Common use of Closing Obligations Clause in Contracts

Closing Obligations. At the Closing: (a) the Sellers shall deliver to Buyer: (i) stock certificates representing the Shares endorsed in blank and accompanied by duly executed assignment documents; (ii) a good standing certificate of the Acquired Entities from the Secretary of State of the State of Delaware, dated no more than ten (10) days prior to the Closing Date; (iii) a certificate of the Secretary of the Company dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as of the Closing Date, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down Certificate.

Closing Obligations. At On the ClosingClosing Date: (a) the Sellers shall deliver to BuyerSeller will deliver: (i) stock to Buyer certificates representing the Shares 40.19447 AMAL Shares, duly endorsed in blank and (or accompanied by duly executed assignment documentsstock powers) by an authorized officer of Seller; and (ii) to AVLIC a counterpart of each of the following: (x) Agreement Regarding Distribution, (y) Management and Administrative Service Agreement and (z) Termination Agreement, each executed by an authorized officer of Seller. (b) Seller will deliver to AMAL; (i) certificates representing 2.00225 AMAL Shares, duly endorsed (or accompanied by duly executed stock powers) by an authorized officer of Seller, and (ii) a counterpart of the AIC Shareholder Agreement, executed by an authorized officer of Seller. (c) Buyer will deliver or cause to be delivered to Seller: (i) $ in immediately available funds via wire transfer as follows: The Bank of New York ABA #021000018 Account xxxx: XxerUs Life Insurance Company Account number: 0000-010040 Attn: Matthew Haney which amounx xxxxxxxxxx the purchase price Buyer is paying for the AMAL Shares; (ii) a good standing certificate counterpart of the Acquired Entities from the Secretary Agreement Regarding Distribution executed by an authorized officer of State of the State of Delaware, dated no more than ten (10) days prior to the Closing DateAVLIC; (iii) a certificate counterpart of the Secretary of the Company dated as of the Closing Date, in form Management and substance reasonably satisfactory to Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted Administrative Service Agreement executed by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each an authorized officer of the Company executing this Agreement and the Transaction Documents;AVLIC; and (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each a counterpart of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly Termination Agreement executed by or on behalf Xxx an authorized officer of AVLIC and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the CompanyBuyer. (bd) Buyer shall AMAL will deliver to the Sellers’ RepresentativesSent : (i) a counterpart of the AIC Shareholder Agreement executed by an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery authorized officer of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1;AMAL; and (ii) a good standing certificate of Buyer from certificates representing the state of its incorporationAIC Shares, dated no later than ten duly endorsed (10or accompanied by duly executed stock powers) days prior to the Closing Date; (iii) a certificate of Buyer, dated as of the Closing Date, executed by a duly an authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down CertificateAMAL.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, except with regard to the items set forth in Sections 2.9(a)(iv), (v), (viii), (x) and (xi), which conditions shall be satisfied by 5:00 p.m. Wisconsin time on the day before the hearing on the approval of the Sale Order: (a) Seller, Shareholder and Anchor, as the Sellers case may be, shall deliver to BuyerIIS: (i) stock certificates representing a xxxx of sale for the Shares endorsed Purchased Assets that are tangible personal property in blank and accompanied the form of Schedule 2.9(a)(i) (the "Xxxx of Sale"), executed by duly executed assignment documentsSeller; (ii) a good standing certificate an assignment of all of the Acquired Entities from Purchased Assets that are intangible personal property in the Secretary form of State Schedule 2.9(a)(ii) (the "Assignment of the State of DelawareContract Rights"), dated no more than ten (10) days prior to the Closing Dateexecuted by Seller; (iii) assignments of all telephone numbers, assignments of all copyrights and a certificate separate assignment of all marks, trade secrets and net names both in the form set forth on Schedule 2.9(a)(iii) (the "Assignment of Copyrights" and the "Assignment of Marks, Trade Secrets and Net Names"), executed by Seller; (iv) valid and binding assignment of Transferred Customer contracts to IIS and consent to such transfer from the top twenty (20) Transferred Customers, ranked by invoiced amounts during 2001 (the "Top Twenty Customers"); (v) valid and binding assignment of those Reseller Contracts to IIS and consent to such transfer from the counterparties to those Reseller; (vi) a true and correct copy of the Secretary Sale Order issued by the Court, satisfactory to IIS in form and substance, authorizing the sale of the Company dated as Purchased Assets to IIS in accordance with the terms hereof, together with any other necessary or desirable approvals or authorizations of the Closing DateCourt or any creditors or other parties pursuant to the Chapter 128 Creditors' Action; (vii) a list of Eligible Anchor Receivables and such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by IIS, each in form and substance reasonably satisfactory to Buyer, as to: (A) the Second Amended IIS and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly its legal counsel and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as of the Closing Date, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down Certificate.

Closing Obligations. At the Closing: (a) the Sellers shall deliver to Buyer: (i) stock certificates representing the Shares Stock, duly endorsed in blank and (or accompanied by duly executed assignment documentsstock powers) for transfer to Buyer; (ii) assignments of the Interests to Buyer, in the form of Exhibit 2.4(a)(ii) executed by the Cxxxxxxxxxx Sellers; (iii) releases in the form of Exhibit 2.4(a)(iii) executed by Sellers (collectively, “Sellers’ Releases”); (iv) a reasonably current long-form good standing certificate (or equivalent document) for each of the Acquired Entities Companies issued by the secretary of state of such Person’s jurisdiction of formation and in each state in which such Person is qualified to do business as a foreign entity; (v) copies of the Certificate of Incorporation (or equivalent document) of each of the Acquired Companies, certified by the secretary of state of such Person’s jurisdiction of formation, and copies of the Bylaws (or equivalent document) of each such Person, certified by an officer of such Person; (vi) (A) a Payoff Letter from the lender of each Company Debt or appropriate termination statements under the Uniform Commercial Code or mortgage releases to release all security interests against the Acquired Companies (or any of their assets) and (B) a Fee Statement Letter from each Representative of the Acquired Companies; (vii) written resignations of each director (or equivalent) and officer of the Acquired Companies set forth in Exhibit 2.4(a)(vii); (viii) evidence satisfactory to Buyer that (A) the Plan for Incentive Compensation for Cxxxxxxxxxx, LLC and the Management Services Agreement dated March 24, 2005 between the Company and Spell Capital Partners Fund I, L.P. have been terminated, (B) the Member Control Agreement of Cxxxxxxxxxx, LLC dated February 2, 1999 as amended has set the number of governors at no less than eight (8) and that is has been terminated, and (C) all agreements entered into in connection with any of the foregoing, have all been terminated, or shall be terminated, without any liability to the Acquired Companies or to Buyer and its Affiliates therefor; (ix) a termination and estoppel in a form reasonably acceptable to Buyer executed by Mxxx Xxxxx 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 “Escrow Amount ”) to the Escrow Agent by wire transfer of immediately available funds to be held in accordance with the 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 applicable employment taxes to be paid by, the Company or Buyer pursuant to applicable law, which amounts Buyer agrees to timely pay or cause the Company to be paid as required pursuant to law), in accordance with the instructions specified in the Closing Proceeds Statement described in Section 2.6; (v) reasonable evidence that the cost and expenses in connection with the new Title Policies and the Environmental Policies described in Section 7.6 have been paid in full; (vi) an amount equal to the Closing Proceeds to the Sellers in the manner set forth on the Closing Proceeds Statement described in Section 2.6, by wire transfer of immediately available funds; (vii) the amount set forth in a certificate executed by the Company’s Chief Financial Officer, which amount shall equal the costs paid or payable by the Company as of the Closing Date in order to make the Company’s financial statements and processes compliant with the federal securities laws, in accordance with the instructions specified in such certificate; (viii) a certificate executed by Buyer with regard to the conditions set forth in Sections 8.1 and 8.2(a); (ix) a reasonably current long-form good standing certificate (or equivalent document) for Buyer issued by the Secretary of State of the State of Delaware, dated no more than ten (10) days prior to the Closing Date; (iii) a certificate of the Secretary of the Company dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, such other documents and instruments as Sellers shall reasonably request to consummate the Contemplated Transactions. (c) Buyer and Sellers’ Representative shall enter into an escrow agreement in the form previously agreed to by the Parties of Exhibit 2.4(c) (the “Non-Competition Escrow Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as of the Closing Date, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down Certificate.

