Common use of Closing Obligations Clause in Contracts

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence satisfactory to Buyer of the transfer of Membership Interests, including an assignment of Membership Interests, free and clear of Encumbrances; (ii) a certificate executed by Seller as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”); (iii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum). (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to Seller: (i) the Closing Cash Payment by wire transfer to an account specified by Seller in a writing delivered to Buyer; (ii) the Note, substantially in the form attached hereto as Exhibit 2.5(c)(ii), executed by Buyer; (iii) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWH; (iv) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”); (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWH.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence a bill of sale for all of the Assets that are Tangible Personal Property ▇▇ the form of Exhibit 2.6(a)(i) (the "Bill of Sale") executed by Seller; (ii) an assignment ▇▇ all of the Assets that are intangible personal property in the form of Exhibit 2.6(a)(ii), (the "Assignment Agreement") executed by Seller; (iii) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.6(a)(iii) executed by Seller; (iv) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) non-competition, non-solicitation and non-disclosure agreements in the form of Exhibit 2.6(a)(v), executed by each Key Employee (the "Noncompetition Agreements"); (vi) a lock-up agreement in the form of Exhibit 2.6(a)(vi) (the "Lock-Up Agreement") executed by Seller; (vii) a registration rights agreement in the form of Exhibit 2.6(a)(vii) (the "Registration Rights Agreement") executed by Seller; and (viii) a certificate executed by Seller as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 6.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 6.2. (b) Buyer shall deliver to Seller: (i) $2,200,000 by wire transfer of Membership Interests, including to an assignment of Membership Interests, free and clear of Encumbrancesaccount specified by Seller in a writing delivered to Buyer at least three business days prior to the Closing Date; (ii) a share certificate representing the Shares; (iii) the Lock-Up Agreement executed by Buyer; (iv) the Registration Rights Agreement executed by Buyer; (v) the Noncompetition Agreements executed by Buyer; (vi) a certificate executed by Seller Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”); (iii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.77.2; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum). (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to Seller: (i) the Closing Cash Payment by wire transfer to an account specified by Seller in a writing delivered to Buyer; (ii) the Note, substantially in the form attached hereto as Exhibit 2.5(c)(ii), executed by Buyer; (iii) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWH; (iv) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”); (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWH.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofPurchaser: (i) evidence satisfactory to Buyer a ▇▇▇▇ of sale executed by Seller for all of the transfer Purchased Assets that are personal property in substantially the same form as Exhibit 2.5(a)(i) (the “▇▇▇▇ of Membership Interests, including an assignment of Membership Interests, free and clear of EncumbrancesSale”); (ii) a trademark assignment for each of the Seller’s Trademarks in substantially the same form as Exhibit 2.5(a)(ii) (the “Trademark Assignment”); (iii) a patent assignment for each of the Seller’s Patents in substantially the same form as Exhibit 2.5(a)(iii) (the “Patent Assignment”); (iv) a copyright assignment for each of the Seller’s Copyrights in substantially the same form as Exhibit 2.5(a)(iv) (the “Copyright Assignment”); (v) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts (the “Assignment and Assumption Agreements”); (vi) each of the Consents identified on Schedule 4.3 as a required Consent; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller by virtue of work performed by such contractors; (viii) a certificate executed by on behalf of Seller as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”); (iii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller;7.2; and (ix) a subordination agreement, an Escrow Agreement in substantially in the same form attached hereto as Exhibit 2.5(a)(ix) hereto (the “Subordination Escrow Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum). (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer Purchaser shall deliver to Seller: (i) the Closing Cash portion of the Purchase Price described in Section 3.2 other than the Down Payment by wire transfer to an account specified by Seller paid as described in a writing delivered to BuyerSection 3.1; (ii) Assignment and Assumption Agreement for the Note, substantially in the form attached hereto as Exhibit 2.5(c)(ii), Assumed Liabilities executed by BuyerPurchaser; (iii) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWH; (iv) a certificate executed by Buyer Purchaser as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”); (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH8.2; and (ixiv) the Assignment and Assumption Agreement executed by SWHEscrow Agreement.

Closing Obligations. a. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (ai) Seller and Shareholder, as the case may be, shall deliver to Buyer, together with funds sufficient to pay (i) all sales taxes, and (ii) all other Taxes necessary for the transfer, filing or recording thereof: (iii) evidence a ▇▇▇▇ of sale for all of the Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (the “▇▇▇▇ of Sale”) executed by Seller; (iii) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.7(a)(ii) executed by Seller; (iv) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer of the transfer of Membership Interests, including an assignment of Membership Interests, free and clear of Encumbrancesits legal counsel and executed by Seller; (iiv) the lease for the Premises in the form of Exhibit 2.7(a)(iv) (the “Lease”); (vi) a certificate executed by Seller and the Shareholder as to the accuracy of its their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its their compliance with and performance of its their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”Exhibit 2.7(a)(v)); (iiivii) an opinion of counsel for the Seller and the Shareholder in form and substance satisfactory to Buyer and its legal counsel (Exhibit 2.7(a)(vi)) ; (viii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the ClosingClosing (Exhibit 2.7(a)(vii)), attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member board of directors and Shareholder approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.9 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (and accompanied by the “requisite documents for amending the relevant Governing Documents of Seller Secretary Certificate”)required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; (ivix) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially Consulting Agreement in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”2.7(b)(v), executed by BEF Management, Inc.; (viix) a supply agreement an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”2.7(a)(ix), executed by BEF Foods, Inc.; (viii) a which assignment shall also contain Buyer’s undertaking and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) Liabilities (the “Assignment and Assumption Agreement”), ) executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC;; and (xi) resignations the Allocation of directorsPurchase Price, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds MemorandumExhibit 2.7(a)(x). (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) b. Buyer shall deliver to SellerSeller and Shareholder, as the case may be, documentation necessary for the Seller to pay all sales taxes necessary for the transfer, filing or recording thereof: (i) the Closing Cash Payment a Promissory Note executed by wire transfer Buyer and payable to an account specified by Seller in the principal amount of One million dollars ($1,000,000.00) in the form of Exhibit “G” (the “Secured Subordinated Promissory Note”). The Secured Subordinated Promissory Note shall be secured with a writing delivered subordinated lien on the Assets, which subordinated lien will be evidenced by the Security Agreement. The Seller will agree to execute a commercially reasonable subordination agreement proffered by lenders to Buyer either contemporaneous with or subsequent to the Closing, and will execute whatever documents may be reasonably necessary to make Seller’s security interest in the Assets subordinate to Buyer’s lenders; (ii) the Note, substantially Security Agreement (Exhibit 2.7(b)(iii)) and Financing Statement necessary to perfect Seller’s security interest in the form attached hereto as Exhibit 2.5(c)(iiAssets, subject to the limitations in Section 2.7(b)(ii), executed by Buyer; (iii) a guaranty agreement (the “Guaranty Assignment and Assumption Agreement”), substantially as such term is defined in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWHSection 2.7(a)(ix) above; (iv) the Employment Agreement in the form of Exhibit 2.7(b)(v); (v) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”Exhibit 2.7(b)(vi)); (vvi) an opinion of counsel for the Buyer in form and substance satisfactory to Seller and Stockholder (Exhibit 2.7(b)(vii)); (vii) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the ClosingClosing (Exhibit 2.7(b)(viii)), attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWHTransactions; (viii) the Subordination Agreement executed by SWHLease; and (ix) the Assignment and Assumption Agreement executed by SWHAllocation of Purchase Price, in the form of Exhibit 2.7(a)(x).

