, The Xxxxxxxx Family Limited Partnership, the Pachikov Kondratieva Family LLC and Parascript Management, Inc. and effective as of August 18, 2008 in the Company form attached hereto as Exhibit 1; (vii) the Voting Agreement with Designated AHC Stockholders executed by Parascript and other similar Records effective as of August 18, 2008 in the Company)form attached hereto as Exhibit 2; and (xiviii) such other documents as Buyer the Proxy Agreement executed by the Designated Parascript Members, Parascript and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementDesignated AHC Stockholders. (b) Buyer Parent and AHC shall deliver to Sellerthe Exchange Agent for the benefit of the former Members of Parascript: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing DateCash Payment in accordance with Section 3.6.2(b)(iii); (ii) the Employment Agreements duly executed by BuyerClosing Shares; (iii) the Investment Letter duly executed by BuyerNote; and (iv) such other documents the Registration Rights Agreement. (c) Parent and AHC shall deliver to Parascript: (i) a certificate executed by AHC as Seller to the accuracy of AHC’s representations and its counsel may reasonably request to demonstrate satisfaction warranties as of the conditions date of this Agreement and as of the Closing in accordance with Section 10.1 and as to its compliance with and performance of AHC’s covenants and obligations to be performed or complied with at or before the covenants set forth 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 (A) 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. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall The Shareholder will deliver to BuyerTGI: (i) stock certificates representing the Shareshis shares of Company Common Stock, dully duly endorsed in blank for transfer to TGI (or accompanied by duly executed stock powers in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofpowers); (ii) releases and resignations from the officers and directors of the Company duly executed by such parties; (iii) a lock-up noncompetition agreement in the form of Exhibit 2.5(a)(ii), duly "B," executed by Seller the Shareholder (the “Lock-up "Noncompetition Agreement”); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement”"); (iv) an employment escrow agreement in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly of Exhibit "C," executed by Xxxx Xxxx the Shareholder (the “Xxxx Xxxx Employment "Escrow Agreement”"); (v) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly of Exhibit "D," executed by Xxxxxx Xxxxxx the Shareholder (the “Xxxxxx Xxxxxx "Employment Agreement” and together with the Xxxxxx Xxxxxx Employment Agreement and Xxxx Xxxx Employment Agreement, the “Employment Agreements”"); (vi) an assignment a subscription agreement for the shares of TGI Common Stock to be issued in the Merger in the form reasonably acceptable to Seller and Buyer, assigning all of those certain non-disclosure agreements set forth on Exhibit "E" (the schedule attached thereto, duly executed by Seller and the Company"Subscription Agreement"); (vii) written resignation letters a promissory note in the amount of all officers and directors of the Company, and of members of all the boards committees, $200,000 in the form of Exhibit 2.5(a)(vii), duly "F," executed by such directors the Shareholder, guaranteed by Xxxxxx X. Xxxxxxx, and officers;secured by a pledge of the TGI Common Stock issued to the Shareholder in connection herewith (the "Shareholder's Promissory Note") in consideration of a loan by TGI to the Shareholder in the amount of $200,000; and (viii) a certificate executed by Seller and an unconditional guarantee (the Company as to the accuracy of their representations and warranties as "Guarantee") of the date $300,000 Promissory Note of this Agreement and as of the Closing Date Xxxxxx X. Xxxxxxx to TGI in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations a form to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementagreed upon. (b) Buyer shall TGI will deliver to Sellerthe Shareholder: (i) $1,000,000 a share certificate representing the TGI Common Stock issued in cash by wire transfer to an account specified by Seller the Merger in a writing delivered to Buyer on the Closing Datename of the Shareholder; (ii) the Employment Agreements duly executed by Buyer;Agreement; and (iii) the Investment Letter duly executed by Buyer; and (iv) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction face amount of the conditions and compliance with the covenants set forth Shareholder's Promissory Note in this Agreementcash.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall or the Parent Entity, as applicable, will deliver or cause to be delivered to Buyer: (i) stock certificates representing such bills of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Shares, dully endorsed Buyer and its counsel and as shall be effective to vest in blank or accompanied by stock powers the Buyer good and marketable title in proper form for transfer, with appropriate transfer tax stamps, if any, affixedand to all the Company Assets, together with funds sufficient copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to pay all Taxes necessary for the transfer, filing or recording thereof;Company Assets. (ii) a lock-up agreement the Intellectual Property Assignment in the form of Exhibit 2.5(a)(iiattached hereto as EXHIBIT 2.4(a)(ii), duly executed by Seller (the “Lock-up Agreement”);. ------------------ (iii) an employment agreement separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the “Xxxxxx Xxxxxx "Employment Agreement”Agreements");; ------------- (iv) an employment agreement the Non-Competition Agreement in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly executed by Xxxx Xxxx attached hereto as EXHIBIT 2.4(a)(iv) (the “Xxxx Xxxx Employment "Non-Competition 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 Seller and the Company as Parent Entity representing and warranting to Buyer that each of Seller's and the accuracy of their 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 "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, in accordance with the form of EXHIBIT 2.4(a)(vi); 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 8.1 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and as to their warranties, (3) evidencing the performance by Seller of, or the compliance with and performance of their covenants and obligations by Seller with, any covenant or obligation required to be performed or complied with at by the Seller, or before (4) otherwise facilitating the Closing Date in accordance with Section 8.2; (ix) a certificate consummation or performance of any of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementContemplated Transactions. (b) Buyer shall will deliver to Seller:the Seller (or to such other Persons designated below): (i) $1,000,000 the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing DateSections 2.2(a) and 2.5 below); (ii) the Non-Competition Agreement and the Employment Agreements duly Agreements, all executed by Buyer; (iii) the Investment Letter duly a certificate executed by Buyer representing and warranting to the 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"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (ivv) such other documents as Seller and its counsel may reasonably request for the purpose of (1) enabling its counsel to demonstrate satisfaction 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 conditions and compliance with the covenants set forth in this AgreementContemplated Transactions.