Closing Obligations. At the ClosingAT THE CLOSING: (a) the Sellers shall will deliver or cause to be delivered to Buyer: (i) stock certificates representing the Shares Shares, duly endorsed in blank and (or accompanied by duly executed assignment documentsstock powers), for transfer to Buyer in form and substance satisfactory to Buyer; (ii) a 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 2.4(a)(iv) attached hereto, executed by Xxxxx Xxxxxx (the "PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT") and a copy of the Pelorus Software Agreement executed by Xxxx Xxxxxxx and the Company; (v) confirmation that no change has been made or, if Sellers have made changes in accordance with Section 6.9, a written schedule of such changes, with respect to the payment instructions for a portion of the Purchase Price by transfer of cash to the Company and Buyer Restricted Shares pursuant to the outline on Exhibit 2.2, against delivery by the individuals identified on Exhibit 2.2(Exh A) thereto of a Share Restriction Agreement in the form of Exhibit 2.2(Exh D) attached thereto for each such individual and evidence regarding satisfaction by the Company of its withholding obligations with respect to the Success Bonuses; (vi) an amendment to that certain Lease Agreement by and between TERA Properties, LLC and the Company, with respect to the leased premises located at 000 Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx in the form attached hereto as Exhibit 2.4(a)(vi), executed by TERA Properties, LLC and the Company; (vii) an executed termination letter with respect to that certain Lease Agreement by and between Pinnacle Technologies LLC and the Company with respect to the leased premises located at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx; (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 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 material respects (or in all respects with regard to such representations and warranties that are qualified by materiality) as of the Closing Date as if made on the Closing Date, except to the extent that any inaccuracies in such representations and warranties, considered individually or collectively, as of the Closing Date could not reasonably be expected to have a Material Adverse Effect on the Company; (xv) 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 certificate of the Acquired Entities from the Secretary of State of the State of DelawareAlabama 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, dated Colorado, Florida, Maryland, New Jersey, New Mexico, Oklahoma, South Carolina, Texas and Virginia; copies of resolutions adopted by the Board of Directors of the Company authorizing the execution and delivery of the Agreement and the consummation of the Contemplated Transactions, certified by a Secretary or Assistant Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (xxv) an updated list of employees of the Company setting forth the information requested in Section 3.20; and (xxvi) such other certificates, agreements and other documents as are listed in the schedule of closing documents. (b) Buyer will deliver to Sellers or caused to be delivered at the direction of Sellers: (i) following the payment by Buyer of the amounts set forth in Sections 2.4(b)(ii) through (iv) and Section 2.4(e), if applicable, the balance of the Purchase Price to Sellers pro rata in accordance with their ownership of the Shares of the Company, as specified in Schedule II attached hereto, by wire transfer of immediately available funds to accounts specified by Sellers in writing no more later than ten five (105) days prior to the Closing Date; (iiiii) a certificate the sum of $15,000,000 (the "MASTER ESCROW AMOUNT") to the Master Escrow Agent, subject to the requirements of the Secretary of the Company dated as of the Closing DateMaster Escrow Agreement, in form and substance reasonably satisfactory by bank cashier's or certified check or wire transfer to Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted an account specified by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction DocumentsMaster Escrow Agent; (iviii) the sum of $16,447,982.00 (as such amount may be adjusted pursuant to Section 6.9), to the Company Bring-Down Certificate; (v) (A) payoff letters from each on behalf and at the direction of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment Sellers as a portion of the amount specified Purchase Price, payable $11,576,251.00 in such letters, all obligations cash and $4,871,731.00 by delivery of the Company that number of Buyer Restricted Shares equal to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to $4,871,731.00, divided by (ii) the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of Buyer Common Share Price. The cash payment shall be made by wire transfer of immediately available funds to the account 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 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’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated writing no later than ten five (105) days prior to the Closing Date; (iiiv) 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, executed by a duly authorized officer in the form of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (AExhibit 2.4(b)(ix) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documentsattached hereto; (ivx) an opinion of Day, Xxxxx & Xxxxxx LLP, dated as of the Registration Rights AgreementClosing Date, duly executed by or on behalf in the form of Buyer; (vExhibit 2.4(b)(x) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyerattached hereto; and (viixi) the Sellers' and Company Mutual Release, the Retention and Noncompetition Agreements, and the Proprietary Information and Inventions Agreement, each executed by Buyer Bring-Down Certificateand/or the Company, as the case may be and the Share Restriction Agreements, executed as provided on Exhibit 2.2. (c) Buyer and Sellers will enter into a master escrow agreement in the form of Exhibit 2.4(c) attached hereto (the "MASTER ESCROW AGREEMENT") with Xxxxx Fargo Bank, National Association (the "MASTER ESCROW AGENT"). (d) In the event that the Estimated Purchase Price is greater than $175,625,000 then Buyer shall pay the amount of such difference (the "BUYER PRICE ADJUSTMENT ESCROW AMOUNT") to the Master Escrow Agent, subject to the requirements of the Master Escrow Agreement, by bank cashier's or certified check or wire transfer to an account specified by the 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 Buyer shall on behalf of Sellers pay the 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 the amounts and to the accounts specified in Sections 2.4(b)(i) through 2.4(b)

Closing Obligations. At the Closing: (a) the Sellers shall will deliver to Buyer: (i) stock certificates representing the Shares Shares, duly endorsed in blank and (or accompanied by duly executed assignment documentsstock powers), for transfer to Buyer in form and substance satisfactory to Buyer; (ii) releases in the form of Exhibit 2.4(a)(ii) attached hereto executed by each of the Sellers (collectively, "Sellers' Releases"); (iii) employment and non-competition agreements in the form of Exhibit 2.4(a)(iii) attached hereto, executed by, Xxxx X. Xxxxx and Xxxx X. Xxxxxxx (collectively, "Employment and Non-Competition Agreements"); (iv) a consulting and non-competition agreement in the form of Exhibit 2.4(a)(iv) attached hereto, executed by Xxxxxxx X. Xxxx (the "Consulting and Non-Competition Agreement"); (v) releases in the form of Exhibit 2.4(a)(v) attached hereto executed by Xxxxx X. Xxxxx and each of the Sellers, respectively, with the regard to any rights or claims under the Deferred Compensation Agreements; (vi) a receipt and release in the form of Exhibit 2.4(a)(vi) attached hereto executed by the Sole Former Shareholder; (vii) an opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, dated the Closing Date, in the form of Exhibit 2.4(a)(vii) attached hereto; (viii) executed resignations, effective as of the Closing Date of each officer and director of the Company; (ix) the Disclosure Letter executed by Sellers; (x) copies of all notices and Consents required pursuant to Section 3.2(b) of the Agreement and that have been obtained prior to Closing; (xi) all books of account, minute books, stock record books, and other records of the Company then in the possession of Sellers or their Representatives; (xii) 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 certificate of the Acquired Entities from the Secretary of State of the State of Delaware, dated no more than ten (10) days prior Delaware showing all documents filed in such office with regard to the Closing Date; (iii) a certificate of Company; tax clearance certificates and good standing certificates from the Secretary of the Company dated as State Corporation Commission of the Closing Date, in form Commonwealth of Virginia and substance reasonably satisfactory to Buyer, as to: (A) the Second Amended and Restated Certificate Secretary of Incorporation State of the Company (the “Restated Certificate”)States of California, Hawaii and South Carolina; (B) the Bylaws copies of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (with respect to the “Board”)Contemplated Transactions, evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby certified by a Secretary or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations Assistant Secretary of the Company to such Persons shall be satisfied true, correct, complete and (B) all executed Xxxxxx Notes (or a lost note affidavit in full force and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director effect and Officer unmodified as of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (xxiii) a non-competition agreementsuch other certificates, in agreements and other documents as the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the CompanyBuyer may reasonably request. (b) Buyer shall deliver to the Sellers’ Representativeswill deliver: (i) an amount equal to Sellers, the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery aggregate sum of cash $22,650,000, by wire transfer of in immediately available funds of the amount and to the account or accounts specified by Sellers’ Representatives and set forth opposite the Buyer Notesname of each Seller on Schedule 2.4(b)(i) payable to the Sellers in accordance with Section 1.1attached hereto; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing DateEscrow Agent, the sum of $5,850,000 to the Escrow Agent, subject to the requirements of the Escrow Agreement, by bank cashier's or certified check or wire transfer to an account specified by the Escrow Agent; (iii) a certificate an opinion of BuyerDay, Xxxxx & Xxxxxx LLP, dated as of the Closing Date, executed by a duly authorized officer in the form of BuyerExhibit 2.4(b)(iii) attached hereto, in form and substance reasonably satisfactory to addressing the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its due authorization of the execution and delivery of this AgreementAgreement by, the Transaction Documents and the consummation enforceability of the TransactionsAgreement against, Buyer; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents;and (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) Employment and Non-Competition Agreements and the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Consulting and Non-Competition Agreement, duly each executed by or on behalf of Buyer; andthe Company. (viic) Buyer and Sellers will enter into an escrow agreement in the form of Exhibit 2.4(c) attached hereto (the "Escrow Agreement") with Branch Banking and Trust Company of Virginia (the "Escrow Agent"). (d) Buyer Bring-Down Certificatewill pay in full the amounts owed to Branch Banking and Trust Company of Virginia in accordance with Section 2.7(c). (e) All of the transactions to be concluded at the Closing shall be deemed concluded simultaneously. Unless waived, no transaction or delivery shall be deemed finally concluded unless and until all such transactions are concluded. (f) Buyer's delivery of the funds via wire transfer in the amounts and to the accounts specified in Section 2.4(b) shall, to the extent of the funds so delivered and subject to the terms of the Escrow Agreement, fully and finally discharge the obligation of Buyer with regard to the payment to Sellers of the Purchase Price. (g) Buyer and Sellers will deliver the completed and signed Form 8023 pursuant to the requirements of Section 5.2.