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller Sellers shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence satisfactory to Buyer a ▇▇▇▇ of sale for all of the transfer Assets that are Tangible Personal Property, substantially in the form of Membership InterestsExhibit A (the “▇▇▇▇ of Sale”), including an assignment of Membership Interests, free and clear of Encumbrancesexecuted by Sellers; (ii) a certificate executed by Seller as to an assignment and assumption agreement that provides for the accuracy assignment of its representations and warranties as all of the date of this Agreement Assigned Contracts and as Assumed Liabilities by Sellers to Buyer and the assumption of the Closing same by Buyer, substantially in accordance with Section 7.1 and as to its compliance with and performance the form of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 Exhibit B (the “Seller Closing CertificateAssignment and Assumption Agreement”), executed by Sellers; (iii) for the Assigned Lease, an Assignment and Assumption of Lease, substantially in the form of Exhibit C or such other appropriate document or instrument of transfer, as the case may require, each in form and substance reasonably satisfactory to Buyer and its counsel and executed by the applicable Seller; (iv) a License Agreement (the “License Agreement”), substantially in the form of Exhibit D, pursuant to which the Sellers shall license the JASware software to the Buyer; (v) assignments of all Intellectual Property Assets and separate assignments of all registered trademarks, patents and copyrights, substantially in the form of Exhibit E, executed by each Seller; (vi) a transition services agreement, substantially in the form of Exhibit F (the “Transition Services Agreement”), pursuant to which Buyer shall provide certain transition services to Sellers for a period of up to three (3) months at no cost, executed by Sellers; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance reasonably satisfactory to Buyer and its legal counsel and executed by each Seller; (viii) the certificates required by Sections 7.1 and 7.2 of this Agreement; (ix) subject to the provisions of Section 2.10, fully executed assigned and renewed Contracts relating to the Business from the existing clients set forth in the Seller Disclosure Letter; (x) a certificate of the Secretary of each Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents Certificate of SellerIncorporation in the case of the Parent, and Certificate of Incorporation, certificate of formation, operating agreement and bylaws, as the case may be, of such Seller as in effect on the date thereof, certifying and attaching all requisite resolutions or actions of such Seller’s sole board of directors or board of managers or other governing body approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers or members of such Seller executing this Agreement and any other document relating to the Contemplated Transactions; and (b) Buyer shall deliver to Sellers: (i) the Closing Cash Payment by wire transfer of immediately available funds to an account specified by Sellers in a writing delivered to Buyer at least two (2) Business Days prior to the Closing Date; (ii) the Assignment and Assumption Agreement, executed by Buyer; (iii) the Transition Services Agreement, executed by Buyer; (iv) the License Agreement, executed by Buyer; (v) the certificates required by Sections 8.1 and 8.2 of this Agreement; and (vi) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the articles of organization and operating agreement of Buyer as in effect on the date thereof and certifying and attaching all requisite resolutions or actions of Buyer’s managing member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum). (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to Seller: (i) the Closing Cash Payment by wire transfer to an account specified by Seller in a writing delivered to Buyer; (ii) the Note, substantially in the form attached hereto as Exhibit 2.5(c)(ii), executed by Buyer; (iii) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWH; (iv) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”); (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers managing member of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWHTransactions.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence satisfactory to Buyer a ▇▇▇▇ of sale for all of the transfer Acquired Assets that are Tangible Personal Property in the form of Membership Interests, including an assignment Exhibit 2.7(a)(i) (the “▇▇▇▇ of Membership Interests, free and clear of EncumbrancesSale”) executed by Seller; (ii) [Reserved]; (iii) an assignment and assumption agreement concerning the 1B Lease in the form of Exhibit 2.7(a)(iii) (collectively, the “1B Lease Assignment”) and such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller and ARE relating to the 1B Lease; (iv) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.7(a)(iv) executed by Seller; (v) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (vi) an Access Agreement in the form of Exhibit 2.7(a)(vi), executed by Seller (the “Access Agreement”); (vii) an amendment to the Existing Contract, executed by Seller, in the form attached hereto as Exhibit 2.7(a)(vii) (the “Existing Contract Amendment”); (viii) an opinion of Morris, Nichols, Arsht and ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Opinion”) dated the Closing Date, in the form of Exhibit 2.7(a)(viii), which shall permit Seller to rely on such opinion; (ix) a copy of the Board of Directors minutes certified by the corporate Secretary of Seller as to the receipt, consideration and acceptance of a third party fairness opinion and/or valuation with respect to the Acquired Assets. (x) a certificate executed by Seller as to the accuracy of its their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 5.1.1 and as to its their compliance with and performance of its their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”);5.1.2; and (iiixi) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum)Transactions. (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to Seller, as the case may be: (i) the Closing Cash Payment by wire transfer to an account specified by Seller in a writing delivered to BuyerBuyer on the Closing Date; (ii) the Note, substantially in the form attached hereto as Exhibit 2.5(c)(ii), 1B Lease Assignment and 1B Lease Amendment executed by Buyer; (iii) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), Access Agreement executed by SWHBuyer; (iv) the Existing Contract Amendment. (v) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 5.2.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”);5.2.2; and (vvi) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors (if any) approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWHTransactions.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall The Company and the Owners, as the case may be, will deliver to BuyerBuyer the following, together with funds sufficient subject to pay all Taxes necessary for the caveat that the transfer, filing or recording thereofassignment and delivery of certain Company Contracts and other Assets shall be delayed pending receipt of Consents, as more particularly described in Section 2.1: (i) evidence a bill of sale for all of the Assets that are Tangible ▇▇▇sonal Property in the form of Exhibit 2.7(a)(i) (the "BILL OF SALE") executed by the Company; (i▇) ▇n assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(ii), which assignment shall also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "ASSIGNMENT AND ASSUMPTION AGREEMENT") executed by the Company; (iii) for each interest in Real Property identified on Exhibit 2.1(a), a recordable warranty deed, an Assignment and Assumption of Lease in the form of Exhibit 2.7(a)(iii) or such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer of and its counsel and executed by the transfer of Membership Interests, including an assignment of Membership Interests, free and clear of EncumbrancesCompany; (iiiv) releases in the form of Exhibit 2.7(a)(iv) executed by each Owner (collectively, "OWNERS' RELEASES"); (v) employment agreements for Michelle Clery, Bruce Keenan, Scott Byers and Steve ▇▇▇▇▇ ▇▇ ▇▇▇ ▇or▇ ▇▇ ▇▇▇▇▇▇▇ 2.▇(▇)(▇), ▇xecut▇▇ ▇▇ ▇▇▇ ▇ompany (as applicable) and each such Key Employee (collectively, "EMPLOYMENT AGREEMENTS"); (vi) the escrow agreement in the form of Exhibit 2.7(a)(vi) executed by the Company and the Owners (the "ESCROW AGREEMENT"); (vii) the registration rights agreement in the form of Exhibit 2.7(a)(vii) executed by Owners (the "REGISTRATION RIGHTS AGREEMENT"); (viii) a certificate executed by Seller as the Company and the Owners, signed by each Owner in their individual capacities and by the chief executive officer of the Company, representing and warranting to Buyer that each of Owners' and the accuracy of its Company's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Owners to Buyer prior to the Closing Date in accordance with Section 7.1 5.5), and as to its compliance with that all obligations and conditions required by this Agreement have been fulfilled; (ix) certified copies of minutes or unanimous written consents of the Board of Directors of the Company authorizing and approving the execution, delivery and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”); (iii) a certificate of the Secretary of Seller certifyingthis Agreement, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby; (x) a copy of the By-laws of the Company certified by the secretary of Company and certifying a copy of the Articles of Incorporation of the Company certified by the Secretary of State of Georgia as of the most recent practicable date; (xi) certificates of existence or good standing for the Company from the State of Georgia and each state where the Company is required to be qualified to transact business as a foreign corporation dated no earlier than five (5) business days prior to the incumbency and signatures Closing Date; (xii) an opinion of Stites & Harbison PLLC, dated the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”Closing Date, in t▇▇ ▇▇▇m o▇ ▇▇▇▇▇▇t 2.7(a)(xii); (ivxiii) a certificate stating that termination and waiver of rights, dated the Closing Date, with respect to the Shareholder Agreement, dated of March 12, 1998, between the Company, Clery and Keenan, such termination and waiver of rights to be ▇▇ ▇▇▇ form of Exhibit 2.7(a)(xiii); (xiv) the Closing Required Consents listed on Part 3.2 of the Disclosure Letter; (xv) such other documents as the Company or its counsel may reasonably request to carry out the purposes of this Agreement; and (xvi) the terminations of the leases for the premises located at 4900 Avalon Ridge Parkway, Norcross, Georgia 30071 a▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. (b) P▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Farms▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (or, Inc., a Delaware corporation (in the “Parent”case of Section 2.7(b)(iii), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum). (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to Seller:Escrow Agent): (i) the Closing Cash Payment a cash payment by wire transfer to an account specified by Seller in a writing delivered to Buyeraccordance with Section 2.3(b)(i); (ii) one or more certificates representing that number of shares of Parent Common Stock the Note, substantially Company is entitled to receive calculated in the form attached hereto as Exhibit 2.5(c)(iiaccordance with Section 2.3(b)(ii), executed by Buyer; (iii) a guaranty agreement (one or more certificates representing the “Guaranty Agreement”Parent Common Stock to be delivered to the Escrow Agent in accordance with Section 2.3(b)(ii), substantially in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWH; (iv) a certificate the Employment Agreements, executed by Buyer (as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”applicable);. (v) a certificate of the Secretary of Buyer certifyingEscrow Agreement, as complete and accurate as of the Closingexecuted by Parent, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”);Escrow Agent. (vi) the Transition Services Agreement Registration Rights Agreement, executed by SWHParent; (vii) the Supply Agreement Owner Releases, executed by SWHBuyer and any third parties identified as parties to the agreements therein; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWH.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence satisfactory to Buyer a b▇▇▇ of sale for all of the transfer Assets that are Tangible Personal Property in the form of Membership Interests, including an assignment Exhibit 2.7(a)(i) (the “B▇▇▇ of Membership Interests, free and clear of EncumbrancesSale”) executed by Seller; (ii) an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller; (iii) assignments of all Intellectual Property Assets and separate assignments of all registered Marks and Patents, in the form of Exhibit 2.7(a)(iii) executed by Seller; (iv) such other deeds, bills of sale, assignments, certificates of title, documents, and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) an escrow agreement in the form of Exhibit 2.7(a)(v), executed by Seller and the escrow agent (the “Escrow Agreement”); (vi) a certificate executed by Seller as to the accuracy of its the Seller’s representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its Seller’s compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”)7.2; (iiivii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement Agreement, and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”);Transactions; and, (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (viviii) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi2.7(a)(viii) executed by Seller (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum). (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to Seller: (i) the Closing Cash Payment four million nine hundred thousand dollars ($4,900,000.00) by wire transfer to an account specified by Seller in a writing delivered to BuyerBuyer on the Closing Date; (ii) the Note, substantially in the form attached hereto as Exhibit 2.5(c)(ii)Escrow Agreement, executed by BuyerBuyer and the escrow agent, together with the delivery of three hundred fifty thousand dollars ($350,000.00) to the escrow agent thereunder, by wire transfer to an account specified by the escrow agent; (iii) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), Assignment and Assumption Agreement executed by SWHBuyer; (iv) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”)8.2; (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer Buyer, and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions Transactions, and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement Agreement, and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”)Transactions; (vi) the Transition Services Agreement executed by SWHBuyer; (vii) the Supply Agreement a license agreement as described in Section 10.3 executed by SWH; (viii) the Subordination Agreement executed by SWHBuyer; and (ixvii) the Assignment and Assumption Agreement executed by SWHa resale certificate for sales tax purposes.