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall will deliver to Buyer: (i) stock a certificate or certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form for transferpowers), with appropriate all necessary transfer tax stampsand other revenue stamps acquired at Seller's expense, if any, affixed, together affixed and canceled free and clear of all encumbrances and with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofsignatures guaranteed by a commercial bank; (ii) a lock-up agreement release in the form of Exhibit 2.5(a)(ii), duly 2.4(a)(ii) executed by Seller Seller, UAM and the Acquired Companies (the “Lock-up Agreement”"Mutual Release");; and (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment 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 Seller and the Company as a duly authorized officer of Seller, which officer shall be a Senior Executive, stating to Buyer that, to the accuracy Knowledge of their such officer, each of Seller's representations and warranties in this Agreement was materially accurate in all respects as of the date of this Agreement and is materially accurate in all respects as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before if made on the Closing Date in accordance with Section 8.2(giving full effect to any supplements to the Disclosure Letter made by Seller and delivered to Buyer prior to the Closing); (ixiv) a certificate the Guaranty to Buyer in the form of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated hereinExhibit 2.4(a)(iv) executed by UAM; (xv) any and all the Indemnity to Buyer in the form of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company)Exhibit 2.4(a)(v) executed by UAM; and (xivi) such other the additional documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth described in this AgreementSection 7.4. (b) Buyer shall will deliver to Seller or Seller's designee: (i) $1,000,000 in cash by wire transfer of immediately available federal funds in the amount of Twenty Million Dollars ($20,000,000.00); and (ii) a certificate executed by a duly authorized officer of Buyer stating to an account specified by Seller that, to the Knowledge of such officer, each of Buyer's representations and warranties in a writing delivered to Buyer this Agreement was materially accurate in all respects as of the date of this Agreement and is materially accurate in all respects as of the Closing Date as if made on the Closing Date; (ii) the Employment Agreements duly executed by Buyer;. (iii) the Investment Letter duly executed by Buyer; and (iv) such other additional documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth described in this AgreementSection 8.3.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller Sellers shall deliver deliver, or cause to be delivered, to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form powers), for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up agreement releases in substantially the form of attached hereto as Exhibit 2.5(a)(ii)A, duly executed by Seller each of the Sellers (the “Lock-up AgreementReleases”); (iii) an employment a consulting agreement in substantially the form reasonably acceptable to Xxxxxx Xxxxxx and Buyerattached hereto as Exhibit B, duly executed by Xxxxxx Xxxxxx Dxxxx Xxxxxxx (the “Xxxxxx Xxxxxx Employment Consulting Agreement”); (iv) an employment agreement agreements in substantially the form reasonably acceptable to Xxxx Xxxx and Buyerattached hereto as Exhibit C, duly executed by Xxxx Xxxx (the “Xxxx Xxxx Employment Agreement”); (v) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx each of Txx Xxxxxxxxxx, Axxxx Xxxxx, Bxxxx Xxxxxx, Txx Xxxxx, Kxxxx Xxxxxxxx, Cxxxxxxxx Xxxxxxx, Bxxxxx Xxxxx, Axxxx Xxxxx, Rxx Xxxxxx, Kxxxx Xxxxxxxx, Txxxxx Xxxxxxxx and Buyer, duly executed by Xxxxxx Lxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement” and together with the Xxxxxx Xxxxxx Employment Agreement and Xxxx Xxxx Employment Agreement, the “Employment Agreements”); (v) a noncompetition, nondisclosure and nonsolicitation agreement in substantially the form attached hereto as Exhibit D, executed by Dxxxx Xxxxxxx (the “Noncompetition Agreement”); (vi) an assignment escrow agreement relating to the Cash Escrow in substantially the form reasonably acceptable to Seller and Buyerattached hereto as Exhibit E, assigning all of those certain non-disclosure agreements set forth on the schedule attached thereto, duly executed by Seller Sellers and the CompanyEscrow Agent (the “Cash Escrow Agreement”); (vii) written resignation letters of all officers and directors of an escrow agreement relating to the Company, and of members of all the boards committees, Escrow Stock in substantially the form of attached hereto as Exhibit 2.5(a)(vii)F, duly executed by such directors Sellers and officersthe Escrow Agent (the “Stock Escrow Agreement”); (viii) a certificate an escrow agreement relating to the Guaranty Escrow in substantially the form attached hereto as Exhibit G, executed by Seller Sellers and the Company as to Escrow Agent (the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2“Guaranty Escrow Agreement”); (ix) a certificate of cross receipt in substantially the Secretary of each of the Seller and the Company certifyingform attached hereto as Exhibit H, 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated hereinexecuted by Pxxx Xxxxxx; (x) any and all Legal Opinion of Vxxxxxx LLP in the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); andform set forth as Exhibit I; (xi) such other documents Lease Agreement in substantially the form attached hereto as Exhibit J, executed by the Company and MOR Montpelier 3 LLC (the “New Lease”); (xii) an agreement in substantially the form attached hereto as Exhibit K, executed by Dxxxx Xxxxxxx, the Company and Buyer and its counsel may reasonably request to demonstrate satisfaction of (the conditions and compliance with the covenants set forth in this “Payoff Agreement”). (b) Buyer shall deliver deliver, or caused to Sellerbe delivered, to Sellers or the Escrow Agent, as applicable: (i) $1,000,000 the Cash Consideration to Sellers by wire transfer of immediately available funds to an account specified in cash writing by Sellers, to be allocated pursuant to the percentages set forth on Schedule 1.4(b)(i); (ii) the Cash Escrow Agreement, executed by Buyer and the Escrow Agent, together with the delivery to the Escrow Agent of the Cash Escrow by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing DateEscrow Agent; (iiiii) the Employment Agreements duly 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, executed by Buyer; (iiivi) the Investment Letter duly Employment Agreements, executed by Buyer; (vii) the Noncompetition Agreement, executed by Buyer; (viii) the New Lease, executed by Buyer; and (ivviii) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Payoff Agreement, executed by Buyer.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall or the Parent Entity, as applicable, will deliver or cause to be delivered to Buyer: (i) stock certificates representing such bills of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Shares, dully endorsed Buyer and its counsel and as shall be effective to vest in blank or accompanied by stock powers the Buyer good and marketable title in proper form for transfer, with appropriate transfer tax stamps, if any, affixedand to all the Company Assets, together with funds sufficient copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to pay all Taxes necessary for the transfer, filing or recording thereof;Company Assets. (ii) a lock-up agreement the Intellectual Property Assignment in the form of attached hereto as Exhibit 2.5(a)(ii2.4(a)(ii), duly executed by Seller (the “Lock-up Agreement”);. ------------------ (iii) an employment agreement separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx attached hereto as --------------------- Exhibit 2.4(a)(iii)-2 (the “Xxxxxx Xxxxxx "Employment Agreement”Agreements");; --------------------- (iv) an employment agreement the Non-Competition Agreement in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly executed by Xxxx Xxxx attached hereto as Exhibit 2.4(a)(iv) (the “Xxxx Xxxx Employment "Non-Competition 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 Seller and the Company as Parent Entity representing and warranting to Buyer that each of Seller's and the accuracy of their 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 "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, in accordance with the form of Exhibit 2.4(a)(vi); 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 8.1 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and as to their warranties, (3) evidencing the performance by Seller of, or the compliance with and performance of their covenants and obligations by Seller with, any covenant or obligation required to be performed or complied with at by the Seller, or before (4) otherwise facilitating the Closing Date in accordance with Section 8.2; (ix) a certificate consummation or performance of any of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementContemplated Transactions. (b) Buyer shall will deliver to Seller:the Seller (or to such other Persons designated below): (i) $1,000,000 the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing DateSections 2.2(a) and 2.5 below); (ii) the Non-Competition Agreement and the Employment Agreements duly Agreements, all executed by Buyer; (iii) the Investment Letter duly a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that each of Buyer; and'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"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and ------------------ (v) such other documents as Seller and its counsel may reasonably request for the purpose of (1) enabling its counsel to demonstrate satisfaction 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 conditions and compliance with the covenants set forth in this AgreementContemplated Transactions.