Common use of Closing Obligations Clause in Contracts

Closing Obligations. (a) At the Closing, the following deliveries will be made to Buyer: (i) an assignment of the IDE Membership Interests, duly executed by IRG, free and clear of all Encumbrances; (ii) an assignment of the IRG Membership Interests, duly executed by IESG, free and clear of all Encumbrances; (iii) an assignment of all right, title and interest of Insignia IP in the DE Marks, in the form of Exhibit C, duly executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary public; (iv) an assignment of all right, title and interest of the Companies in the DE Domain Names, duly executed by Insignia IP, free and clear of all Encumbrances; (v) the Support Services Agreement in the form of Exhibit D hereto, duly executed by IESG; (vi) a termination of the existing license agreements with respect to the DE Marks between Insignia IP and each of IDE and IRG; (vii) the Lien Releases; (viii) an agreement, in the form of Exhibit K hereto, pursuant to which CBRE shall agree to be bound by the provisions of Section 2.8 hereof, duly executed by CBRE; and (ix) the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents." (b) At the Closing, Buyer will deliver to the Seller Parties: (i) the Closing Amount; (ii) the Support Services Agreement, duly executed by Buyer and IRG; (iii) the Lender Subordination Agreement, duly executed by the parties thereto (other than the Seller Parties); and (iv) the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing Documents."

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At the ClosingSeller or Xxxxxx, the following deliveries will be made as applicable, shall deliver to BuyerPurchaser: (i) an assignment a xxxx of sale executed by Seller for all of the IDE Membership Interests, duly executed by IRG, free and clear Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “Xxxx of all EncumbrancesSale”); (ii) an a xxxx of sale or other assignment of the IRG Membership Interests, duly instrument executed by IESG, free and clear of all EncumbrancesXxxxxx for the Xxxxxx Contributions; (iii) an a trademark assignment for each of all right, title and interest of Insignia IP the Seller’s Trademarks in substantially the DE Marks, in same form as Exhibit 2.6(a)(iii) (the form of Exhibit C, duly executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary public“Trademark Assignment”); (iv) an one or more assignment of all right, title and interest assumption agreements executed by Seller for each of the Companies Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the DE Domain Names, duly executed by Insignia IP, free “Assignment and clear of all EncumbrancesAssumption Agreements”); (v) each of the Support Services Agreement in the form of Exhibit D hereto, duly executed by IESGConsents identified on Schedule 4.3 as a required Consent; (vi) a termination of the existing license agreements with respect titles to the DE Marks between Insignia IP and each motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of IDE and IRGPurchaser; (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 or Xxxxxx, as applicable, including the Lien Releasesassignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractors; (viii) an agreement, a certificate executed on behalf of Seller and Xxxxxx as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in the form accordance with Section 8.1 and as to their compliance with and performance of Exhibit K hereto, pursuant to which CBRE shall agree their covenants and obligations to be bound by performed or complied with at or before the provisions of Closing in accordance with Section 2.8 hereof, duly executed by CBRE8.2; and (ix) the additional documents referred to Non-Competition and Employment Agreements described in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents8.4." (b) At the Closing, Buyer will Purchaser shall deliver to Seller or Xxxxxx, as the Seller Partiescase may be: (i) that portion of the Closing AmountPurchase Price described in Section 3.1(a); (ii) the Support Services Agreement, duly executed by Buyer and IRGNotes; (iii) the Lender Subordination Agreement, duly Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by the parties thereto (other than the Seller Parties)Purchaser; and (iv) a certificate executed by Purchaser as to the additional documents referred accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 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 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing Documents9.2."

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At the Closing, the following deliveries will be made Seller and Shareholder shall deliver to Buyer, together with funds sufficient to pay all taxes, for which purchasers are not legally responsible, necessary for the transfer, filing or recording thereof: (i) an assignment a xxxx of sale for all of the IDE Membership InterestsAssets that are tangible personal property in the form of Exhibit 2.7(a)(i) (the "Xxxx of Sale"), duly executed by IRG, free and clear of all EncumbrancesSeller; (ii) an assignment of all of the IRG Membership InterestsAssets that are intangible personal property in the form of Exhibit 2.7(a)(ii), duly which assignment shall also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement"), executed by IESGSeller, free and clear the assignment of all Encumbrancesthe Shareholder Loan in the form of Exhibit 2.1(d) hereto; (iii) an assignment of all right, title of the contracts to which the Seller is a party and interest of Insignia IP in that Buyer is assuming (the DE Marks"Assumed Contracts"), in the form of Exhibit C, duly executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary public2.7(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 all rightthe Technology Rights in the form of Exhibit 2.7(a)(vi), title which assignment shall also contain EFL's undertaking and interest assumption of the Companies 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 DE Domain Namesform of Exhibit 2.7(a)(viii), duly executed by Insignia IPthe Shareholder (the "Noncompetition Agreements"); (ix) a certificate executed by Seller and the Shareholder 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 7.1 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 7.2. (b) Buyer shall deliver to Seller and/or the Shareholder, free 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) three million dollars ($3,000,000) by wire transfer to an account specified by Seller and clear Shareholder in a writing delivered to Buyer at least three (3) business days prior to the Closing Date; (ii) a certificate or certificates in the name of all Encumbrancesthe 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; (v) the Support Services Technology Rights Assumption Agreement in the form of Exhibit D hereto, duly executed by IESGBuyer; (vi) a termination of the existing license agreements with respect to the DE Marks between Insignia IP and each of IDE and IRG;Noncompetition Agreements executed by Buyer; and (vii) the Lien Releases; (viii) an agreement, in the form of Exhibit K hereto, pursuant to which CBRE shall agree to be bound by the provisions of Section 2.8 hereof, duly executed by CBRE; and (ix) the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents." (b) At the Closing, Buyer will deliver to the Seller Parties: (i) the Closing Amount; (ii) the Support Services Agreement, duly a certificate executed by Buyer as to the accuracy of its representations and IRG; (iii) warranties as of the Lender Subordination Agreement, duly executed by date of this Agreement and as of the parties thereto (other than 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 Seller Parties); and (iv) the additional documents referred to Closing in accordance with Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing Documents8.2."

Closing Obligations. At the Closing: (a) At the Closing, the following deliveries Sellers will be made deliver to Buyer: (i) an assignment of certificates representing the IDE Membership InterestsShares, duly endorsed (or accompanied by duly executed by IRGstock powers), free for transfer to Buyer in form and clear of all Encumbrancessubstance satisfactory to Buyer; (ii) an assignment releases in the form of Exhibit 2.4(a)(ii) attached hereto executed by each of the IRG Membership InterestsSellers (collectively, duly "Sellers' Releases"); (iii) employment and non-competition agreements in the form of Exhibit 2.4(a)(iii) attached hereto, executed by, Xxxx X. Xxxxx and Xxxx X. Xxxxxxx (collectively, "Employment and Non-Competition Agreements"); (iv) a consulting and non-competition agreement in the form of Exhibit 2.4(a)(iv) attached hereto, executed by IESGXxxxxxx X. Xxxx (the "Consulting and Non-Competition Agreement"); (v) releases in the form of Exhibit 2.4(a)(v) attached hereto executed by Xxxxx X. Xxxxx and each of the Sellers, free respectively, with the regard to any rights or claims under the Deferred Compensation Agreements; (vi) a receipt and clear release in the form of Exhibit 2.4(a)(vi) attached hereto executed by the Sole Former Shareholder; (vii) an opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, dated the Closing Date, in the form of Exhibit 2.4(a)(vii) attached hereto; (viii) executed resignations, effective as of the Closing Date of each officer and director of the Company; (ix) the Disclosure Letter executed by Sellers; (x) copies of all Encumbrancesnotices and Consents required pursuant to Section 3.2(b) of the Agreement and that have been obtained prior to Closing; (xi) all books of account, minute books, stock record books, and other records of the Company then in the possession of Sellers or their Representatives; (xii) copies of the Company's Organizational Documents, certified by a Secretary or Assistant Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; a complete list of the officers and directors of the Company, certified by a Secretary or Assistant Secretary of the Company to be true and correct as of the Closing Date; a long form certificate of good standing from the Secretary of State of the State of Delaware showing all documents filed in such office with regard to the Company; tax clearance certificates and good standing certificates from the Secretary of the State Corporation Commission of the Commonwealth of Virginia and the Secretary of State of the States of California, Hawaii and South Carolina; copies of resolutions adopted by the Board of Directors of the Company with respect to the Contemplated Transactions, certified by a Secretary or Assistant Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; and (xiii) such other certificates, agreements and other documents as the Buyer may reasonably request. (b) Buyer will deliver: (i) to Sellers, the aggregate sum of $22,650,000, by wire transfer in immediately available funds of the amount and to the account set forth opposite the name of each Seller on Schedule 2.4(b)(i) attached hereto; (ii) to the Escrow Agent, the sum of $5,850,000 to the Escrow Agent, subject to the requirements of the Escrow Agreement, by bank cashier's or certified check or wire transfer to an account specified by the Escrow Agent; (iii) an assignment opinion of all rightDay, title and interest of Insignia IP in Xxxxx & Xxxxxx LLP, dated the DE MarksClosing Date, in the form of Exhibit C2.4(b)(iii) attached hereto, duly executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary public; (iv) an assignment of all right, title and interest addressing the due authorization of the Companies in Agreement by, and the DE Domain Names, duly executed by Insignia IP, free and clear of all Encumbrances; (v) the Support Services Agreement in the form of Exhibit D hereto, duly executed by IESG; (vi) a termination enforceability of the existing license agreements with respect to the DE Marks between Insignia IP and each of IDE and IRG; (vii) the Lien Releases; (viii) an agreementAgreement against, in the form of Exhibit K hereto, pursuant to which CBRE shall agree to be bound by the provisions of Section 2.8 hereof, duly executed by CBRE; and (ix) the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents." (b) At the Closing, Buyer will deliver to the Seller Parties: (i) the Closing Amount; (ii) the Support Services Agreement, duly executed by Buyer and IRG; (iii) the Lender Subordination Agreement, duly executed by the parties thereto (other than the Seller Parties)Buyer; and (iv) the additional documents referred Employment and Non-Competition Agreements and the Consulting and Non-Competition Agreement, each executed by the Company. (c) Buyer and Sellers will enter into an escrow agreement in the form of Exhibit 2.4(c) attached hereto (the "Escrow Agreement") with Branch Banking and Trust Company of Virginia (the "Escrow Agent"). (d) Buyer will pay in full the amounts owed to Branch Banking and Trust Company of Virginia in accordance with Section 8.32.7(c). (e) All of the transactions to be concluded at the Closing shall be deemed concluded simultaneously. The documents referenced Unless waived, no transaction or delivery shall be deemed finally concluded unless and until all such transactions are concluded. (f) Buyer's delivery of the funds via wire transfer in this the amounts and to the accounts specified in Section 2.4(b) shall, to the extent of the funds so delivered and subject to the terms of the Escrow Agreement, fully and finally discharge the obligation of Buyer with regard to the payment to Sellers of the Purchase Price. (g) Buyer and Sellers will deliver the completed and signed Form 8023 pursuant to the requirements of Section 8.3 are collectively referred to as "Buyer's Closing Documents5.2."