Closing Obligations. (a) At the Closing: (a) , the Company and Sellers shall deliver will deliver, or cause to Buyerbe delivered, to Parent and Newco: (i) stock certificates representing all of the Shares Shares, duly endorsed in blank and (or accompanied by duly executed assignment documentsstock powers), for transfer to Newco; (ii) employment agreements, executed by Michxxx Xxxxxx xxx Robexx X. Xxxxxx, xx the form of Exhibit 2.5(a)(ii) (the "Employment Agreements"); (iii) noncompetition agreements, executed by Michxxx Xxxxxx xxx Robexx X. Xxxxxx, xx the form of Exhibit 2.5(a)(iii) (the "Noncompetition Agreements"); (iv) a certificate executed by Sellers representing and warranting to Parent and Newco (A) that each of his or her and the 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 as if made on the Closing Date and (B) as to the amount of cash on hand in the Company and the amount of indebtedness of the Company at Closing (including amounts to be paid by Parent pursuant to Section 6.1(f)); (v) assignments, in form and substance satisfactory to Parent and Newco, executed by Sellers, transferring to the Company each such persons' respective rights, title and interest in and to any assets, including trade secrets or intellectual property, made use of by the Company in the conduct of its business; (vi) written evidence of termination of any Company Employee Plans other than United Healthcare health insurance policy identified on Schedule 3.18; (vii) written resignations and releases, effective as of the Closing Date, executed by all directors, officers and employees of the Company; (viii) at-will employment agreements, executed by all employees of the Company other than Michxxx Xxxxxx xxx Robexx X. Xxxxxx, xx the form of Exhibit 2.5(a)(viii) (the "At-Will Employment Agreements"); (ix) signature cards and executed powers of attorney for all bank accounts identified on Schedule 3.30 hereto; and (x) payoff letters relating to all debts listed on Schedule 6.1 executed by all creditors and lien holders listed thereon. (b) At the Closing Parent or Newco will deliver to Sellers: (i) a sum equal to the Cash Consideration minus the Holdback and a certificate stating the number of Unregistered Shares that will be paid in satisfaction of the Stock Consideration, with the actual stock certificates to be delivered within 5 business days from the Closing Date; (ii) a good standing certificate executed by Parent and Newco to the effect that each of Parent and Newco's representations and warranties in this Agreement were accurate in all respects as of the Acquired Entities from the Secretary date of State this Agreement and is accurate in all respects as of the State of Delaware, dated no more than ten (10) days prior to Closing Date as if made on the Closing Date; (iii) a certificate of the Secretary of the Company dated as of the Closing DateEmployment Agreements, in form executed by Newco and substance reasonably satisfactory to Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction DocumentsParent; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as of the Closing DateNoncompetition Agreements, executed by a duly authorized officer of Buyer, in form Newco and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of BuyerParent; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer;and (v) the At-Will Employment Agreement, duly Agreements executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down CertificateNewco.

Closing Obligations. At the Closing: (a) the Sellers shall will deliver to Buyer: (i) stock certificates representing the Shares and FMS Shares, duly endorsed in blank and accompanied by duly executed assignment documentsstock powers for transfer to Buyer; (ii) releases substantially in the form of Exhibit 2.5(a)(ii) executed by Sellers ("SELLERS' RELEASES"); (iii) a noncompetition/nonsolicitation agreement substantially in the form of Exhibit 2.5(a)(iii) executed by each Seller identified therein (the "NONCOMPETITION/NONSOLICITATION AGREEMENTS"); (iv) a certificate substantially in the form of Exhibit 2.5(a)(iv) executed by Sellers' Representative (the "SELLERS' CERTIFICATE"); and (v) a counterpart of a tax procedures agreement substantially in the form of Exhibit 2.5(a)(v) executed by Sellers (the "TAX PROCEDURES AGREEMENT"). (b) Buyer will deliver to Sellers: (i) the Base Purchase Price consisting of (A) $725,000,000 in the amounts set forth opposite the names of the respective Sellers in Part 2.5(b)(i) of the Sellers Disclosure Schedule (by Wire Transfer pursuant to instructions delivered by Sellers' Representative to Buyer not less than five (5) business days prior to Closing); (B) surrender of the Earnxxx Xxxey or delivery of $25,000,000 in lieu thereof as provided in Section 2.3; (C) payment of the sum of $35,000,000 to the First Escrow Agent (by Wire Transfer pursuant to instructions delivered by the First Escrow Agent to Buyer not less than five (5) business days prior to Closing); (D) payment of the sum of $65,000,000 to the Second Escrow Agent (by Wire Transfer pursuant to instructions delivered by the Second Escrow Agent to Buyer not less than five (5) business days prior to Closing) and (E) payment of the Estimated Adjustment Amount; (ii) a good standing certificate substantially in the form of Exhibit 2.5(b)(ii) executed by Buyer (the Acquired Entities from the Secretary of State of the State of Delaware, dated no more than ten (10) days prior to the Closing Date;"BUYER'S CERTIFICATE"); and (iii) a certificate counterpart of the Secretary of the Company dated as of the Closing Date, in form and substance reasonably satisfactory to Tax Procedures Agreement executed by Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents;. (ivc) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form Buyer and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreementSellers' Representative will enter into escrow agreements, substantially in the form of Exhibit B 2.5(c)-1 (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; "FIRST ESCROW AGREEMENT") with the escrow agent designated therein (ixthe "First Escrow Agent") spousal consents, and substantially in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as of the Closing Date, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down Certificate.Exhibit 2.5

Closing Obligations. At the Closing: (a) the Sellers shall deliver will deliver, or cause to be delivered, to Buyer: (i) stock certificates the certificate(s) representing the Shares Shares, duly endorsed in blank and (or accompanied by duly executed assignment documentsstock powers), with signatures guaranteed by a commercial bank or by a member firm of the National Association of Securities Dealers, Inc., for transfer to Buyer; (ii) the employment agreement in substantially the form of Exhibit 2.4(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"), executed, by DG; (iii) the consulting agreement in substantially the form of Exhibit 2.4(a)(iii) hereto with D& L Partnership, a good standing certificate Nevada General Partnership, the only partners of which are DF and LF (the "Consulting Agreement"); (iv) non-competition agreements in the form of Exhibits 2.4(a)(iv) (DF) and (LF) hereto, executed by each of the Acquired Entities from Sellers (collectively, the Secretary "Non-competition Agreements"); (v) an opinion of State John Doechung Lee, as counsel to Sellers and the Companx, xddressed to xxx Buyer in substantially the form of Exhibit 2.4 (v) hereto; and (vi) a certificate executed by Sellers and the Company representing and warranting to Buyer that each of Sellers' and Company's representations and warranties in this Agreement was accurate in all respects as of the State date of Delaware, dated no more than ten this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (10) days giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing DateDate in accordance with Section 5.5). (b) Buyer will deliver, or cause to be delivered, to Sellers: (i) the First Installment; (ii) promissory notes payable to DF and LF in the respective 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) 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 Secretary date of the Company dated this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents;and (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations guaranty of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement Sibling Entertainment Group, Inc. in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B 2.4(b) (iv) (the “Registration Rights Agreement”), "Company Guaranty") hereto duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as of the Closing Date, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down Certificate.