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall deliver Sellers will deliver, or cause to be delivered, to Buyer: (i) stock certificates the certificate(s) representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form for transferpowers), with appropriate signatures guaranteed by a commercial bank or by a member firm of the National Association of Securities Dealers, Inc., for transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up the employment agreement in substantially the form of Exhibit 2.5(a)(ii2.4(a)(ii) hereto with David Gravatt, an individual residing at, 2128 Rockroxx Xxxxxx, Xenderson, NV 89014, and currently the Xxxxxxx'x Xxxxx Xxxxxxxxx Xxxxxxx ("DG") ( "Employment Agreement"), duly executed executed, by Seller (the “Lock-up Agreement”)DG; (iii) an employment the consulting agreement in substantially the form reasonably acceptable to Xxxxxx Xxxxxx of Exhibit 2.4(a)(iii) hereto with D& L Partnership, a Nevada General Partnership, the only partners of which are DF and Buyer, duly executed by Xxxxxx Xxxxxx LF (the “Xxxxxx Xxxxxx Employment "Consulting Agreement”"); (iv) an employment agreement non-competition agreements in the form reasonably acceptable to Xxxx Xxxx of Exhibits 2.4(a)(iv) (DF) and Buyer(LF) hereto, duly executed by Xxxx Xxxx each of the Sellers (collectively, the “Xxxx Xxxx Employment Agreement”"Non-competition Agreements"); (v) an employment agreement in the form reasonably acceptable opinion of John Doechung Lee, as counsel 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 Sellers and the Company; (vii) written resignation letters of all officers and directors of the CompanyCompanx, and of members of all the boards committees, xddressed to xxx Buyer in substantially the form of Exhibit 2.5(a)(vii), duly executed by such directors and officers;2.4 (v) hereto; and (viiivi) a certificate executed by Seller Sellers and the Company as representing and warranting to the accuracy Buyer that each of their Sellers' and Company'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 (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 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company5.5); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Buyer shall deliver will deliver, or cause to Sellerbe delivered, to Sellers: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing DateFirst Installment; (ii) promissory notes payable to DF and LF in the Employment Agreements duly executed by Buyerrespective principal amounts of $2,900,000, in the form of Exhibits 2.4(b) hereto (collectively, the "Promissory Notes"), evidencing the First Installment, the Second Installment and the Third Installment; (iii) the Investment Letter duly 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 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 (iv) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction the guaranty of the conditions Company and compliance with Sibling Entertainment Group, Inc. in substantially the covenants set forth in this Agreement.form of Exhibit 2.4(b) (iv) (the "Company Guaranty") hereto duly executed by the Company;

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the ClosingClosing or as soon as practical thereafter: (a) Seller Sellers shall deliver to Buyer: (i) stock the original of any certificates representing the Shares, dully endorsed in blank or accompanied by stock powers in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofUnits marked “Cancelled”; (ii) a lock-up agreement the Organizational Documents of the Company filed with any Governmental Body in the form of Exhibit 2.5(a)(ii)connection with its organization, duly executed certified as of a recent date by Seller (the “Lock-up Agreement”)Secretary of State or other appropriate authority of the jurisdiction of its incorporation or organization; (iii) an employment agreement the Organizational Documents of the Company not filed with a Governmental Body in connection with its organization, certified as of the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed Closing Date by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement”)Secretary of the Company; (iv) an employment agreement certificates dated as of a date not more than ten (10) days prior to the Closing Date as to the 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 form reasonably acceptable Company is licensed or qualified to Xxxx Xxxx and Buyer, duly executed by Xxxx Xxxx (the “Xxxx Xxxx Employment Agreement”)do business; (v) an employment agreement by and between Xxxxx Xxxxxx and Buyer in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx of Exhibit 2.4(a)(v) (the “Xxxxxx Xxxxxx Employment Agreement” and together with the Xxxxxx Xxxxxx Employment Agreement and Xxxx Xxxx Employment Agreement), the “Employment Agreements”)executed by Xxxxx Xxxxxx; (vi) an assignment employment agreement by and between Xxxxx Xxxxxxx and the Buyer in the form reasonably acceptable to Seller and Buyerof Exhibit 2.4(a)(vi) (“Xxxxxxx Employment Agreement”), assigning all of those certain non-disclosure agreements set forth on the schedule attached thereto, duly executed by Seller and the CompanyXxxxx Xxxxxxx; (vii) written resignation letters of all officers resignation signed by Xxxxx Xxxxxx and directors Xxxxx Xxxxxxx resigning from their positions as officers, managers and members of the Company, and Board of members Managers 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 Seller and the Company as to the accuracy of their representations and warranties as of the date of this Agreement and Security Grade effective as of the Closing Date in accordance Date, and terminating their existing service agreements, if any, either oral or written, with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2Security Grade; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Buyer shall deliver to Seller: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing Date; (ii) the Employment Agreements duly executed by Buyer; (iii) the Investment Letter duly executed by Buyer; and (iv) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form for transferpowers), with appropriate signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up agreement releases in the form of Exhibit 2.5(a)(ii), duly 2.4(a)(ii) executed by Seller Sellers (the “Lock-up Agreement”collectively, "Sellers' Releases"); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx X. Xxxxxxx (the “Xxxxxx Xxxxxx "Employment 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 noncompetition 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)(vii2.4(a)(iv), duly executed by such directors and officers;Sellers (collectively, the "Noncompetition Agreements"); and (viiiv) a certificate executed by Seller Sellers representing and the Company as warranting to the accuracy Buyer that each of their Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company5.5); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Buyer shall will deliver to SellerSellers: (i) $1,000,000 433,333 share certificates in cash by wire transfer the form of Rule 144 of the Securities Act stock of Buyer, which stock shall be registered with the Security Exchange Commission pursuant to an account specified by Seller in a writing delivered to Buyer on Section 4.6 hereof ("Registered Stock"), and distributed amongst the Closing DateSellers; (ii) share certificates in the Employment Agreements duly executed 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 held by Buyerthe escrow agent referred to in Section 2.4(c); (iii) the Investment Letter duly 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 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 (iv) such other documents as Seller the Employment Agreement, executed by Buyer. (c) Buyer and its counsel may reasonably request to demonstrate satisfaction Sellers will enter into an escrow agreement in the form of Exhibit 2.4(c) (the conditions and compliance "Escrow Agreement") with the covenants set forth in this AgreementXxxxx X. Xxxxxx.