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, except with regard to the items set forth in Sections 2.9(a)(iv), (v), (viii), (x) and (xi), which conditions shall be satisfied by 5:00 p.m. Wisconsin time on the day before the hearing on the approval of the Sale Order: (a) At Seller, Shareholder and Anchor, as the Closingcase may be, the following deliveries will be made shall deliver to BuyerIIS: (i) an assignment a xxxx of sale for the IDE Membership InterestsPurchased Assets that are tangible personal property in the form of Schedule 2.9(a)(i) (the "Xxxx of Sale"), duly executed by IRG, free and clear of all EncumbrancesSeller; (ii) an assignment of all of the IRG Membership InterestsPurchased Assets that are intangible personal property in the form of Schedule 2.9(a)(ii) (the "Assignment of Contract Rights"), duly executed by IESG, free and clear of all EncumbrancesSeller; (iii) an assignments of all telephone numbers, assignments of all copyrights and a separate assignment of all rightmarks, title trade secrets and interest of Insignia IP in the DE Marks, net names both in the form set forth on Schedule 2.9(a)(iii) (the "Assignment of Exhibit CCopyrights" and the "Assignment of Marks, duly Trade Secrets and Net Names"), executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary publicSeller; (iv) an valid and binding assignment of all rightTransferred Customer contracts to IIS and consent to such transfer from the top twenty (20) Transferred Customers, title and interest of ranked by invoiced amounts during 2001 (the Companies in the DE Domain Names, duly executed by Insignia IP, free and clear of all Encumbrances"Top Twenty Customers"); (v) valid and binding assignment of those Reseller Contracts to IIS and consent to such transfer from the Support Services Agreement in the form of Exhibit D hereto, duly executed by IESGcounterparties to those Reseller; (vi) a termination true and correct copy of the existing license agreements Sale Order issued by the Court, satisfactory to IIS in form and substance, authorizing the sale of the Purchased Assets to IIS in accordance with respect the terms hereof, together with any other necessary or desirable approvals or authorizations of the Court or any creditors or other parties pursuant to the DE Marks between Insignia IP and each of IDE and IRGChapter 128 Creditors' Action; (vii) the Lien Releases; (viii) an agreementa list of Eligible Anchor Receivables and such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by IIS, each in the form of Exhibit K hereto, pursuant and substance reasonably satisfactory to which CBRE shall agree to be bound by the provisions of Section 2.8 hereof, duly IIS and its legal counsel and executed by CBRE; and (ix) the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents." (b) At the Closing, Buyer will deliver to the Seller Parties: (i) the Closing AmountSeller; (ii) the Support Services Agreement, duly executed by Buyer and IRG; (iii) the Lender Subordination Agreement, duly executed by the parties thereto (other than the Seller Parties); and (iv) the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing Documents."

Closing Obligations. (a) At the Closing, the following deliveries will be made Seller shall deliver to Buyer: (i) an assignment a xxxx of sale for all of the IDE Membership InterestsAssets in a form to be agreed upon (the “Xxxx of Sale”), duly executed by IRG, free and clear of all EncumbrancesSeller; (ii) an assignment of all of the IRG Membership InterestsAssets which are intangible personal property in the form of Exhibit 1.7 (a) (ii), duly which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by IESG, free and clear of all EncumbrancesSeller; (iii) with respect to each interest in real property leased by Seller as set forth in Schedule 2.6(b) below, an assignment Assignment and Assumption of all right, title and interest of Insignia IP in the DE Marks, Lease in the form of Exhibit C1.7(a)(iii) (the “Assignment and Assumption of Lease”), duly executed by Insignia IP, free Seller and clear of all Encumbrances, which assignment will be duly acknowledged by a notary publicthe applicable lessor; (iv) an assignment copies of all right, title any other consent (excluding consents relating to the Non-Material Contracts (as defined in Section 1.8 below)) required to be obtained in connection with the execution and interest delivery of this Agreement and the consummation of the Companies in the DE Domain Names, duly executed by Insignia IP, free and clear of all Encumbrancestransactions contemplated hereby as disclosed on Schedule 2.2(c); (v) the Support Services Agreement an escrow agreement in the form of Exhibit D hereto1.7(a)(v), duly executed by IESGSeller, Xxxxxx Xxxxx (“Xxxxx”) and Xxxxxx Xxxxxxx (“Xxxxxxx”), (Xxxxx and Xxxxxxx, collectively the “Members”) and the Escrow Agent (the “Escrow Agreement”); (vi) a termination the employment agreements in the form of Exhibit 1.7 (a) (vi), executed by Safir, Rosetti, Xxxx Xxxxx, and Xxxxxxx Xxxxxxx (the existing license agreements with respect to the DE Marks between Insignia IP and each of IDE and IRG“Employment Agreements”); (vii) the Lien Releasesnoncompetition, 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 Operating Agreement of Seller, certifying and attaching all requisite resolutions or actions of Seller’s Members approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the change of name contemplated by Section 4.5 and certifying to the incumbency of the officers of Seller executing this Agreement and any other document relating to the transactions contemplated hereby and accompanied by the requisite documents for amending the Organization Documents of Seller required to effect such change of name in form sufficient for filing with the State of Delaware; (ix) an agreementopinion of counsel of the Seller, dated the Closing Date, in a form customary for a similar transactions; (x) the form certificate of Exhibit K heretoorganization and all amendments thereto of Seller, pursuant to which CBRE shall agree to be bound duly certified as of a recent date by the provisions Secretary of Section 2.8 hereofState of Delaware; (xi) certificates as to the good standing of Seller and payment of all applicable state taxes by Seller, duly executed by CBREthe 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 hold harmless Buyer for the non-payment of sales taxes for any of the jurisdictions in which Seller is licensed and qualified to do business as a foreign corporation; and (ixxii) 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 counsel and executed by Seller for the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as purpose of facilitating the "Seller Parties' Closing Documentsconsummation or performance of the transactions contemplated hereby." (b) At the Closing, Buyer will shall deliver to the Seller PartiesSeller: (i) the Closing AmountEight 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 accounts specified in writing by Seller (which wire transfer instructions must be delivered by Seller to Buyer at least one (1) Business Day prior to Closing); (ii) the Support Services Assignment and Assumption Agreement, duly executed by Buyer and IRGBuyer; (iii) the Lender Subordination Escrow Agreement, duly executed by Buyer and the parties thereto Escrow Agent, together with the delivery of an amount equal to One Million and No/100 Dollars (other than $1,000,000) of Stock and the Seller Parties); andPromissory Note in the amount of One Million and No/100 Dollars ($1,000,000) to the Escrow Agent; (iv) the additional documents referred Employment Agreements, executed by 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 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 transactions contemplated hereby and certifying to the incumbency of the officers of Buyer executing this Agreement and any other document relating to the transactions contemplated hereby; and (vii) a stock option plan for the employees of the Seller to be available to said employees subsequent to the Closing Date, and said option plan will contain in Section 8.3. The documents referenced 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 Safir in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing Documentshis sole discretion."

