Common use of Company Closing Deliveries Clause in Contracts

Company Closing Deliveries. At or prior to the Closing, the Company will deliver to each Purchaser: (i) against payment of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Date; (ii) a duly executed copy of the Registration Rights Agreement; (iii) a duly executed copy of the Stockholders' Agreement; (iv) an opinion of Xxxxxx, Lidji & Werbner, counsel to the Company, dated the Closing Date, in customary form reasonably satisfactory to the Purchaser; (v) an officer's certificate of the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the state of Delaware; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M (the "Voting Agreements"); (ix) duly executed copies of the Stock Repurchase Agreements between the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit L; and (xviii) long-form good standing certificates of each of the Company and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO Subsidiaries.

Company Closing Deliveries. At or prior to the Closing, the Company will deliver to each Purchaser: (i) against payment of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Date; (ii) a duly executed copy of the Registration Rights Agreement; (iii) a duly executed copy of the Stockholders' Agreement; (iv) an opinion of Xxxxxx, Lidji & Werbner, counsel to the Company, dated the Closing Date, in customary form reasonably satisfactory to the Purchaser; (v) an officer's certificate of the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the state of Delaware; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M L (the "Voting Agreements"); (ix) duly executed copies of the Stock Repurchase Agreements between the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit LK; and (xviii) long-form good standing certificates of each of the Company and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO Subsidiaries.

Company Closing Deliveries. At The Company will have delivered, or prior caused to be delivered, to the Closing, Purchaser the Company will deliver to each Purchaserfollowing: (i) against payment a certificate by the Secretary of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Date; (ii) a duly executed copy of the Registration Rights Agreement; (iii) a duly executed copy of the Stockholders' Agreement; (iv) an opinion of Xxxxxx, Lidji & Werbner, counsel to the Company, dated the Closing Date, as to (A) no amendments having been adopted in customary respect of the Organizational Documents of the Company or any of its Subsidiaries since the date of this Agreement, (B) the resolutions duly adopted by the Board of Directors of the Company evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, the Company Ancillary Documents and the Company Closing Documents and the consummation of the Contemplated Transactions and (C) identifying the name and title and bearing the signatures of the officers of the Company authorized to execute this Agreement, the other Company Ancillary Documents and the Company Closing Documents; (ii) the organizational record books and minute books of the Company and each of the Subsidiaries; (iii) the Escrow Agreement (Phantom Unit Holders), duly executed by the Phantom Unit Holder Representative and the Escrow Agent; (iv) copies of the consents identified in Attachment 11.2(c)(iv) (the “Material Consents”) which have been obtained in form reasonably and substance satisfactory to the PurchaserPurchaser and are in full force and effect; (v) an officer's certificate certificates of good standing, dated within ten (10) Business Days of the Closing Date, for the Company to the effect that and each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified its Subsidiaries issued by the Secretary of State of their respective states of incorporation, and certificates of good standing, dated within sixty (60) Business Days of the state Closing Date, for the Company and each of Delawareits Subsidiaries issued by the Secretary of State of any other jurisdiction in which each is qualified to do business. (vi) stock certificates evidencing shares of capital stock of the Company issued pursuant to Section 1.3(b) hereof; (vii) a duly executed copy the payoff letters from the creditors listed on Attachment 11.2(c)(vii) (the “Payoff Letters”) with respect to the payoff and release of the Management Purchase Agreement between Encumbrances and Liens of the Company and each or its Subsidiaries set forth on Attachment 11.2(c)(vii) (the “Released Encumbrances”) for the release of the participating Management Members and Friends and Family LLC;Released Encumbrances upon the payment by Purchaser of the amounts set forth in such Payoff Letters; and (viii) duly executed copies of all other documents required to be entered into or delivered by the Voting Agreements substantially in Company, the form as attached hereto as Exhibit M (Noteholder, the "Voting Agreements"); (ix) duly executed copies of Phantom Unit Holders and the Stock Repurchase Agreements between the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B Phantom Unit Holder Representative at or prior to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Closing pursuant to this Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit L; and (xviii) long-form good standing certificates of each of the Company and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO Subsidiaries.

Company Closing Deliveries. At or prior to the Closing, the Company will deliver shall deliver, or cause to each Purchaserbe delivered, to the Purchaser and the Escrow Agent, as applicable, the following documents: (ia) against payment Letters of Transmittal from each of the Purchase Price thereforSigning Stockholders, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name any additional Letters of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior Transmittal provided to the Closing DateCompany by the other Stockholders; (iib) a duly executed copy of the Registration Rights Agreement; (iii) a duly executed copy of the Stockholders' Agreement; (iv) an opinion of Xxxxxx, Lidji & Werbner, counsel to the Companycertificate, dated as of the Closing Date, in customary form reasonably satisfactory to of the Purchaser; (v) an officer's certificate Chief Executive Officer of the Company and the Stockholder Representative (as to the effect Signing Stockholders only), certifying that each of the conditions specified set forth in Sections 7(iiiSection 8.5(a), (ivSection 8.5(b), Section 8.5(c) and (vSection 8.5(e) has have been satisfied; (vic) the Escrow Agreement duly executed by the Stockholder Representative; (d) customary evidence in writing of the consents or waivers of the third parties to those Company Contracts set forth on Exhibit 8.2(d) hereto, and all such consents and waivers shall be in full force and effect; (e) resignations of the executive officers and directors of the Company and each of its Subsidiaries, except for resignations of any such executive officers and directors in respect of whom the Purchaser notifies the Stockholder Representative, at least five (5) days prior to Closing, that no such resignation is required; (f) the Closing Statement; (g) a copy duly executed certification and associated notice to the Internal Revenue Service meeting the requirements of Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), substantially identical to the form attached hereto as Exhibit 8.2(g), to the effect that an interest in the Company is not a U.S. real property interest; (h) certificate of the Amended Secretary of the Company, dated as of the Closing Date, certifying that attached thereto are accurate and Restated complete (i) copies of the Certificate of Incorporation Incorporation, certified as of a recent date by the Secretary of State of the state State of Delaware; , and the Bylaws; (viiii) incumbency certificates of the officers of the Company who are signatories to this Agreement and any Company Ancillary Documents; (iii) resolutions of the Board of Directors of the Company, that are in full force and effect without modification or amendment, approving and authorizing the execution, delivery and performance of this Agreement and the Company Ancillary Documents and the transactions contemplated hereby and thereby; and (iv) a duly executed copy good standing certificate as of the Management Purchase Agreement between a recent date that the Company and each Subsidiary of the participating Management Members and Friends and Family LLCCompany is in good standing in its jurisdiction of organization; (viiii) duly executed copies customary written evidence that each of (A) the Voting Company Stockholders’ Agreement (other than with respect to Section 3 thereof), (B) the Management Stockholder Employment Agreements substantially and (C) the Management Agreement have been terminated in the form as attached hereto as Exhibit M (the "Voting Agreements")accordance with their terms; (ixj) duly executed copies customary payoff letters from each lender owed any Closing Date Indebtedness (other than any Indebtedness identified on Exhibit 8.2(j)) to evidence the repayment in full of all such Closing Date Indebtedness and the Stock Repurchase Agreements between the Company termination and each release in full of the Management Membersall Liens relating thereto; (xk) a duly executed copy receipt from the Paying Agent evidencing its receipt of the Institutional Investors Stock Purchase AgreementClosing Stockholder Consideration; (xil) a copy of the Bonus PlansData Room DVD; (xiim) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans[*]; (xiiin) a copy of the Stock Participation Plan[Intentionally Omitted]; (xivo) duly executed updated copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary Sections 4.1(b)(iii), 4.3(a), and 4.4 of the Company substantially Disclosure Schedule; provided, however, that such updated Sections of the Company Disclosure Schedule shall not cure any breaches in such representations and warranties as of the date hereof; and (p) spousal consents from the spouses of [*] and [*] in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit L; and (xviii) long-form good standing certificates of each of the Company and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO Subsidiaries8.2(p).

Company Closing Deliveries. At or prior to the Closing, Company shall deliver (or make available) or cause to be delivered (or made available): (a) one or more assignment, assumption, and xxxx of sale agreements (each, an “Assignment Agreement”), and other required assignment or conveyance documents, in form and substance reasonably satisfactory to EPP, providing for the Company will deliver assignment and transfer of the Assets to EPP, duly executed by Company; (b) the Addendum, duly executed by Company; (c) the Joinder to Parent Pledge Agreement, duly executed by AE Holdings; (d) the Transportation Agreement, duly executed by Atlas Oil Transportation, Inc.; (e) the Office Lease Agreement, duly executed by Holding Company; (f) the Restrictive Covenant Agreements, duly executed by Xxx Xxxxx; (g) the Toll Road Supply Agreement, duly executed by Company; (h) a Subway Purchase Agreement for each Purchaser:location listed on Schedule 8.2(h), duly executed by Company; (i) against payment a UST Registration Transfer Form for each UST listed on the updated Schedule 3.15(i) to be delivered within fifteen days (15) of the Purchase Price thereforEffective Date; (j) copies of all third party and governmental Consents that (i) are listed on Schedule 3.2(c) of the Disclosure Letter and Schedule 3.10(b) of the Disclosure Letter and (ii) that are otherwise required for the valid transfer of the Assets as contemplated by this Agreement; (k) copies of the resolutions or consents of the board and shareholders, as required, of Company authorizing and approving this Agreement and the Contemplated Transactions, certified by a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name duly authorized representative of such Purchaser or its nominee or designee company to be true and complete and in full force and effect and unmodified as of the Closing Date; (l) copies of all books and records related to the Assets, in accordance with Section 5.3, and true and complete copies of the Assumed Contracts (including all amendments, schedules, and exhibits thereto); (m) certificates of good standing or existence with respect to Company issued by the appropriate Governmental Body of the jurisdiction of incorporation and of each jurisdiction in which Company is or should be qualified to transact business as of a single certificate or in such other denominations as such Purchaser shall request date not later more than one Business Day ten (10) days prior to the Closing Date; (iin) a duly executed copy of evidence reasonably satisfactory to EPP that all Encumbrances on the Registration Rights Agreement; Assets that are described on Schedule 8.2(n) attached hereto have been released (iiiwhich Schedule 8.2(n) a duly executed copy of the Stockholders' Agreement; (iv) an opinion of Xxxxxx, Lidji & Werbner, counsel may be updated prior to the Company, dated the Closing Date, upon written request by EPP, to include any such additional Encumbrances as Company may in customary good faith agree are necessary and appropriate); (o) using the Company’s best efforts, estoppel certificates executed by (i) the top 25 customers of Company (excluding tenants of Company) listed on Schedule 8.2(o), (ii) tenants of Company listed on Schedule 3.6(f) of the Disclosure Letter, and (iii) landlords listed on Schedule 3.6(g) of the Disclosure Letter,; (p) electronic fund transfer (EFT) agreements duly executed by customers representing at least 80% of the accounts relating to the Retail Gasoline Distribution Business included in the Assumed Contracts, each in form and substance reasonably satisfactory to EPP; (q) a certificate of non-foreign status in accordance with Section 5.2(f); (r) a certificate signed by an officer of Company, certifying that the Purchaserconditions set forth in Section 7.1(a)-(e) have been satisfied in all respects; (s) originals of all Note Documents (or a lost note affidavit if Company is unable to locate the original of any Note Document) listed on Schedule 8.2(s), together with allonges, and any other assignment documents reasonably requested by EPP, each in form and substance reasonably satisfactory to EPP, and duly executed and delivered by the Company, that are necessary to affect the transfer in full of Company’s right, title and interest in and to the Note Documents from Company to EPP; (t) with respect to each Owned Real Property, (i) a special warranty deed under applicable law (each, a “Deed”), in form and substance reasonably satisfactory to EPP, and (ii) any other documents required by the title company, duly executed by Company; (u) the Managed Sites Fuel Supply Agreements, each duly executed by Company and FT Ventures; and (v) an officer's certificate such other documents as EPP may reasonably request for the purpose of (i) evidencing the accuracy of Company’s representations and warranties, (ii) evidencing the performance by Company or the compliance by Company with any covenant or obligation required to be performed or complied with by Company, or (iii) otherwise necessary to facilitate the consummation or performance of any of the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the state of Delaware; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M (the "Voting Agreements"); (ix) duly executed copies of the Stock Repurchase Agreements between the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit L; and (xviii) long-form good standing certificates of each of the Company and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO SubsidiariesContemplated Transactions.