Closing Obligations. At the Closing: (a) Sellers or the Sellers shall Company, as applicable, will deliver or cause to be delivered to Buyer: (i) stock certificates representing the Shares Shares, duly endorsed in blank and (or accompanied by duly executed assignment documentsstock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) a good standing certificate of the Acquired Entities from Consulting Agreements executed by Xxxxx X. Xxxxxx in the Secretary of State of form attached hereto as EXHIBIT 2.4(a) (the State of Delaware, dated no more than ten (10) days prior to the Closing Date"Consulting -------------- Agreement");] (iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the Secretary then current Organizational Documents of the Company dated since the date of each of the Organizational Documents; and (B) each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (the "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and substance reasonably satisfactory to Buyeran additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, as to: (A) the Second Amended and Restated Certificate of Incorporation including without limitation those of the Company (the “Restated Certificate”); (B) the Bylaws State of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”), evidencing Missouri or its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby subdivisions or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), instrumentalities in form and substance reasonably satisfactory acceptable to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof);; and (vi) a duly separate Non-Competition Agreements executed resignation letter from each Director by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and Officer of X.X. Xxxxxxxx in the Company for whom Buyer requests a resignation at least three form attached hereto as EXHIBIT 2.4(a)(vi) (3) Business Days prior to the Closing Date, but in any event from each non"Non-employee Director of the Company;Competition Agreements"); and (vii) an employment agreement between Xxx such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the Companyperformance by Sellers of, in or the form previously agreed compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Parties Sellers, or (4) otherwise facilitating the “Employment Agreement”), duly executed by consummation or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form performance of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf any of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the CompanyContemplated Transactions. (b) Buyer shall will deliver to the Sellers’ Representatives:each Seller (or to such other Persons designated below): (i) an amount equal such Seller's share of the Purchase Price as set forth in instructions to be provided by Sellers together with the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1;Pro Forma Balance Sheet. (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior any consulting fees or other compensation required to be paid at Closing pursuant to the Closing Dateterms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer, dated '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, executed by a duly authorized officer in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, in form and substance reasonably satisfactory (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted be performed or complied with by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and or (4) otherwise facilitating the consummation of the Contemplated Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down Certificate.

Closing Obligations. At the Closing: (a) the Sellers shall Shareholders will deliver to BuyerParent: (i) stock certificates representing the Shares endorsed in blank Shares, to be surrendered to Newco and accompanied by duly executed assignment documentsParent; (ii) releases in the form of Exhibit 2.8(a)(ii) executed by Shareholders and the Minority Shareholders ("Shareholders' Release"); (iii) Noncompetition Agreements in the form of Exhibit 2.8(a)(iii), executed by Shareholders and the Minority Shareholders (the "Noncompetition Agreement"); and (iv) the Registration Rights Agreement (defined in Section 6.9) executed by the Shareholders; (v) a good standing certificate executed by Shareholders representing and warranting to Parent and Newco that Shareholders' representations and warranties in this Agreement are accurate in all respects as of the Acquired Entities from the Secretary of State of the State of Delaware, dated no more than ten (10) days prior to Closing Date as if made on the Closing Date; (vi) investment letters executed by Shareholders and the Minority Shareholders in the form attached hereto as Exhibit 2.8(a)(vi); (vii) Amended and Restated Voting Agreement dated September 20, 1995 as amended by Amendment No. 1 to Amended and Restated Voting Agreement dated January 17, 1997, executed by Shareholders; (viii) Amended and Restated Shareholders Agreement dated September 20, 1995 as amended by Amendment No. 1 to Amended and Restated Shareholders Agreement dated January 17, 1997, executed by Shareholders; (b) Parent will deliver: (i) to the Shareholders the Shareholders' Cash Amount less the Shareholders' Cash Contribution as follows: (A) $1,246,806 by bank cashier's or certified check payable to the order of Robexx X. Xxxxxx, (B) $690,730 by bank cashier's or certified check payable to the order of Alan X. Xxxxxxxxx, (C) $673,275 by bank cashier's or certified check payable to the order of Dale X. Xxxxxxx; xxd (ii) to the Minority Shareholders the Minority Shareholders' Cash Amount as follows: (A) $539,189 by bank cashier's or certified check payable to the order of the Minority Shareholders per written instructions given by them to Parent on or before the Closing date; and (iii) to the Shareholders the Shareholders' Stock Amount less the Shareholders' Stock Contribution as follows: (A) 257,880 shares of Parent Stock to Robexx X. Xxxxxx, (B) 142,865 shares of Parent Stock to Alan X. Xxxxxxxxx, xxd (C) 139,255 shares of Parent Stock to Dale X. Xxxxxxx. (c) Parent will deliver to Shareholders: (i) the Registration Rights Agreement executed by Parent; (ii) the Noncompetition Agreements executed by Parent; (iii) a certificate of the Secretary of the Company dated executed by Parent representing and warranting to Shareholders that Parent and Newco's representations and warranties in this Agreement are accurate in all respects as of the Closing Date as if made on the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents; (iv) the Company Bring-Down Certificate;voting agreement whereby certain shareholders of Parent agree on a voting arrangement for the designee of Robexx X Xxxxxx, Xxle X. Xxxxxxx xxx Alan Xxxxxxxxx (xxe "SWI Voting Agreement"). (vd) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form Parent and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof);Shareholders will enter into: (vii) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment escrow agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B 2.8(d)(i) (the “Registration Rights "Escrow Agreement”), duly executed by or on behalf of each Seller; (ix") spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1Texas Commerce Bank; (ii) a good standing certificate the Articles of Buyer from the state of its incorporationMerger, dated no later than ten (10) days prior to the Closing Date;which will be filed by Newco; and (iii) a certificate of Buyer, dated the lease agreement for the Crystal City Texas property in the form attached hereto as of Exhibit 2.8(d)(iii). (e) Parent will deliver the Closing Date, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory Escrow Amount to the Sellers’ Representatives, as to: (A) Escrow Agent to be held pursuant to the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Escrow Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down Certificate.

Closing Obligations. At the Closing: (a) the Sellers Buyers shall deliver to Buyerreceive: (i) stock certificates representing the Shares endorsed in blank and accompanied by duly executed assignment documents;Intentionally omitted. (ii) a good standing certificate of the Acquired Entities from certified copy by the Secretary of State the board of managers of Mexico SRL of the State stock registry book of DelawareMexico SRL, dated no more than ten (10) days prior reflecting the 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 Closing Datebooks and records of or pertaining to Mexico SRL; (iii) a certificate an opinion of the Secretary of the Company Minter Ellison, dated as of the Closing Date, in Australian counsel to Pxxxxxx, xx xxx form of Exhibit 2.5(a)(iii)-A and substance reasonably satisfactory an opinion of Basham, Ringe y Correa, S.C., dated the Closing Date, Mexican cxxxxxx to BuyerParentx, as to: (A) xx the Second Amended and Restated Certificate form of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction DocumentsExhibit 2.5(a)(iii)-B; (iv) certificates executed by Mexico SRL, each Parent, each Seller and Barbados as to the Company Bring-Down Certificateaccuracy 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) (A) payoff letters from each a certificate executed by Cinemex as to the accuracy of the Persons set forth on Schedule 1.1(b), representations and warranties as provided in form Section 8.1(b) and substance reasonably satisfactory as to Buyer, indicating that, upon payment of compliance with the amount specified covenants as provided in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof8.2(b); (vi) a duly executed resignation letter from each Director and Officer certificates of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director Secretary of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as of the Closing Date, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of BuyerMexico SRL, evidencing its authorization of each Parent, each Seller, Barbados, and each Cinemex Company as to the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures legal existence of each officer in their respective jurisdictions of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by incorporation or on behalf of Buyer; (v) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyerorganization; and (vii) a duly executed power of attorney letter (proxy letter) from Barbados relating to the 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, minus (y) the Loan Amount; (ii) 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 each Buyer Bring-Down Certificateas to the accuracy of the representations and warranties as provided in Section 9.1 and as to performance of the covenants as provided in Section 9.2; and (iv) deliver to Sellers and Barbados, in the case of MAV, a certificate of the Secretary (or other Person) of MAV as to the legal existence of MAV in Mexico, and in the case of USAC, a certificate of good standing issued by the Delaware Secretary of State as of a recent date.