Closing Obligations. At the Closing: (a) At the ClosingXxx Enterprises and Xxx Procurement, the following deliveries as applicable, will be made deliver to BuyerBuyer duly executed copies of: (i) an assignment a xxxx of sale for the IDE Membership Interests, duly executed by IRG, free and clear Acquired Assets substantially in the form attached hereto as Exhibit A (the “Xxxx of all EncumbrancesSale”); (ii) an instrument of assignment of and assumption substantially in the IRG Membership Interests, duly executed by IESG, free form attached hereto as Exhibit B (the “Assignment and clear of all EncumbrancesAssumption Agreement”); (iii) an assignment certificates pursuant to clauses (a) and (b) of all right, title and interest of Insignia IP in the DE Marks, in the form of Exhibit C, duly executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary publicSection 7.2; (iv) an instruments of assignment to Buyer of all registrations and applications for Intellectual Property and other intangibles included in the Acquired Assets and reasonably requested by Buyer; provided, however, Xxx Procurement’s assignment of all right, title the Nickel Ads’ trademark and interest of the Companies service xxxx shall be in the DE Domain Names, duly executed by Insignia IP, free and clear of all Encumbrancesform attached hereto as Exhibit C; (v) instruments of assignment to Buyer of all rights of Xxx Enterprises and Xxx Procurement to the Support Services Agreement domain names and website addresses included in the form of Exhibit D hereto, duly executed Acquired Assets and reasonably requested by IESGBuyer; (vi) a termination certificate of Xxx Enterprises and Xxx Procurement that each is not a foreign Person subject to withholding under Section 1445 of the existing license agreements with respect to the DE Marks between Insignia IP and each of IDE and IRGIRC; (vii) a real property deed, or deeds, as the Lien Releasescase may be, substantially in the form attached hereto as Exhibit D (the “Real Property Deed”); (viii) an agreement, a Transition Services Agreement substantially in the form of attached hereto as Exhibit K hereto, pursuant to which CBRE shall agree to be bound by E (the provisions of Section 2.8 hereof, duly executed by CBRE“Transition Services Agreement”); and (ix) all other instruments or documents as Buyer may reasonably request to effect the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) conveyance and Section 7.3 are collectively referred to assignment of the Acquired Assets as the "Seller Parties' Closing Documentscontemplated hereby." (b) At the Closing, Buyer will deliver to the Seller PartiesXxx: (i) the Closing Amountcash portion of the Purchase Price by wire transfer in immediately available funds to the account specified by Xxx; (ii) the Support Services Agreement, duly executed by Buyer copies of the certificates pursuant to clauses (a) and IRG(b) of Section 7.3; (iii) the Lender Subordination Agreement, a duly executed by counterpart of the parties thereto Xxxx of Sale; (other than iv) a duly executed counterpart of the Seller Parties)Assignment and Assumption Agreement; (v) a duly executed counterpart of the Transition Services Agreement; and (ivvi) duly executed counterparts of all other instruments and certificates of assumption, novation and release as Xxx may reasonably request in order to effectively make Buyer responsible for all Assumed Liabilities and release Xxx Enterprises or Xxx Procurement, as applicable, therefrom to the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing Documentsfullest extent permitted under applicable Law."

Closing Obligations. Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At Sellers shall deliver, or caused to be delivered, to Buyers (the Closing, the following deliveries will delivery of any of which may be made to Buyer:waived in writing by Buyers): (i) an assignment one xxxx of sale for each of K Defense, KII and K Industries in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the IDE Membership InterestsAssets that are Tangible Personal Property (collectively, the “Bills of Sale”), duly executed by IRG, free and clear of all Encumbrancesthe applicable Seller; (ii) a counterpart signature page to an assignment of all of the IRG Membership InterestsAssets that are intangible personal property in substantially the form of Exhibit 2.9(a)(ii), which assignment shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by IESG, free and clear of all Encumbranceseach Seller; (iii) an assignment of all right, title and interest of Insignia IP counterpart signature pages to non-competition agreements in the DE Marks, in substantially the form of Exhibit C2.9(a)(iii), duly executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary publiceach Shareholder (the “Non-Competition Agreements”); (iv) a counterpart signature page to an assignment escrow agreement in substantially the form of all right, title and interest of the Companies in the DE Domain NamesExhibit 2.9(a)(iv), duly executed by Insignia IP, free and clear of all Encumbranceseach Seller (the “Escrow Agreement”); (v) the Support Services Agreement a counterpart signature page to a registration rights agreement in substantially the form of Exhibit D hereto2.9(a)(v), duly executed by IESGSellers (the “Registration Rights Agreement”); (vi) a termination of the existing license agreements with respect counterpart signature pages to the DE Marks between Insignia IP and each consulting agreements, in substantially the form of IDE and IRGExhibit 2.9(a)(vi), duly executed by the respective Shareholder (the “Consulting Agreements”); (vii) evidence of the Lien Releasesgrant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at 000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxx 00000 and an amendment to such Lease including such easement; (viii) an a counterpart signature page to a letter agreement, in the form of Exhibit K heretoand substance mutually agreeable to Pomroys Leasing, LP and Buyers, pursuant to which CBRE (A) Buyers shall agree covenant to be bound by pay the provisions of Section 2.8 hereofPay-Off Amounts to Pomroys Leasing, duly executed by CBRE; and (ix) the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents." (b) At the Closing, Buyer will deliver to the Seller Parties: (i) the Closing Amount; (ii) the Support Services Agreement, duly executed by Buyer and IRG; (iii) the Lender Subordination Agreement, duly executed by the parties thereto (other than the Seller Parties); and (iv) the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing Documents."LP within ninety EXECUTION VERSION

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At Seller, Members, and Principals, as the Closingcase may be, the following deliveries will shall deliver or cause to be made delivered to Buyer, unless explicitly waived by Buyer: (i) an assignment a bxxx of sale for all of the IDE Membership Interests, duly Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (the “Bxxx of Sale”) executed by IRG, free and clear of all EncumbrancesSeller; (ii) an assignment of all of the IRG Membership InterestsAssets that are intangible personal property in the form of Exhibit 2.7(a)(ii), duly which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by IESG, free and clear of all EncumbrancesSeller; (iii) an assignment assignments of all right, title Intellectual Property Assets and interest separate assignments of Insignia IP in the DE all registered Marks, Patents and Copyrights in the form of Exhibit C, duly 2.7(a)(iii) executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary publicSeller; (iv) an assignment such other deeds, bills of all rightsale, title assignments, certificates of title, documents and interest other instruments of the Companies transfer and conveyance as may reasonably be requested by Buyer, each in the DE Domain Names, duly form and substance satisfactory to Buyer and its legal counsel and executed by Insignia IP, free and clear of all EncumbrancesSeller; (v) the Support Services Agreement employment agreements in the form of Exhibit D hereto2.7(a)(v), duly executed by IESGPost and Mxxxxxxxx (the “Employment Agreements”); (vi) the non-competition agreements in the form of Exhibit 2.7(a)(vi), executed by Para and Mxxxxxxx (the “Non-Competition Agreements”); (vii) a certificate executed by Seller, Members, and Principals 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 7.1 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 7.2; (viii) a certificate of an executive officer 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 and Members approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.8 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 to be filed upon termination of the Transition Services Agreement; (ix) Releases of all Encumbrances on the Assets (other than the Permitted Encumbrances); (x) each of the Consents Identified in Exhibit 2.7(a) (the “Material Consents”), to the extent obtained prior to Closing. (xi) certificates as to the good standing of Seller and payment of all applicable state Taxes by Seller, including compliance with relevant Bulk Sales Laws, executed by the appropriate officials of the State of Illinois; (xii) such other documents relating to the Contemplated Transactions as Buyer or its counsel may reasonably request; and (xiii) a Transition Services Agreement (the “Transition Services Agreement”) in form and substance reasonably satisfactory to Buyer and Seller providing for transition services by Seller until all Material Consents are obtained. (b) Buyer shall deliver to Seller and Members, as the case may be: (i) the funds required by Section 2.3(b)(i); (ii) the Shares required by Section 2.3(b)(iii); (iii) the Assignment and Assumption Agreement executed by Buyer; (iv) the Employment Agreements executed by Buyer; (v) the Non-Competition Agreements executed by Buyer; (vi) a termination certificate executed by Buyer as to the accuracy of its representations and warranties as of the existing license agreements date of this Agreement and as of the Closing in accordance with respect 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 DE Marks between Insignia IP and each of IDE and IRGClosing in accordance with Section 8.2; (vii) a certificate of the Lien ReleasesChief Financial Officer of Buyer certifying as complete and accurate at 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; (viii) an agreement, in such other documents relating to the form of Exhibit K hereto, pursuant to which CBRE shall agree to be bound by the provisions of Section 2.8 hereof, duly executed by CBREContemplated Transactions as Buyer or its counsel may reasonably request; and (ix) the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents." (b) At the Closing, Buyer will deliver to the Seller Parties: (i) the Closing Amount; (ii) the Support Transition Services Agreement, duly Agreement executed by Buyer and IRG; (iii) the Lender Subordination Agreement, duly executed by the parties thereto (other than the Seller Parties); and (iv) the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing Documents."