Company Closing Deliveries. At or prior to the ClosingClosing Time, the Company will shall deliver or cause to each Purchaserbe delivered to the Investor, the following: (a) evidence satisfactory to the Investor of (i) against payment the conditional approval of the Purchase Price thereforTSX and NYSE Amex of the Company's issuance and sale of the Subscription Shares to the Investor on the terms and conditions contemplated herein, (ii) the conditional acceptance by the TSX and NYSE Amex of its notice of the listing of the Subscription Shares on the TSX and (iii) the posting for trading of the Subscription Shares at the opening of trading on the Closing Date (provided the Closing occurs prior to 9:00 a.m. (Toronto time)); (b) certificates of good standing with respect to each of the Company and the Subsidiary issued as at the Closing Date; (c) a validly certificate from a duly authorized officer of the Company certifying (i) the Notice of Articles, (ii) the Articles of the Company, (iii) the incumbency of certain officers of the Company, and (iv) the resolutions of the Board approving (x) the issuance of the Subscription Shares, the execution, delivery and performance of the Company's obligations under each of the Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereunder and thereunder and (y) the appointment to the Board of the Investor's Nominees under the Investor Rights Agreement; (d) a certificate from the Transfer Agent certifying (i) its appointment as transfer agent and registrar of the Common Shares and (ii) the issued certificate or certificates representing the Purchased and outstanding Common Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name capital of such Purchaser or its nominee or designee and in a single certificate or in such other denominations the Company as such Purchaser shall request not later than one Business Day at the close of business on the day prior to the Closing Date; (iie) a share certificate duly executed by the Company representing the Subscription Shares registered in the name of the Investor or an Affiliate (or as the Investor may otherwise direct, if being issued to be held with an investment dealer), and duly issued by the Company and registered in the share register of the Company in the name of the Investor or such Affiliate (or as the Investor may otherwise direct, if being issued to be held with an investment dealer); (f) a certified copy of the Registration Rights Agreement;resolution of the Board appointing the Investor's Nominees, as contemplated by Section 4.4(e); Legal*7415880.1 (iiig) a duly executed copy of legal opinion dated the Stockholders' Agreement; (iv) an opinion of XxxxxxClosing Date addressed to the Investor, Lidji & Werbnerin form and substance satisfactory to the Investor and its counsel, acting reasonably, from Canadian counsel to the Company; (h) a legal opinion dated the Closing Date addressed to the Investor, in form and substance satisfactory to the Investor and its counsel, acting reasonably, with respect to title to the mineral claims, concessions, licences, leases or other instruments conferring the Mineral Rights in the Kami Project; (i) the Venture Agreements duly executed and delivered by the Company and the applicable Venture Entity; (j) the Off-take Agreement duly executed and delivered by the Company and the Venture LP; (k) the Transfer Pricing Agreement duly executed and delivered by the Company; (l) the Investor Rights Agreement duly executed and delivered by the Company; (m) the Management Agreement duly executed and delivered by the Company and the Venture LP; (n) a certificate, dated the Closing Date, signed by Txxxxx Xxxxx and by Kxxxx Xxxxxxxxxx or by such other officers as the Investor may approve, certifying that: (i) the Company has complied in customary form reasonably satisfactory all material respects with the covenants and agreements contained in this Agreement to the Purchaserbe performed or caused to be performed by it at or prior to Closing; (vii) an officer's certificate all of the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) representations and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified warranties made by the Secretary of State of Company in this Agreement are true and correct on the state of Delaware; Closing Date in all material respects as if made on the Closing Date (vii) other than those that speak to a duly executed copy of the Management Purchase Agreement between the Company specific date, in which case they shall have been true and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially correct in the form as attached hereto as Exhibit M (the "Voting Agreements"all material respects on such date); (ixiii) duly executed copies no Order having the effect of ceasing or suspending trading in the Common Shares pursuant to Securities Laws has been issued and no proceedings for such purpose are pending or, to the knowledge of the Stock Repurchase Agreements between the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER AcquisitionCompany, Inc. substantially in the form attached hereto as Exhibit Lcontemplated or threatened; and (xviiiiv) long-form good standing certificates since the date of each this Agreement, there has been no change in any of the assets, business, financial condition or results of operations of the Company and ER Acquisitionor the Subsidiary which, Inc.individually or in the aggregate, its subsidiaryhas had, and EXCO and each of the EXCO Subsidiaries.will have or could reasonably be expected to have a Material Adverse Effect. Legal*7415880.1

Company Closing Deliveries. At or prior to the Closing, the Company will deliver shall deliver, or cause to each be delivered, to the Purchaser, the following deliverables, agreements and documents: (i) against payment of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Date; (iia) a duly executed copy of the Registration Rights Agreement; (iii) a duly executed copy of the Stockholders' Agreement; (iv) an opinion of Xxxxxx, Lidji & Werbner, counsel to the Companycertificate, dated as of the Closing Date, signed by the Secretary of the Company, (i) attaching copies of the Organizational Documents, and any amendments thereto, of the Company, (ii) attaching a true, correct and complete copy of the share register of the Company from the date of its incorporation or organization through the Closing Date, (iii) certifying that attached thereto are true, correct and complete copies of actions by written consent or resolutions duly adopted by the board of directors of the Company which adopt this Agreement and authorize and approve the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, (iv) certifying that attached thereto are true, correct and complete copies of actions by written consent or resolutions duly adopted by the Shareholders of the Company which adopt this Agreement and any Shareholder Related Agreement and authorize and approve the execution, delivery and performance of this Agreement and each Shareholder Related Agreement and the consummation of the transactions contemplated by this Agreement and the Shareholder Related Agreements, (v) certifying the good standing (or equivalent status in customary the relevant jurisdiction) of the Company in its jurisdiction of incorporation or organization and in each other jurisdiction where it is qualified to do business (or equivalent status in the relevant jurisdiction) and that there are no proceedings for the dissolution or liquidation of the Company, and (vi) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all other documents, instruments or agreements related thereto executed or to be executed by the Company; (b) the statutory books (which shall be written up to but not including the Closing Date), the certificate of incorporation (and any certificate of incorporation on change of name), minute books and common seal (if any) of the Company, together with the Company’s authentication code for electronic filings at Companies House; (c) written resignations in a form reasonably satisfactory to the Purchaser, including confirmation that the writer has no claim against the Company for compensation for loss of office, fees or expenses or otherwise and that there are no outstanding agreements between the writer and the Company, from each of the directors and secretary of the Company (other than any director or secretary whom the Purchaser may wish should continue in office), effective as of immediately after the Closing; (d) a letter from the auditors of the Company notifying their resignation from such office, such resignations to take effect as at the Closing Date, acknowledging that they have no claim against the Company and containing a statement pursuant to section 519(2) of the Companies Act that there are no circumstances connected with their ceasing to hold office which they consider should be brought to the attention of any members or creditors, together with an acknowledgment in the agreed form that they have no claim against the Company; (e) a certified copy of resolutions adopted by the board of directors of the Company resolving that (A) in relation to the Dayspring Loan (x) the Debt Waiver, and (y) the Debt Capitalization be authorized, (B) the termination of the Company Rights be authorized in order to give effect to the transactions contemplated by this Agreement, (C) each of the transfers relating to the Shares be approved for registration and (subject only to the transfer being duly stamped) each transferee be registered as the holder of the Shares concerned in the register of members, (D) each of the persons nominated by the Purchaser shall be appointed directors and/or secretary, as the Purchaser shall direct (such appointments to take effect on the Closing Date) and (E) the resignations of the directors and secretary (if any) referred to in Section 7.2(c) shall be tendered and accepted so as to take effect at the close of the meeting (and each of the persons tendering his resignation shall deliver to the Company an acknowledgment in the agreed form executed as a deed that he has no claim against the Company); (f) a certificate (the “Consideration Certificate”), duly executed on behalf of the Company by the acting chief executive officer or chief financial officer of the Company, containing the following information and the representation and warranty of the Company that all of such information is true and accurate as of the Closing Date: (i) the name, address of record and tax identification number of each Shareholder, (ii) the number of Shares held by each Shareholder immediately prior to the Closing, (iii) the number of Shares being sold by each Shareholder pursuant to this Agreement, and (iv) the percentage of the Aggregate Consideration to which such Shareholder shall be entitled (based on each such Shareholder’s relative ownership of the Company immediately prior to the Closing and the number of Shares being sold by such Shareholder pursuant to this Agreement) (the “Consideration Percentage”); (g) evidence, in form and substance reasonably satisfactory to the Purchaser (including in relation to Tax), that each consent, approval, order or authorization of, or registration, declaration or filing with any Person required in connection with the execution, delivery or performance of this Agreement by the Company has been obtained or made and is in full force and effect, including that consents to the change of control have been obtained in respect of (i) the research collaboration agreement between the Company and the University of Sheffield and (ii) the research services agreement between the Company and the University of Glasgow; (h) written evidence, in a form reasonably satisfactory to the Purchaser, that: (i) the Company has caused to be paid to the Company all amounts owed to the Company by any Shareholder or any Related Party, and (ii) any debts of the Company owed to any of the Shareholders or to any Related Party (including, but not limited to, pursuant to the Dayspring Loan) have been canceled, such evidence in respect of (ii) to include: (i) a certified copy of resolutions adopted by the board of directors of Dayspring resolving that (A) the execution by Dayspring of the Debt Waiver, (B) the Debt Capitalization, and (C) the execution by Dayspring of a deed of release in respect of the security granted to Dayspring by the Company, be authorized; (ii) Debt Waiver and Debt Capitalization documentation, in a form reasonably satisfactory to the Purchaser, executed by Dayspring in respect of any outstanding payment obligations owed by the Company to Dayspring pursuant to the Dayspring Loan, together with any interest or premium accrued thereon; (iii) evidence reasonably satisfactory to the Purchaser that all Liens (other than Permitted Liens) on any of the assets of the Company have been released; including a deed of release, in a form reasonably satisfactory to the Purchaser, executed by Dayspring in respect of the security granted to Dayspring by the Company; (iv) a letter of subscription from Dayspring to the Company for the Capitalization Shares; (v) an officer's a new certificate executed by the Company in respect of the Capitalization Shares issued by the Company pursuant to the effect that each letter of the conditions specified subscription from Dayspring referred to in Sections 7(iiiSection 7.2(h)(v), (iv) and (v) has been satisfied; (vi) a copy Form MR04 to be filed at Companies House in respect of the Amended and Restated Certificate release of Incorporation certified by the Secretary of State of the state of Delaware;security referred to in Section 7.2(h)(iii); and (vii) a duly executed copy Form SH01 to be filed at Companies House in respect of the Management Purchase Agreement between the Company and each allotment of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially Shares referred to in the form as attached hereto as Exhibit M (the "Voting Agreements"Section 7.2(h)(vi); (ixi) duly executed copies a deed of termination in respect of the Stock Repurchase Agreements consultancy services agreement between Bond Trust Limited and the Company, in a form reasonably satisfactory to the Purchaser, executed by each of the parties thereto; (j) in respect of the engagement letter dated 6 November 2014 between Evercore Partners International LLP (“Evercore”) and the Company, a novation agreement, in a form reasonably satisfactory to the Purchaser, executed by Evercore, the Company and Dayspring; (k) service agreements, in form reasonably satisfactory to the Purchaser, executed by the Employee listed on Schedule 7.2(k); (l) a counterpart to each of the Management Membersrestrictive agreements, each in substantially the form of Exhibit E hereto (collectively, the “Restrictive Agreements”), executed by each of the individuals listed on Schedule 7.2(l); (xm) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement statements from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of bank at which the Company substantially in has an account, giving the form attached hereto as Exhibit D; (xvii) a certificate balance of each account at the secretary close of ER Acquisition, Inc. substantially in business on the form attached hereto as Exhibit Llast Business Day before Closing; and (xviiin) long-form good standing certificates of each all cheque books in current use by the Company and written confirmation from the directors of the Company and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO Subsidiariesthat no cheques have been written which remain uncashed.