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form powers) for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) releases in a lock-up agreement in form mutually acceptable to the form of Exhibit 2.5(a)(ii)parties hereto, duly executed by Seller Sellers (the “Lock-up Agreement”collectively, "Sellers' Releases"); (iii) an employment agreement in the a form reasonably mutually acceptable to Xxxxxx Xxxxxx USC and BuyerJoseph A. Kirchner, duly executed by Xxxxxx Xxxxxx Joseph A. Kirchner (the “Xxxxxx Xxxxxx Employment Agreement”"Empxxxxxxx Xxxxxxxxx"); (iv) an employment agreement noncoxxxxxxxxx xxxxxxxxts in the a form reasonably mutually acceptable to Xxxx Xxxx and Buyerthe parties hereto, duly executed by Xxxx Xxxx Sellers (collectively, the “Xxxx Xxxx Employment Agreement”);"Noncompetition Agreements");and (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 Seller Sellers representing and the Company as warranting to the accuracy Buyer that each of their Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company5.5); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Buyer shall will deliver to SellerSellers: (i) the following amounts by bank cashier's check payable to the order of the BJK Trust and the HAK Trust: $1,000,000 in cash by wire transfer ___________ and $______________ to an account specified by Seller in a writing delivered to Buyer on the Closing DateBJK Trust; (ii) a promissory note payable to the Employment Agreements duly executed by Buyer;Family Trust in the principal amount of $1,750,000 in a form mutually acceptable to the parties hereto (the "Promissory Note"). (iii) the Investment Letter duly 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 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 (iv) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with Employment Agreement, executed by the covenants set forth in this AgreementCompany.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofpowers); (ii) releases in the form of Exhibit 2.5(a)(ii) executed by Sellers (collectively, the "Sellers' Releases"); (iii) a lock-up noncompetition agreement in the form of Exhibit 2.5(a)(ii2.5(a)(iii), duly executed by Seller Xxxxxxxxxx (the “Lock-up "Noncompetition Agreement”); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement”"); (iv) an employment a consulting agreement in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly of Exhibit 2.5(a)(iv) executed by Xxxx Xxxx Xxxxxxxxxx (the “Xxxx Xxxx Employment "Consulting Agreement”"); (v) an employment agreement 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 the form reasonably acceptable and substance to Xxxxxx Xxxxxx Buyer 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”);appropriate Seller or Sellers; and (vi) an assignment agreement a certificate executed by each Seller representing and warranting to Buyer that such Seller's representations and warranties in this Agreement are accurate in all material respects as of the form reasonably acceptable to Seller and Buyer, assigning all of those certain non-disclosure agreements set forth Closing Date as if made on the schedule attached thereto, duly executed Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller and Sellers to Buyer prior to the CompanyClosing Date in accordance with Section 5.5); (vii) written resignation letters of all officers an escrow agreement (the "Escrow Agreement") by and directors of the Companyamong Escrow Agent, Buyer and of members of all the boards committeesXxxxxxxxxx, in the form of Exhibit 2.5(a)(vii), duly executed by such directors Xxxxxxxxxx; and (viii) an environmental escrow agreement (the "Environmental Escrow Agreement") by and officersamong Escrow Agent, Buyer and Xxxxxxxxxx, in the form of Exhibit 2.5(a)(viii), executed by Xxxxxxxxxx. (b) Buyer will make the following payments on account of the Purchase Price: (i) pay to Xxxxx Fargo Bank (the "Bank"), the amount which will pay in full and satisfy the Company's outstanding indebtedness to the Bank as of the Closing Date; (viiiii) transfer to the Escrow Agent pursuant to the terms of the Escrow Agreement the sum 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-five Thousand Dollars ($1,375,000); and (iii) pay the Sellers, in consideration for the Shares and the Other Interests, 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 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). (c) Buyer will deliver to Sellers: (i) a certificate executed by Seller and the Company as Buyer to the accuracy effect that, except as otherwise stated in such certificate, each of their 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 respects as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Buyer shall deliver to Seller: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer if made on the Closing Date; (ii) the Employment Agreements duly executed by Buyer; (iii) Escrow Agreement, the Investment Letter duly Noncompetition Agreement, the Consulting Agreement and the Environmental Escrow Agreement, executed by Buyer; and (iviii) such other documents as Seller releases in the form of Exhibit 2.5(c)(iii) executed by Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with Acquired Companies (the covenants set forth in this Agreement"Buyer's Releases").

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers, Ray, Xxx XXX, Michxxx, xxd Brucx xxxl deliver to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers powers) for transfer to Buyer; (ii) releases in proper the form for transferof 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; (iv) a lease agreement in the form of Exhibit 2.4(a)(iv), executed by the owner(s) thereof with appropriate 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, Ray, Xxx XXX, Michxxx, xxd Brucx xxxresenting and warranting to Buyer that each of the representations and warranties of Sellers, Ray, Xxx XXX, Michxxx, and Brucx xx this Agreement (as supplemented pursuant to Section 5.5) was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Schedule that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5 and the transactions contemplated by Section 5.2 hereof). (b) Buyer will deliver to Sellers, Ray, Xxx XXX, Michxxx, xxd Brucx: (i) $31,500,000 by wire transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofan account specified by Sellers; (ii) a lock-up 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 2.5(a)(ii2.4(b)(iv), duly executed by Seller (the “Lock-up Agreement”); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement”); (iv) an employment a warrant agreement in the form reasonably acceptable to Xxxx Xxxx and Buyerof Exhibit 2.4(b)(v), duly executed by Xxxx Xxxx (the “Xxxx Xxxx Employment Agreement”)Buyer; (v) an employment agreement in Employment Agreement with Lloyx Xxxxx xx the form reasonably acceptable to Xxxxxx Xxxxxx and Buyerof Exhibit 2.4(c), duly executed by Xxxxxx Xxxxxx Buyer (subject to Mr. Xxxxx'x xxxsent to the “Xxxxxx Xxxxxx Employment Agreement” terms and together with the Xxxxxx Xxxxxx conditions thereof) (such Employment Agreement and Xxxx Xxxx the Ratexxxx Xxxloyment Agreement (if applicable pursuant to Section 2.4(b)(vi) below) are referred to herein together as the "Employment Agreement, the “Employment Agreements”)"; (vi) an assignment 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 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 Section 3.3 of said form of agreement in the form reasonably acceptable to Seller and full satisfaction of Buyer, assigning all of those certain non-disclosure agreements set forth on the schedule attached thereto, duly executed by Seller and the Company's obligations under this Section 2.4(b)(vi); (vii) written resignation letters of all officers and directors of the CompanyLeases, and of members of all the boards committees, in the form of Exhibit 2.5(a)(vii), duly executed by such directors Buyer; and officers;12 (viii) a certificate executed by Seller and the Company as Buyer to the accuracy effect that each of their 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 in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Buyer shall deliver to Seller: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer if made on the Closing Date;. (iic) The parties mutally agree to encourage Lloyx Xxxxx xx execute and deliver an employment agreement in the Employment Agreements duly executed by Buyer; (iii) the Investment Letter duly executed by Buyer; and (iv) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction form of the conditions and compliance with the covenants set forth in this AgreementExhibit 2.4(c).