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At Seller and Members, as the Closingcase may be, the following deliveries will be made shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) an assignment a bxxx of sale for all of the IDE Membership Interests, duly Purchased Assets in the form of Exhibit 2.7(a)(i) (the “Bxxx of Sale”) executed by IRG, free and clear of all EncumbrancesSeller; (ii) an assignment of all of the IRG Membership InterestsPurchased Assets that are intangible personal property (exclusive of Intellectual Property Assets), duly executed by IESG, free which assignment shall also contain Buyer’s undertaking and clear assumption of all Encumbrances; (iii) an assignment of all right, title and interest of Insignia IP in the DE MarksAssumed Liabilities, in the form of Exhibit C2.7(a)(ii) (the “Assignment and Assumption Agreement”), duly executed by Insignia IP, free and clear Seller; (iii) assignments of all EncumbrancesIntellectual Property Assets and separate assignments of all registered Marks, which assignment will be duly acknowledged Patents and Copyrights executed by a notary publicSeller in the form of Exhibit 2.7(a)(iii), executed by Seller; (iv) an assignment such other deeds, bills of all rightsale, title assignments, certificates of title, documents and interest 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) consulting agreements executed by Dx. Xxxxxxxxx and Dr. Prolla in the form of Exhibit 2.7(a)(v) (the “Consulting Agreements”); (vi) noncompetition agreements, executed by each Member in the form of Exhibit 2.7(a)(vi) (the “Noncompetition Agreements”); (vii) a new Research and Development Agreement, in the form of Exhibit 2.7(a)(vii) (the “Research and Development Agreement”), executed by Seller and replacing the terminated DTLRA dated September 4, 2009; (viii) a duly executed certificate in the form specified in Treas. Reg. Section 1.1445-2(b); (ix) a certificate executed by Seller and each Member as to the accuracy of their representations and warranties as of the Companies date of this Agreement and as of the Closing in accordance with Section 5.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the DE Domain NamesClosing in accordance with Section 5.2; and (x) a certificate of the President of Seller certifying, duly 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 managers and members 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. (b) Buyer shall deliver to Seller and Members, as the case may be: (i) the Purchase Price, by wire transfer to an account designated by Seller; (ii) the Assignment and Assumption Agreement executed by Insignia IP, free and clear of all EncumbrancesBuyer; (iii) the Consulting Agreements executed by Buyer; (iv) the Noncompetition Agreements executed by Buyer; (v) the Support Services Agreement in the form of Exhibit D heretoResearch and Development Agreement, duly executed by IESGBuyer; (vi) a termination certificate executed by Buyer as to the accuracy of its representations and warranties as of the existing license agreements date of this Agreement and as of the Closing in accordance with respect Section 6.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the DE Marks between Insignia IP and each of IDE and IRG;Closing in accordance with Section 6.2; and (vii) a certificate of the Lien Releases; (viii) an agreementSecretary of Buyer certifying, in the form as complete and accurate as of Exhibit K hereto, pursuant to which CBRE shall agree to be bound by the provisions of Section 2.8 hereof, duly executed by CBRE; and (ix) the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents." (b) At the Closing, attached copies of the Governing Documents of Buyer will deliver 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 Seller Parties: (i) incumbency and signatures of the Closing Amount; (ii) officers of Buyer executing this Agreement and any other document relating to the Support Services Agreement, duly executed by Buyer and IRG; (iii) the Lender Subordination Agreement, duly executed by the parties thereto (other than the Seller Parties); and (iv) the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing DocumentsContemplated Transactions."

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At the Closing, the following deliveries will be made Seller shall deliver to Buyer: (i) an assignment a xxxx of sale for all of the IDE Membership Interests, duly Acquired Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (the “Xxxx of Sale”) executed by IRG, free and clear of all EncumbrancesSeller; (ii) an assignment of the IRG Membership Interests, duly executed by IESG, free and clear of all Encumbrances[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 rightIntellectual Property Assets and separate assignments of all registered Marks, title Patents and interest of Insignia IP Copyrights in the DE Marksform 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 Xxxxxxx (the “Xxxxxx, Xxxxxxx Opinion”) dated the Closing Date, in the form of Exhibit C, duly executed by Insignia IP, free and clear of all Encumbrances2.7(a)(viii), which assignment will be duly acknowledged by a notary publicshall permit Seller to rely on such opinion; (ivix) an assignment of all right, title and interest a copy of the Companies in Board of Directors minutes certified by the DE Domain Namescorporate Secretary of Seller as to the receipt, duly executed by Insignia IP, free consideration and clear acceptance of all Encumbrances; (v) the Support Services Agreement in the form of Exhibit D hereto, duly executed by IESG; (vi) a termination of the existing license agreements third party fairness opinion and/or valuation with respect to the DE Marks between Insignia IP and each of IDE and IRG;Acquired Assets. (viix) a certificate executed by Seller as to the Lien Releases; (viii) an agreement, accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in the form accordance with Section 5.1.1 and as to their compliance with and performance of Exhibit K hereto, pursuant to which CBRE shall agree their covenants and obligations to be bound by performed or complied with at or before the provisions of Closing in accordance with Section 2.8 hereof, duly executed by CBRE5.1.2; and (ixxi) a certificate of the additional documents referred 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 board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to in Section 7.3. The documents referenced in the incumbency and signatures of the officers of Seller executing this Section 2.4(a) Agreement and Section 7.3 are collectively referred any other document relating to as the "Seller Parties' Closing DocumentsContemplated Transactions." (b) At the Closing, Buyer will shall deliver to Seller, as the Seller Partiescase may be: (i) the Closing AmountPayment by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing Date; (ii) the Support Services Agreement, duly 1B Lease Assignment and 1B Lease Amendment executed by Buyer and IRGBuyer; (iii) the Lender Subordination Agreement, duly Access Agreement executed by the parties thereto (other than the Seller Parties); andBuyer; (iv) the additional documents referred 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 8.3. The documents referenced 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 5.2.2; and (vi) 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 Section 2.4(b) Agreement and Section 8.3 are collectively referred the consummation of the Contemplated Transactions and certifying to as "Buyer's Closing Documentsthe incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions."

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At the Closing, the following deliveries will be made Seller shall deliver to Buyer: (i) an assignment appropriate instrument of transfer to evidence the sale of the IDE Membership Interests, duly executed by IRG, free and clear of all EncumbrancesTransferred Interests to Buyer; (ii) an assignment of the IRG Membership Interestsescrow agreement mutually agreeable to Buyer and Seller, duly executed by IESG, free and clear of all EncumbrancesSeller (the “Escrow Agreement”); (iii) an assignment of all rightemployment letters and employee invention and confidential information agreements, title and interest of Insignia IP in the DE Marks, substantially in the form of Exhibit C2.4(a)(iii), duly executed by Insignia IP, free Mx. Xxxxxxxxxx and clear Seller in favor of all Encumbrances, which assignment will be duly acknowledged by a notary publicBuyer (the “Employment Documents”); (iv) an assignment of all right, title and interest of the Companies in the DE Domain Names, duly executed by Insignia IP, free and clear of all Encumbrances; (v) the Support Services Agreement in the form of Exhibit D hereto, duly executed by IESG; (vi) a termination of the existing license agreements with respect to the DE Marks between Insignia IP and each of IDE and IRG; (vii) the Lien Releases; (viii) an agreement, in the form of Exhibit K hereto2.4(a)(iv), pursuant executed by Mx. Xxxxxxxxxx granting the Company an irrevocable non-exclusive worldwide license to use the Wxxxxxxxxx Software and to exercise all rights to such software as if the Company were the owner thereof, including without limitation, the exclusive right to use the Wxxxxxxxxx Software within the Company’s field of use as defined therein (the “License Agreement”); (v) a consent to assignment, termination, amendment or other agreement, acceptable in form and substance to the Buyer in its sole discretion, to the Non-Disclosure and Non-competition Agreement by and among Hypertech, Inc., a Tennessee corporation, Seller, Mx. Xxxxxxxxxx and InjectTek LLC, an unsigned true copy of which CBRE shall agree has been provided to be bound Buyer (the “Hypertech Agreement”). (vi) a certificate executed by the provisions Company stating that the conditions specified in Sections 7.1(a) through Section 7.1(h), inclusive, have been fully satisfied; (vii) a recently dated certificate from the Secretary of Section 2.8 hereof, duly executed by CBREState of the State of Florida confirming that the Company is in good standing in such State; and (ixviii) a duly executed certificate from Seller of non-foreign status in the additional documents referred form and manner that complies with section 1445 of the Code and the Treasury regulations promulgated thereunder (each a “FIRPTA Certificate”); provided, however, that, notwithstanding anything to in the contrary contained herein, if Seller fails to deliver a FIRPTA Certificate and Buyer elects to proceed with the Closing, Buyer shall be entitled to withhold the amount required to be withheld pursuant to Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as 1445 of the "Seller Parties' Closing DocumentsCode from the Purchase Price." (b) At Buyer shall deliver, as the Closing, Buyer will deliver to the Seller Partiescase may be: (i) to Seller, by wire transfer to an account specified by Seller in a writing delivered to Buyer at least three (3) business days prior to the Closing AmountDate, the Cash Purchase Price; (ii) the Support Services Escrow Agreement, duly executed by Buyer and IRGthe Escrow Agent together with delivery to the Escrow Agent of three (3) or more certificates representing the Shares issued in the name of Seller; (iii) the Lender Subordination Agreement, duly Employment Documents executed by the parties thereto (other than the Seller Parties); andBuyer; (iv) a certificate executed by Buyer stating that the additional documents referred to conditions specified in Sections 7.2(a) through Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing Documents7.2(d), inclusive, have been fully satisfied."