Company Closing Deliveries. At or prior to the Closing, the Company will deliver to each Purchaser: (i) against payment of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Date; (ii) a duly executed copy of the Registration Rights Agreement; (iii) a duly executed copy of the Stockholders' Agreement; (iv) an opinion of Xxxxxx, Lidji & Werbner, counsel to the Company, dated the Closing Date, in customary form reasonably satisfactory to the Purchaser; (v) an officer's certificate of the Company to the effect that each of the conditions specified in Sections 7(iii7(i), (iii), (iv), (v) , (vi) and (vvii) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the state of Delaware; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M L (the "Voting Agreements"); (ix) duly executed copies of the Stock Repurchase Agreements between the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit LK; and (xviii) long-form good standing certificates of each of the Company and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO Subsidiaries.

Company Closing Deliveries. At The Company shall deliver to Acquiror, at or prior to the Closing, each of the Company will deliver to each Purchaserfollowing: (i) against payment of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Date; (ii) a duly executed copy of the Registration Rights Agreement; (iii) a duly executed copy of the Stockholders' Agreement; (iv) an opinion of Xxxxxx, Lidji & Werbner, counsel to the Companycertificate, dated as of the Closing Date, in customary form reasonably satisfactory to executed on behalf of the Purchaser; (v) an officer's certificate Company by a duly authorized officer of the Company to the effect that each of the conditions specified set forth in Sections 7(iii), clause (iva) and (v) of Section 9.3 has been satisfied; (viii) a copy certificate, dated as of the Amended Closing Date and Restated Certificate executed on behalf of Incorporation certified the Company by its Secretary, certifying the Company’s (A) board resolutions approving the Merger and adopting this Agreement, and (B) Stockholder resolutions approving the Merger and adopting this Agreement; (iii) if requested by Acquiror pursuant to Section 8.12, evidence reasonably satisfactory to Acquiror of the termination the Company’s 401(k) Plan (the “401(k) Plan”) immediately prior to the Effective Time; (iv) a certificate from the Secretary of State of the applicable state of Delawareorganization and each state or other jurisdiction in which the Company and each Subsidiary is qualified to do business as a foreign corporation dated within ten (10) days prior to the Closing Date certifying that the Company and each Subsidiary is in good standing; (v) evidence satisfactory to Acquiror of the termination or waiver of any rights of first refusal, rights to any liquidation preference or redemption rights of any Stockholder listed on Schedule 2.3(b)(v), effective as of and contingent upon the Closing; (vi) the Spreadsheet completed to include all of the information specified in Section 8.9(a) in a form reasonably acceptable to Acquiror and a certificate executed by the Chief Financial Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (vii) a duly executed copy of the Management Purchase Agreement between Net Working Capital Certificate and the Company and each of the participating Management Members and Friends and Family LLCClosing Cash Certificate; (viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M FIRPTA documentation, meaning (the "Voting Agreements"); (ix) duly executed copies of the Stock Repurchase Agreements between the Company and each of the Management Members; (xA) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B notice to the Bonus Plans; (xiii) a copy Internal Revenue Service, in accordance with the requirements of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company Treasury Regulation Section 1.897-2(h)(2), in substantially in the form attached hereto as Exhibit D; , dated as of the Closing Date and executed by the Company, together with written authorization for Acquiror to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (xviiB) a certificate of the secretary of ER AcquisitionFIRPTA Statement, Inc. in substantially in the form attached hereto as Exhibit LE, dated as of the Closing Date and executed by the Company; (ix) the Certificate of Merger, executed by the Company; (x) a written opinion from the Company’s legal counsel, in substantially the form set forth on Exhibit F, dated as of the Closing Date and addressed to Acquiror; (xi) evidence, in form and substance reasonably satisfactory to Acquiror, that the Indebtedness listed on Schedule 2.3(b)(xi) (the “Indebtedness to be Repaid”) will be satisfied in full as of the moment immediately prior to the Closing (after giving effect to the payments pursuant to Section 4.1(c)(i)); (xii) evidence, in form and substance reasonably satisfactory to Acquiror, that all Change in Control Payments listed on Schedule 2.3(b)(xii) will be satisfied in full as of the moment immediately prior to the Closing (after giving effect to the payments pursuant to Section 4.1(c)(iii) and (iv)); (xiii) a Letter of Transmittal and Release, duly executed on behalf of each Major Holder, together with such Major Holder’s Certificate(s) (or an affidavit in lieu of any such Certificate that has been lost, stolen or destroyed); (xiv) evidence reasonably satisfactory to Acquiror of the waiver of termination right or consent to assignment of any Person whose waiver or consent to assignment, as the case may be, is required in connection with the Merger or any other transaction contemplated by this Agreement under the Contracts listed or described on Schedule 2.3(b)(xiv) to this Agreement; and (xviiixv) long-form good standing certificates of each the Paying Agent Agreement, dated as of the Company Closing Date and ER Acquisition, Inc., its subsidiary, and EXCO and each of executed by the EXCO SubsidiariesCompany.

Company Closing Deliveries. At or prior to On the Closingdate hereof, the Company will deliver to each PurchaserPurchaser -------------------------- received from Company, the following: (ia) against payment Favorable opinions of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Date; (ii) a duly executed copy of the Registration Rights Agreement; (iii) a duly executed copy of the Stockholders' Agreement; (iv) an opinion of Xxxxxx, Lidji & WerbnerXxxxxxxx Xxxxxxxxx, counsel to the Company, dated the Closing Date, in customary form reasonably satisfactory to the Purchaser; (v) an officer's certificate of the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the state of Delaware; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M (the "Voting Agreements"); (ix) duly executed copies of the Stock Repurchase Agreements between the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D;C, and each other opinion of counsel relied upon by Xxxxxxxx Ingersoll. (xviib) a certificate Resolutions of the secretary board of ER Acquisitiondirectors of Company, Inc. substantially certified by the Secretary or Assistant Secretary of Company, as of the Closing Date, duly adopted and in full force and effect on such date, authorizing (i) the form attached hereto as Exhibit L; and (xviii) long-form good standing certificates consummation of each of the transactions contemplated by this Agreement and (ii) specific officers to execute and deliver this Agreement and each other Loan Document to which it is a party. (c) Governmental certificates, dated the most recent practicable date prior to the Closing Date, with telegram updates where available, showing that Company is organized and in good standing in the Commonwealth of Pennsylvania. (d) A copy of the certificate of incorporation and all amendments thereto of Company, certified as of a recent date by the Secretary of State of the Commonwealth of Pennsylvania, and copies of Company's by-laws, certified by the Secretary or Assistant Secretary of Company as true and correct as of the Closing Date. (e) The letter from Company to its accountants authorizing Purchaser at any time after the occurrence of an Event of Default to communicate directly with Company's independent certified public accountants and tax advisors and authorizing those accountants to disclose at any time after the occurrence of an Event of Default to Purchaser any and all financial statements and other supporting financial documents and schedules including copies of any management letter with respect to the business, financial condition and other affairs of Company and ER Acquisitionits Subsidiaries; provided, Inc.however, its subsidiaryit shall not be considered a -------- ------- breach of Company's obligations under this Agreement if Company's accountants shall fail to comply with the terms of the letter described in this paragraph. (f) The Registration Rights Agreement duly executed by the parties thereto. (g) Certificates of the Secretary or an Assistant Secretary of Company, dated the Closing Date, as to the incumbency and signatures of the officers of Company executing this Agreement, the Note, each other Transaction Document to which it is a party and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. (h) Certificate of the President or CEO of Company, dated the Closing Date, stating that all of the representations and warranties of Company contained herein or in the other Transaction Documents are true and correct on and as of the Closing Date that no breach of any covenant contained in Article V has occurred or would result from the Closing hereunder. (i) A memorandum of understanding duly executed by the parties with respect to the Joint Venture. (j) A wire transfer of all reasonable fees and expenses of (i) GE Capital's outside counsel, Weil, Gotshal & Xxxxxx LLP, and EXCO (ii) all special local counsel retained in connection with this Agreement and each of the EXCO Subsidiariestransactions contemplated thereby; provided, however, that such fees did not, in the -------- ------- aggregate, exceed $100,000.