Closing Obligations. At the Closing: (a) the Sellers shall The Company will deliver to the Buyer: (i) stock certificates representing the Shares endorsed in blank The Acquired Assets, free and accompanied by duly executed assignment documentsclear of all Encumbrances other than Permitted Encumbrances; (ii) a good standing certificate the Sxxxxx Employment Agreement, executed by Sxxxxx; (iii) agreements in the form attached hereto as Exhibit 2.5(a)(iii) executed by each of the Acquired Entities from the Secretary of State employees and independent contractors of the State Company identified on Schedule 2.5(a)(iii) (the “Producer Agreements”); (iv) confidentiality, non-solicitation and assignment agreements in the form attached hereto as Exhibit 2.5(a)(iv) executed by each of Delawarethe employees and independent contractors of the Company identified on Part I of Schedule 2.5(a)(iv) (the “Nondisclosure Agreements”); (v) agreements in the form attached hereto as Exhibit 2.5(a)(v) executed by each of the brokers identified on Schedule 2.5(a)(v) (the “Broker Agreements”); (vi) amendments to each of the Independent Contractor Agreements other than the Rxxxxxx Agreement, each in form satisfactory to the Buyer in its sole discretion, executed by BIA and/or NVIA, as applicable, and by the applicable Independent Contractor; (vii) an executed copy of Schedule 2.2(b) in form and substance satisfactory to the Buyer in its sole discretion; (viii) a certificate executed by each of BIA and NVIA representing and warranting to the Buyer that each of 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 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; (ix) a resolution of BIA’s board of directors authorizing BIA’s execution and delivery of this Agreement and the consummation of the Contemplated Transactions; (x) a resolution of NVIA’s board of directors authorizing NVIA’s execution and delivery of this Agreement and the consummation of the Contemplated Transactions; (xi) a Certificate of Fact issued by the SCC for each of BIA and NVIA, in each case dated no more not earlier than ten (10) days prior to the Closing Date; and (xii) such bills of sale, endorsements, assignments and other documents as are necessary to transfer to the Buyer good and valid title to the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. (b) The Buyer will deliver to the Company: (i) the Closing Payment; (ii) the Sxxxxx Employment Agreement, executed by the Buyer; and (iii) a certificate executed by the Buyer to the effect that each of the Secretary Buyer’s representations and warranties in this Agreement was accurate as of the Company dated date of this Agreement and is accurate as of the Closing Date, in form and substance reasonably satisfactory to Buyer, Date as to: if made on the Closing Date except (A) for any changes resulting from activities or transactions which may have taken place after the Second Amended date hereof and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted are permitted or contemplated by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby Agreement or which have been entered into or have otherwise occurred in connection herewith (collectively, the “Transaction Documents”) and the consummation Ordinary Course of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied Business and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior except to the Closing Date, but in any event from each non-employee Director extent that such representations and warranties are made as of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Selleranother specified date and, as applicable; and (x) a non-competition agreementto such representations and warranties, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer same shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated be true as of the Closing Date, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down Certificatesuch specified date.

Closing Obligations. At the Closing: (a) the Sellers shall will deliver to Buyer: (i) stock certificates representing the Shares Purchase Shares, duly endorsed in blank and (or accompanied by duly executed assignment documents;stock powers), with any transfer stamps offered thereto. (ii) a good standing certificate employment agreements in the form of the Acquired Entities from the Secretary of State of the State of DelawareExhibit 2.5(a)(ii), dated no more than ten executed by Robxxx X. Xxxxxxx xxd Marx X. Xxxxxx (10) days prior to the Closing Datexollectively, "EMPLOYMENT AGREEMENTS"); (iii) noncompetition agreements in the form of Exhibit 2.5(a)(iii), executed by Robxxx X. Xxxxxxx, Xarx X. Xxxxxx, xhe Robxxx X. Xxxxxxx Xxust, the Marx X. Xxxxxx Xxust, and Terxx X. Xxxxxxx (collectively, the "NONCOMPETITION AGREEMENTS"); (iv) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the Secretary date of the Company dated this Agreement and is accurate in all material respects as of the Closing Date, 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 form accordance with Section 5.5) and substance reasonably satisfactory to Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation identifying any Breaches of the Company representations and warranties (without giving effect to any such supplements) that would cause the “Restated Certificate”); conditions set forth in Section 7.1 not to be satisfied; (B) the Bylaws of the Company (the “Bylaws”); (Cv) a copy certificate of the resolutions duly good standing of each Acquired Company from its state of incorporation, and validly adopted by 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 Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Acquired Company; (vii) an employment agreement between Xxx in the form of Exhibit 2.5(a)(vii) (the "TERMINATION AGREEMENT") terminating: (A) the Agreement dated July 19, 1994 by and among certain of the Sellers and the Company, in and (B) the form previously agreed to Voting Trust Agreement dated October 9, 1996 by and among certain of the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired EntitiesSellers; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Escrow Agreement and Additional Payment Escrow Agreement”), duly executed by or on behalf of each Sellerthe Sellers; (ix) spousal consentssignature cards or other documentation in form and substance satisfactory to Buyer, necessary to transfer the signing authority for each Acquired Company's bank accounts to Representatives of Buyer; (x) an opinion of counsel for Sellers, dated the Closing Date, in the a form previously agreed reasonably acceptable to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicableBuyer; and (xxi) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the CompanyTransaction Expenses Statement. (b) Buyer shall will deliver to the Sellers’ Representatives: (i) an amount equal a certificate executed by Buyer to the Estimated Aggregate effect 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 Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to Date as if made on the Closing Date; (ii) the Employment Agreements, duly executed by Buyer; (iii) a certificate of Buyer, dated as of the Closing Date, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Escrow Agreement and the Transaction DocumentsAdditional Payment Escrow Agreement, duly executed by Buyer; (iv) the Registration Rights AgreementNoncompetition Agreements, duly executed by or on behalf of Buyer; (v) certificates evidencing the Employment Agreement, duly executed by or on behalf shares of Buyer;AdvancePCS stock to be issued to Sellers pursuant to Section 2.2; and (vi) an opinion of counsel for Buyer, dated the Non-Competition AgreementClosing Date, duly executed by or on behalf of Buyer; andin a form reasonably acceptable to Sellers. (viic) the Buyer Bring-Down CertificateAcquired Companies shall pay in full the amount of the Acquired Companies' Transaction Expenses as set forth in the Transaction Expenses Statement.

Closing Obligations. At the Closing: (a) the Sellers shall will deliver to Buyer: (i) stock certificates representing evidencing the Shares Shares, duly endorsed in blank and (or accompanied by duly executed assignment documentsand irrevocable stock powers), for transfer to Buyer, which shall be effective to transfer all of the Sellers' right, title and interest in and to the Shares, free and clear of all Encumbrances; (ii) employment agreements in the form of, or containing the material terms set forth in, Exhibit 2.4(a)(ii), executed by Xxxxxx X. Xxxxxx, Xx. and Xxxxx X. Xxxxxxxx (collectively, the "Employment Agreements"); (iii) noncompetition agreements in the form of Exhibit 2.4(a)(iii), executed by Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx (collectively, the "Noncompetition Agreements"); (iv) a good standing certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement were accurate in all respects as of the Acquired Entities from the Secretary date of State this Agreement and are accurate in all respects as of the State of DelawareClosing Date as if made on the Closing Date; and (v) such other documents, dated instruments and agreements that Buyer may reasonably request no more later than ten (10) two business days prior to the Closing, and which Sellers have the power to deliver, in order to consummate the Contemplated Transaction. (b) Buyer will deliver to Sellers: (i) $40,750,000 in cash payable by bank cashier's or certified check payable to the order of Seller Representative, or by wire transfer to accounts specified by the Sellers' Representative not later than 3 days before the Closing Date; (iiiii) a certificate $2,000,000 in cash as the Holdback payable by bank cashier's check payable to the order of the Secretary of the Company dated as of the Closing DateCustodian, in form and substance reasonably satisfactory or by wire transfer to Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted accounts specified by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the CompanyCustodian. (biii) Buyer shall deliver $1,296,000 in cash payable to the Sellers’ Representatives: (i) an amount equal Xxxxxx X. Xxxxxx, by bank cashier's check payable to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash his order or by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no him not later than ten (10) 3 days prior to before the Closing Date; (iiiiv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer, dated '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, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer;and (v) the Employment AgreementAgreements, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down Certificate.