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall the Sellers will deliver to the Buyer: (i) stock share certificates representing in respect of all the Shares, dully endorsed Shares or indemnities for lost share certificates (any indemnities to be in blank or accompanied by stock powers in proper a form for transfer, with appropriate transfer tax stamps, if any, affixedacceptable to the Buyer), together with funds sufficient duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) statements of all the bank accounts of the Company, showing their balances as at a lock-date not more than two (2) days before the date of Closing, and a reconciliation (made up agreement in to Closing) of those statements to cash book balances and the form of Exhibit 2.5(a)(ii), duly executed by Seller (the “Lock-up Agreement”cheques book(s); (iii) an employment agreement powers of attorney in the a form reasonably acceptable to Xxxxxx Xxxxxx and the Buyer, duly executed by Xxxxxx Xxxxxx (each Seller appointing the “Xxxxxx Xxxxxx Employment Agreement”)Buyer as their attorney to exercise all rights in respect of their Shares pending registration of the transfer of their Shares in the Company’s register of members; (iv) an employment agreement service agreements, each in the a form reasonably acceptable to Xxxx Xxxx and the Buyer, duly executed and delivered by Xxxx Xxxx (the “Xxxx Xxxx Employment Agreement”)Company and by each of the following persons: Xxxxxx XxXxxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxx Xxxxxxx; (v) an employment agreement agreements, each in the a form reasonably acceptable to Xxxxxx Xxxxxx and the Buyer, duly executed and delivered by the Company and by each of the following persons: Xxxxx Xxxxxx, Xxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxx (the “Xxxxxx, Xxxxx Xxxxxx Xxxxxx Employment Agreement” and together with the Xxxxxx Xxxxxx Employment Agreement and Xxxx Xxxx Employment Agreement, the “Employment Agreements”)Xxx Xxxxxxx; (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 theretoEscrow Account Instruction Letter, duly executed and delivered by Seller and each of the CompanySellers; (vii) written resignation letters the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all officers and of the directors serving on the board of directors of the Company, and effective as of members of all the boards committeesEffective Date, in a form acceptable to the form of Exhibit 2.5(a)(vii), duly executed by such directors and officersBuyer; (viiiA) all instruments or documents necessary to change the names of the 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 all safe deposit boxes, lock boxes and safes of the 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 online filing made by the Company with the Registrar of Companies or any other Governmental Body; (x) a certificate executed copy of the resolutions duly adopted by Seller the board of directors of the Company authorising the transfer of the Shares in accordance with this Agreement, the resignation of the current directors of the Company and 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 Closing and the Company’s seal, if any; and (xii) evidence satisfactory to the accuracy of their representations Buyer that the Company indebtedness to NatWest has been fully satisfied and warranties as of the date of this Agreement and any liens associated with such indebtedness have been released, in each case as of the Closing Date 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: (i) Payment by telegraphic transfer by same day payment in accordance with Section 8.1 immediately available funds of the following amounts: (i) One Million and as Eighty Thousand pounds (£1,080,000) to their compliance with and performance of their covenants and obligations the Escrow Account (such amount to be performed or complied with at or before held pursuant to the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and the Company’s board of directors and shareholders approving the execution and delivery provisions of this Agreement and the consummation 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 transactions contemplated herein and certifying Buyer’s obligations to the incumbency and signatures pay such sums). The payment of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth sums in this Agreement. (b) Buyer shall deliver to Seller: (i) $1,000,000 in cash by wire transfer and (ii) shall discharge the Buyer's obligation to an account specified by Seller in a writing delivered pay the Initial Purchase Price pursuant to Buyer on the Closing DateSection 2.2; (ii) to the Employment Agreements Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Investment Letter Disclosure Letter, duly executed signed by Buyer; and (iv) such other documents as Seller and its counsel may reasonably request the Buyer to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementacknowledge receipt.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall The Company will deliver to Buyer: (i) stock certificates representing a xxxx of sale, assignment and assumption agreement with respect to the Shares, dully endorsed Assets and the Assumed Liabilities in blank or accompanied the form of Exhibit 2.5(a)(i) (the "Xxxx of Sale") executed by stock powers in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofCompany; (ii) a lock-up agreement employment agreements in the form of Exhibit 2.5(a)(ii), duly executed by Seller Xxxxx X. Xxxxxxxx and Xxxx Xx Xxxxx (collectively, the “Lock-up Agreement”"Employment Agreements"); (iii) an employment agreement noncompetition agreements in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyerof Exhibit 2.5(a)(iii), duly executed by Xxxxxx Xxxxxx Xxxxx X. Xxxxxxxx and Xxxx Xx Xxxxx (collectively, the “Xxxxxx Xxxxxx Employment Agreement”"Noncompetition Agreements"); (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 Seller and the Company as to the accuracy effect that: (A) each of their the Company'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 in accordance with Section 8.1 as if made on the Closing Date; and as to their compliance with and performance (B) each of their the covenants and obligations agreements of the Company to be performed prior to the Closing Date has been duly performed or complied with at or before by the Closing Date in accordance with Section 8.2Company; (ixv) a certificate the earnout agreement in the form of the Secretary of each of the Seller and the Company certifyingExhibit 2.5(a)(v), 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of executed by the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company"Earnout Agreement"); and (xivi) such other the documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement.contemplated by Section 7.5 hereof; and (b) Buyer shall will deliver to Sellerthe Company: (i) $1,000,000 in cash the Initial Purchase Price, plus or minus such prorations 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 check or by wire transfer to an account the accounts specified by Seller in a writing delivered to Buyer on the Closing DateCompany; (ii) a certificate executed by Buyer to the Employment Agreements effect that: (A) each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (B) each of the covenants and agreements of Buyer to be performed prior to the Closing Date has been duly executed performed and complied with by Buyer; (iii) the Investment Letter duly Xxxx of Sale, executed by Buyer; (iv) the Employment Agreements, executed by Buyer; (v) the Earnout Agreement, executed by Buyer; and (ivvi) such other the documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementcontemplated by Section 8.4 hereof.