Company Closing Deliveries. At or prior to the Closing, the Company will and the Stockholders shall deliver or caused to be delivered, to Parent the following documents: (a) Each of the other Transaction Documents (other than this Agreement) to which the Company, the Designated Stockholders or the Stockholders’ Representative is a party, as applicable, duly executed by the Company, the Designated Stockholders and the Stockholders’ Representative (as applicable); (b) (i) The Closing Payment Schedule, certified on behalf of the Company by its Chief Financial Officer in his or her capacity as an officer of the Company and (ii) fully-executed (x) Letters of Transmittals and Certificates from holders of at least 75% of the Company Preferred Stock and greater than 50% of the Company Common Stock (determined on an as-converted basis), (y) Warrantholder Acknowledgments from each Purchaser:holder of Warrants, and (z) Non-Compete Agreements and Intellectual Property Assignment Agreements from each Restricted Person. (c) A certificate of the Company, executed by a duly authorized officer thereof, dated as of the Closing Date, certifying that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied; (d) A good standing certificate or the equivalent for the Company, dated no earlier than five (5) days before the Closing Date, from the secretary of state of its jurisdiction of incorporation or formation and from each other jurisdiction in which the Company are qualified or registered to do business as a foreign corporation; (e) Written consent of the holders of Company Common Stock and Company Preferred Stock (copies of which have been provided to Parent prior to the date hereof), representing the Required Stockholder Approvals approving and adopting this Agreement and the Contemplated Transactions (including the Merger); (i) against payment A certified copy of the Purchase Price thereforcertificates of incorporation, and each amendment thereto, of the Company, from the duly authorized official of the jurisdiction in which such Company is formed, and (ii) a validly issued certificate true and complete copy of the bylaws, or certificates similar organization documents, as applicable, and each amendment thereto of the Company, certified by a duly authorized executive officer of the Company and (iii) certified copies of the resolutions or written consents duly adopted by the Board of Directors and Stockholders of the Company, representing the Purchased Shares being purchased Required Stockholder Approvals, authorizing the Company to execute, deliver and perform this Agreement and the other Transaction Documents and to consummate the Contemplated Transactions, in each case, certified by such Purchaser pursuant to Section 2(b)an officer of the Company, which shall be as applicable, as in definitive form full force and registered in the name effect, without modification or rescission, on and as of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Date; (iig) a duly executed copy Resignations of each director and officer of the Registration Rights AgreementCompany, which shall be effective as of the Closing; (iiih) a duly executed copy Pay-off letters from banks, financial institutions and other holders of Indebtedness at Closing in form and substance reasonably acceptable to Parent stating the dollar amount required to repay in full all Indebtedness owed to such Creditor as of the Stockholders' AgreementClosing Date and providing that, upon payment of such amount, all claims of such Creditor in and to the properties and assets of the Company will be terminated and that such Creditor shall execute and deliver to Parent all terminations and releases (including UCC-3 termination statements) necessary to evidence such termination; (ivi) an opinion Copies of Xxxxxx, Lidji & Werbner, counsel to all consents set forth in Section 7.2(e) of the Company, dated the Closing Date, Parent Disclosure Schedule in customary form and substance reasonably satisfactory to the PurchaserParent; (vj) an officer's certificate An affidavit under penalties of perjury, stating that the Company is not and have not been United States real property holding corporations, dated as of the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) Closing Date and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the state of Delaware; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M (the "Voting Agreements"and substance required under Treasury Regulation Section 1.897-2(h); (ixk) duly executed copies All instruments or documents necessary to change the names of the Stock Repurchase Agreements between individuals who have access to or are authorized to make withdrawals from or dispositions of all Bank Accounts, other accounts (including, but not limited to, all Social Media Accounts), websites, certificates of deposits, marketable securities, other investments, safe deposit boxes, lock boxes and safes of the Company and each all keys and combinations to all safe deposit boxes, lock boxes and safes of the Management MembersCompany and other depositories; (xl) a duly executed copy Any minute books, stock books, stock ledgers and corporate seal of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit LCompany; and (xviiim) long-form good standing certificates All other certificates, instruments and documents reasonably requested by Parent in order to fully consummate the Contemplated Transactions and carry out the purposes and intent of each of the Company and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO Subsidiariesthis Agreement.

Company Closing Deliveries. At or prior to the ClosingClosing Time, the Company will shall deliver or cause to each Purchaserbe delivered to the Investor, the following: (a) evidence satisfactory to the Investor of (i) against payment the conditional approval of the Purchase Price thereforTSX and NYSE Amex of the Company’s issuance and sale of the Subscription Shares to the Investor on the terms and conditions contemplated herein, (ii) the conditional acceptance by the TSX and NYSE Amex of its notice of the listing of the Subscription Shares on the TSX and (iii) the posting for trading of the Subscription Shares at the opening of trading on the Closing Date (provided the Closing occurs prior to 9:00 a.m. (Toronto time)); (b) certificates of good standing with respect to each of the Company and the Subsidiary issued as at the Closing Date; (c) a validly certificate from a duly authorized officer of the Company certifying (i) the Notice of Articles, (ii) the Articles of the Company, (iii) the incumbency of certain officers of the Company, and (iv) the resolutions of the Board approving (x) the issuance of the Subscription Shares, the execution, delivery and performance of the Company’s obligations under each of the Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereunder and thereunder and (y) the appointment to the Board of the Investor’s Nominees under the Investor Rights Agreement; (d) a certificate from the Transfer Agent certifying (i) its appointment as transfer agent and registrar of the Common Shares and (ii) the issued certificate or certificates representing the Purchased and outstanding Common Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name capital of such Purchaser or its nominee or designee and in a single certificate or in such other denominations the Company as such Purchaser shall request not later than one Business Day at the close of business on the day prior to the Closing Date; (iie) a share certificate duly executed by the Company representing the Subscription Shares registered in the name of the Investor or an Affiliate (or as the Investor may otherwise direct, if being issued to be held with an investment dealer), and duly issued by the Company and registered in the share register of the Company in the name of the Investor or such Affiliate (or as the Investor may otherwise direct, if being issued to be held with an investment dealer); (f) a certified copy of the Registration Rights Agreementresolution of the Board appointing the Investor’s Nominees, as contemplated by Section 4.4(e); (iiig) a duly executed copy of legal opinion dated the Stockholders' Agreement; (iv) an opinion of XxxxxxClosing Date addressed to the Investor, Lidji & Werbnerin form and substance satisfactory to the Investor and its counsel, acting reasonably, from Canadian counsel to the Company; (h) a legal opinion dated the Closing Date addressed to the Investor, in form and substance satisfactory to the Investor and its counsel, acting reasonably, with respect to title to the mineral claims, concessions, licences, leases or other instruments conferring the Mineral Rights in the Kami Project; (i) the Venture Agreements duly executed and delivered by the Company and the applicable Venture Entity; (j) the Off-take Agreement duly executed and delivered by the Company and the Venture LP; (k) the Transfer Pricing Agreement duly executed and delivered by the Company; (l) the Investor Rights Agreement duly executed and delivered by the Company; (m) the Management Agreement duly executed and delivered by the Company and the Venture LP; (n) a certificate, dated the Closing Date, signed by Xxxxxx Xxxxx and by Xxxxx Xxxxxxxxxx or by such other officers as the Investor may approve, certifying that: (i) the Company has complied in customary form reasonably satisfactory all material respects with the covenants and agreements contained in this Agreement to the Purchaserbe performed or caused to be performed by it at or prior to Closing; (vii) an officer's certificate all of the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) representations and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified warranties made by the Secretary of State of Company in this Agreement are true and correct on the state of Delaware; Closing Date in all material respects as if made on the Closing Date (vii) other than those that speak to a duly executed copy of the Management Purchase Agreement between the Company specific date, in which case they shall have been true and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially correct in the form as attached hereto as Exhibit M (the "Voting Agreements"all material respects on such date); (ixiii) duly executed copies no Order having the effect of ceasing or suspending trading in the Common Shares pursuant to Securities Laws has been issued and no proceedings for such purpose are pending or, to the knowledge of the Stock Repurchase Agreements between the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER AcquisitionCompany, Inc. substantially in the form attached hereto as Exhibit Lcontemplated or threatened; and (xviiiiv) long-form good standing certificates since the date of each this Agreement, there has been no change in any of the assets, business, financial condition or results of operations of the Company and ER Acquisitionor the Subsidiary which, Inc.individually or in the aggregate, its subsidiaryhas had, and EXCO and each of the EXCO Subsidiarieswill have or could reasonably be expected to have a Material Adverse Effect.