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence satisfactory to Buyer a ▇▇▇▇ of sale for all of the transfer Assets that are Tangible Personal Property in the form of Membership Interests, including an assignment Exhibit 2.6(a)(i) (the “▇▇▇▇ of Membership Interests, free and clear of EncumbrancesSale”) executed by Seller; (ii) an assignment of all of the Assets that are intangible personal property, and Seller Contracts described in Section 2.1 in the form of Exhibit 2.6(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller; (iii) assignments of all Intellectual Property Assets, as defined in Section 3.20(a), and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.6(a)(iii) executed by Seller; (iv) such other deeds, bills of sale, assignments, certificates of title, documents and/or other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) the Consents listed on Exhibit 2.6(a)(v) with respect to the Seller Contracts; (vi) the employment agreements in the form of Exhibits 2.6(a)(vi)(1) and (2) (the “Employment Agreements”); (vii) a certificate executed by Seller as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”)Closing; (iiiviii) a certificate of the Secretary a designed officer of Seller (A) certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of SellerSeller (as certified, where feasible, by the Secretary of State of Delaware as of a recent date), (B) certifying and attaching all requisite resolutions or actions of Seller’s sole member managers, and the equityholders of Seller approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and Transactions, (C) certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions Transactions, and (D) attaching a certificate as of a date not earlier than the “tenth business day prior to the Closing Date as to the good standing of Seller Secretary Certificate”)in the States of Delaware and California and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation as specified in Part 3.1(a) below; (ivix) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2)[Intentionally Omitted]; (vx) each Releases of all Encumbrances on the Material Consents identified in Schedule 7.3Assets; (vixi) a transition services agreement substantially the Investor Representation Statement, executed by Seller, in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”2.6(xi), executed by BEF Management, Inc.; (viixii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.[Intentionally Omitted]; (viiixiii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto Escrow Agreement (as Exhibit 2.5(a)(viiidefined below) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1xiv) such other documents as Buyer may reasonably request for the Pay-Off Letters purpose of (A) evidencing the accuracy of any of Seller’s representations and warranties, (B) evidencing the performance by Seller, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by Sections 1.1 Seller pursuant to this Agreement, or (Flow C) otherwise facilitating the consummation or performance of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum)Contemplated Transactions. (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to (or in the case of the Escrow Deposit, on behalf of) Seller: (i) the Closing Cash Payment amount of cash determined pursuant to Sections 2.3(a) and 2.3(b), if applicable, paid by wire transfer in immediately available funds to an account specified by Seller in a writing delivered and, if applicable, the shares of ▇▇▇▇▇.▇▇▇ Common Stock, determined pursuant to BuyerSection 2.3(b), net of the Escrow Deposit (as defined below); (ii) the Note, substantially in Escrow Deposit (as defined below) to the form attached hereto as Exhibit 2.5(c)(ii)Escrow Agent; (iii) the ▇▇▇▇ of Sale, executed by Buyer; (iiiiv) a guaranty agreement (the “Guaranty Assignment and Assumption Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWHBuyer; (ivv) the Employment Agreements, executed by Buyer; (vi) the Escrow Agreement (as defined below) executed by Buyer and Escrow Agent (as defined below); (vii) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”)Closing; (vviii) a certificate certificates of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving that the execution and delivery of this Agreement and the consummation of the Contemplated Transactions has been approved by all requisite authority (including Buyer’s board of directors) and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (Transactions, and attaching a certificate as of a date not earlier than the “tenth business day prior to the Closing Date as to the good standing of Buyer Secretary Certificate”); (vi) in the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWHStates of Delaware and California; and (ix) Such other documents as Seller may reasonably request for the Assignment and Assumption Agreement executed by SWH.purpose of (A) evidencing the accuracy of any representation or warranty of Buyer, or (B)

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller Parascript shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofMitek: (i) evidence satisfactory to Buyer the agreement attached hereto as Exhibit 2.10(a)(i)(A) and (B), executed on the date hereof but effective only as of the transfer of Membership InterestsClosing Date, including an assignment of Membership Interestsby J▇▇▇ ▇▇▇▇ and A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, free respectively, and clear of EncumbrancesMitek; (ii) noncompetition agreements in the form of Exhibit 2.10(a)(ii), executed by the Persons identified on Exhibit 2.10(a)(ii) (the “Noncompetition Agreements”); (iii) an escrow agreement substantially in the form of Exhibit 2.10(a)(iii), executed by Parascript and the escrow agent (the “Escrow Agreement”); (iv) a certificate executed by Seller Parascript as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 9.1 and as to its compliance with and performance in all material respects of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”)9.2; (iiiv) a certificate of the Secretary of Seller Parascript certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying Closing and attaching all requisite resolutions or actions of SellerParascript’s sole member Members or shareholders approving (A) the execution and delivery of this Agreement and the consummation of the Contemplated Transactions Transactions, and certifying to (B) the incumbency and signatures of the officers of Seller Parascript executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3Transactions; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment Agreement between AIS and assumption agreement of the Assumed Liabilities, Mitek substantially in the form attached hereto as Exhibit 2.5(a)(viii2.10(a)(vi) (the “Assignment and Assumption Services Agreement”), executed by Seller) whereby Mitek will provide certain business support services to AIS; (ixvii) a subordination agreementVoting Agreement executed by the K▇▇▇ Family Limited Partnership, substantially the P▇▇▇▇▇▇▇ Family Limited Partnership and the Pachikov Limited Partnership and effective as of the date hereof in the form attached hereto as Exhibit 2.5(a)(ix2.10(a)(vii) (the “Subordination Voting Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1viii) the Pay-Off Letters required by Sections 1.1 (Flow evidence of Funds Memorandum) AIS Holdings undertaking and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form assumption of the pay-off letter delivered to Buyer pursuant to Section 1.1 Retained Liabilities (Flow of Funds Memorandum). (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offsAssumption Agreement”); (c) Buyer shall deliver to Seller: (i) the Closing Cash Payment by wire transfer to an account specified by Seller in a writing delivered to Buyer; (ii) the Note, substantially in the form attached hereto as Exhibit 2.5(c)(ii2.10(a)(viii), executed by BuyerParascript and AIS Holdings. (b) Mitek shall deliver to Parascript: (i) the Merger Consideration in accordance with Section 2.6(c); (ii) the Escrow Agreement executed by Mitek and the escrow agent, together with the delivery of the Escrow Shares to the escrow agent and established pursuant to the Escrow Agreement thereunder (the “Escrow Account”); (iii) a guaranty agreement (the “Guaranty Agreement”), substantially in the form employment agreements attached hereto as Exhibit 2.5(c)(iii)2.10(a)(i)(C) and (D) executed on the date hereof but effective only as of the Closing Date by J▇▇▇▇ ▇▇▇▇▇▇▇ and T▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, executed respectively, and by SWHMitek; (iv) to Parascript a certificate executed by Buyer Mitek as to the accuracy of its Mitek’s representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 10.1 and as to its compliance with and performance of its Mitek’s covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”)10.2; (v) to Parascript a certificate of the Secretary of Buyer Mitek certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of BuyerMitek’s board of directors and stockholders, as applicable, approving (A) the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to Transactions, (B) the Mitek Name Change, (C) the incumbency and signatures of the officers of Buyer Mitek executing this Agreement and any other document relating to the Contemplated Transactions and (D) accompanied by the “Buyer Secretary Certificate”);requisite documents for amending the relevant Governing Documents of Mitek required to effect the Mitek Name Change in form sufficient for filing with the appropriate Governmental Body; and (vi) the Transition Services Agreement executed signed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWHMitek.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence satisfactory to Buyer a ▇▇▇▇ of sale for all of the transfer Assets that are Tangible Personal Property in the form of Membership Interests, including an assignment Exhibit 2.6(a)(i) (the “▇▇▇▇ of Membership Interests, free and clear of EncumbrancesSale”) executed by Seller; (ii) an assignment of all of the Assets in the form of Exhibit 2.6(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller; (iii) assignments of the Real Property Leases in the form of Exhibit 2.6(a)(iii) (the “Real Property Lease Assignments”) executed by Seller; (iv) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.6 (a)(iv) executed by Seller; (v) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (vi) a transition services agreement in the form of Exhibit 2.6(a)(vi), executed by Seller (the “Transition Services Agreement”); (vii) an escrow agreement in the form of Exhibit 2.6(a)(vii), executed by Seller and the escrow agent (the “Escrow Agreement”); (viii) a certificate executed by Seller as to the accuracy of its their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its their Table of Contents compliance with and performance of its their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”); (iii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller;7.2; and (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence copy of the dissolution of SWH Tooopinion letter addressed to Seller from Wood, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum)Herron & ▇▇▇▇▇. (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to Seller: (i) the Closing Cash Payment amount specified in Section 2.3(b) by wire transfer to an account specified by Seller in a writing delivered to BuyerBuyer at least three (3) business days prior to the Closing Date; (ii) the NoteEscrow Agreement, substantially in executed by Buyer and the form attached hereto as Exhibit 2.5(c)(ii)escrow agent, together with the delivery of One Million dollars ($1,000,000) to the escrow agent thereunder, by wire transfer to an account specified by the escrow agent; (iii) the Assignment and Assumption Agreement executed by Buyer; (iiiiv) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), Real Property Lease Assignments executed by SWHBuyer; (ivv) the Transition Services Agreement executed by Buyer; and (vi) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”); (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWH8.2.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller and Shareholder, as the case may be, shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence satisfactory to Buyer a b▇▇▇ of sale for all of the transfer Assets that are Tangible Personal Property in the form of Membership Interests, including an assignment Exhibit 2.7(a)(i) (the “B▇▇▇ of Membership Interests, free and clear of EncumbrancesSale”) executed by Seller; (ii) an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.7 (a) (ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller; (iii) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.7 (a) (iii) executed by Seller; (iv) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) an employment agreement in the form of Exhibit 2.7 (a) (v), executed by the Shareholder (the “Employment Agreement”); (vi) noncompetition agreements in the form of Exhibit 2.7(a)(vi), executed by the Shareholder (the “Noncompetition Agreements”); (vii) a certificate executed by Seller and the Shareholder as to the accuracy of its their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its their compliance with and performance of its their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”);7.2; and (iiiviii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.9 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (and accompanied by the “requisite documents for amending the relevant Governing Documents of Seller Secretary Certificate”);required to effect such change of name in form sufficient for filing with the appropriate Governmental Body. (ivix) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farmsthe Registration Rights Agreement, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b2.3(a)(iii), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum)Parties. (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to SellerSeller and Shareholder, as the case may be: (i) twenty-five thousand dollars ($25,000) in cash or other immediately available funds payable by Buyer to Seller on the Closing Cash Payment by wire transfer to an account specified by Seller in a writing delivered to BuyerDate; (ii) the Note, substantially in Warrant; (iii) the form attached hereto as Exhibit 2.5(c)(ii), Assignment and Assumption Agreement executed by Buyer; (iiiiv) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), Employment Agreement executed by SWHBuyer; (ivv) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”)8.2; (vvi) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH;Transactions; and (vii) the Supply Agreement Registration Rights Agreement, in the form attached as Exhibit 2.3(a)(iii), executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWHBuyer.