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall deliver Sellers will deliver, or cause to be delivered, as applicable, to Buyer: (i) stock certificates representing the Parent Shares and Company Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form powers), for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up agreement release in the form of Exhibit 2.5(a)(ii), duly 2.4(a)(ii) executed by each Seller (the “Lock-up AgreementSellers’ Releases”); (iii) an employment a noncompetition agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyerof Exhibit 2.4(a)(iii), duly executed by Xxxxxx Xxxxxx each Majority Owner (collectively, the “Xxxxxx Xxxxxx Employment AgreementNoncompetition Agreements”); (iv) an employment agreement in the form reasonably acceptable to Xxxx Xxxx and Buyerof Exhibit 2.4(a)(iv), duly executed by Xxxx Xxxx Brand (the “Xxxx Xxxx Brand Employment Agreement”); (v) an employment advisory services agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyerof Exhibit 2.4(a)(v), duly executed by Xxxxxx Xxxxxx Couse (the “Xxxxxx Xxxxxx Employment Advisory Services Agreement” and together with the Xxxxxx Xxxxxx Employment Agreement and Xxxx Xxxx Employment Agreement, the “Employment Agreements”); (vi) an assignment a subordination agreement in the form reasonably acceptable to Seller and Buyerof Exhibit 2.4(a)(vi), assigning all of those certain non-disclosure agreements set forth on the schedule attached thereto, duly 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; (viix) written resignation letters of all officers and directors of the Company, and of members of all the boards committees, evidence (in the form and substance reasonably satisfactory to Buyer) of Exhibit 2.5(a)(vii)termination of all agreements regarding voting, duly executed by such directors transfer, restrictions or Encumbrances on each of the Parent Shares and officersCompany 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; (viiixi) 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 each Seller representing and the Company as warranting to the accuracy of their Buyer that each such Seller’s representations and warranties in this Agreement was accurate in all 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 as if made on the Closing Date and as to their compliance with and performance of their that all covenants and obligations agreements to be performed or complied with at or before prior to the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of each of the by such 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementhave been performed. (b) Buyer shall deliver to Sellerwill deliver: (i) $1,000,000 to each Seller, the applicable portion of the total Cash Consideration payable to each such Seller as set forth in cash Section 2.2(a), which amounts shall be paid at Closing by wire transfer to an each Seller to the account specified by Seller in a writing delivered to Buyer on at least three (3) Business Days prior to the Closing DateClosing; (ii) to each Seller, a Subordinated Contingent Note in the Employment Agreements duly form of Exhibit 2.4(b)(ii) executed by Buyer, in the principal amount set forth in Section 2.2(b); (iii) to Sellers, the Security Agreement, in the form of Exhibit 2.4(b)(iii), executed by Buyer; (iiiiv) to Sellers, the Investment Letter duly 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 (ivix) to Sellers, a certificate executed by Buyer to the effect that, except as otherwise stated in such other documents certificate, each of Buyer’s representations and warranties in this Agreement was accurate in all respects as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions date of this Agreement and compliance with is accurate in all material respects as of the Closing Date as if made on the Closing Date and that all covenants set forth in this Agreementand agreements to be performed prior to Closing by Buyer have been performed.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form powers) for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) an employment agreement in substantially the form of Exhibit 2.4(a)(ii), executed by H. Xxxxx Xxxxxxxx, Xx. (the "Employment Agreement"); (iii) a lock-up noncompetition agreement in the form of Exhibit 2.5(a)(ii2.4(a)(iii), duly executed by Seller H. Xxxxx Xxxxxxxx, and H. Xxxxx Xxxxxxxx, Xx. (the “Lock-up "Noncompetition Agreement”); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement”"); (iv) an employment agreement in the form reasonably acceptable to Xxxx Xxxx original Shareholder Notes marked "superceded and Buyer, duly executed by Xxxx Xxxx (the “Xxxx Xxxx Employment Agreement”)replaced"; (v) an employment agreement a ten (10) year lease for the facility at which the Company currently operates 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 substantially the form of Exhibit 2.5(a)(vii), duly 2.4(a)(v) (the "Facility Lease") executed by the owners of such directors and officers;property; and (viiivi) a certificate executed by Seller Sellers representing and the Company as warranting to the accuracy Buyer that each of their Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before if made on the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementDate. (b) Buyer shall will deliver to SellerSellers: (i) $1,000,000 in cash 1,500,000 by wire transfer to an account accounts specified by Seller Sellers; (ii) 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 personally guaranteed by Xxxx X. Xxxxxx pursuant to guaranty agreements in the form of Exhibit 2.4(b)(ii)(B) (the "Guaranties"); (iii) stock purchase warrants in the aggregate amount of $2,000,000 issued to Sellers in the form of Exhibit 2.4 (b)(iii) executed by Buyer 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 writing delivered certificate executed by Buyer to Buyer the effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (iivi) the Employment Agreements duly executed by Buyer; (iii) the Investment Letter duly executed by Buyer; and (ivvii) such other documents as Seller the Facility Lease executed by Premier, which will be personally guaranteed by Xxxx X. Xxxxxx pursuant to a guaranty agreement in the form of Exhibit 2.4(b)(vii)(A) and its counsel may reasonably request guaranteed by Buyer pursuant to demonstrate satisfaction a guaranty agreement in the form of the conditions and compliance with the covenants set forth in this AgreementExhibit 2.4(b)(vii)(B).

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller Buyers shall deliver to Buyerreceive: (i) stock certificates representing the Shares, dully duly endorsed in blank or accompanied by stock powers in proper form property for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofapplicable Buyer; (ii) from Cinemex, copies of the instructions to the Secretary of Cinemex's board of directors to make the necessary notations in the stock registry book of Cinemex, reflecting the transfer of the Shares and the recordation of the applicable Buyer as shareholder of Cinemex; (iii) a lock-up noncompetition agreement in the form of Exhibit 2.5(a)(ii2.5(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 "Noncompetition Agreements"); (iv) a release in the form of Exhibit 2.5(a)(iv), executed by the Common Shareholder (the "Common Shareholder Release"); (v) a true and complete copy of the Concentration Trust duly executed and delivered by Seller all of the parties thereto; (vi) an opinion of Ritch, Heather y Mueller, S.C., dated the “Lock-up 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 employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyeropinion of Kaye Scholer LLP, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment 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 dated as of the Company, and of members of all the boards committeesClosing Date, in the form of Exhibit 2.5(a)(viiExhibxx 2.5(b)(iii), duly executed by such directors and officers; (viii) a certificate executed by Seller and the Company as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Buyer shall deliver to Seller: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing Date; (ii) the Employment Agreements duly executed by Buyer; (iii) the Investment Letter duly executed by Buyer; and (iv) such other documents deliver to the Shareholders a certificate executed by each Buyer as Seller and its counsel may reasonably request to demonstrate satisfaction the accuracy of the conditions representations and compliance with warranties as provided in Section 8.1 and as to performance the of covenants set forth as provided in this AgreementSection 8.2.