Company Closing Deliveries. At or prior to the Closing, the Company will deliver shall deliver, or shall cause to each Purchaserbe delivered, the following: (a) to each Company Unitholder, (i) against payment the Common Units issuable to such Company Unitholder in respect of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased Company Units held by such Purchaser Company Unitholder pursuant to Section 2(bthe Company Merger as provided in ‎Section 3.1(c)(ii)(A), which Common Units shall not be certificated but the issuance thereof shall be in definitive form and registered recorded in, or in the name manner specified in, the Company A&R LLCA, and (ii) any cash in lieu of any fractional Common Unit and fractional share of Buyer Class V Voting Stock payable to such Purchaser or its nominee or designee Company Unitholder; (b) to the Buyer, the Pro Forma Buyer Common Units (for the avoidance of doubt including Contribution Common Units), the Pro Forma Buyer Series 1 RCUs and the Pro Forma Buyer Series 2 RCUs issuable in a single certificate respect of the Company Units held by the Buyer pursuant to the Company Merger as provided in ‎Section 3.1(c)(ii)(C), which Pro Forma Buyer Common Units, Pro Forma Buyer Series 1 RCUs and Pro Forma Buyer Series 2 RCUs shall not be certificated but the issuance thereof shall be recorded in, or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Datemanner specified in, the Company A&R LLCA; (iic) to the Buyer, duly executed counterparts of the Investor Rights Agreement, executed by the Insight Member; (d) to the Buyer, (i) duly executed counterparts of the Company A&R LLCA, executed by the Company, the Insight Member, and each other Company Unitholder that has provided the Equityholder Materials to the Buyer prior to Closing in accordance with ‎Section 3.4(b), and (iii) the Company A&R LLCA; (e) to the Buyer, duly executed counterparts of the Lock-Up Agreement, executed by each individual set forth on Schedule 1.2; (f) to the Buyer, duly executed counterparts of the Tax Receivable Agreement, executed by the Insight Member, and by each other Company Unitholder that has provided the Equityholder Materials to the Buyer prior to Closing in accordance with ‎Section 3.4(b); (g) to the Buyer, a duly executed copy of the Registration Rights AgreementCompany Certificate of Merger; (iiih) to the Buyer, (i) a properly completed IRS Form W-9 or applicable IRS Form W-8, duly executed by each Company Unitholder and (ii) a certificate, duly executed and acknowledged by the Company, certifying that fifty percent (50%) or more of the value of the gross assets of the Company does not consist of U.S. real property interests, or that ninety percent (90%) or more of the value of the gross assets of the Company does not consist of U.S. real property interests plus cash or cash equivalents; (i) to the Buyer evidence of the termination of the Affiliated Transactions pursuant to ‎Section 8.16; (j) to the Buyer, a duly executed copy Company Bring-Down Certificate from an authorized Person of each of the Stockholders' AgreementCompany; (ivk) an opinion of Xxxxxx, Lidji & Werbner, counsel to the CompanyBuyer, dated the SVB Payoff Letter and, subject to ‎Section 3.2(e)(i)(D), either (A) the Xxxxx Payoff Letter and evidence that the Debt Financing has been consummated or will be consummated substantially contemporaneously with the Closing Dateon the terms and conditions set forth in the Commitment Letter (or that an Alternative Financing has been consummated or will be consummated substantially contemporaneously with the Closing on the terms and conditions set forth in the New Commitment Letter), or (B) the Lender Consent (it being understood and agreed that in customary form reasonably satisfactory no event shall the Company be required to deliver both the Purchaser; (v) an officer's certificate Lender Consent and evidence of consummation of the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the state of Delaware; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M (the "Voting Agreements"Debt Financing); (ixl) duly executed copies to the Buyer, evidence of the Stock Repurchase Agreements between the Company and each termination of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Option Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit L; and (xviiim) long-form good standing certificates of each of to the Company and ER AcquisitionBuyer, Inc.duly executed counterparts to that certain letter agreement consistent with the terms set forth on Schedule 3.6(m), its subsidiary, and EXCO and each of executed by the EXCO SubsidiariesInsight Member (the “Insight Letter Agreement”).

Company Closing Deliveries. At or prior to the Closing, the Company will shall deliver or cause to be delivered to the Investor the following Closing Documents, each Purchaserin form and substance satisfactory to the Investor, acting reasonably: (ia) against payment a copy of the Purchase Price thereforConvertible Debenture, duly executed by the Company; (b) a validly copy of the Security Documents, duly executed by the Company or the Guarantors, as applicable; (c) evidence of the conditional acceptance of the issuance and listing of the Units Shares, Warrant Shares and the Debenture Shares on the TSXV; (d) a certificate of good standing with respect to the Company issued certificate or certificates representing by the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in Registrar of Companies for the name Province of such Purchaser or its nominee or designee and in a single certificate or in such other denominations British Columbia as such Purchaser shall request not later than one Business Day at the day prior to the Closing Date; (iie) a certificate from a duly authorized officer of the Company certifying (A) the Notice of Articles, (B) the Articles, (C) the incumbency of certain officers of the Company executing any of the Closing Documents; and (D) the resolutions of the Board approving the issuance of the Units, Unit Shares, Warrants, Warrant Shares, Convertible Debentures and the Debenture Shares, the execution, delivery and performance of this Agreement, the Convertible Debenture and the Security Documents and the consummation of the transactions contemplated hereunder; (f) a certificate from a duly authorized officer of each Guarantor certifying (A) the constating documents of such Guarantor, (B) the incumbency of certain officers of such Guarantor executing any of the Closing Documents; and (C) the resolutions of the board of directors of such Guarantor approving the execution, delivery and performance of the Security Documents; (g) a certificate from the Transfer Agent: (A) as to its appointment as transfer agent and registrar of the Common Shares; and (B) as to the issued and Outstanding Equity Securities as at the close of business on the day prior to the Closing Date; (h) a share certificate representing the Unit Shares and a certificate representing the Warrants in the form attached as Schedule D, each registered in the name of the Investor (or as the Investor may direct), duly executed and issued by the Company and registered in the share register of the Company in the name of the Investor (or as the Investor may direct); (i) a certified copy of the Registration Rights Agreementresolution of the Board appointing the directors of the Company (if any) selected by the Investor, as contemplated by Section 5.1 hereof; (iiij) a duly executed copy certificate of the Stockholders' Agreement; (iv) an opinion Company signed on behalf of Xxxxxx, Lidji & Werbner, counsel to the Company, without personal liability, by the President and Chief Executive Officer or other officer of the Company acceptable to the Investor, addressed to the Investor and dated the Closing Date, in customary form reasonably satisfactory to certifying that (i) the Purchaser; (v) an officer's certificate representations and warranties of the Company set forth in this Agreement are true and correct in all material respects as at the Closing Date (except (A) to the effect extent that each of the conditions specified such representations and warranties are qualified by materiality or by reference to Material Adverse Effect, such representations and warranties shall be true and correct in Sections 7(iii), (iv) and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the state of Delaware; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M (the "Voting Agreements"); (ix) duly executed copies of the Stock Repurchase Agreements between the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit Lall respects; and (xviii) long-form good standing certificates of each of the Company and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO Subsidiaries.

Company Closing Deliveries. At or prior to the Closing, and as a condition to Purchaser’s payment of the Purchase Price, Company will shall deliver to each Purchaser: (i) against payment a true and correct copy of resolutions of Company’s and Company Subsidiaries’ Board of Directors approving this Agreement and the Purchase Price therefor, a validly issued certificate or certificates representing Transaction Documents (as applicable) and the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form transactions contemplated hereby and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Datethereby; (ii) a duly executed true and correct copy of resolutions of Company’s and Companies’ Subsidiaries’ shareholders approving this Agreement and the Registration Rights AgreementTransaction Documents (as applicable) and the transactions contemplated hereby and thereby, to the extent such is required; (iii) a counterpart of the Escrow Agreement duly executed copy of by Company and by the Stockholders' AgreementEscrow Agent, which Exhibit Bthereto must be in form satisfactory to the Parties; (iv) an opinion bills of Xxxxxx, Lidji & Werbner, counsel to the Company, dated the Closing Date, in customary form reasonably satisfactory to the Purchaser; (v) an officer's certificate of the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the state of Delaware; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M (the "Voting Agreements"); (ix) duly executed copies of the Stock Repurchase Agreements between the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially sale in the form attached hereto as Exhibit DE (the “Xxxx of Sale”) duly executed by Company; (xviiv) a certificate Xxxx of the secretary Sale executed by each Company Subsidiary transferring any Acquired Assets owned by any such Company Subsidiary; (vi) a counterpart of ER Acquisition, Inc. substantially assignment and assumption agreements in the form attached hereto as Exhibit LF (the “Assignment and Assumption Agreement”) duly executed by Company; (vii) a counterpart of an Assignment and Assumption Agreement duly executed by any Company Subsidiary transferring any rights pursuant to such an agreement; (viii) a counterpart of all assignments and instruments necessary to transfer ownership of the registered Intellectual Property Assets, including (A) the Assignment of Intellectual Property Registrations and Intellectual Property Assets in the form attached hereto as Exhibit G, and (B) the Trademark Assignment Agreement in the form attached hereto as Exhibit H, (C) the Domain Name Assignment in the form attached hereto as Exhibit I; and (D) the Copyright Assignment in the form attached hereto as Exhibit J (collectively, the “Intellectual Property Assignments”); (ix) the consents listed in Section 3.4of the Disclosure Schedule; (x) signed opinion of Erdinast, Xxx Xxxxxx & Co., counsel to Company, in the form attached hereto as Exhibit K, dated as of the date of the Closing and addressed to Purchaser; (xi) the Court Approval; (xii) consent of Mizrahi Tefahot bank Ltd. (the “Bank”) to the sale of the Acquired Assets contemplated hereunder and to release their charges from Acquired Assets; (xiii) a duly executed Employee Waiver from each current Company Employee (which includes contractors); (xiv) notice from the Company to the Registrar of Companies informing the registrar about its resolution to change its name to a different name, as contemplated by Section 5.5; (xv) a copy of the Joinder, duly executed by each Company Subsidiary transferring any assets pursuant to this Agreement; (xvi) duly executed petitions to revive the patents of the Company included in the Intellectual Property Assets, in form and substance to the reasonable satisfaction of Purchaser; and (xviiixvii) long-such other customary instruments of transfer, assumption, filings or documents, in form good standing certificates of each of and substance reasonably satisfactory to Purchaser, as may be required to give effect to this Agreement, provided that such requirements shall not impose any unreasonable cost on or involve any unreasonable effort by the Company and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO SubsidiariesCompany.