Closing Obligations. At the Closing:, (a) The Sellers and the Sellers shall Company will deliver to the Buyer: (i) stock certificates representing the Shares Shares, duly endorsed in blank and (or accompanied by duly executed assignment documentsstock powers), and notarized, for transfer to Buyer; (ii) a good standing certificate releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) an employment agreement in the form of Exhibit 2.4(a)(iii)(A), executed by Willxxx X. Xxxxx, XXI, and an employment agreement in the form of Exhibit 2.4(a)(iii)(B), executed by Fred X. Xxxxxx (xxllectively, the "Employment Agreements"); (iv) separate lease agreements, each in the form of Exhibit 2.4(a)(iv), executed by Titan Partners with respect to each Lease Property (collectively, the "Lease Agreements") and (v) the various opinions, certificates, instruments and other documents referred to in Article VII of this Agreement; (vi) certified copies of the Acquired Entities from the Secretary articles of State incorporation and by-laws of the State Company; (vii) complete stock books, stock ledgers, minute books and corporate seals of Delawarethe Company; and (viii) resignations of such officers and directors (form their offices as such) of the Company as the Buyer may request. (b) Buyer will deliver to Sellers: (i) $4,500,000 (the "Cash Payment"), dated no more in immediately available funds by wire transfer to account of the Sellers, with a bank in Charleston, West Virginia designated by the Sellers, by notice to the Buyer, not later than ten two (102) business days prior to the Closing Date; (iiiii) the following convertible promissory notes (in the form of Exhibit 2.4(b)(ii)) (each a certificate "Promissory Note" and together, the "Promissory Notes") of NationsRent, Inc., a Delaware corporation and the parent corporation of the Secretary of the Company dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: 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) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); $387,096 Promissory Note payable to Willxxx X. Xxxxx, XXI, (B) the Bylaws of the Company (the “Bylaws”); $241,935 Promissory Note payable to Byrox X. Xxxxx, (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”)$193,549 Promissory Note payable to Kent X. Xxxxxxxx, evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (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 incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction DocumentsEmployment Agreements, executed by Buyer; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as of the Closing DateLease Agreements, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer;and (v) the Employment various opinions, certificates, instruments and other documents referred to in Article VIII of this Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down Certificate.

Closing Obligations. At the Closing: (a) the Sellers Buyers shall deliver to Buyerreceive: (i) stock certificates representing the Shares Shares, duly endorsed in blank and accompanied by duly executed assignment documentsproperty for transfer to the applicable Buyer; (ii) a good standing certificate from Cinemex, copies of the Acquired Entities from instructions to the Secretary of State Cinemex's board of directors to make the necessary notations in the stock registry book of Cinemex, reflecting the transfer of the State Shares and the recordation of Delaware, dated no more than ten (10) days prior to the Closing Dateapplicable Buyer as shareholder of Cinemex; (iii) a noncompetition agreement in the form of Exhibit 2.5(a)(iii)-A, executed by the Common Shareholder and a competition agreement in the form of Exhibit 2.5(a)(iii)-B, executed by the Common Shareholder (collectively, the "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 all of the parties thereto; (vi) an opinion of Ritch, Heather y Mueller, S.C., dated the Closing Date, in xxx xorx xx Xxxxxxx 0.0(a)(vi); (vii) a certificate executed by Cinemex as to the accuracy of the representations and warranties as provided in Section 7.1 and as to performance the of covenants as provided in Section 7.2; and (viii) certificates of the Secretary of each Cinemex Company's board of directors as to the legal existence of each Cinemex Company in Mexico. (b) Buyers (or their designees) will: (i) pay to each Shareholder an amount equal to the product of (x) such Shareholder's Percentage and (y) the Closing Cash Notional Payment; provided, that the Concentration Trustee shall, as provided for in the Concentration Trust, maintain in deposit 10% of the amount payable to it in accordance with the terms of the Concentration Trust to guarantee the indemnification obligation assumed by the Type II Shareholders under this Agreement; (ii) deliver to the Shareholders an opinion of Creel, Garcia - Cuellar y Muggenburg, S.C., in the form of Exhibit 0.0(x)(xx); (iii) deliver to the Shareholders an opinion of Kaye Scholer LLP, dated as of the Closing Date, in the form and substance reasonably satisfactory to Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”Exhibxx 2.5(b)(iii); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents;and (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal Shareholders a certificate executed by each Buyer as to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as accuracy of the Closing Date, executed by a duly authorized officer representations and warranties as provided in Section 8.1 and as to performance the of Buyer, covenants as provided in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down CertificateSection 8.2.

Closing Obligations. At the Closing: (a) the Sellers shall will deliver to Buyer: (i) stock certificates representing the Shares endorsed in blank and accompanied by duly executed assignment documentsstock powers; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by X. Xxxxx, X. Xxxxx and Michelin (collectively, the "Sellers' Releases"); (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by X. Xxxxx and Michelin (collectively, the "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by X. Xxxxx and Michelin (collectively, the "Noncompetition Agreements"); (v) resignations from all current officers and directors of the Company other than X. Xxxxx who shall remain President of the Company and Michelin who shall remain Vice President of the Company; (vi) a certificate executed by Sellers to the effect that (A) 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; and (B) each of the covenants and agreements of Sellers to be performed prior to the Closing Date has been duly performed or complied with by the Seller; (vii) a certificate from the Secretary of the Company attaching and certifying to (a) the Company's Organizational Documents and (b) resolutions of the board of directors of the Company approving the Contemplated Transactions; (viii) the earnout agreement in the form of Exhibit 2.4(a)(vii), execute by Sellers (the "Earnout Agreement"); and (ix) the documents contemplated by Section 7.3 hereof. (b) Buyer will deliver to Sellers: (i) the Initial Purchase Price by bank cashier's check or by wire transfer to the accounts specified by Sellers, to be allocated among the Sellers pursuant to the allocation schedule set forth on Part 2.4 of the Disclosure Letter; (ii) a good standing certificate executed by Buyer to the effect that, (A) each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Acquired Entities from the Secretary date of State this Agreement and is accurate in all respects as of the State Closing Date as if made on the Closing Date; and (B) each of Delaware, dated no more than ten (10) days the covenants and agreements of Buyer to be performed prior to the Closing DateDate has been duly performed and complied with by Buyer; (iii) a certificate of from the Secretary of Buyer attaching and certifying to (a) the Company dated as Buyer's Organizational Documents and (b) resolutions of the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (A) board of directors of Buyer authorizing the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Contemplated Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as of the Closing DateAgreements, executed by a duly authorized officer of Buyer, in form the Company and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment AgreementNoncompetition Agreements, duly executed by or on behalf of Buyer; (vi) the Non-Competition Earnout Agreement, duly executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down Certificatedocuments contemplated by Section 8.3 hereof.

Closing Obligations. At the Closing: (a) the Sellers shall deliver will deliver, or cause to be delivered, to Buyer: (i) stock certificates the certificate(s) representing the Shares Shares, duly endorsed in blank and (or accompanied by duly executed assignment documentsstock powers), with signatures guaranteed by a commercial bank or by a member firm of the National Association of Securities Dealers, Inc., for transfer to Buyer; (ii) a good standing certificate the employment agreement in substantially the form of Exhibit 2.4(a)(ii) hereto with Xxxxx Xxxxxxx, an individual residing at, 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, NV 89014, and currently the Acquired Entities from the Secretary of State of the State of DelawareCompany’s Chief Operating Officer (“DG”) ( “Employment Agreement”), dated no more than ten (10) days prior to the Closing Dateexecuted, by DG; (iii) the consulting agreement in substantially the form of Exhibit 2.4(a)(iii) hereto with D& L Partnership, a certificate Nevada General Partnership, the only partners of the Secretary of the Company dated as of the Closing Date, in form which are DF and substance reasonably satisfactory to Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company LF (the “Restated CertificateConsulting Agreement”); ; (Biv) non-competition agreements in the Bylaws form of Exhibits 2.4(a)(iv) (DF) (LF), and (D&L) hereto, executed by each of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith Sellers (collectively, the “Transaction DocumentsNon-competition Agreements”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents; (iv) the Company Bring-Down Certificate); (v) an opinion of Xxxx Doechung Xxx, as counsel to Sellers and the Company, addressed to the Buyer in substantially the form of Exhibit 2.4 (Av) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof)hereto; (vi) a duly certificate executed resignation letter from by Sellers and the Company representing and warranting to Buyer that each Director of Sellers’ and Officer Company’s representations and warranties in this Agreement was accurate in all respects as of the Company for whom 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 requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers Date in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as of the Closing Date, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer5.5); and (vii) the Buyer Bring-Down Certificate.