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing:, (a) Seller shall The Sellers and the Company will deliver to the Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form powers), and notarized, for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up agreement releases in the form of Exhibit 2.5(a)(ii), duly 2.4(a)(ii) executed by Seller Sellers (the “Lock-up Agreement”collectively, "Sellers' Releases"); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyerof Exhibit 2.4(a)(iii)(A), duly executed by Xxxxxx 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 “Xxxxxx Xxxxxx "Employment Agreement”Agreements"); (iv) an employment agreement separate lease agreements, each in the form reasonably acceptable to Xxxx Xxxx and Buyerof Exhibit 2.4(a)(iv), duly executed by Xxxx Xxxx Titan Partners with respect to each Lease Property (collectively, the “Xxxx Xxxx Employment Agreement”);"Lease Agreements") and (v) an employment agreement the various opinions, certificates, instruments and other documents referred to in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Article VII of this Agreement” and together with the Xxxxxx Xxxxxx Employment Agreement and Xxxx Xxxx Employment Agreement, the “Employment Agreements”); (vi) an assignment agreement in certified copies of the form reasonably acceptable to Seller articles of incorporation and Buyer, assigning all by-laws 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 complete stock books, stock ledgers, minute books and directors corporate seals 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;; and (viii) a certificate executed by Seller resignations of such officers and directors (form their offices as such) of the Company as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementrequest. (b) Buyer shall will deliver to SellerSellers: (i) $1,000,000 4,500,000 (the "Cash Payment"), in cash immediately available funds by wire transfer to an account specified of the Sellers, with a bank in Charleston, West Virginia designated by Seller in a writing delivered the Sellers, by notice to Buyer on the Buyer, not later than two (2) business days prior to the Closing Date; (ii) 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 subordinate to the Senior Indebtedness: (A) $387,096 Promissory Note payable to Willxxx X. Xxxxx, XXI, (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 Employment Agreements duly Agreements, executed by Buyer; (iiiiv) the Investment Letter duly Lease Agreements, executed by Buyer; and (ivv) such the various opinions, certificates, instruments and other documents as Seller and its counsel may reasonably request referred to demonstrate satisfaction in Article VIII of the conditions and compliance with the covenants set forth in this Agreement.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall deliver to BuyerPurchaser: (i) stock certificates representing the SharesXxxx of Sale, dully endorsed in blank or accompanied duly executed by stock powers in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofSeller; (ii) a lock-up agreement in the form of Exhibit 2.5(a)(ii), duly executed by Seller (the “Lock-up Agreement”); (iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment 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 Seller representing and warranting to Purchaser that each of the Company as to the accuracy of their representations and warranties of Seller in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Memorandum that were delivered by Seller to Purchaser prior to the Closing Date in accordance with Section 8.1 6.5); (iii) such other documents as Purchaser may reasonably request for the purpose of (A) evidencing the accuracy of any of Seller’s representations and as to their warranties, (B) evidencing the performance by Seller of, or the compliance with and performance of their covenants and obligations by Seller with, any covenant or obligation required to be performed or complied with at by it, (C) evidencing the satisfaction of any condition referred to in Article 8, or before (D) otherwise facilitating the Closing Date in accordance with Section 8.2; (ix) a certificate consummation or performance of any of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementContemplated Transactions. (b) Buyer Purchaser shall deliver to Sellerdeliver: (i) $1,000,000 A stock certificate(s) representing 12,222,222 shares of the Stock in cash the name of Seller, or as designated by wire Seller, and evidence of direction and authority given to Purchaser’s transfer agent to an account specified by issue a certificate in the name of Seller in a writing delivered for such additional shares of the Stock as may be required to Buyer on the Closing Datebe issued pursuant to Section 2.4.; (ii) the Employment Agreements Xxxx of Sale duly executed by BuyerPurchaser; (iii) the Investment Letter duly a certificate executed by BuyerPurchaser to the effect that each of Purchaser’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 (iv) such other documents as Seller and its counsel may reasonably request for the purpose of (A) evidencing the accuracy of any representation or warranty of Purchaser, (B) evidencing the performance by Purchaser of, or the compliance by Purchaser with, any covenant or obligation required to demonstrate be performed or complied with by Purchaser, (C) evidencing the satisfaction of any condition referred to in Article 9, or (D) otherwise facilitating the conditions 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 compliance with operating control of the covenants set forth in this AgreementAssets.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to Buyer: (i) stock certificates representing the Shares, dully endorsed in blank or Shares accompanied by duly executed stock powers in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofpowers; (ii) a lock-up agreement releases in the form of Exhibit 2.5(a)(ii), duly 2.4(a)(ii) executed by Seller X. Xxxxx, X. Xxxxx and Michelin (collectively, the “Lock-up Agreement”"Sellers' Releases"); (iii) an employment agreement agreements in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyerof Exhibit 2.4(a)(iii), duly executed by Xxxxxx Xxxxxx X. Xxxxx and Michelin (collectively, the “Xxxxxx Xxxxxx "Employment Agreement”Agreements"); (iv) an employment agreement noncompetition agreements in the form reasonably acceptable to Xxxx Xxxx and Buyerof Exhibit 2.4(a)(iv), duly executed by Xxxx Xxxx X. Xxxxx and Michelin (collectively, the “Xxxx Xxxx Employment Agreement”"Noncompetition Agreements"); (v) an employment agreement in resignations from all current officers and directors of the form reasonably acceptable to Xxxxxx Xxxxxx Company other than X. Xxxxx who shall remain President of the Company and Buyer, duly executed by Xxxxxx Xxxxxx (Michelin who shall remain Vice President of the “Xxxxxx Xxxxxx Employment Agreement” and together with the Xxxxxx Xxxxxx Employment Agreement and Xxxx Xxxx Employment Agreement, the “Employment Agreements”)Company; (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 Seller and the Company as Sellers to the accuracy effect that (A) each of their Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date in accordance with Section 8.1 as if made on the Closing Date; and as to their compliance with and performance (B) each of their the covenants and obligations agreements of Sellers to be performed prior to the Closing Date has been duly performed or complied with at or before by the Closing Date in accordance with Section 8.2Seller; (ixvii) a certificate of from the Secretary of each the Company attaching and certifying to (a) the Company's Organizational Documents and (b) resolutions 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 actions of Seller’s and the Company’s board of directors and shareholders of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated herein and certifying to the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated hereinContemplated Transactions; (xviii) any and all the earnout agreement in the form of Exhibit 2.4(a)(vii), execute by Sellers (the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company"Earnout Agreement"); and (xiix) such other the documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementcontemplated by Section 7.3 hereof. (b) Buyer shall will deliver to SellerSellers: (i) $1,000,000 in cash the Initial Purchase Price by bank cashier's check or by wire transfer to an account the accounts specified by Seller in a writing delivered Sellers, to Buyer be allocated among the Sellers pursuant to the allocation schedule set forth on Part 2.4 of the Closing DateDisclosure Letter; (ii) a certificate executed by Buyer to the Employment Agreements effect that, (A) each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (B) each of the covenants and agreements of Buyer to be performed prior to the Closing Date has been duly executed performed and complied with by Buyer; (iii) a certificate from the Investment Letter duly Secretary of Buyer attaching and certifying to (a) the Buyer's 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) the Noncompetition Agreements, executed by Buyer; (vi) the Earnout Agreement, executed by Buyer; and (ivvii) such other the documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementcontemplated by Section 8.3 hereof.