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At the Closing, the following deliveries will be made Sellers shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) an assignment a Transfer, Assignment, Xxxx of Sale and Assumption Agreement of all of the IDE Membership InterestsAssets that are intangible personal property in the form of Exhibit 2.7(a)(i), duly executed by IRGSeller which Transfer, free Assignment, Xxxx of Sale and clear Assumption Agreement shall also contain Buyer’s undertaking and assumption of all Encumbrancesthe Assumed Liabilities (the “Transfer, Assignment, Xxxx of Sale and Assumption Agreement”); (ii) for each interest in Real Property identified on Part 3.8, an assignment Assignment and Assumption of Lease in the IRG Membership Interestsform of Exhibit 2.7(a)(ii) or such other appropriate document or instrument of transfer, duly as the case may require, each in form and substance satisfactory to the parties and their counsel and executed by IESG, free and clear of all EncumbrancesSellers; (iii) an assignment assignments of all right, title Intellectual Property Assets and interest separate assignments of Insignia IP in the DE all registered Marks, Patents and Copyrights in the form of Exhibit C, duly 2.7(a)(iii) executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary publicSellers; (iv) such other deeds, bills of sale, assignments, stock or membership certificates, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, including an assignment of all rightownership interests in each Foreign Subsidiary to the extent owned directly or indirectly, title by a Seller, each in form and interest of substance satisfactory to the Companies in the DE Domain Names, duly parties and their legal counsel and executed by Insignia IP, free and clear of all EncumbrancesSellers; (v) the Support Services Consulting Agreement in the form of Exhibit D hereto2.7(a)(v), duly executed by IESGXxxx Xxxxxxxx and Xxx Xxxxxx (the “Consulting Agreement”); (vi) a termination of the existing license agreements with respect to the DE Marks between Insignia IP and each of IDE and IRG; (vii) the Lien Releases; (viii) an agreement, escrow agreement in the form of Exhibit K hereto2.7(a)(vi), pursuant to which CBRE shall agree to be bound by the provisions of Section 2.8 hereof, duly executed by CBREBuyer and Sellers and the Escrow Agent (the “Escrow Agreement”); and (ixvii) a certificate of the additional Secretary of each Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Sellers, certifying and attaching all requisite resolutions or actions of each Seller’s 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 and accompanied by the requisite documents referred for amending the relevant Governing Documents of each Seller required to effect such change of name in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as form sufficient for filing with the "Seller Parties' Closing Documentsappropriate Governmental Body." (b) At the Closing, Buyer will shall deliver to the Seller PartiesSellers: (i) 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 Buyer at least three (3) business days prior to the Closing AmountDate; (ii) the Support Services Escrow Agreement, duly executed by Buyer and IRGthe 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 Lender Subordination AgreementTransfer, duly Assignment, Xxxx of Sale and Assumption Agreement executed by the parties thereto (other than the Seller Parties); andBuyer; (iv) the additional documents referred Consulting Agreement executed by 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 in Section 8.3. The documents referenced in the incumbency and signatures of the officers of Buyer executing this Section 2.4(bAgreement and any other document relating to the Contemplated Transactions; and (vi) an Assignment and Section 8.3 are collectively referred to as "Assumption of Lease(s) executed by Buyer's Closing Documents."

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At Seller and Shareholders, as the Closingcase may be, the following deliveries will be made shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) an assignment a bill of sale for all of the IDE Membership Interests, duly Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (the ‘‘Bill of Sale’’) executed by IRG, free and clear of all EncumbrancesSeller; (ii) an assignment of all of the IRG Membership InterestsAssets that are intangible personal property in the form of Exhibit 2.7(a)(ii), duly which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the ‘‘Assignment and Assumption Agreement’’) executed by IESG, free and clear of all EncumbrancesSeller; (iii) for each interest in Real Property identified on Part 3.7(a) and (b), a re- cordable warranty deed, an assignment Assignment and Assumption of all right, title and interest of Insignia IP in the DE Marks, Lease in the form of Exhibit C2.7(a)(iii) or such other appropriate document or instru- ment of transfer, duly as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary publicSeller; (iv) an assignment assignments of all rightIntellectual Property Assets and separate assignments of all registered Marks, title Patents and interest 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 Xxxxx, 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 Xxxxxx and each Shareholder and the escrow agent (the ‘‘Escrow Agreement’’); (ix) a certificate executed by Seller and each Shareholder as to the accuracy of their representations and warranties as of the Companies date of this Agreement and as of the Closing in accordance with Section 7.1 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 7.2; and (x) 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 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 Agree- ment 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. (b) Buyer shall deliver to Seller and Shareholders, as the case may be: (i) dollars ($ ) by wire transfer to an account specified by Seller in a writing delivered to Buyer at least three (3) business days prior to the Closing Date; (ii) a promissory note executed by Xxxxx and payable to Seller in the DE Domain Namesprincipal amount of dollars ($ ) in the form of Exhibit 2.7(b)(ii) (the ‘‘Promissory Note’’); (iii) the Escrow Agreement, duly executed by Insignia IPXxxxx and the escrow agent, free 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 clear of all EncumbrancesAssumption Agreement executed by Xxxxx; (v) the Support Services Employment Agreement in the form of Exhibit D hereto, duly executed by IESGXxxxx; (vi) the Noncompetition Agreements executed by Xxxxx and xxx- xxxx ($ ) by wire transfer to an account specified by each Share- holder in a termination of the existing license agreements with respect writing delivered to Buyer at least three (3) days prior to the DE Marks between Insignia IP and each of IDE and IRGClosing Date; (vii) a certificate executed by Xxxxx as to the Lien Releases;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; and (viii) an agreementa certificate of the Secretary of Buyer certifying, in the form as complete and accurate as of Exhibit K hereto, pursuant to which CBRE shall agree to be bound by the provisions of Section 2.8 hereof, duly executed by CBRE; and (ix) the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents." (b) At the Closing, attached copies of the Governing Documents of Buyer will deliver and certifying and attaching all requisite resolutions or actions of Xxxxx’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the Seller Parties: (i) incumbency and signatures of the Closing Amount; (ii) officers of Buyer executing this Agreement and any other document relating to the Support Services Agreement, duly executed by Buyer and IRG; (iii) the Lender Subordination Agreement, duly executed by the parties thereto (other than the Seller Parties); and (iv) the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing DocumentsContemplated Trans- actions."