Closing Obligations. In addition to any other obligations to be fulfilled and documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence satisfactory to Buyer a ▇▇▇▇ of sale for all of the transfer Assets that are Tangible Personal Property in the form of Membership Interests, including an assignment Exhibit 2.6(a)(i) (the “▇▇▇▇ of Membership Interests, free and clear of EncumbrancesSale”) executed by Seller; (ii) an assignment of all of the Assets that are intangible personal property, and Seller Contracts described in Section 2.1 in the form of Exhibit 2.6(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities, together with a true and complete copy of the Final Order of the Approval Order (the “Assignment and Assumption Agreement”) executed by Seller; (iii) assignments of all Intellectual Property Assets, as defined in Section 3.23(a), and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.6(a)(iii) executed by Seller (the “Intellectual Property Assignment”); (iv) such other deeds, bills of sale, assignments, certificates of title, documents and/or other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) the Consents listed on Exhibit 2.6(a)(v) with respect to the Seller Contracts; (vi) a certificate executed by Seller DGLP and Subsidiary as to the accuracy of its their representations and warranties as of the date Closing and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing; (vii) a certificate of the Secretary of DGLP and Subsidiary (A) certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller (as certified, where feasible, by the Secretary of State of Nevada, with respect to DGLP, and the Secretary of State of Delaware, with respect to Subsidiary, as of a recent date), (B) certifying and attaching all requisite resolutions or actions of DGLP’s board of directors and Subsidiary’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of Subsidiary’s name contemplated by Section 5.16, (C) certifying to the incumbency and signatures of the officers of DGLP and Subsidiary executing this Agreement and any other document relating to the Contemplated Transactions, and (D) attaching a certificate as of a date not earlier than the tenth business day prior to the Closing Date as to the good standing of DGLP and Subsidiary, executed by the appropriate officials of the State of Nevada, with respect to DGLP, and the Secretary of State of Delaware, with respect to Subsidiary and each jurisdiction in which DGLP and Subsidiary is licensed or qualified to do business as a foreign corporation as specified in Part 3.1(a) below; (viii) Releases of all Encumbrances on the Assets, other than Permitted Encumbrances; (ix) such other documents as Buyer may reasonably request for the purpose of (A) evidencing the accuracy of any of DGLP’s and Subsidiary’s representations and warranties, (B) evidencing the performance by DGLP and Subsidiary, or the compliance by DGLP and Subsidiary with, any covenant or obligation required to be performed or complied with by DGLP and Subsidiary pursuant to this Agreement, or (C) otherwise facilitating the consummation or performance of any of the Contemplated Transactions; (x) all amounts due, owing or that may become due or owing pursuant to those certain promissory notes dated January 11, 2011 in the principal amount of One Hundred Thousand Dollars ($100,000), February 10, 2011 in the principal amount of One Hundred Thousand Dollars ($100,000), March 10, 2011 in the principal amount of One Hundred Thousand Dollars ($100,000), March 25, 2011 in the principal amount of Sixty Thousand Dollars ($60,000), and March 29, 2011 in the principal amount of Fifteen Thousand Dollars ($15,000) previously issued by Buyer to DGLP prior to the initiation of the Bankruptcy Case (collectively, the “Notes”); (xi) a hard copy backup to tape of all Software related to the Business; and (xii) such other documents as Buyer may reasonably request for the purpose of (A) evidencing the accuracy of any of Seller’s representations and warranties, (B) evidencing the performance by Seller, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by Seller pursuant to this Agreement, or (C) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer shall deliver to DGLP: (i) the amount of cash determined pursuant to Section 2.3(a), paid by wire transfer in immediately available funds to an account specified by Seller; (ii) the ▇▇▇▇ of Sale, executed by Buyer; (iii) the Assignment and Assumption Agreement; executed by Buyer; (iv) a certificate executed by Buyer as to the accuracy of their representations and warranties as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”)Closing; (iiiv) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, Buyer certifying and attaching all requisite resolutions or actions of Seller’s sole member approving that the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed has been approved by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum). (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to Seller: (i) the Closing Cash Payment by wire transfer to an account specified by Seller in a writing delivered to Buyer; (ii) the Note, substantially in the form attached hereto as Exhibit 2.5(c)(ii), executed by Buyer; (iii) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWH; (iv) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”); (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions authority and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”)Transactions; (vi) Such other documents as Seller may reasonably request for the Transition Services Agreement executed purpose of (A) evidencing the accuracy of any representation or warranty of Buyer, or (B) evidencing the performance by SWH; (vii) the Supply Agreement executed Buyer of, or compliance by SWH; (viii) the Subordination Agreement executed Buyer with, any covenant or obligation required to be performed or complied with by SWH; and (ix) the Assignment and Assumption Agreement executed by SWHBuyer.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller and Shareholder shall deliver to Buyer, together with funds sufficient to pay all Taxes taxes, for which purchasers are not legally responsible, necessary for the transfer, filing or recording thereof: (i) evidence satisfactory to Buyer a ▇▇▇▇ of sale for all of the transfer Assets that are tangible personal property in the form of Membership InterestsExhibit 2.7(a)(i) (the "▇▇▇▇ of Sale"), including an assignment of Membership Interests, free and clear of Encumbrancesexecuted by Seller; (ii) an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(ii), which assignment shall also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement"), executed by Seller, and the assignment of the Shareholder Loan in the form of Exhibit 2.1(d) hereto; (iii) an assignment of all of the contracts to which the Seller is a party and that Buyer is assuming (the "Assumed Contracts"), in the form of Exhibit 2.7(a)(iii); (iv) for each interest in real property identified on Schedule 3.12(a) and (b), a recordable warranty deed, an Assignment and Assumption of Lease in the form of Exhibit 2.7(a)(iv) or such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller; (v) assignments of all intellectual property assets and separate assignments of all registered trademarks, patents and copyrights in the form of Exhibit 2.7(a)(v), executed by Seller; (vi) an assignment of the Technology Rights in the form of Exhibit 2.7(a)(vi), which assignment shall also contain EFL's undertaking and assumption of the non-financial legal liabilities regarding the Technology Rights, executed by Shareholder (the "Technology Rights Assumption Agreement"); (vii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (viii) noncompetition agreements in the form of Exhibit 2.7(a)(viii), executed by the Shareholder (the "Noncompetition Agreements"); (ix) a certificate executed by Seller and the Shareholder as to the accuracy of its their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its their compliance with and performance of its their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”); (iii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum)7.2. (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to SellerSeller and/or the Shareholder, as the case may be, together with funds sufficient to pay all taxes, for which sellers are not legally responsible, necessary for the transfer, filing or recording thereof: (i) the Closing Cash Payment three million dollars ($3,000,000) by wire transfer to an account specified by Seller and Shareholder in a writing delivered to BuyerBuyer at least three (3) business days prior to the Closing Date; (ii) the Note, substantially a certificate or certificates in the form attached hereto as Exhibit 2.5(c)(iiname of the Seller representing three million two hundred fifty thousand (3,250,000) EFCX Shares (after adjustment for any stock splits, etc. between June 30, 2002 and the issuance date of such certificate); provided, however, that such certificates may be delivered up to five business days after the Closing Date without breach of this Agreement or other penalty; (iii) the Promissory Notes, executed by the Buyer; (iv) the Assignment and Assumption Agreement executed by Buyer; (iiiv) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), Technology Rights Assumption Agreement executed by SWHBuyer; (ivvi) the Noncompetition Agreements executed by Buyer; and (vii) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”); (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWH8.2.