Company Closing Deliveries. At or prior to the Closing, the Company will deliver shall deliver, or cause to each Purchaserbe delivered, to the Purchaser and the Escrow Agent, as applicable, the following documents: (ia) against payment Letters of Transmittal from each of the Purchase Price thereforSigning Stockholders, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name any additional Letters of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior Transmittal provided to the Closing DateCompany by the other Stockholders; (iib) a duly executed copy of the Registration Rights Agreement; (iii) a duly executed copy of the Stockholders' Agreement; (iv) an opinion of Xxxxxx, Lidji & Werbner, counsel to the Companycertificate, dated as of the Closing Date, in customary form reasonably satisfactory to of the Purchaser; (v) an officer's certificate Chief Executive Officer of the Company and the Stockholder Representative (as to the effect Signing Stockholders only), certifying that each of the conditions specified set forth in Sections 7(iiiSection 8.5(a), (ivSection 8.5(b), Section 8.5(c) and (vSection 8.5(e) has have been satisfied; (vic) the Escrow Agreement duly executed by the Stockholder Representative; (d) customary evidence in writing of the consents or waivers of the third parties to those Company Contracts set forth on Exhibit 8.2(d) hereto, and all such consents and waivers shall be in full force and effect; (e) resignations of the executive officers and directors of the Company and each of its Subsidiaries, except for resignations of any such executive officers and directors in respect of whom the Purchaser notifies the Stockholder Representative, at least five (5) days prior to Closing, that no such resignation is required; (f) the Closing Statement; (g) a copy duly executed certification and associated notice to the Internal Revenue Service meeting the requirements of Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), substantially identical to the form attached hereto as Exhibit 8.2(g), to the effect that an interest in the Company is not a U.S. real property interest; (h) certificate of the Amended Secretary of the Company, dated as of the Closing Date, certifying that attached thereto are accurate and Restated complete (i) copies of the Certificate of Incorporation Incorporation, certified as of a recent date by the Secretary of State of the state State of Delaware; , and the Bylaws; (viiii) incumbency certificates of the officers of the Company who are signatories to this Agreement and any Company Ancillary Documents; (iii) resolutions of the Board of Directors of the Company, that are in full force and effect without modification or amendment, approving and authorizing the execution, delivery and performance of this Agreement and the Company Ancillary Documents and the transactions contemplated hereby and thereby; and (iv) a duly executed copy good standing certificate as of the Management Purchase Agreement between a recent date that the Company and each Subsidiary of the participating Management Members and Friends and Family LLCCompany is in good standing in its jurisdiction of organization; (viiii) duly executed copies customary written evidence that each of (A) the Voting Agreements substantially Company Stockholders’ Agreement (other than with respect to Section 3 thereof), (B) the [*] and (C) the Management Agreement have been terminated in the form as attached hereto as Exhibit M (the "Voting Agreements")accordance with their terms; (ixj) duly executed copies customary payoff letters from each lender owed any [*] (other than any Indebtedness identified on Exhibit 8.2(j)) to evidence the repayment in full of all such [*] and the Stock Repurchase Agreements between the Company termination and each release in full of the Management Membersall Liens relating thereto; (xk) a duly executed copy receipt from the Paying Agent evidencing its receipt of the Institutional Investors Stock Purchase AgreementClosing Stockholder Consideration; (xil) a copy of the Bonus PlansData Room DVD; (xiim) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans[*]; (xiiin) a copy of the Stock Participation Plan[Intentionally Omitted]; (xivo) duly executed updated copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary Sections 4.1(b)(iii), 4.3(a), and 4.4 of the Company substantially Disclosure Schedule; provided, however, that such updated Sections of the Company Disclosure Schedule shall not cure any breaches in such representations and warranties as of the date hereof; and (p) spousal consents from the spouses of [*] and [*] in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit L; and (xviii) long-form good standing certificates of each of the Company and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO Subsidiaries8.2(p).

Company Closing Deliveries. At or prior to the Closing, the Company will Company, Members or Cannabist, as applicable, shall deliver to Buyer, each Purchaserin form and substance satisfactory to Buyer: (i) against payment stock certificates evidencing the Equity, if certificated, duly endorsed in blank or accompanied by stock powers or other instruments of the Purchase Price therefortransfer duly executed in blank, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Datewith all required stock transfer tax stamps affixed thereto; (ii) a duly executed copy of evidence that all required consents, waivers and deliverables necessary, as determined by Bxxxx, under Cannabist’s (A) 6.0% secured convertible notes due 2025, (B) 9.50% senior-secured first-lien notes due 2026, and (C) 9.0% senior-secured first-lien notes due 2027 (collectively, the Registration Rights Agreement“Notes”), have been delivered or received, as applicable; (iii) a duly duly-executed copy customary Lien and guarantor release documentation from the holders of the Stockholders' AgreementNotes evidencing release and termination of all Liens on the Equity or any assets of the Company and release of any guarantees by the Company in respect thereof (“Lien Releases”); (iv) an opinion (A) certified copies of Xxxxxxthe articles of incorporation (certified from the Secretary of State of the State of Arizona) and the bylaws of the Company (collectively, Lidji & Werbnerthe “Company Governing Documents”) and (B) a certified copy of the written resolutions duly adopted by the Members and the board of directors of the Company approving this Agreement, counsel to the Company, dated transactions contemplated hereby and the Closing Date, performance of the Company in customary form reasonably satisfactory to the Purchaserrespect thereof; (v) an officer's a certificate of good standing (or the equivalent thereof) for the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified issued by the Secretary of State of the state State of DelawareArizona; (vi) resignations of all directors and officers of the Company and evidence of the termination of all Contracts with Insiders set forth on Schedule 3.19; (vii) a duly executed copy of evidence that the Management Purchase Agreement between the Company consents, notices and each of the participating Management Members and Friends and Family LLCauthorizations set forth on Schedule 3.2 have been obtained; (viii) duly executed copies a certificate, dated as of the Voting Agreements substantially Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in the form as attached hereto as Exhibit M (the "Voting Agreements"Section 7.2(a), Section 7.2(b), and Section 7.2(c) have been satisfied; (ix) duly properly completed and executed copies of the Stock Repurchase Agreements between the Company and IRS Form W-9 from each of the Management MembersMember; (x) a duly executed copy of evidence that the Institutional Investors Stock Purchase AgreementArizona Transaction Approval has been obtained; (xi) a copy three USB copies of the Bonus PlansData Room; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a landlord estoppel certificate of the secretary of the Company substantially in the form attached hereto as Exhibit DA from the applicable landlord with respect to each Leased Real Property; (xiii) evidence of the termination of the Contracts set forth on Schedule 2.5(b)(xiii); (xiv) the updated Funds Flow pursuant to Section 2.5(c); (xv) if required by Cboe in their sole discretion, an opinion of counsel to the Company, in form and substance reasonably satisfactory to Cboe, with respect to the Company and their compliance with applicable Law; (xvi) a list of all logins, passwords and authorized Persons for all tax accounts, bank accounts, social media, customer loyalty programs, portals and similar accounts and software used by the Company; (xvii) duly executed payoff and release letters from the applicable payees of Transaction Expenses as set forth on the Estimated Closing Statement; (xviii) a certificate of the secretary of ER Acquisition, Inc. substantially transition services agreement in the form attached hereto as Exhibit LB, which shall include a royalty-free license to produce cannabis products using the “Hxxx”, “Triple 7”, and “Seed & Strain” brands, duly executed by Cannabist; (xix) evidence that (A) the Company has been released as a co-lessee from its obligations under the Master Lease Agreement No. 201217401, dated as of November 9, 2020, by and between Xtraction Services, Inc. and Columbia Care LLC (as amended, and together with all schedules and exhibits, the “Master Lease Agreement”), and (B) the lease obligations related to the equipment used or held by the Company under the Master Lease Agreement along with the purchase option in connection therewith has been assigned to the Company; and (xviiixx) long-form good standing certificates of each of such other documents or instruments as Buyer reasonably requests at least two Business Days prior to the Company Closing Date and ER Acquisition, Inc., its subsidiary, and EXCO and each of that are reasonably necessary to consummate the EXCO Subsidiariestransactions contemplated by this Agreement.

Company Closing Deliveries. At or prior to the Closing, the Company will shall deliver or cause to each Purchaser:be delivered to Parent the following items, all of which must be in form and substance reasonably satisfactory to Parent (the “Company Closing Deliveries”): (ia) against payment a certificate, dated the Closing Date and signed by a duly authorized officer of the Purchase Price thereforCompany, a validly issued certificate or certificates representing that each of the Purchased Shares being purchased by such Purchaser pursuant to conditions set forth in Section 2(b7.02(a), which shall be in definitive form Section 7.02(b) and registered in Section 7.02(g) have been satisfied (the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Date“Company Bring-Down Certificate”); (iib) a duly executed copy certificate of the Registration Rights Agreement; (iii) a duly executed copy Secretary of the Stockholders' Agreement; (iv) an opinion of Xxxxxx, Lidji & Werbner, counsel to the Company, dated the Closing Date, certifying: (i) that attached thereto are true and complete copies of (A) all resolutions adopted by the Company Board authorizing the Company’s execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby and (B) the Company Written Consent, and that all such resolutions described in customary form reasonably satisfactory the immediately preceding clauses (A) and (B) are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and (B) the Company Charter Documents and the Company Subsidiary Charter Documents as in effect immediately prior to the PurchaserClosing; and (ii) the names and signatures of the officers of the Company authorized to sign this Agreement and the other Transaction Documents to which the Company is a party (the “Company Secretary Certificate”); (vc) an officer's a certificate of the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the state State of Delaware, dated as of a recent date prior to the Closing Date, as to the good standing of the Company and a certificate of the Secretary of State of the State of Arkansas, dated as of a recent date prior to the Closing Date, as to the good standing of the Company Subsidiary; (viid) a one or more payoff letters, duly executed copy by the applicable lenders or creditors, with respect to all Closing Debt, accompanied by UCC termination statements, releases and any other documentation reasonably requested by Parent to evidence the satisfaction in full of such indebtedness and the release of any and all Liens on the assets, equity and property of each Company Entity (“Payoff Letters”); (e) duly executed letters of resignation, effective as of the Management Purchase Agreement between the Company and Closing, of each of the participating Management Members officers, managers and Friends and Family LLCdirectors of each Company Entity listed on Schedule 6.17(e) resigning from the positions held by such individual as set forth opposite such individual’s name thereon; (viiif) duly executed copies of each of the Voting Agreements substantially in the form as attached hereto as Exhibit M (the "Voting Agreements")Consents; (ixg) duly executed copies of the Stock Repurchase Agreements between the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially employment agreements in the form attached hereto as Exhibit DD (each, an “Employment Agreement”) for each of Dxx Xxxx and Bxxxx Xxxxx, duly executed for each such Person; (xviih) copies of the restrictive covenant agreement in the form of Exhibit E (the “Restrictive Covenant Agreements”) for each of Dxxx Xxxxxx, Jxxx Xxxxx, Gxxxxxx Xxxxx, and Jxxx Xxxxxxx, duly executed by each such Person; (i) copies of the lock-up agreements in the form of Exhibit F (the “Lock-Up Agreements”) duly executed by each Person to be issued Parent Shares; (j) evidence that each of the Convertible Notes has converted into Company Shares and been cancelled; (k) the Option Termination Agreements duly executed by each holder of Company Options evidencing, as applicable, (A) the cancellation and termination of all Vested Company Options effective as of the Merger I Effective Time subject to the right thereafter to receive the applicable Per Share Merger Consideration in accordance with this Agreement and (B) the cancellation and termination of all other Company Options as of prior to the Merger I Effective Time and payment in respect thereof to holders thereof of amounts payable pursuant to the last sentence of Section 2.04; (l) evidence that the Company Equity Incentive Plan has been terminated at or prior to the Merger I Effective Time; (m) at least three (3) Business Days prior to the Closing Date, the Payment Schedule; (n) at least three (3) Business Days prior to the Closing Date, a certificate duly executed by the Chief Financial Officer of the Company, certifying: (A) the amount of unpaid Company Transaction Expenses together with an itemized list of each such unpaid Company Transaction Expense with a description of each such expense, the Person to whom each such expense is owed, invoices from each such Person for each such expense, and wire instructions for each such Person; (B) the amount of Closing Debt together with an itemized list of a description of each item of Closing Debt, the Persons to whom such Closing Debt is owed, the amount of Closing Debt owed to each such Person, Payoff Letters from each Person, and wire instructions for each such Person; and (C) the amount of the Closing Cash Distribution Amount together with an itemized calculation thereof, in each case of items (A), (B) and (C), together with reasonable supporting documentation, all as approved in writing by Pxxxxx (the “Closing Statement”); (o) at least three (3) Business Days prior to the Closing Date, the Estimated Closing Working Capital Statement; (p) a landlord estoppel certificate for the Real Property Lease, executed by the applicable landlord under the Real Property Lease; (q) a fully completed IRS Form W-9, duly executed by each Company Securityholder; (r) a certificate in compliance with Treasury Regulations Section 1.1445-2(c), dated the Closing Date and executed by a duly authorized officer of the secretary Company, certifying that the Company Shares are not U.S. real property interests within the meaning of ER AcquisitionSection 897 of the Code and the Treasury Regulations, Inc. substantially together with an accompanying notice in compliance with Treasury Regulations Section 1.897-2(h)(2) (the “FIRPTA Certificate”); (s) a third-party technology diligence report with respect to the Company required by Parent (the “Technology Diligence Report”); (t) a quality of earnings report with respect to the Company required by Parent (the “QofE”); (u) evidence that the Tail Policy has been obtained and a copy thereof; (v) evidence of the dissolution, liquidation, and winding up of the Company Subsidiary; (w) a release from Woodmoor Advisors, LLC as a member of the Company Subsidiary releasing the Company and its former, current, and future Affiliates, in form attached hereto as Exhibit Land substance reasonably satisfactory to Parent; and (xviiix) long-form good standing certificates of each of the Company such other certificates, instruments and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO Subsidiariesdocuments as Parent may reasonably request.