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At the Closing, the following deliveries will be made Seller shall deliver to Buyer, together with funds sufficient to pay all Taxes subject to Section 10.2 necessary for the transfer, filing or recording thereof: (i) an assignment a xxxx of sale in the form of Exhibit 2.7(a)(i) (the "Bills of Sale") for all of the IDE Membership InterestsAssets, duly executed by IRG, free and clear of all EncumbrancesSeller; (ii) an assignment in the form of Exhibit 2.7(a)(ii) of all of the IRG Membership InterestsAssets which are intangible personal property, duly which assignment shall also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement"), executed by IESG, free and clear of all EncumbrancesSeller; (iii) for each Seller Lease identified on Schedule 3.6(b), an assignment Assignment and Assumption of all right, title and interest of Insignia IP in the DE Marks, Lease in the form of Exhibit C2.7(a)(iii) (the "Assignment and Assumption of Lease"), duly 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 Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary publicSeller; (iv) an assignment of all right, title and interest of the Companies Marks in the DE Domain Namesform of Exhibit 2.7(a)(iv), duly executed by Insignia IP, free and clear Seller (the "Assignment of all EncumbrancesMarks"); (v) an assignment of all of the Support Services Agreement Patents in the form of Exhibit D hereto2.7(a)(v), duly executed by IESGSeller (the "Assignment of Patents"); (vi) a termination an assignment of all of the existing license agreements with respect Copyrights in form of Exhibit 2.7(a)(vi), executed by Seller (the "Assignment of Copyrights"); (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 counsel and executed by Seller; (viii) a royalty agreement in the form of Exhibit 2.7(a)(viii), executed by Seller (the "Royalty Agreement"); (ix) a transitional services agreement in the form of Exhibit 2.7(a)(ix), executed by Seller (the "Transitional Services Agreement"); (x) a supply agreement in the form of Exhibit 2.7(a)(x), executed by Seller (the "Supply Agreement"); (xi) [intentionally omitted] (xii) [intentionally omitted] (xiii) a security agreement in the form of Exhibit 2.7(a)(xiii), executed by Seller (the "Security Agreement"); (xiv) a certificate executed by each of Curative Health Services and CHS Services as to the DE Marks between Insignia IP accuracy of their respective representations and each warranties as of IDE the effective date of this Agreement and IRGas of the Closing in accordance with Section 7.1 and as to their respective compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2; (xv) a certificate of the Secretary of Curative Health Services certifying, as complete and accurate as of the Closing, attached copies of the bylaws of Curative Health Services, certifying and attaching all requisite resolutions or actions of Curative Health Services' board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency of the officers of Curative Health Services executing this Agreement and any other document relating to the Contemplated Transactions; (xvi) a certificate of the Secretary of CHS Services certifying, as complete and accurate as of the Closing, attached copies of the bylaws of CHS Services, certifying and attaching all requisite resolutions or actions of CHS Services' board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency of the officers of CHS Services executing this Agreement and any other document relating to the Contemplated Transactions; (xvii) a securities purchase agreement in the form of Exhibit 2.7(a)(xvii), executed by Seller (the "Securities Purchase Agreement"); and (xviii) a registration rights agreement in the form of Exhibit 2.7(a)(xviii), executed by Seller (the "Registration Rights Agreement"). (b) Buyer shall deliver to Seller: (i) $2,100,000 by wire transfer from Buyer to accounts specified in writing by Seller and delivered to Buyer at least one (1) Business Day prior to Closing; (ii) [intentionally omitted] (iii) the Assignment and Assumption Agreement, executed by Buyer; (iv) [intentionally omitted] (v) the Assignment and Assumption of Leases, executed by Buyer; (vi) the Royalty Agreement, executed by Buyer; (vii) the Lien ReleasesTransitional Services Agreement, executed by Buyer; (viii) an agreementthe Supply Agreement, executed by Buyer; (ix) the Securities Purchase Agreement, executed by Buyer; (x) the Registration Rights Agreement, executed by Buyer; (xi) the Security Agreement, executed by Buyer; (xii) the promissory note in the form of Exhibit K hereto2.7(b)(xii), pursuant executed by Buyer (the "Promissory Note"); (xiii) the warrant to which CBRE shall agree purchase common stock in the form of Exhibit 2.7(b)(xiii), executed by Buyer (the "Stock Purchase Warrant"); (xiv) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the effective 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 bound by performed or complied with at or before the provisions of Closing in accordance with Section 2.8 hereof, duly executed by CBRE8.2; and (ixxv) a certificate of the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) Secretary of Buyer certifying, as complete and Section 7.3 are collectively referred to accurate as the "Seller Parties' Closing Documents." (b) At of the Closing, attached copies of the bylaws of Buyer will deliver 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 Seller Parties: (i) incumbency of the Closing Amount; (ii) officers of Buyer executing this Agreement and any other document relating to the Support Services Agreement, duly executed by Buyer and IRG; (iii) the Lender Subordination Agreement, duly executed by the parties thereto (other than the Seller Parties); and (iv) the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing DocumentsContemplated Transactions."

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At Bizarre and Shareholders, as the Closingcase may be, the following deliveries will be made shall deliver to BuyerJKP Sub: (i) an assignment a bill of sale for all of the IDE Membership Interests, Assets that are Tangible Personal Properxx xn the form of Exhibit 4.7(a)(i) (the "BILL OF SALE") duly executed by IRG, free and clear of all EncumbrancesBizarre; (ii) an assignment xxxxgnment of all of the IRG Membership InterestsAssets that are intangible personal property in the form of Exhibit 4.7(a)(ii), which assignment shall also contain JKP Sub's undertaking and assumption of the Assumed Liabilities (the "ASSIGNMENT AND ASSUMPTION AGREEMENT") duly executed by IESG, free and clear of all EncumbrancesBizarre; (iii) an assignment assignments of all right, title Intellectual Property Assets and interest separate assignments of Insignia IP in the DE all registered Marks, Patents and Copyrights in the form of Exhibit C, 4.7(a)(iii) duly executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary publicBizarre; (iv) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by JKP Sub, each in form and substance satisfactory to JKP Sub and its legal counsel and duly executed by Bizarre; (v) an assignment of all right, title and interest of the Companies employment agreement in the DE Domain Namesform of Exhibit 4.7(a)(v), duly executed by Insignia IPKeith Gordon (the "EMPLOYMENT AGREEMENT"); (vi) nxxxxxxxxxxxxn agreements in the form of Exhibit 4.7(a)(vi), free duly executed by each Shareholder (the "NONCOMPETITION AGREEMENTS"); (vii) a consulting agreement in the form of Exhibit 4.7(a)(vii), duly executed by Morton Gordon (the "CONSULTING AGREEMENT"); (viii) x xxxxxxxxxte executed by Bizarre 1 and clear each Shareholder as to the accuracy of their representations and warranties as of the Effective Date and as of the Closing in accordance with Section 9.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2; (ix) a certificate executed by Bizarre 2 and each Shareholder as to the accuracy of their representations and warranties as of the Effective Date and as of the Closing in accordance with Section 9.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2; (x) a certificate of the Secretary of Bizarre 1: (a) certifying, as complete and accurate as of the Closing: (1) Part 4.1(a), Part 4.1(b), Part 4.1(d), Part 5.18(a) and Part 5.15(b); (2) the attached copies of the Governing Documents of Bizarre; (3) all Encumbrancesattached requisite resolutions or actions of Bizarre'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 7.7; (b) certifying as to the incumbency and signatures of the officers of Bizarre executing this Agreement and any other document relating to the Contemplated Transactions; and (c) certifying and attaching the requisite documents for amending the relevant Governing Documents of Bizarre required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; and (xi) a certificate of the Secretary of Bizarre 2: (a) certifying, as complete and accurate as of the Closing: (1) Part 4.1(a), Part 4.1(b), Part 4.1(d), Part 5.18(a) and Part 5.15(b); (2) the attached copies of the Governing Documents of Bizarre; (3) all attached requisite resolutions or actions of Bizarre'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 7.8; (b) certifying as to the incumbency and signatures of the officers of Bizarre executing this Agreement and any other document relating to the Contemplated Transactions; and (c) certifying and attaching the requisite documents for amending the relevant Governing Documents of Bizarre required to effect such change of name in form sufficient for filing with the appropriate Governmental Body. (b) On the Closing Date, JKP Sub shall deliver to Bizarre and Shareholders, as the case may be: (i) the Unpaid Purchase Price by wire transfer to Bizarre's Account; (ii) the Warrant in the form of Exhibit 4.3(b) executed by JKP; (iii) the Assignment and Assumption Agreement in the form of Exhibit 4.7(a)(ii) executed by JKP Sub; (iv) the Employment Agreement in the form of Exhibit 4.7(a)(v) executed by JKP Sub; (v) the Support Services Noncompetition Agreements in the form of Exhibit 4.7(a)(vi) executed by JKP Sub; (vi) the Consulting Agreement in the form of Exhibit D hereto, duly 4.7(a)(vii) executed by IESG; (vi) a termination of the existing license agreements with respect to the DE Marks between Insignia IP and each of IDE and IRGJKP Sub; (vii) a certificate executed by the Lien Releases;secretary of JKP Sub as to the accuracy of its representations and warranties as of the Effective Date and as of the Closing in accordance with Section 10.1 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 10.2; and (viii) an agreementa certificate of the secretary of JKP Sub (a) certifying, in as complete and accurate as of the form Closing, the attached copies of Exhibit K hereto, pursuant to which CBRE shall agree to be bound by the provisions Governing Documents of Section 2.8 hereof, duly executed by CBREJKP Sub; and (ix) the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents." (b) At and certifying and attaching all requisite resolutions or actions of JKP Sub's board of directors approving the Closing, Buyer will deliver execution and delivery of this Agreement and the consummation of the Contemplated Transactions; and (c) certifying to the Seller Parties: (i) incumbency and signatures of the Closing Amount; (ii) officers of JKP Sub executing this Agreement and any other document relating to the Support Services Agreement, duly executed by Buyer and IRG; (iii) the Lender Subordination Agreement, duly executed by the parties thereto (other than the Seller Parties); and (iv) the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing DocumentsContemplated Transactions."