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller Sellers shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence satisfactory to Buyer a ▇▇▇▇ of sale for all of the transfer Transferred Assets that are Tangible Personal Property in the form of Membership Interests, including an assignment Exhibit E (the "▇▇▇▇ of Membership Interests, free and clear of EncumbrancesSale") executed by Sellers; (ii) an assignment and assumption of the Assumed Contracts in the form of Exhibit F, which assignment shall also contain Buyer's undertaking and assumption of the Assumed Contracts (the "Assignment and Assumption Agreement"), executed by Sellers; (iii) assignment of the Patents in the form of Exhibit G (the "Patent Assignment Agreement"), executed by Sellers; (iv) a duly executed recordable grant deed in substantially the form attached here as Exhibit D, conveying the Telstar Facility to Buyer, subject only to the Permitted Exceptions; (v) a certification and affidavit, duly executed by ▇▇▇, as required by the Foreign Investment in Real Property Tax Act of 1980, as amended, and California Withholding form 593; (vi) such other documents and other instruments of transfer and conveyance as each party may reasonably agree, each in form and substance satisfactory to each party and its respective legal counsel; (vii) proceeds from the sale of Inventory as described in Section 2.8; (viii) an escrow agreement in the form of Exhibit H, executed by Buyer, ▇▇▇ and the Escrow Agent (the "Escrow Agreement"); (ix) two (2) duly executed original counterparts of the Monterey Park Lease, in the form agreed between Buyer and Sellers; (x) a duly executed original counterpart of the transfer of the Tongmei Lease, in the form agreed between Buyer and Sellers; (xi) a duly executed lease of the Secured Assets; and (xii) a certificate executed by Seller Sellers as to the accuracy of its their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 7.2(b) and as to its their compliance with and performance of its the covenants and obligations to be performed or complied with by Sellers at or before the Closing in accordance with Section 7.2 7.2(a). (b) Buyer shall deliver to Sellers: (i) The Purchase Price by wire transfer in accordance with Section 2.6(b) above; (ii) the “Seller Closing Certificate”)Escrow Agreement, executed by Buyer, ▇▇▇ and the Escrow Agent in the form of Exhibit H; (iii) a certificate the Assignment and Assumption Agreement executed by Buyer in the form of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”)Exhibit F; (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation two (the “Parent”), is not a “foreign” person within the meaning of Section 1445 2) duly executed original counterparts of the CodeMonterey Park Lease, which certificate shall set forth all information required by, in the form agreed between Buyer and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2)Sellers; (v) each a duly executed original counterpart of the Material Consents identified transfer of the Tongmei Lease, in Schedule 7.3the form agreed between Buyer and Sellers; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), duly executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement lease of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7Secured Assets; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum). (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to Seller: (i) the Closing Cash Payment by wire transfer to an account specified by Seller in a writing delivered to Buyer; (ii) the Note, substantially in the form attached hereto as Exhibit 2.5(c)(ii), executed by Buyer; (iii) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWH; (ivvii) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 7.3(b) and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”7.3(a); (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWH.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller and Shareholders, as the case may be, shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence a ▇▇▇▇ of sale for all of the Assets that are Tangible Personal Property in the form of Exhibit 2.8(a)(i) (the "▇▇▇▇ of Sale") executed by Seller; (ii) an assignment of all of the purchased Assets that are intangible personal property in the form of Exhibit 2.8(a)(ii), which assignment shall also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement") executed by Seller; (iii) for each interest in Real Property identified on Section 3.4, a Lease in the form of Exhibit 2.2(n) duly executed by Seller; (iv) assignments of all purchased Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.8(a)(iv) executed by Seller; (v) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (vi) (intentionally left blank); (vii) noncompetition agreements in the form of Exhibit 2.8(a)(vii), executed by Seller and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the transfer of Membership Interests, including an assignment of Membership Interests, free and clear of Encumbrances; "Noncompetition Agreements"); (iiviii) a the Independent Sales Representative Agreement in the form attached hereto as Exhibit 2.2(o) executed by Seller; (ix) the Assumed Liabilities Escrow; (x) certificate executed by Seller as to the accuracy of its their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its their compliance with and performance of its their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 7.2; and (the “Seller Closing Certificate”); (iiixi) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, Seller certifying and attaching all requisite resolutions or actions of Seller’s sole member 's board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.7 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed accompanied by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect requisite documents for amending the relevant Governing Documents of Seller Transaction Expenses required to effect such change of name in substantially form sufficient for filing with the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum)appropriate Governmental Body. (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to SellerSeller and Shareholders, as the case may be: (i) the Closing Cash Payment The Purchase Price of Twelve Million Seven Hundred Ninety-Three Thousand Nine Hundred Fifteen dollars ($12,793,915.00) increased or decreased by any adjustments pursuant to Section 2.3(d) by wire transfer to an account specified by Seller in a writing delivered to Buyer; Buyer at least three (3) business days prior to the Closing Date; (ii) a promissory note executed by Buyer and payable to Seller in the principal amount of One Million dollars ($1,000,000.00) and secured by an Irrevocable Letter of Credit in the form of Exhibit 2.3(b) (the "Promissory Note, substantially "); (iii) the Assignment and Assumption Agreement executed by Buyer together with an executed Assumed Liability Escrow in a form acceptable to counsel for Seller and delivered to Buyer ten (10) days before Closing; (iv) the Employment Agreements or severance payments as the case may be delivered by Buyer; (v) the Noncompetition Agreements executed by Buyer; (vi) the Independent Sales Representative Agreement in the form attached hereto as Exhibit 2.5(c)(ii), 2.2(o) executed by Buyer; ; (iiivii) a guaranty agreement (the “Guaranty Agreement”), substantially Lease in the form attached hereto as Exhibit 2.5(c)(iii), 2.2(n) executed by SWH; Buyer; (ivviii) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 Section; and (the “Buyer Closing Certificate”); (vix) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s 's board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWHTransactions.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller and Shareholders, as the case may be, shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence satisfactory to Buyer a ▇▇▇▇ of sale for all of the transfer Assets that are Tangible Personal Property in the form of Membership Interests, including an assignment Exhibit 2.7(a)(i) (the “▇▇▇▇ of Membership Interests, free and clear of EncumbrancesSale”) executed by Seller; (ii) a certificate executed by Seller as to the accuracy an assignment of its representations and warranties as all of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”); (iii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating Assets that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially are intangible personal property in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”2.7(a)(ii), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a which assignment shall also contain Buyer’s undertaking and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) Liabilities (the “Assignment and Assumption Agreement”), ) executed by Seller; (ixiii) a subordination agreementfor each interest in real property identified on Part 3.7, substantially an Assignment and Assumption of Lease in the form attached hereto of Exhibit 2.7(a)(iii) or such other appropriate document or instrument of transfer, as Exhibit 2.5(a)(ix) (the “Subordination Agreement”)case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller; (xiv) evidence assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the dissolution form of SWH Too, LLCExhibit 2.7(a)(iv) executed by Twenty Two; (xiv) resignations such other deeds, bills of directorssale, officersassignments, certificates of title, documents and managers other instruments of SWH transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (vi) employment agreements in the form of Exhibit 2.7(a)(vi), executed by JW and BT (collectively, the “Employment Agreement”); (vii) an escrow agreement in the form of Exhibit 2.7(a)(vii), executed by Seller and each Shareholder and the Acquired Subsidiaries pursuant to Section 5.7escrow agent (the “Escrow Agreement”); (viii) a transition service agreement in the form of Exhibit 2.7(a)(viii), executed by Decoy Holdings, LLC and Seller (the “Transition Service Agreement”); (ix) a lock up and leak out agreement in the form of Exhibit 2.7(a)(ix), executed by Seller, Shareholder and other shareholders of Seller (the “Lock Up Agreement”); and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2x) a pay-off letter from each payee domain name transfer agreement in respect of Seller Transaction Expenses in substantially the form of Exhibit 2.7(a)(x) executed by Seller (the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum“Domain Name Transfer Agreement”). (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to SellerSeller and Shareholders, as the case may be, or on behalf of Seller or Shareholders: (i) the Closing The Residual Cash Payment by wire transfer to an account specified by Seller in a writing delivered to BuyerBuyer at least three (3) business days prior to the Closing Date; (ii) The Payables Payment (directly to the Note, substantially Persons set forth in the form attached hereto as Exhibit 2.5(c)(iiPart 2.3), executed by Buyer; (iii) a guaranty agreement (the “Guaranty Escrow Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWHBuyer and the Escrow Agent, together with the delivery of the Escrow Amount to the Escrow Agent thereunder; (iv) a certificate executed by Buyer as to the accuracy of its representations and warranties as representing Three Hundred Thousand (300,000) shares of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”)Buyer’s Common Stock; (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWHBuyer; (vi) the Employment Agreement executed by Buyer; (vii) the Transition Service Agreement executed by Buyer; (viii) the Lock Up Agreements executed by Buyer; and (ix) the Domain Name Transfer Agreement executed by Buyer.