Company Closing Deliveries. (a) At or prior to the Initial Closing, the Company will shall deliver or cause to be delivered to each PurchaserPurchaser the following: (i) against payment of this Agreement duly executed by the Purchase Price thereforCompany; (ii) a Debenture, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and Purchaser, evidencing the principal amount of Debentures purchased by such Purchaser, which amount is such Purchaser's Investment Amount; (iii) a Warrant, registered in a single certificate or in the name of such other denominations as Purchaser, pursuant to which such Purchaser shall request not later than one Business Day prior have the right to acquire 250 shares of Common Stock for each $1,000 of such Purchaser's Investment Amount, at an exercise price equal to $1.4375; (iv) the legal opinion of Company Counsel, in agreed form, addressed to the Closing DatePurchasers; (v) the Registration Rights Agreement duly executed by the Company; and (vi) a Voting Agreement substantially in the form of Exhibit H hereto. (b) At each Additional Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Debenture, registered in the name of such Purchaser, evidencing the principal amount of Debentures purchased by such Purchaser, which amount is such Purchaser's Additional Investment Amount; (ii) a duly executed copy Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the Registration Rights Agreementright to acquire 250 shares of Common Stock for each $1,000 of such Purchaser's Additional Investment Amount, at an exercise price equal to $1.8125; (iii) a duly executed copy the legal opinion of Company Counsel, in agreed form, addressed to the Stockholders' AgreementPurchasers; (iv) an opinion of Xxxxxx, Lidji & Werbner, counsel acknowledgment from the Company's transfer agent as to the Company, dated continuing validity of the Closing Date, in customary form reasonably satisfactory to the PurchaserTransfer Agent Instructions; (v) an officer's certificate certified copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in each jurisdiction in which a secured creditor of the Company or any of its Subsidiaries should have filed since the previous Closing for which such search results were provided to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the effect that each Purchasers, shall cover any of the conditions specified Collateral (as defined in Sections 7(iii), (ivthe Security Agreement and the Intellectual Property Security Agreement) and (v) has been satisfied;the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Purchasers, shall not show any such Liens; and (vi) a copy of the Amended perfection certificate, duly completed and Restated Certificate of Incorporation certified executed by the Secretary of State of the state of Delaware; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of its Subsidiaries, in form and substance satisfactory to the participating Management Members Purchasers. (c) Within two (2) Business Days of the Initial Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) the Security Agreement duly executed by the Company and Friends the subsidiaries of the Company party thereto; and (ii) the Intellectual Property Security Agreement duly executed by the Company and Family LLCthe subsidiaries of the Company party thereto. (d) Within six (6) Business Days of the Initial Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) certified copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in each jurisdiction in which a secured creditor of the Company or any of its Subsidiaries should have filed in the past five years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Purchasers, shall cover any of the Collateral (as defined in the Security Agreement and the Intellectual Property Security Agreement) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Purchasers, shall not show any such Liens; (viiiii) a perfection certificate, duly completed and executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M (the "Voting Agreements"); (ix) duly executed copies of the Stock Repurchase Agreements between by the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant its Subsidiaries, in such Bonus Plan in the form attached as Exhibit B and substance satisfactory to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit LPurchasers; and (xviiiiii) long-form good standing certificates of each of the Transfer Agent Instructions executed by the Company and ER Acquisition, Inc., its subsidiary, delivered to and EXCO and each of acknowledged by the EXCO SubsidiariesCompany's transfer agent.

Company Closing Deliveries. At or prior to the Closing, the Company will deliver shall deliver, or shall cause to be delivered, the following: (a) to each Purchaser:Company Unitholder, the Common Units and the Earnout Common Units issuable to such Company Unitholder in respect of the Company Units held by such Company Unitholder pursuant to the Company Merger as provided in Section 3.1(c)(ii), which Common Units shall not be certificated but the issuance thereof shall be recorded in, or in the manner specified in, the Company A&R LLCA; (b) to the Buyer, the Pro Forma Buyer Common Units (for the avoidance of doubt including Contribution Common Units) issuable in respect of the Company Units held by the Buyer pursuant to the Company Merger as provided in Section 3.1(c)(ii); (c) to the Buyer, duly executed counterparts of the Investor Rights Agreement, executed by each Company Unitholder; (d) to the Buyer, duly executed counterparts of the Company A&R LLCA, executed by the Company and by each Company Unitholder; (e) to the Buyer, duly executed counterparts of the Tax Receivable Agreement, executed by the Company and by each Company Unitholder; (f) to the Buyer, a copy of the Company Certificate of Merger, as filed with the Delaware Secretary of State, together with certification from the Delaware Secretary of State evidencing that the same has been filed with the Delaware Secretary of State; (g) to the Buyer, (i) a properly completed IRS Form W-9, duly executed by each Company Unitholder and (ii) a certificate, duly executed and acknowledged by the Company, certifying that fifty percent (50%) or more of the value of the gross assets of the Company do not consist of U.S. real property interests, or that ninety percent (90%) or more of the value of the gross assets of the Company does not consist of U.S. real property interests plus cash or cash equivalents; (h) to the Buyer evidence of the termination of the Advisory Services Agreement; and (i) against payment of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Date; (ii) Buyer, a duly executed copy Blocker and Company Bring-Down Certificate from an authorized Person of the Registration Rights Agreement; (iii) a duly executed copy of the Stockholders' Agreement; (iv) an opinion of Xxxxxx, Lidji & Werbner, counsel to the Company, dated the Closing Date, in customary form reasonably satisfactory to the Purchaser; (v) an officer's certificate of the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the state of Delaware; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M (the "Voting Agreements"); (ix) duly executed copies of the Stock Repurchase Agreements between the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit L; and (xviii) long-form good standing certificates of each of the Company and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO Subsidiaries.

Company Closing Deliveries. At or prior to the Closing, the Company will deliver shall deliver, or cause to each be delivered, to the Purchaser and the Escrow Agent, as applicable, the following, any of which, if not fulfilled may be waived by the Purchaser: (ia) against payment the Certificate of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing DateMerger; (iib) a duly executed copy of evidence reasonably satisfactory to the Registration Rights AgreementPurchaser that the Stockholder Approval has been obtained; (iiic) a duly executed copy of the Stockholders' Agreement; (iv) an opinion of Xxxxxx, Lidji & Werbner, counsel to the Company, dated the Closing Datecertificate, in customary form and substance reasonably satisfactory to the Purchaser; (v) an officer's certificate , executed by the Chief Executive Officer of the Company to the effect Company, certifying that each of the conditions specified set forth in Sections 7(iii), (ivSection 7.2(a)-(c) and (v) has have been satisfied; (vid) executed No Hire Agreement by KRG and its Affiliates, in the form of Exhibit B; (e) evidence reasonably satisfactory to the Purchaser of termination of the Stockholders Agreement; (f) evidence reasonably satisfactory to the Purchaser of termination of the KRG Management Agreement; (g) evidence reasonably satisfactory to the Purchaser of approval, if obtained, by the holders of Company Stock of any payments that are described in Section 4.14(j) of the Company Disclosure Schedule as “excess parachute payments” pursuant to Section 280G of the Code; (h) evidence reasonably satisfactory to the Purchaser of the repayment in full of all Indebtedness and the termination and release in full of all Liens relating to such Indebtedness, except for capital leases; (i) the Company’s executed counterpart to the Escrow Agreement; (j) evidence reasonably acceptable to the Purchaser that, effective as of the Effective Time, the Company has terminated the 2009 Incentive Plan and any other equity plans in effect; (k) a certificate that complies with Treasury Regulation Section 1.1445-2(c)(3), certifying that the Company Stock does not constitute a U.S. real property interest within the meaning of such Treasury Regulation and Treasury Regulation Section 1.897-2(h), in the form of Exhibit G, together with a copy of the Amended and Restated Certificate of Incorporation certified by Company’s notice to the Secretary of State of the state of Delaware; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M (the "Voting Agreements"United States Internal Revenue Service pursuant to Treasury Regulation Section 1.897-2(h)(2); (ixl) duly executed copies written resignations of the Stock Repurchase Agreements between all officers and directors of the Company and each of the Management Membersits Subsidiaries; (xm) a duly executed copy evidence reasonably satisfactory to the Purchaser of payment to the Company in full satisfaction of the Institutional Investors Stock Purchase Agreementobligations owed by [****] to Oxxxx + Co., Inc. under (i) that certain Promissory Note dated February 19, 2013, in the original principal amount of Four Hundred Ninety-Seven Thousand Nine Hundred Twenty-Nine Dollars and Sixty Cents ($497,929.60) and (ii) that certain Promissory Note, dated July 1, 2014, in the original principal amount of Five Hundred Thousand Dollars ($500,000); (xin) a copy completed and executed Letters of Transmittal and Payment Instructions from the holders of at least eighty-five percent (85%) of the Bonus PlansFully Diluted Shares issued and outstanding as of the Effective Time; (xiio) duly executed copies interim balance sheet and unaudited consolidated statements of comprehensive income, stockholders’ equity and cash flows of the Participation Company and its Subsidiaries for the nine-month period ended September 30, 2014; (p) executed Cooperation Agreement from each participant in such Bonus Plan [****], in the form attached as of Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit LI; and (xviiiq) long-form good standing certificates of each possession of the Company books and ER Acquisitionrecords, Inc., its subsidiary, intellectual property and EXCO related documentation and each records of the EXCO SubsidiariesCompany.