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At the Closing, the following deliveries will be made The Seller shall deliver to Buyer: (i) an a xxxx of sale and assignment and assumption agreement in the form of Exhibit 2.7(a)(i) (the “Assignment and Assumption Agreement”) duly executed by the Seller; (ii) certificates representing the Shares, (accompanied by duly executed stock powers) for transfer to Buyer (the parties acknowledge and agree that delivery to, or retention of, the certificates representing any such Shares by the Agent under the LaSalle Loan Documents or Xxxxx Fargo Bank, National Association shall be deemed delivery to the Buyer of such certificates for all purposes hereunder); (iii) a certificate of the IDE Membership InterestsSecretary of Seller certifying and attaching all requisite resolutions or actions of Seller’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 each of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions; (iv) a transition services agreement, in the form attached as Exhibit 2.7(a)(iv) (the “TSA”), duly executed by IRGthe Seller; (v) a legal opinion from Xxxxxxxxxx Xxxxxxx PC in the form attached as Exhibit 2.7(a)(v); (vi) consents from landlords identified in Exhibit 2.7(a)(vi); (vii) a license agreement with respect to the Retained IP, in the form attached hereto as Exhibit 2.7(a)(vii) (the “License Agreement”), duly executed by IP Sub; (viii) a release, in the form attached hereto as Exhibit 2.7(a)(viii) (the “Release”), duly executed by the Seller, each Retained Subsidiary, each Sub, and each subsidiary of each Sub; and (ix) a stockholders agreement, in the form attached as Exhibit 2.7(a)(ix) (the “Stockholders Agreement”), duly executed by the Seller. (b) Buyer shall deliver the following to the Seller: (i) evidence of an agreement for purchase by EGI of all outstanding membership interests in IP Holdings, LLC (“Affiliate IP”), to be consummated as soon as is practicable after the Closing Date, for an aggregate purchase price of no more than $400,000 plus currently outstanding royalties of approximately $50,000, to be made in no more than 18 monthly installments; provided that the Buyer agrees that until the earlier of (i) the payment in full of all outstanding obligations under the Seller Note, and (ii) until such purchase is consummated, and notwithstanding any provision to the contrary in the License Agreement between EGI and the Affiliate IP (the “AIP Agreement”), the license granted under the AIP Agreement to EGI shall continue in accordance with its terms, other than the obligation for EGI to pay royalties pursuant thereto, which shall cease as of the Closing Date. (ii) the Seller Note in the form set forth in Exhibit 2.7(b)(ii), duly executed by the Buyer; (iii) certificates representing the Buyer Common Shares, free and clear of all Encumbrances; (iiiv) an assignment of the IRG Membership InterestsAssignment and Assumption Agreement, duly executed by IESG, free and clear of all EncumbrancesBuyer; (iiiv) an assignment the TSA, duly executed by the Buyer; (vi) the Stockholders Agreement, duly executed by Buyer and Encore Investors II, Inc.; (vii) the License Agreement, duly executed by the Buyer; (viii) a guaranty of all right, title and interest of Insignia IP in the DE MarksSeller Note, in the form of set forth in Exhibit C2.7(b)(viii) (the “Guaranty”), duly executed by Insignia IPEGI and each Domestic Sub; (ix) a security agreement with respect to the Seller Note and the License, in the form set forth in Exhibit 2.7(b)(ix) (the “Note Security Agreement”), and all related documentation, in each case duly executed by the Buyer; (x) a security agreement with respect to the Guaranty, in the form set forth in Exhibit 2.7(b)(x) (the “Guaranty Security Agreement”), duly executed by EGI and each Domestic Sub; (xi) an opinion from Trenwith Group, LLC as to the solvency of Buyer prior to and after giving effect to the consummation of the Contemplated Transactions, in the form attached as Exhibit 2.7(b)(xi); (xii) reimbursement of any fees and/or expenses advanced by Seller to any Encore Entity or Trenwith Group, LLC in connection with the preparation, execution and delivery of the solvency opinion described in clause (xi) above, by wire transfer of immediately available federal funds to an account specified by the Seller to the Buyer, it being understood and agreed by the parties that to the extent any such fees and/or expenses are or become payable as of or after the Closing Date, such fees and/or expenses shall be payable by and the sole responsibility of Buyer; (xiii) executed payoff letters with respect to indebtedness under, and evidence of the release of all Encumbrances under, the LaSalle Loan Documents, including applicable Uniform Commercial Code Termination Statements in connection therewith, and a release of the Seller under the Hong Kong Facilities; (xiv) evidence of the conversion of the Shareholder Loan from Xxxxxxxx Xxxxx in the principal amount of $500,000 into a subordinated note with the same terms and conditions as the Seller Note provided that the parties acknowledge and agree that such Shareholder Loan will be entitled to receive interest payments after the Closing in accordance with the interest payment schedule in effect immediately prior to the Closing, for so long as the royalties to IP Sub under the License Agreement are not in arrears (to the extent such royalty payments are in arrears, all further such interest payments shall be treated as set forth in the License Agreement); (xv) a Certificate of the Secretary of the Buyer certifying and attaching the Governing Documents of the Buyer, as amended, and all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement, the documents contemplated hereby to be executed by Buyer and the consummation of the transactions contemplated hereby and thereby, including the issuance to Seller of the Buyer Common Shares, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary publicand certifying to the incumbency and signatures of the officers of the Buyer executing each of the foregoing documents and any other document relating to the Contemplated Transactions; (ivxvi) an assignment the certificate of incorporation of Buyer and all rightamendments thereto, title and interest certified by the Secretary of the Companies in the DE Domain Names, duly executed by Insignia IP, free and clear State of all EncumbrancesDelaware; (vxvii) a Certificate of the Support Services Secretary of EGI and each Domestic Sub certifying and attaching all requisite resolutions or actions of its board of directors approving the execution and delivery of the Guaranty and the Guaranty Security Agreement and thereby and certifying to the incumbency and signatures of the officers of each of them executing each of the foregoing documents any other document relating to the Contemplated Transactions; (xviii) a Certificate of the Secretary of Encore Investors II, Inc. certifying and attaching all requisite resolutions or actions of its board of directors approving the execution and delivery of the Stockholders Agreement and certifying to the incumbency and signatures of the officers of each of them executing such agreement and any other document relating to the Contemplated Transactions; (xix) evidence of the contribution of all the issued and outstanding capital stock of EGI (the “EGI Shares”) to Encore Investors II, Inc.; evidence of the subsequent contribution of all of the EGI Shares from Encore Investors II, Inc. to the Buyer; evidence of the subsequent contribution of all of the EGI Shares from Buyer to US Gift; evidence of the cancellation of all outstanding options, warrants, convertible securities, commitments, agreements or other rights to purchase or acquire any capital stock of EGI. (xx) an opinion of Xxxxxx & Xxxx LLP in the form of Exhibit D hereto, duly executed by IESG2.7(b)(xx); (vi) a termination of the existing license agreements with respect to the DE Marks between Insignia IP and each of IDE and IRG; (vii) the Lien Releases; (viii) an agreement, in the form of Exhibit K hereto, pursuant to which CBRE shall agree to be bound by the provisions of Section 2.8 hereof, duly executed by CBRE; and (ix) the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents." (b) At the Closing, Buyer will deliver to the Seller Parties: (i) the Closing Amount; (ii) the Support Services Agreement, duly executed by Buyer and IRG; (iii) the Lender Subordination Agreement, duly executed by the parties thereto (other than the Seller Parties); and (iv) the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing Documents."