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller ATHLON shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereofLICENSEE: (i) evidence satisfactory to Buyer a ▇▇▇▇ of sale executed by ATHLON for all of the Inventory in the form attached as Exhibit 2.5(a)(i). Delivery, transfer of Membership Interests, including an assignment title and risk of Membership Interests, free and clear of Encumbrancesloss shall occur at the locations where such Inventory items are currently stored; (ii) subject to Section 2.5(b)(iii), an executed assignment and assumption agreement in the form as set forth on Exhibit 2.3(b) of that certain Manufacturing and Supply Agreement with Great Southern Labs (“Great Southern Labs”) dated December 29, 2000 (the “Great Southern Labs Assignment and Assumption Agreement”); (iii) Annual Product sales as presented in the Supplementary Data Section of ATHLON’s financial audit for 2004 and 2005 and Product sales from ATHLON’s internal records from January 2006 to July 2006; (iv) all information currently in a presentable format in ATHLON’s possession with respect to ATHLON’s marketing and distribution of the Products to trade level customers (i.e., mass merchandisers, wholesalers and warehousing chains) and the names and gross sales revenues attributable to such customers. (v) such other assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by LICENSEE, each in form and substance satisfactory to LICENSEE and its legal counsel and executed by ATHLON; (vi) a certificate executed on behalf of ATHLON as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; (vii) an executed copy of a mutually agreed upon operational agreement between ATHLON and LICENSEE regarding the management of the generic product line by ATHLON on behalf of LICENSEE (the “Operational Agreement”); (viii) written certification that there is no, and that ATHLON has no knowledge of any bases for any, Action or Proceeding by the FDA pending or threatened against the Product; and (ix) the most recent wholesaler inventory reports from Cardinal, McKesson and Amerisource Bergen detailing the Inventory at each company, and certified by an officer of ATHLON as being, to the best of its knowledge, true and correct (the “Wholesale Reports”). (b) LICENSEE shall deliver to ATHLON: (i) One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) ; (ii) the Shares of LICENSEE common stock comprising the portion of the Purchase Price described in Section 3.1(b); (iii) either, the Great Southern Labs Assignment and Assumption Agreement executed by LICENSEE or notice that LICENSEE has entered into separate negotiations with Great Southern Labs with respect to a mutually agreed upon manufacturing agreement; (iv) a certificate executed by Seller LICENSEE as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”); (iii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2);9.2; and (v) each an executed copy of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Operational Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum). (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to Seller: (i) the Closing Cash Payment by wire transfer to an account specified by Seller in a writing delivered to Buyer; (ii) the Note, substantially in the form attached hereto as Exhibit 2.5(c)(ii), executed by Buyer; (iii) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWH; (iv) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”); (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWH.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller Sellers shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence a Transfer, Assignment, ▇▇▇▇ of Sale and Assumption Agreement of all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(i), executed by Seller which Transfer, Assignment, ▇▇▇▇ of Sale and Assumption Agreement shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Transfer, Assignment, ▇▇▇▇ of Sale and Assumption Agreement”); (ii) for each interest in Real Property identified on Part 3.8, an Assignment and Assumption of Lease in the form of Exhibit 2.7(a)(ii) or such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer the parties and their counsel and executed by Sellers; (iii) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.7(a)(iii) executed by Sellers; (iv) such other deeds, bills of sale, assignments, stock or membership certificates, certificates of title, documents and other instruments of transfer of Membership Interestsand conveyance as may reasonably be requested by Buyer, including an assignment of Membership Interestsownership interests in each Foreign Subsidiary to the extent owned directly or indirectly, free by a Seller, each in form and clear of Encumbrancessubstance satisfactory to the parties and their legal counsel and executed by Sellers; (iiv) a certificate Consulting Agreement in the form of Exhibit 2.7(a)(v), executed by Seller as to the accuracy of its representations ▇▇▇▇ ▇▇▇▇▇▇▇▇ and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 ▇▇▇ ▇▇▇▇▇▇ (the “Seller Closing CertificateConsulting Agreement”); (iiivi) an escrow agreement in the form of Exhibit 2.7(a)(vi), executed by Buyer and Sellers and the Escrow Agent (the “Escrow Agreement”); and (vii) a certificate of the Secretary of each Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of SellerSellers, certifying and attaching all requisite resolutions or actions of each Seller’s sole member board of directors and shareholders (or equivalent) approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.9 and certifying to the incumbency and signatures of the officers of each Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed accompanied by the Persons requisite documents for amending the relevant Governing Documents of each Seller required to which any portion effect such change of Indebtedness is owed, and (2) a pay-off letter from each payee name in respect of Seller Transaction Expenses in substantially form sufficient for filing with the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum)appropriate Governmental Body. (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to SellerSellers: (i) the Closing The Initial Cash Payment as adjusted by the Preliminary Adjustment Amount plus the Foreign Subsidiaries Cash Balance, by wire transfer to an account specified by Seller Representative in a writing delivered to BuyerBuyer at least three (3) business days prior to the Closing Date; (ii) the NoteEscrow Agreement, substantially in executed by Buyer and the form attached hereto as Exhibit 2.5(c)(ii)Escrow Agent, together with the delivery of Four Million Dollars (US$4,000,000) to the Escrow Agent thereunder, by wire transfer to an account specified by the Escrow Agent; (iii) the Transfer, Assignment, ▇▇▇▇ of Sale and Assumption Agreement executed by Buyer; (iiiiv) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), Consulting Agreement executed by SWH; (iv) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”)Buyer; (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”);Transactions; and (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the an Assignment and Assumption Agreement of Lease(s) executed by SWHBuyer.

Closing Obligations. In addition to any other documents to be delivered or otherwise provided under other provisions of this Agreement, at the Closing: (a) Seller Sellers or the Shareholders, as applicable, shall deliver or cause to be delivered to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence satisfactory a ▇▇▇▇ of sale for all of the Assets to be transferred to Buyer the form of Exhibit 2.7(a)(i) (the transfer of Membership Interests"GENERAL CONVEYANCE, including an assignment of Membership InterestsTRANSFER AND ASSIGNMENT"), free and clear of Encumbrancesexecuted by Sellers; (ii) an assignment of all of the Assets to be transferred to Buyer in the form of Exhibit 2.7(a)(ii) which assignment shall also further confirm Buyers undertaking, assumption and guaranty of payment of the Assumed Liabilities (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"), executed by Sellers; (iii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance reasonably satisfactory to Buyer and its legal counsel and executed by Sellers provided this in no way requires Sellers to act in transferring the vehicle titles beyond the extent of endorsing the certificates of title, removing the liens on such titles or like action commonly used in transferring such a title; (iv) an employment agreement in the form of Exhibit 2.7(a)(iv) executed by ▇▇▇▇ ▇▇▇▇▇▇ (the "EMPLOYMENT AGREEMENT"); (v) anon- competition agreement in the form of Exhibit 2.7(a)(v) executed by ▇▇▇▇ ▇▇▇▇▇▇ (the "NON-COMPETITION AGREEMENT"); (vi) a Patent Assignment in the form of Exhibit 2.7(a)(vi) executed by Diamond Air ("PATENT ASSIGNMENT"); (vii) a certificate in the form of Exhibit 2.7(a) (vii) executed by Seller Sellers and the Shareholders as to the accuracy of its their representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 7.1 and as to its their compliance with and performance of its their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”);7.2; and (iiiviii) a certificate of an officer of Sellers in the Secretary form of Seller Exhibit 2.7(a)(viii) certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member Sellers' board of directors, members, managers, the Shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.4 and certifying to the incumbency and signatures of the officers of Seller Sellers executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum)Transactions. (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to SellerSellers, and the Shareholders as applicable: (i) the Closing Cash Payment by amount of $4,600,400.00 in U. S. Dollars to Sellers' designated account via wire transfer to an account specified by Seller in a writing delivered to Buyerbe immediately available on transfer; (ii) the Note, substantially in the form attached hereto as Exhibit 2.5(c)(ii), Assignment and Assumption Agreement executed by Buyer; (iii) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), Employment Agreement for ▇▇▇▇ ▇▇▇▇▇▇ executed by SWHBuyer; (iv) the Non-Competition Agreement for ▇▇▇▇ ▇▇▇▇▇▇ executed by Buyer; (v) the Patent Assignment executed by Buyer; (vi) a certificate in the form of Exhibit 2.7(b)(v) executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”)8.2; (vvii) a an officer's certificate of Buyer in the Secretary form of Buyer Exhibit 2.7(b)(vii) certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and Closing Date certifying and attaching all requisite resolutions or actions of Buyer’s board of directors 's governing body approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions transactions contemplated herein and certifying to the incumbency and signatures of the officers authority of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH;Transactions; and (viii) the Subordination a Guaranty Agreement executed by SWH; and (ix) ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Corporation guaranteeing payment of the Assignment and Assumption Non-Competition Agreement executed by SWHin the form of Exhibit 2.7(b)(viii).