Closing Obligations. At the Closing: (a) the Sellers shall will deliver to Buyer: (i) stock certificates representing the Shares Shares, duly endorsed in blank and (or accompanied by duly executed assignment documentsstock powers), for transfer to Buyer; (ii) a good standing certificate the Escrow Agreement, executed by Sellers; (iii) releases in the form of Exhibit D executed by Sellers (collectively, the “Sellers’ Releases”); (iv) employment agreements in the form of Exhibit E, executed by Sellers (collectively, the “Employment Agreements”); (v) noncompetition agreements in the form of Exhibit F, executed by Sellers (collectively, the “Noncompetition Agreements”); (vi) resignation letters from each of the Acquired Entities from directors and officers of the Company, including Sellers, Xxxxx and Xxxxxxx; (vii) an opinion of Blank Rome LLP, counsel to Sellers, dated the Closing Date, in the form of Exhibit G; (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 Delaware, dated no more than ten (10) days prior to the Closing DateFlorida; (iiixiii) 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 secretary or an assistant secretary of the Company dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: to (Ai) the Second Amended and Restated Certificate lack of amendments to the Articles of Incorporation of the Company (since the “Restated Certificate”); (B) the Bylaws date of the Company (the “Bylaws”); (Ccertificate referred to in Section 2.4(a)(xii) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactionsabove; and (Dii) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director bylaws of the Company; (viixv) an employment agreement between Xxx and the Companycertificate contemplated by Section 7.3, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ixxvi) a spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of consent from the spouse of each Seller, as applicable; and (xxvii) a non-competition agreementsuch other documents as Buyer may reasonably request for the purpose of (i) evidencing the accuracy of any of Sellers’ representations and warranties, (ii) evidencing the performance by any Seller of, or the compliance by any Seller with, any covenant or obligation required to be performed or complied with by such Seller, (iii) evidencing the satisfaction of any condition referred to in Section 7, or (iv) otherwise facilitating the form previously agreed to by consummation or performance of any of the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the CompanyContemplated Transactions. (b) Buyer shall will deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) Cash Amount, payable to the Sellers as set forth in accordance with Section 1.12.2(a)(i); (ii) a good standing certificate of certificates representing the Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing DateShares; (iii) a the Escrow Agreement, executed by Buyer; (iv) the Promissory Notes, executed by Buyer; (v) the Employment Agreements, executed by Buyer; (vi) the Noncompetition Agreements, executed by Buyer; (vii) the certificate of Buyer, dated as of the Closing Datecontemplated by Section 8.3, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (viiviii) such other documents as Sellers may reasonably request for the purpose of (i) enabling their counsel to 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 Bring-Down Certificateof, 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 consummation of any of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) the Sellers shall will deliver to Buyer: (i) stock certificates representing the Shares Shares, duly endorsed in blank and (or accompanied by duly executed assignment documentsstock powers), for transfer to Buyer; (ii) a good standing certificate release in the form of Exhibit 2.4(a)(ii) executed by ------------------ each Seller (the "Sellers' Release"); ---------------- (iii) an employment agreement in the form of Exhibit ------- 2.4(a)(iii)(A) executed by Xxx Xxxxx and an employment agreement in -------------- the form of Exhibit 2.4(a)(iii)(B) executed by Xxxxxx Xxxxxxxx ---------------------- (collectively, the "Employment Agreements"); --------------------- (iv) a non-competition agreement in the form of Exhibit ------- 2.4(a)(iv) executed by Xxx Xxxxx (the "Non-Competition Agreement"); ---------- ------------------------- (v) the Shareholder Intangibles Purchase Agreement executed by Xxxxxx Xxxxxxxx; (vi) a certificate, dated the Closing Date, executed by Sellers 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 express materiality qualification, which must have been accurate in all respects) as of the Acquired Entities from Closing Date (except to the Secretary extent expressly made as of State an earlier date, in which case as of the State such date); (B) each Seller has complied with all of Delaware, dated no more than ten its covenants and agreements contained in this Agreement; and (10C) days each Seller has performed all of its obligations required to be performed by it on or prior to the Closing DateDate hereunder; (vii) the Escrow Agreement executed by Sellers; and (viii) a real property holding company affidavit on behalf of each Acquired Company, as provided in Section 7.12; and (b) Buyer will deliver to Sellers: (i) the Closing Cash 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 the Secretary of the Company dated 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 DateDate (except to the extent expressly made as of an earlier date, in form and substance reasonably satisfactory to Buyer, which case as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”such date); ; (B) the Bylaws Buyer has complied with all of the Company (the “Bylaws”)its covenants and agreements contained in this Agreement; and (C) a copy Buyer has performed all of its obligations required to be performed by it on or prior to the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction DocumentsClosing Date hereunder; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as of the Closing DateAgreements, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Non-Competition Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly Shareholder Intangibles Purchase Agreement executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down CertificateEscrow Agreement executed by Buyer.

Closing Obligations. At the Closing: (a) the Sellers shall will deliver to Buyer: (i) stock certificates representing the Shares Shares, duly endorsed in blank and (or accompanied by duly executed assignment documentsstock powers) for transfer to Buyer; (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 good standing certificate noncompetition agreement in the form of Exhibit 2.4(a)(iii), executed by H. Xxxxx Xxxxxxxx, and H. Xxxxx Xxxxxxxx, Xx. (the Acquired Entities from "Noncompetition Agreement"); (iv) the Secretary of State of the State of Delaware, dated no more than original Shareholder Notes marked "superceded and replaced"; (v) a ten (10) days prior year lease for the facility at which the Company currently operates in substantially the form of Exhibit 2.4(a)(v) (the "Facility Lease") executed by the owners of such property; and (vi) 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. (b) Buyer will deliver to Sellers: (i) $1,500,000 by wire transfer to accounts specified by 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 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; (iii) a certificate of the Secretary of the Company dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as of the Closing Date, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Agreement, duly Agreements executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (vii) 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 guaranteed by Buyer Bring-Down Certificatepursuant to a guaranty agreement in the form of Exhibit 2.4(b)(vii)(B).

Closing Obligations. At the Closing: (a) the Sellers shall deliver will deliver, or cause to be delivered, as applicable, to Buyer: (i) stock certificates representing the Parent Shares and Company Shares, duly endorsed in blank and (or accompanied by duly executed assignment documentsstock powers), for transfer to Buyer; (ii) a good standing certificate release in the form of the Acquired Entities from the Secretary of State of the State of Delaware, dated no more than ten Exhibit 2.4(a)(ii) executed by each Seller (10) days prior to the Closing Date“Sellers’ Releases”); (iii) a certificate noncompetition agreement in the form of Exhibit 2.4(a)(iii), executed by each Majority Owner (collectively, the Secretary “Noncompetition Agreements”); (iv) an employment agreement in the form of Exhibit 2.4(a)(iv), executed by Brand (the Company “Brand Employment Agreement”); (v) an advisory services agreement in the form of Exhibit 2.4(a)(v), executed by Couse (the “Advisory Services Agreement”); (vi) a subordination agreement in the form of Exhibit 2.4(a)(vi), executed by each Seller (the “Subordination Agreement”); (vii) an intercreditor agreement in the form of Exhibit 2.4(a)(vii), executed by each Seller (the “Intercreditor Agreement”); (viii) the consent of Sellers to the Collateral Assignment in the form of Exhibit 2.4(a)(viii), executed by each Seller (the “Consent to Collateral Assignment”); (ix) the resignations, dated as of the Closing Date, of each of the directors and officers of Parent and the Company; (x) evidence (in the form and substance reasonably satisfactory to Buyer) of termination of all agreements regarding voting, as to: (A) the Second Amended and Restated Certificate of Incorporation transfer, restrictions or Encumbrances on each of the Parent Shares and Company (the “Restated Certificate”); (B) the Bylaws Shares, rights of repurchase or other arrangements related to each of the Parent Shares and Company (the “Bylaws”); (C) a copy Shares or each of the resolutions duly Parent and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into that are in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documentseffect prior to Closing; (ivxi) evidence (in the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer) that Parent’s and the Company’s investment bankers, indicating thatattorneys and/or other advisors and any other similar agents and representatives have been paid in full at or prior to the Closing, upon payment of the amount specified in such letters, all obligations of and that neither Parent nor the Company has any liability to any such Persons 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 be satisfied 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 (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof$300,000); (vixiii) a duly executed resignation letter certificate from each Director and Officer Seller of non-foreign status as contemplated under Section 1.1445-2(b) of the Company for whom Treasury Regulations certifying that such Seller is not a foreign person; and (xiv) a certificate executed by each Seller representing and warranting to Buyer requests a resignation 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 as if made on the Closing Date and that all covenants and agreements to be performed prior to the Closing by such Seller have been performed. (b) Buyer will deliver: (i) to each Seller, the applicable portion of the total Cash Consideration payable to each such Seller as set forth in Section 2.2(a), which amounts shall be paid at Closing by wire transfer to each Seller to the account specified in writing to Buyer at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the CompanyClosing; (viiii) an employment agreement between Xxx and the Companyto each Seller, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially Subordinated Contingent Note in the form of Exhibit B (the “Registration Rights Agreement”), duly 2.4(b)(ii) executed by or on behalf of each Seller; (ix) spousal consentsBuyer, in the form previously agreed to by the Parties (the “Spousal Consents”principal amount set forth in Section 2.2(b), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate to Sellers, the Security Agreement, in the form of Buyer, dated as of the Closing DateExhibit 2.4(b)(iii), executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) to Sellers, the Registration Rights AgreementGuaranty, duly in the form of Exhibit 2.4(b)(iv), executed by or on behalf of BuyerEMRISE; (v) to each Majority Owner, the Employment AgreementNoncompetition Agreements, duly executed by or on behalf of Buyer; (vi) to Brand, the Non-Competition Brand Employment Agreement, duly executed by or on behalf of Buyer; (vii) to Couse, the Advisory Services Agreement, executed by Buyer; (viii) to Sellers, the Intercreditor Agreement, executed by Buyer; and (viiix) to Sellers, 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 material respects as of the Closing Date as if made on the Closing Date and that all covenants and agreements to be performed prior to Closing by Buyer Bring-Down Certificatehave been performed.