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At the Closing, the following deliveries will be made Seller shall deliver to Buyer: (i) an assignment appropriate instrument of transfer to evidence the sale of the IDE Membership Interests, duly executed by IRG, free and clear of all EncumbrancesTransferred Interests to Buyer; (ii) an assignment of the IRG Membership Interestsescrow agreement mutually agreeable to Buyer and Seller, duly executed by IESG, free and clear of all EncumbrancesSeller (the “Escrow Agreement”); (iii) an assignment of all rightemployment letters and employee invention and confidential information agreements, title and interest of Insignia IP in the DE Marks, substantially in the form of Exhibit C2.4(a)(iii), duly executed by Insignia IP, free Xx. Xxxxxxxxxx and clear Seller in favor of all Encumbrances, which assignment will be duly acknowledged by a notary publicBuyer (the “Employment Documents”); (iv) an assignment of all right, title and interest of the Companies in the DE Domain Names, duly executed by Insignia IP, free and clear of all Encumbrances; (v) the Support Services Agreement in the form of Exhibit D hereto, duly executed by IESG; (vi) a termination of the existing license agreements with respect to the DE Marks between Insignia IP and each of IDE and IRG; (vii) the Lien Releases; (viii) an agreement, in the form of Exhibit K hereto2.4(a)(iv), pursuant executed by Xx. Xxxxxxxxxx granting the Company an irrevocable non-exclusive worldwide license to use the Xxxxxxxxxx Software and to exercise all rights to such software as if the Company were the owner thereof, including without limitation, the exclusive right to use the Xxxxxxxxxx Software within the Company’s field of use as defined therein (the “License Agreement”); (v) a consent to assignment, termination, amendment or other agreement, acceptable in form and substance to the Buyer in its sole discretion, to the Non-Disclosure and Non-competition Agreement by and among Hypertech, Inc., a Tennessee corporation, Seller, Xx. Xxxxxxxxxx and InjectTek LLC, an unsigned true copy of which CBRE shall agree has been provided to be bound Buyer (the “Hypertech Agreement”). (vi) a certificate executed by the provisions Company stating that the conditions specified in Sections 7.1(a) through Section 7.1(h), inclusive, have been fully satisfied; (vii) a recently dated certificate from the Secretary of Section 2.8 hereof, duly executed by CBREState of the State of Florida confirming that the Company is in good standing in such State; and (ixviii) a duly executed certificate from Seller of non-foreign status in the additional documents referred form and manner that complies with section 1445 of the Code and the Treasury regulations promulgated thereunder (each a “FIRPTA Certificate”); provided, however, that, notwithstanding anything to in the contrary contained herein, if Seller fails to deliver a FIRPTA Certificate and Buyer elects to proceed with the Closing, Buyer shall be entitled to withhold the amount required to be withheld pursuant to Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as 1445 of the "Seller Parties' Closing DocumentsCode from the Purchase Price." (b) At Buyer shall deliver, as the Closing, Buyer will deliver to the Seller Partiescase may be: (i) to Seller, by wire transfer to an account specified by Seller in a writing delivered to Buyer at least three (3) business days prior to the Closing AmountDate, the Cash Purchase Price; (ii) the Support Services Escrow Agreement, duly executed by Buyer and IRGthe Escrow Agent together with delivery to the Escrow Agent of three (3) or more certificates representing the Shares issued in the name of Seller; (iii) the Lender Subordination Agreement, duly Employment Documents executed by the parties thereto (other than the Seller Parties); andBuyer; (iv) a certificate executed by Buyer stating that the additional documents referred to conditions specified in Sections 7.2(a) through Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing Documents7.2(d), inclusive, have been fully satisfied."

Closing Obligations. At the Closing: (a) At The Seller shall deliver (or cause to be delivered) to the Closing, the following deliveries will be made to Buyer: (i) an assignment of the IDE Membership Interestsvarious certificates, duly executed by IRG, free instruments and clear of all Encumbrancesdocuments required to be delivered under Section 9.3; (ii) an assignment of a Non-solicitation and Non-competition Agreement in the IRG Membership Interests, duly executed by IESG, free form attached hereto as Exhibit 4.2(a)(ii) (the “Noncompetition and clear of all Encumbrances;Nonsolicitation Agreement”) (iii) an assignment of all right, title and interest of Insignia IP in a letter from the DE Marks, Seller in the form attached hereto as Exhibit 4.2(a)(iii), notifying the FDA of Exhibit C, duly executed by Insignia IP, free and clear the transfer of all Encumbrances, which assignment will be duly acknowledged by a notary publicthe rights to the Registrations to the Buyer; (iv) an assignment a Xxxx of all right, title and interest of the Companies Sale in the DE Domain Names, duly executed by Insignia IP, free and clear form attached hereto as Exhibit 4.2(a)(iv) (the “Xxxx of all EncumbrancesSale”); (v) the Support Services a Patent Assignment Agreement in the form of attached hereto as Exhibit D hereto, duly executed by IESG4.2(a)(v) (the “Patent Agreement”); (vi) a termination of Trademark Assignment Agreement in the existing license agreements with respect to form attached hereto as Exhibit 4.2(a)(vi) (the DE Marks between Insignia IP and each of IDE and IRG“Trademark Agreement”); (vii) an Assignment and Assumption Agreement in the Lien Releasesform attached hereto as Exhibit 4.2(a)(vii) (the “Assumption Agreement”); (viii) an agreement, a Transition Services Agreement in the form attached hereto as Exhibit 4.2(a)(viii) (the “Transition Services Agreement”); (ix) such other instruments of Exhibit K heretoconveyance, pursuant consent, and acknowledgement as may be required to which CBRE shall agree convey all of the Purchased Assets to be bound by the provisions Buyer, to permit the Buyer to record or register all registrable Purchased Proprietary Rights and to put the Buyer in possession and control of Section 2.8 hereofall of the Purchased Assets of a tangible nature, duly including documents and data in electronic formats, to the extent that such documents and data are in electronic formats; (x) original executed by CBREversions of the Assigned Contracts except for those that are not in the Seller’s possession, as indicated on Schedule 2.2(e); and (ixxi) copies of the additional documents referred Software listed on Schedule 4.2(a)(xi) (the Buyer acknowledging that such copies of Software will be provided by the Seller without any representation or warranty of any kind including as to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred any title or right of the Seller or the Buyer to as the "Seller Parties' Closing Documentsuse such Software)." (b) At the Closing, The Buyer will shall deliver (or cause to be delivered) to the Seller PartiesSeller: (i) the Closing AmountThe various certificates, instruments and documents required to be delivered under Section 9.2; (ii) the Support Services The Assumption Agreement, duly executed by Buyer and IRG; (iii) The Noncompetition and Nonsolicitation Agreement; (iv) The Transition Services Agreement; (v) A letter from the Lender Subordination AgreementBuyer to the FDA in the form attached hereto as Exhibit 4.2(b)(v), duly executed by notifying the parties thereto (other than FDA of the Seller Parties)transfer of the Registrations to the Buyer; and (ivvi) the additional documents The Closing Payment. (c) The agreements and instruments referred to in Section 8.3. The documents referenced in this Section 2.4(bSections 4.2(a)(ii) through (viii) and Section 8.3 4.2(b)(v), together with this Agreement, are collectively referred to herein as "Buyer's Closing Documentsthe “Transaction Agreements."”

Closing Obligations. Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At Sellers shall deliver, or caused to be delivered, to Buyers (the Closing, the following deliveries will delivery of any of which may be made to Buyer:waived in writing by Buyers): (i) an assignment one xxxx of sale for each of K Defense, KII and K Industries in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the IDE Membership InterestsAssets that are Tangible Personal Property (collectively, the “Bills of Sale”), duly executed by IRG, free and clear of all Encumbrancesthe applicable Seller; (ii) a counterpart signature page to an assignment of all of the IRG Membership InterestsAssets that are intangible personal property in substantially the form of Exhibit 2.9(a)(ii), which assignment shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by IESG, free and clear of all Encumbranceseach Seller; (iii) an assignment of all right, title and interest of Insignia IP counterpart signature pages to non-competition agreements in the DE Marks, in substantially the form of Exhibit C2.9(a)(iii), duly executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary publiceach Shareholder (the “Non-Competition Agreements”); (iv) a counterpart signature page to an assignment escrow agreement in substantially the form of all right, title and interest of the Companies in the DE Domain NamesExhibit 2.9(a)(iv), duly executed by Insignia IP, free and clear of all Encumbranceseach Seller (the “Escrow Agreement”); (v) the Support Services Agreement a counterpart signature page to a registration rights agreement in substantially the form of Exhibit D hereto2.9(a)(v), duly executed by IESGSellers (the “Registration Rights Agreement”); (vi) a termination of the existing license agreements with respect counterpart signature pages to the DE Marks between Insignia IP and each consulting agreements, in substantially the form of IDE and IRGExhibit 2.9(a)(vi), duly executed by the respective Shareholder (the “Consulting Agreements”); (vii) evidence of the Lien Releasesgrant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at 000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxx 00000 and an amendment to such Lease including such easement; (viii) an a counterpart signature page to a letter agreement, in the form of Exhibit K heretoand substance mutually agreeable to Pomroys Leasing, LP and Buyers, pursuant to which CBRE (A) Buyers shall agree covenant to be bound by pay the provisions of Section 2.8 hereofPay-Off Amounts to Pomroys Leasing, duly executed by CBRE; and (ix) the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents." (b) At the Closing, Buyer will deliver to the Seller Parties: (i) the Closing Amount; (ii) the Support Services Agreement, duly executed by Buyer and IRG; (iii) the Lender Subordination Agreement, duly executed by the parties thereto (other than the Seller Parties); and (iv) the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing Documents."LP within ninety