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to Buyer: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form for transferpowers), with appropriate signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofBuyer; (ii) a lock-up agreement releases in the form of Exhibit 2.5(a)(ii), duly 2.4(a)(ii) executed by Seller Sellers (the “Lock-up Agreement”collectively, "Sellers' Releases"); (iii) an employment agreement agreements in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyerof Exhibit 2.4(a)(iii), duly executed by Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx, Xxx Xxxxxxxxx, Xxxx Xxxx and Will Xxxxxxxxx (the “Xxxxxx Xxxxxx collectively, "Employment Agreement”Agreements"); (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 investment 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)(vii2.4(a)(iv), duly executed by such directors and officers;Sellers (collectively, the "Investment Letters"); and (viiiv) a certificate executed by Seller Sellers, excluding Xxx Xxxxx, representing and the Company as warranting to the accuracy Buyer that each of their Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company6.5); and (xivi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction Loan Agreements in the form of Exhibit 2.4(a)(vi), executed by the conditions and compliance with Company (the covenants set forth "Loan Agreements"); and (vii) a shareholder's agreement in this the form of Exhibit 2.4(a)(vii) executed by Sellers (the "Shareholders' Agreement."); and (b) Buyer shall will deliver to SellerSellers: (i) certificates representing the Purchase price, which Buyer and Sellers mutually agree that for purposes of this Agreement shall represent a value of $1,000,000 1,000,000; (ii) the Loan Agreement evidencing a line of credit for the Company in cash an amount of not less than $358,000 executed by wire transfer Lender; (iii) a certificate executed by Buyer to an account specified by Seller the effect that, except as otherwise stated in a writing delivered to Buyer such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (iiiv) the Employment Agreements duly Agreements, executed by Buyer;the Company; and (iiiv) the Investment Letter duly Shareholders' Agreement executed by Buyer; and (ivvi) such other documents as Seller and its counsel may reasonably request Option Agreements in the form of Exhibit 2.4(b)(vi) executed by Buyer (the "Option Agreement") granting Sellers, collectively an option to demonstrate satisfaction purchase 150,000 shares of the conditions and compliance with the covenants set forth in this AgreementBuyer's common stock.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing:: ------------------- (a) Seller shall The Stockholders will deliver to BuyerWMT: (i) stock certificates representing the Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form for transferpowers), with appropriate signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofWMT; (ii) a lock-up an employment agreement in substantially the form of Exhibit 2.5(a)(ii)C-1 attached hereto, duly executed by Seller Carlton Xxxxxx Xxxxxxx XX, and, if such are executed by Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxx and Xxxxxxx X. X. Xxxxxx, employment agreements in substantially the forms of Exhibits C-2, C-3 and C-4, respectively attached hereto (collectively, the “Lock-up Agreement”"Employment Agreements"); (iii) an employment agreement noncompetition agreements in substantially the form reasonably acceptable to Xxxxxx Xxxxxx forms of Exhibits D and BuyerE attached hereto, duly executed by Xxxxxx Xxxxxx Stockholder 1 and XXX with respect to Exhibit D, and Stockholder 2 with respect to Exhibit E (collectively, the “Xxxxxx Xxxxxx Employment Agreement”"Noncompetition Agreements"); (iv) an employment agreement the XXX Agreement in substantially the form reasonably acceptable to Xxxx Xxxx and Buyerof Exhibit F attached hereto, duly executed by Xxxx Xxxx XXX (the “Xxxx Xxxx Employment "XXX 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 Registration Rights 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 substantially the form of Exhibit 2.5(a)(vii)G attached hereto, duly executed by such directors and officers;Stockholder 2 (the "Registration Rights Agreement"); and (viiivi) a certificate executed by Seller the Company and by each of the Stockholders representing and warranting to WMT that, except as otherwise stated in such certificate, each of the Company's and the Company as to the accuracy of their Stockholders' 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 in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before if made on the Closing Date in accordance with Section 8.2; (ix) a certificate of the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company)Date; and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Buyer shall WMT will deliver to Sellerthe Stockholders: (i) $1,000,000 the Estimated Cash Payment as provided in cash Section 2.2(b); (ii) a certificate representing the 510,714 WMT Shares to Stockholder 2; (iii) a certificate executed by wire transfer WMT to an account specified by Seller the Stockholders to the effect that, except as otherwise stated in a writing delivered to Buyer such certificate, each of WMT'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; (iiiv) the Employment Agreements duly Agreements, executed by BuyerWMT; (iiiv) the Investment Letter duly XXX Agreement, executed by BuyerWMT; (vi) the Registration Rights Agreement, executed by WMT; and (ivvii) such other documents as Seller and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementNoncompetition Agreements, executed by WMT.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller shall Sellers will deliver to Buyer: (i) stock certificates representing the Purchase Shares, dully duly endorsed in blank (or accompanied by duly executed stock powers in proper form for transferpowers), with appropriate any transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof;stamps offered thereto. (ii) a lock-up agreement employment agreements in the form of Exhibit 2.5(a)(ii), duly executed by Seller Robxxx X. Xxxxxxx xxd Marx X. Xxxxxx (the “Lock-up Agreement”xollectively, "EMPLOYMENT AGREEMENTS"); (iii) an employment agreement noncompetition agreements in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyerof Exhibit 2.5(a)(iii), duly executed by Robxxx X. Xxxxxxx, Xarx X. Xxxxxx, xhe Robxxx X. Xxxxxxx Xxust, the Marx X. Xxxxxx Xxxxxx Xxust, and Terxx X. Xxxxxxx (collectively, the “Xxxxxx Xxxxxx Employment Agreement”"NONCOMPETITION AGREEMENTS"); (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 Seller Sellers representing and the Company as warranting to the accuracy Buyer that each of their 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 Schedules that shall have been delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 8.1 5.5) and as identifying any Breaches of the representations and warranties (without giving effect to their compliance with and performance of their covenants and obligations any such supplements) that would cause the conditions set forth in Section 7.1 not to be performed or complied with at or before satisfied; (v) a 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 all members of the Closing Date Board of Directors of each Acquired Company; (vii) an agreement in accordance with Section 8.2the 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) a certificate 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 the Secretary of 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 actions of Seller’s and 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 the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated hereinBuyer; (x) any and all an opinion of counsel for Sellers, dated the Records of the Company (includingClosing Date, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company)in a form reasonably acceptable to Buyer; and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementTransaction Expenses Statement. (b) Buyer shall will deliver to SellerSellers: (i) $1,000,000 a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in cash by wire transfer to an account specified by Seller this Agreement was accurate in a writing delivered to Buyer 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; (ii) the Employment Agreements Agreements, duly executed by Buyer; (iii) the Investment Letter Escrow Agreement and the Additional Payment Escrow Agreement, duly executed by Buyer; (iv) the Noncompetition Agreements, duly executed by Buyer; (v) certificates evidencing the shares of AdvancePCS stock to be issued to Sellers pursuant to Section 2.2; and (ivvi) such other documents as Seller and its an opinion of counsel may for Buyer, dated the Closing Date, in a form reasonably request acceptable to demonstrate satisfaction Sellers. (c) the Acquired Companies shall pay in full the amount of the conditions and compliance with the covenants Acquired Companies' Transaction Expenses as set forth in this Agreementthe Transaction Expenses Statement.