Closing Obligations. At the Closing: (a) the Sellers 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 Shares KLI Shares, duly endorsed in blank and blank, or accompanied by duly executed assignment documentsstock powers, in proper form for transfer; (ii) a good standing certificate Certificates representing all of the Acquired Entities JSL Shares, duly endorsed in blank, or accompanied by duly executed stock powers, in proper form for transfer; (iv) a copy, certified by an officer of Seller, of minutes evidencing the corporate action referred to in Section 6.02(d); ---------------- (v) Certificates of Existence from the Secretary of State of the State Tennessee for each of Delaware, KLI and JSL dated no more than ten fifteen (1015) days prior to before the Closing Date; (iiivi) a the certificate of the Secretary officers of the Company dated as of the Closing Date, Seller referred to in form and substance reasonably satisfactory to Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”Section ------- 6.02(e); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company;------- (vii) an employment agreement between Xxx and the Company, any consents or waivers described in the form previously agreed to by the Parties (the “Employment Agreement”Section 6.02(f), duly executed to the --------------- extent not previously received by or on behalf Xxx and the Acquired EntitiesBuyer; (viii) a registration rights agreement, substantially the Sublease Agreement referred to in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller;Section 5.06; ------------- (ix) spousal consentsthe Consent of Cooper Commercial Propertixx XX, LLC to Seller's entry into the Sublease Agreement referred to in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicableSection 5.06; and------------ (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”)Disturbance, duly Attornment and Estoppel Agreement on terms reasonably satisfactory to Buyer and executed by or on behalf of Xxx Cooper Commercial Propxxxxxx IX, LLC and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1Seller; (iixi) a good standing certificate Resignations of Buyer from the state those officers and directors of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as each of the Closing Date, executed Companies as requested by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (viixii) such other documents necessary to effectuate the Buyer Bring-Down Certificatetransactions contemplated by this Agreement.

Closing Obligations. At the Closing: (a) the Sellers shall Seller will deliver to Buyer: (i) stock certificates representing the Shares Shares, duly endorsed in blank and (or accompanied by duly executed assignment documentsstock powers) for transfer to Buyer; (ii) a good standing certificate release in the form of the Acquired Entities from the Secretary of State of the State of Delaware, dated no more than ten Exhibit 2.4(a)(ii) executed by Seller (10) days prior to the Closing Date"Seller's Release"); (iii) a certificate employment agreement in the form of the Secretary of the Company dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”Exhibit 2.4(a)(iii), evidencing its authorization of the execution and delivery of this executed by Seller ("Employment Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documents"); (iv) non-competition agreement in the Company Bringform of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Down CertificateCompetition Agreements"); (v) (A) payoff letters from each lease agreement in the form of the Persons set forth on Schedule 1.1(bExhibit 2.4(a)(v), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of executed by Seller (the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification agreement in respect thereof“Lease Agreement); (vi) a duly certificate executed resignation letter from by Seller representing and warranting to Buyer that each Director of Seller's representations and Officer warranties in this Agreement are accurate in all respects as of the Company Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $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 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 whom Buyer requests a resignation at least three the Common Stock on the American Stock Exchange for the ten (310) Business Days 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 to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date, but in any event from each non-employee Director of ; (vi) the Employment Agreement executed by the Company; (vii) an employment agreement between Xxx and the Lease Agreement executed by the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities;; and (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed all other items required to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Companybe delivered hereunder. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as of the Closing Date, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) the Employment Agreement, duly executed by or on behalf of Buyer; (vi) the Non-Competition Agreement, duly executed by or on behalf of Buyer; and (vii) the Buyer Bring-Down Certificate.

Closing Obligations. At the Closing: (a) the Sellers shall Sellers, Ray, Xxx XXX, Michxxx, xxd Brucx xxxl deliver to Buyer: (i) stock certificates representing the Shares Shares, duly endorsed in blank and (or accompanied by duly executed assignment documentsstock powers) for transfer to Buyer; (ii) releases in the form of 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 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 to an account specified by Sellers; (ii) a good standing certificate of the Acquired Entities from the Secretary of State of the State of Delaware, dated no more than ten (10) days prior convertible promissory note subordinated to the Closing DateSenior 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 certificate registration rights agreement in the form of the Secretary of the Company dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (A) the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”); (B) the Bylaws of the Company (the “Bylaws”); (C) a copy of the resolutions duly and validly adopted by the Board of Directors of the Company (the “Board”Exhibit 2.4(b)(iv), evidencing its authorization of the execution and delivery of this Agreement, the other documents, certificates and other instruments contemplated hereby or entered into in connection herewith (collectively, the “Transaction Documents”) and the consummation of the Transactions; and (D) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the Transaction Documentsexecuted by Buyer; (iv) the Company Bring-Down Certificate; (v) (A) payoff letters from each of the Persons set forth on Schedule 1.1(b), in form and substance reasonably satisfactory to Buyer, indicating that, upon payment of the amount specified in such letters, all obligations of the Company to such Persons shall be satisfied and (B) all executed Xxxxxx Notes (or a lost note affidavit and indemnification warrant agreement in respect thereof); (vi) a duly executed resignation letter from each Director and Officer of the Company for whom Buyer requests a resignation at least three (3) Business Days prior to the Closing Date, but in any event from each non-employee Director of the Company; (vii) an employment agreement between Xxx and the Company, in the form previously agreed to by the Parties (the “Employment Agreement”), duly executed by or on behalf Xxx and the Acquired Entities; (viii) a registration rights agreement, substantially in the form of Exhibit B (the “Registration Rights Agreement”2.4(b)(v), duly executed by or on behalf of each Seller; (ix) spousal consents, in the form previously agreed to by the Parties (the “Spousal Consents”), duly executed by or on behalf of the spouse of each Seller, as applicable; and (x) a non-competition agreement, in the form previously agreed to by the Parties (the “Non-Competition Agreement”), duly executed by or on behalf of Xxx and the Company. (b) Buyer shall deliver to the Sellers’ Representatives: (i) an amount equal to the Estimated Aggregate Closing Consideration less the Option Withholding Amount (including delivery of cash by wire transfer of immediately available funds to the account or accounts specified by Sellers’ Representatives and the Buyer Notes) payable to the Sellers in accordance with Section 1.1; (ii) a good standing certificate of Buyer from the state of its incorporation, dated no later than ten (10) days prior to the Closing Date; (iii) a certificate of Buyer, dated as of the Closing Date, executed by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers’ Representatives, as to: (A) the Organizational Documents of Buyer; (B) a copy of the resolutions duly and validly adopted by the Board of Directors of Buyer, evidencing its authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the Transactions; and (C) the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and the Transaction Documents; (iv) the Registration Rights Agreement, duly executed by or on behalf of Buyer; (v) an Employment Agreement with Lloyx Xxxxx xx the form of Exhibit 2.4(c), executed by Buyer (subject to Mr. Xxxxx'x xxxsent to the terms and conditions thereof) (such Employment Agreement and the Ratexxxx Xxxloyment Agreement (if applicable pursuant to Section 2.4(b)(vi) below) are referred to herein together as the "Employment Agreement, duly executed by or on behalf of Buyer)"; (vi) an Employment Agreement with Charxxx X. Xxxxxxxx xx the Non-Competition Agreementform of Exhibit 2.4(b)(vi) hereto, duly executed by Buyer; provided, however, that in the event that Mr. Xxxxxxxx xxxuses to execute and deliver to Buyer such an agreement on or on behalf 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 full satisfaction of Buyer; and's obligations under this Section 2.4(b)(vi); (vii) the Leases, executed by Buyer; and 12 (viii) a certificate executed by Buyer Bring-Down Certificateto the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date. (c) The parties mutally agree to encourage Lloyx Xxxxx xx execute and deliver an employment agreement in the form of Exhibit 2.4(c).