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At the Closing, Seller shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence satisfactory to Buyer a ▇▇▇▇ of sale for all of the transfer Assets in a form to be agreed upon (the “▇▇▇▇ of Membership InterestsSale”), including an assignment of Membership Interests, free and clear of Encumbrancesexecuted by Seller; (ii) a certificate an assignment of all of the Assets which are intangible personal property in the form of Exhibit 1.7 (a) (ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by Seller; (iii) with respect to each interest in real property leased by Seller as set forth in Schedule 2.6(b) below, an Assignment and Assumption of Lease in the form of Exhibit 1.7(a)(iii) (the “Assignment and Assumption of Lease”), executed by Seller as and the applicable lessor; (iv) copies of any other consent (excluding consents relating to the accuracy of its representations Non-Material Contracts (as defined in Section 1.8 below)) required to be obtained in connection with the execution and warranties as of the date delivery of this Agreement and as the consummation of the Closing transactions contemplated hereby as disclosed on Schedule 2.2(c); (v) an escrow agreement in accordance with Section 7.1 the form of Exhibit 1.7(a)(v), executed by Seller, ▇▇▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇”) and as to its compliance with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”), (▇▇▇▇▇ and performance of its covenants ▇▇▇▇▇▇▇, collectively the “Members”) and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 Escrow Agent (the “Seller Closing CertificateEscrow Agreement”); (iiivi) the employment agreements in the form of Exhibit 1.7 (a) (vi), executed by Safir, Rosetti, ▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Employment Agreements”); (vii) the noncompetition, nondisclosure and nonsolicitation agreements in the form of Exhibit 1.7(a)(vii), executed by the Members and the employees listed on Schedule 1.7.(a)(vii); (viii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents Operating Agreement of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member Members approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and the change of name contemplated by Section 4.5 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (transactions contemplated hereby and accompanied by the “requisite documents for amending the Organization Documents of Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (required to effect such change of name in form sufficient for filing with the “Parent”), is not a “foreign” person within the meaning State of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by SellerDelaware; (ix) an opinion of counsel of the Seller, dated the Closing Date, in a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Sellercustomary for a similar transactions; (x) evidence the certificate of organization and all amendments thereto of Seller, duly certified as of a recent date by the dissolution Secretary of SWH Too, LLCState of Delaware; (xi) resignations certificates as to the good standing of directorsSeller and payment of all applicable state taxes by Seller, officersexecuted by the appropriate officials of the jurisdiction of Seller’s incorporation and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation as specified in Schedule 2.1 To the extent that such certificates cannot be provided prior to Closing, seller agrees to indemnify and managers hold harmless Buyer for the non-payment of SWH sales taxes for any of the jurisdictions in which Seller is licensed and the Acquired Subsidiaries pursuant qualified to Section 5.7do business as a foreign corporation; and (1xii) the Pay-Off Letters required such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Sections 1.1 (Flow of Funds Memorandum) Buyer, each in form and 2.7(b), substance reasonably satisfactory to Buyer and its counsel and executed by Seller for the Persons to which any portion purpose of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially facilitating the form consummation or performance of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum)transactions contemplated hereby. (b) Seller shall pay (i) to each of At the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to Seller: (i) the Closing Cash Payment Eight Million and No/100 Dollars ($8,000,000) as may be adjusted in accordance with Section 1.3 of this Agreement, by wire transfer to an account accounts specified in writing by Seller in a writing (which wire transfer instructions must be delivered by Seller to BuyerBuyer at least one (1) Business Day prior to Closing); (ii) the Note, substantially in the form attached hereto as Exhibit 2.5(c)(ii)Assignment and Assumption Agreement, executed by Buyer; (iii) a guaranty agreement (the “Guaranty Escrow Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWHBuyer and the Escrow Agent, together with the delivery of an amount equal to One Million and No/100 Dollars ($1,000,000) of Stock and the Promissory Note in the amount of One Million and No/100 Dollars ($1,000,000) to the Escrow Agent; (iv) a certificate the Employment Agreements, executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”)Buyer; (v) the Noncompetition Agreements, executed by Buyer; (vi) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents bylaws of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH;transactions contemplated hereby; and (vii) a stock option plan for the Supply Agreement executed employees of the Seller to be available to said employees subsequent to the Closing Date, and said option plan will contain in part: (x) stock options priced at the end of the Closing Date at the market value of $975,000 as of the end of the Closing Date; (y) with a vesting schedule of four years; and (z) distribution list of said stock options to employees determined by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWHSafir in his sole discretion.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller Spartan shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof▇▇▇▇▇▇▇: (i) evidence satisfactory to Buyer bills of sale for all of the transfer Assets that are Tangible Personal Property in the form of Membership InterestsExhibit 2.7(a)(i) (the "▇▇▇▇ of Sale"), including an assignment of Membership Interestsexecuted by Jiroch and ▇▇▇▇▇▇, free and clear of Encumbrancesto the extent that it has any interest in such Assets, by Spartan; (ii) an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(ii), which assignment shall also contain ▇▇▇▇▇▇▇'▇ undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement"), executed by Jiroch or ▇▇▇▇▇▇, as appropriate; (iii) for each interest in the Real Property, a recordable warranty deed subject to the Permitted Encumbrances, easements and restrictions of record, and such state of facts as shown on any Survey, in form and substance reasonably satisfactory to ▇▇▇▇▇▇▇ and its counsel, and executed by the owner of record of such Real Property; (iv) assignments of the Intellectual Property Assets included among the Assets; 15 (v) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by ▇▇▇▇▇▇▇, each in form and substance reasonably satisfactory to ▇▇▇▇▇▇▇ and its legal counsel and executed by Jiroch or ▇▇▇▇▇▇, as appropriate; (vi) the distribution agreements described in Section 5.12, executed by Spartan Stores, Inc. and ▇▇▇▇▇▇▇; (vii) a certificate executed by Seller Spartan as to the accuracy of its Spartan's representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed performed, or complied with with, at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”)7.2; (iiiviii) a certificate of the Spartan's Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of SellerSpartan, certifying and attaching all requisite resolutions or actions of Seller’s sole member Spartan's board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of names contemplated by Section 5.9 and certifying to the incumbency and signatures of the Spartan's officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (and accompanied by the “Seller Secretary Certificate”); (iv) a certificate stating that requisite documents for amending the relevant Governing Documents of Jiroch and ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (required to effect such change of names in form sufficient for filing with the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Sellerappropriate Governmental Body; (ix) If requested by ▇▇▇▇▇▇▇, any Consents or other instruments that may be required to permit ▇▇▇▇▇▇▇'▇ qualification in each jurisdiction in which Spartan is licensed or qualified to do business as a subordination agreementforeign corporation under the name "L&L/Jiroch Distributing Company" or "▇.▇. ▇▇▇▇▇▇ Company, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller;Inc." or any derivative thereof; and (x) evidence Such other documents as ▇▇▇▇▇▇▇ may reasonably request for the purpose of: (A) evidencing the accuracy of the dissolution any of SWH Too, LLCSpartan's representations and warranties; (xiB) resignations of directorsevidencing the performance by Spartan of, officersor the compliance by Spartan with, and managers of SWH and the Acquired Subsidiaries pursuant any covenant or obligation required to Section 5.7; andbe performed or complied with by Spartan; (1C) evidencing the Pay-Off Letters required by Sections 1.1 satisfaction of any condition referred to in this Article 7; or (Flow D) otherwise facilitating the consummation or performance of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum)Contemplated Transactions. (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer ▇▇▇▇▇▇▇ shall deliver to SellerSpartan: (i) the Closing Cash Payment Purchase Price by wire transfer to an account specified by Seller Spartan in a writing delivered to Buyer▇▇▇▇▇▇▇ at least three (3) Business Days prior to the Closing Date; (ii) the Note, substantially in the form attached hereto as Exhibit 2.5(c)(ii), Assignment and Assumption Agreement executed by Buyer▇▇▇▇▇▇▇; (iii) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWH; (iv) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”); (v) a certificate of the ▇▇▇▇▇▇▇'▇ Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer ▇▇▇▇▇▇▇ and certifying and attaching all 16 requisite resolutions or actions of Buyer’s ▇▇▇▇▇▇▇'▇ board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer ▇▇▇▇▇▇▇ executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWHTransactions; and (ixiv) the Assignment and Assumption Agreement distribution agreements described in Section 5.12, executed by SWHSpartan Stores, Inc. and ▇▇▇▇▇▇▇.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence a bill of sale for all of the Assets that are Tangible Personal Property ▇▇ ▇he form of Exhibit 2.6(a)(i) (the "Bill of Sale") executed by Seller; (ii) an assignment ▇▇ all of the Assets that are intangible personal property in the form of Exhibit 2.6(a)(ii), (the "Assignment Agreement") executed by Seller; (iii) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.6(a)(iii) executed by Seller; (iv) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) non-competition, non-solicitation and non-disclosure agreements in the form of Exhibit 2.6(a)(v), executed by each Key Employee (the "Noncompetition Agreements"); (vi) a lock-up agreement in the form of Exhibit 2.6(a)(vi) (the "Lock-Up Agreement") executed by Seller; (vii) a registration rights agreement in the form of Exhibit 2.6(a)(vii) (the "Registration Rights Agreement") executed by Seller; and (viii) a certificate executed by Seller as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 6.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 6.2. (b) Buyer shall deliver to Seller: (i) $2,200,000 by wire transfer of Membership Interests, including to an assignment of Membership Interests, free and clear of Encumbrancesaccount specified by Seller in a writing delivered to Buyer at least three business days prior to the Closing Date; (ii) a share certificate representing the Shares; (iii) the Lock-Up Agreement executed by Buyer; (iv) the Registration Rights Agreement executed by Buyer; (v) the Noncompetition Agreements executed by Buyer; (vi) a certificate executed by Seller Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”); (iii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.77.2; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum). (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to Seller: (i) the Closing Cash Payment by wire transfer to an account specified by Seller in a writing delivered to Buyer; (ii) the Note, substantially in the form attached hereto as Exhibit 2.5(c)(ii), executed by Buyer; (iii) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWH; (iv) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”); (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWH.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for Buyer the transfer, filing or recording thereoffollowing: (i) a b▇▇▇ of sale for all of the Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (the “B▇▇▇ of Sale”) executed by Seller; (ii) an assignment of all of the Assets that are intangible personal property other than Intellectual Property Assets in the form of Exhibit 2.7(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller; (iii) for each interest in Real Property identified on Parts 3.7 and 3.8 of the Disclosure Schedule, (x) a lease and memorandum of Lease in the form of Exhibit 2.7(a)(iii)(x) (collectively, the “Facility Lease”) executed by Seller, (y) an Assignment and Assumption of Lease in the form of Exhibit 2.7(a)(iii)(y) (the “Lease Assignment”), or (z) such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller; (iv) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the forms set forth in Exhibit 2.7(a)(iv) executed by Seller; (v) a Registrant Name Change Agreement, executed by Seller, transferring the right to the website w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ to Buyer, in the form of Exhibit 2.7(a)(v); (vi) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (vii) noncompetition agreement in the form of Exhibit 2.7(a)(vii), executed by Seller, Member, and Parent (the “Noncompetition Agreement”); (viii) evidence satisfactory to Buyer of the transfer termination of Membership Intereststhe employment agreements and salary continuation agreements listed on Exhibit 2.7(a)(viii), including an assignment of Membership Interests, free on terms and clear of Encumbrancesconditions satisfactory to Seller; (iiix) a certificate Guaranty in the form attached to this Agreement, executed by Seller as to the accuracy of its representations Member and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”)Parent; (iiix) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member manager and Member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of Seller’s name to GTC of Clarksville, LLC, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions and accompanied by the requisite documents for amending the relevant Governing Documents of Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; (xi) a certificate of the Secretary of the Member certifying as complete and accurate as of the Closing attached copies of the Governing Documents of the Member, certifying and attaching requisite resolutions of the Member’s board of directors approving the execution and delivery of this Agreement and the other agreements and documents relating to the Contemplated Transactions to be executed and delivered by the Member, and certifying to the incumbency and signatures of the officers of the Member executing this Agreement and any other agreements or documents relating to the Contemplated Transactions; (xii) an Earnout Agreement in the form of Exhibit 2.7(a)(xii) executed by Seller (the “Seller Secretary CertificateEarnout Agreement”); (ivxiii) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 consent of the Code, which certificate shall set forth all information required by, lessor to the Lease Assignment of the Office Lease and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2)the consent of any other lessor to the Lease Assignment of any other Leased Real Property; (vxiv) each of an owner’s affidavit related to the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially Owned Real Property in the form of Exhibit 2.5(a)(vi2.7(a)(xiv) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ixxv) a such affidavits as the issuer(s) of the title insurance policies specified in Section 7.3 may require; (xvi) Consents, where required, of the other contracting Persons to the Assumed Contracts; (xvii) A subordination agreement, substantially in agreement with the form attached hereto as Exhibit 2.5(a)(ixBuyer’s senior secured lender (or the agent thereof) (the “Subordination Agreement”), ) executed by Seller; (xxviii) evidence of A subordination agreement with Buyer (the dissolution of SWH Too, LLC“Buyer Subordination Agreement”) executed by Seller; (xixix) resignations Nineteen Thousand Eight Hundred Eighty One Dollars Fifty-five Cents Dollars ($19,881.55), representing an amount equal to fifty percent (50%) of directors, officers, and managers of SWH and the Acquired Subsidiaries fee payable by Buyer for the Phase II assessment conducted by Buyer pursuant to an Access Agreement between Seller and Capital for Business, Inc., dated December 9, 2002, which amount has been paid to Buyer through a reduction in the amount to be wire transferred to Seller under Section 5.72.7(b)(i); and (1xx) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b)Such other agreements, executed by the Persons to which any portion of Indebtedness is oweddocuments, and (2) instruments as Buyer may reasonably request, including, without limitation, certificates of good standing of Seller, Member, and Parent in their states of incorporation, Certificate of Seller’s good standing as a pay-off letter from each payee foreign corporation in respect the States of Arkansas and Pennsylvania, and Certificates of no tax due for Seller Transaction Expenses in substantially the form States of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum)Arkansas and Pennsylvania. (b) Buyer shall deliver to Seller shall pay and Member, as the case may be: (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and Thirteen Million Four Hundred Fifty Thousand Dollars (ii$13,450,000.00) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an the account specified set forth on Part 2.7(b)(i) of the Disclosure Schedule; (ii) A promissory note executed by Buyer and payable to Seller in writing by such party on the Flow principal amount of Funds Memorandum One Million Nine Hundred Fifty Thousand Dollars (such Closing pay-off obligations, $1,950,000.00) in the form of Exhibit 2.7(b)(ii) (the “Closing Pay-offsPromissory Note”); (c) Buyer shall deliver to Seller: (iiii) the Closing Cash Payment by wire transfer to an account specified by Seller in a writing delivered to Buyer; (ii) the Note, substantially in the form attached hereto as Exhibit 2.5(c)(ii), Assignment and Assumption Agreement executed by Buyer; (iiiiv) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), Facility Lease executed by SWHBuyer (v) the Lease Assignment executed by Buyer; (ivvi) a certificate the Noncompetition Agreement executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”)Buyer; (vvii) the Buyer Subordination Agreement executed by the Buyer; (viii) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”)Transactions; (viix) an Earnout Agreement in the Transition Services Agreement form of Exhibit 2.7(a)(xii) executed by SWHBuyer; (viix) Buyer check in the Supply Agreement executed by SWH; (viii) amount of the Subordination Agreement executed by SWHP▇▇▇▇ Cash; and (ixxi) the Assignment Copies of (i) certificate of good standing of Buyer in Delaware, (ii) certificate of good standing of Buyer as a foreign corporation in Arkansas, and Assumption Agreement executed by SWH(iii) such other state certificates as Buyer simultaneously provides to LaSalle Business Credit, LLC.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller and Shareholders, as the case may be, shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence satisfactory to Buyer a bill of sale for all of the transfer Assets that are Tangible Personal Property in the form of Membership Interests, including an assignment Exhibit 2.7(a)(i) (the ‘‘Bill of Membership Interests, free and clear of EncumbrancesSale’’) executed by Seller; (ii) an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the ‘‘Assignment and Assumption Agreement’’) executed by Seller; (iii) for each interest in Real Property identified on Part 3.7(a) and (b), a re- cordable warranty deed, an Assignment and Assumption of Lease in the form of Exhibit 2.7(a)(iii) or such other appropriate document or instru- ment of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller; (iv) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.7(a)(iv) executed by Seller; (v) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by ▇▇▇▇▇, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (vi) an employment agreement in the form of Exhibit 2.7(a)(vi), executed by [ ] (the ‘‘Employment Agreement’’);‌ (vii) noncompetition agreements in the form of Exhibit 2.7(a)(vii), executed by each Shareholder (the ‘‘Noncompetition Agreements’’); (viii) an escrow agreement in the form of Exhibit 2.7(a)(viii), executed by ▇▇▇▇▇▇ and each Shareholder and the escrow agent (the ‘‘Escrow Agreement’’); (ix) a certificate executed by Seller and each Shareholder as to the accuracy of its their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its their compliance with and performance of its their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”);7.2; and (iiix) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.9 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement Agree- ment and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed accompanied by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect requisite documents for amending the relevant Governing Documents of Seller Transaction Expenses required to effect such change of name in substantially form sufficient for filing with the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum)appropriate Governmental Body. (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer shall deliver to SellerSeller and Shareholders, as the case may be: (i) the Closing Cash Payment dollars ($ ) by wire transfer to an account specified by Seller in a writing delivered to BuyerBuyer at least three (3) business days prior to the Closing Date; (ii) a promissory note executed by ▇▇▇▇▇ and payable to Seller in the Note, substantially principal amount of dollars ($ ) in the form attached hereto as of Exhibit 2.5(c)(ii2.7(b)(ii) (the ‘‘Promissory Note’’), executed by Buyer; (iii) a guaranty agreement (the “Guaranty Escrow Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWH▇▇▇▇▇ and the escrow agent, together with the delivery of dollars ($ ) to the escrow agent there- under, by wire transfer to an account specified by the escrow agent; (iv) the Assignment and Assumption Agreement executed by ▇▇▇▇▇; (v) the Employment Agreement executed by ▇▇▇▇▇; (vi) the Noncompetition Agreements executed by ▇▇▇▇▇ and ▇▇▇- ▇▇▇▇ ($ ) by wire transfer to an account specified by each Share- holder in a writing delivered to Buyer at least three (3) days prior to the Closing Date; (vii) a certificate executed by Buyer ▇▇▇▇▇ as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”);8.2; and (vviii) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer▇▇▇▇▇’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWHTrans- actions.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) a. Seller and Shareholder, as the case may be, shall deliver to Buyer, together with funds sufficient to pay (i) one-half of all sales taxes, and (ii) all other Taxes necessary for the transfer, filing or recording thereof: (i) evidence satisfactory to Buyer a ▇▇▇▇ of sale for all of the transfer Assets that are Tangible Personal Property in the form of Membership Interests, including an assignment Exhibit 2.7(a)(i) (the “▇▇▇▇ of Membership Interests, free and clear of EncumbrancesSale”) executed by Seller; (ii) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.7(a)(ii) executed by Seller; (iii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (iv) the lease for the Premises in the form of Exhibit 2.7(a)(iv) (the “Lease”); (v) a certificate executed by Seller and the Shareholder as to the accuracy of its their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its their compliance with and performance of its their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”Exhibit 2.7(a)(v)); (iiivi) an opinion of counsel for the Seller and the Shareholder in form and substance satisfactory to Buyer and its legal counsel (Exhibit 2.7(a)(vi)) ; (vii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the ClosingClosing (Exhibit 2.7(a)(vii)), attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member board of directors and Shareholder approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.9 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (and accompanied by the “requisite documents for amending the relevant Governing Documents of Seller Secretary Certificate”)required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; (ivviii) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially Consulting Agreement in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”2.7(b)(v), executed by BEF Management, Inc.; (viiix) a supply agreement an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”2.7(a)(ix), executed by BEF Foods, Inc.; (viii) a which assignment shall also contain Buyer’s undertaking and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) Liabilities (the “Assignment and Assumption Agreement”), ) executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller;; and (x) evidence the Allocation of the dissolution of SWH TooPurchase Price, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds MemorandumExhibit 2.7(a)(x). (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) b. Buyer shall deliver to SellerSeller and Shareholder, as the case may be, together with funds sufficient to pay one-half of all sales taxes necessary for the transfer, filing or recording thereof: (i) Four million two hundred fifty thousand dollars ($4,250,000.00) by certified check or other immediately available funds, net of the Closing Cash Payment by wire transfer to an account specified by Seller in a writing delivered to BuyerEscrow Deposit; (ii) a promissory note executed by Buyer and payable to Seller in the Note, substantially principal amount of Seven hundred fifty thousand dollars ($750,000.00) in the form attached hereto as of Exhibit 2.5(c)(ii2.7(b)(ii) (the “Secured Subordinated Promissory Note”). The Secured Subordinated Promissory Note shall be secured with a subordinated lien on the Assets, executed which subordinated lien will be evidenced by the Security Agreement. The Seller will agree to execute a commercially reasonable subordination agreement proffered by lenders to Buyer either contemporaneous with or subsequent to the Closing, and will execute whatever documents may be reasonably necessary to make Seller’s security interest in the Assets subordinate to Buyer’s lenders; (iii) a guaranty agreement the Security Agreement (the “Guaranty Agreement”Exhibit 2.7(b)(iii), substantially ) and Financing Statement necessary to perfect Seller’s security interest in the form attached hereto as Exhibit 2.5(c)(iiiAssets, subject to the limitations in Section 2.7(b)(ii), executed by SWH; (iv) the Assignment and Assumption Agreement, as such term is defined in Section 2.7(a)(ix) above; (v) the Consulting Agreement in the form of Exhibit 2.7(b)(v); (vi) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”Exhibit 2.7(b)(vi)); (vvii) an opinion of counsel for the Buyer in form and substance satisfactory to Seller and Stockholder (Exhibit 2.7(b)(vii)); (viii) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the ClosingClosing (Exhibit 2.7(b)(viii)), attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”)Transactions; (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWHLease; and (x) the Allocation of Purchase Price, in the form of Exhibit 2.7(a)(x).