Company Closing Deliveries. At or prior to the Closing, the Company will deliver (or cause to be delivered) to Parent the following (to the extent applicable, each Purchaser: (i) against payment properly executed and dated as of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Date): (a) evidence satisfactory to Parent of the payment by the Company of the amounts identified in Section 1.4(h) to the applicable Persons; (ii) a duly executed copy of the Registration Rights Agreement; (iii) a duly executed copy of the Stockholders' Agreement; (iv) an opinion of Xxxxxx, Lidji & Werbner, counsel to the Company, dated the Closing Date, in customary form reasonably satisfactory to the Purchaser; (v) an officer's certificate of the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the state of Delaware; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M (the "Voting Agreements"); (ix) duly executed copies of the Stock Repurchase Agreements between the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvib) a certificate of the secretary of the Company, certifying that attached are true and correct copies of the Charter Documents, stock ledger and Company Board resolutions in connection with the Transaction, the Majority Stockholders’ Consent, and the Minority Stockholders’ Consent; (c) a certificate of the Company’s chief financial officer attaching the Spreadsheet and certifying that it is true, correct and complete as of immediately prior to the Effective Time; (d) a long-form good standing certificate for the Company to which such concept is applicable issued by the relevant Governmental Authority within five days of the Closing Date; (e) evidence of the receipt of consent from, or giving of notice to, any Person whose consent may be required, or to whom notice may be required to be given, in connection with the Transactions; (f) a certificate signed by the Company’s Chief Executive Officer or another corporate officer and by the Representative, certifying to the effect that the conditions set forth in Section 6.3 have been satisfied; (g) evidence of the termination of the contracts listed in Section 5.11(a) of the Disclosure Schedule in a manner reasonably satisfactory to Parent; (h) copies of the Service Agreement for Private Cord Blood Processing and Storage, between ClinImmune Labs and the Company in substantially the form of Exhibit K (the “Storage Services Agreement”), the Services Agreement for Procurement of Placental Tissue, between ClinImmune Labs and the Company in substantially the form of Exhibit L (the “Procurement Services Agreement”), the Termination Agreement, between ClinImmune Labs and Stem CC Incorporated in substantially the form of Exhibit M (the “Stem CC Termination Agreement”), the Second Amendment and the Trademark Agreement, each, duly executed; (i) written evidence in the form of a customary estoppel certificate reasonably satisfactory to Parent of the terms and conditions of any Real Property Lease described in Section 3.21(a) of the Disclosure Schedule; (j) a confidentiality, work product and assignment of inventions agreement, in form satisfactory to Parent, from each Worker; (k) evidence satisfactory to Parent that all Company Capital Stock, Company Notes and/or Company Warrants held by any Non-Accredited Holders have been extinguished, cancelled or terminated and all claims now or hereinafter arising in connection therewith released by each such Non-Accredited Holder, in accordance with Section 6.3(i); (l) evidence satisfactory to Parent that the Company Notes and Company Warrants have either been exercised or converted into shares of Company Common Stock or extinguished, cancelled or terminated by the Company, as applicable, and if extinguished, cancelled or terminated, a written release of all claims now or hereinafter arising in connection therewith from each holder thereof, effective no later than immediately prior to the Closing; (m) evidence satisfactory to Parent that the notice required by the Company Stock Plan and/or the Company Options in connection with the Merger has been delivered to each holder of a Company Option and a duly executed copy of such notice has been received from each such holder of a Company Option; (n) a resignation, effective as of the Effective Time, of each of the directors and officers of the Company; (o) FIRPTA notification letter addressed to Parent and duly executed by the Company, satisfying each of the requirements of Treasury Regulations Section 1.897-2(h) and stating that the Company has never been a United States Real Property Holding Corporation as defined in Section 897(c)(2) of the Code within the applicable period set forth in Section 897(c)(1)(A)(ii) of the Code and that no interest in the Company is a United States Real Property Interest as defined in Section 897(c)(1) of the Code; (p) Evidence that a Letter of Transmittal has been delivered by the Company to each Participating Stockholder for completion and execution; (q) evidence satisfactory to Parent that the Information Statement has been delivered to each Minority Stockholder in accordance with the DGCL; (r) a written consent in the form attached hereto as Exhibit DN (the “Minority Stockholders’ Consent”) (A) making the determinations and taking the other actions that are necessary under the DGCL and the Charter Documents of the Company for the Company to adopt and approve this Agreement, approve the Restated Charter, and complete the Merger and the other Transactions, and (B) waiving such Minority Stockholder’s entitlement to appraisal rights in respect of the Merger, duly executed by each Minority Stockholder; (xviis) a certificate release in favor of the secretary of ER AcquisitionSurviving Corporation, Inc. substantially Parent and its Affiliates in the form attached hereto as Exhibit LO (a “Release”), duly executed by each Participating Stockholder; (t) restrictive covenant agreements with the Surviving Corporation in the form attached hereto as Exhibit P-1 or Exhibit P-2, as applicable (a “Restrictive Covenant Agreement”), duly executed by each Participating Stockholder; (u) the Certificate of Merger, duly executed by the Company; (v) the Restated Charter, duly executed by the Company; (w) evidence that each of the Parent Subscription Documents has been delivered by the Company to each Participating Stockholder for completion and execution; (x) the Employment Agreement, duly executed by Xxxxxx Xxxx; (y) the Consulting Agreements, duly executed by each Person party thereto listed on Section 2.2(y) of the Disclosure Schedule; (z) a termination and release in favor of the Company, in the form attached hereto as Exhibit Q, duly executed by CordLabs Pte Ltd; (aa) evidence satisfactory to Parent that the Company has obtained and bound the D&O Tail Policy; (bb) evidence satisfactory to Parent that the Company has obtained a six-year “tail” prepaid policy on the same terms and conditions as the existing employment practices liability insurance maintained by the Company from insurance carriers with comparable credit ratings; (cc) a copy of all documents in the electronically accessible data room provided in connection with the Transactions (the “Data Room”) on compact disc, DVD, flash drive or other portable media; (dd) phantom equity documentation with respect to the Phantom B Shares and Phantom C Shares, in in the form attached hereto as Exhibit R, duly executed by ULEHI; and (xviiiee) long-form good standing certificates of each the Company’s unaudited balance sheet as of the Company Closing Date (the “Closing Balance Sheet”). (ff) such other documents and ER Acquisition, Inc., its subsidiary, instruments as Parent reasonably requests and EXCO and each are reasonably related to the consummation of the EXCO SubsidiariesTransactions.

Company Closing Deliveries. At or prior to the Closing, the Company will Company, Member or Cannabist, as applicable, shall deliver to Buyer, each Purchaserin form and substance satisfactory to Buyer: (i) against payment of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior membership interest powers with respect to the Closing DateEquity, in each case, duly executed by the Member; (ii) a duly executed copy of evidence that all required consents, waivers and deliverables necessary, as determined by Bxxxx, under Cannabist’s (A) 6.0% secured convertible notes due 2025, (B) 9.50% senior-secured first-lien notes due 2026, and (C) 9.0% senior-secured first-lien notes due 2027 (collectively, the Registration Rights Agreement“Notes”), have been delivered or received, as applicable; (iii) a duly duly-executed copy customary Lien and guarantor release documentation from the holders of the Stockholders' AgreementNotes evidencing release and termination of all Liens on the Equity or any assets of the Company and release of any guarantees by the Company in respect thereof (“Lien Releases”); (iv) an opinion (A) certified copies of Xxxxxxthe articles of organization (certified from the Secretary of State of the State of Arizona) and the limited liability company operating agreement of the Company (collectively, Lidji & Werbnerthe “Company Governing Documents”) and (B) a certified copy of the written resolutions duly adopted by the Member and the managers of the Company approving this Agreement, counsel to the Company, dated transactions contemplated hereby and the Closing Date, performance of the Company in customary form reasonably satisfactory to the Purchaserrespect thereof; (v) an officer's a certificate of good standing (or the equivalent thereof) for the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified issued by the Secretary of State of the state State of DelawareArizona; (vi) resignations of all managers and officers of the Company and evidence of the termination of all Contracts with Insiders set forth on Schedule 3.19; (vii) a duly executed copy of evidence that the Management Purchase Agreement between the Company consents, notices and each of the participating Management Members and Friends and Family LLCauthorizations set forth on Schedule 3.2 have been obtained; (viii) duly executed copies a certificate, dated as of the Voting Agreements substantially Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in the form as attached hereto as Exhibit M (the "Voting Agreements"Section 7.2(a), Section 7.2(b), and Section 7.2(c) have been satisfied; (ix) duly properly completed and executed copies of the Stock Repurchase Agreements between the Company and IRS Forms W-9 certifying that each of the Management MembersMember and the Company is a “United States person” within the meaning of Code Section 7701(a)(30) and Code Section 1445(f)(3) and is exempt from U.S. backup withholding; (x) a duly executed copy of evidence that the Institutional Investors Stock Purchase AgreementArizona Transaction Approval has been obtained; (xi) a copy three USB copies of the Bonus PlansData Room; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a landlord estoppel certificate of the secretary of the Company substantially in the form attached hereto as Exhibit DA from the applicable landlord with respect to each Leased Real Property; (xiii) evidence of the termination of the Contracts set forth on Schedule 2.5(b)(xiii); (xiv) the updated Funds Flow pursuant to Section 2.5(c); (xv) if required by Cboe in their sole discretion, an opinion of counsel to the Company, in form and substance reasonably satisfactory to Cboe, with respect to the Company and their compliance with applicable Law; (xvi) a list of all logins, passwords and authorized Persons for all tax accounts, bank accounts, social media, customer loyalty programs, portals and similar accounts and software used by the Company; (xvii) duly executed payoff and release letters from the applicable payees of Transaction Expenses as set forth on the Estimated Closing Statement; (xviii) a certificate of the secretary of ER Acquisition, Inc. substantially transition services agreement in the form attached hereto as Exhibit LB, which shall include a royalty-free license to produce cannabis products using the “Hxxx”, “Triple 7”, and “Seed & Strain” brands, duly executed by Cannabist; (xix) evidence that (A) the Company has been released as a co-lessee from its obligations under the Master Lease Agreement No. 201217401, dated as of November 9, 2020, by and between Xtraction Services, Inc. and Columbia Care LLC (as amended, and together with all schedules and exhibits, the “Master Lease Agreement”), and (B) the lease obligations related to the equipment used or held by the Company under the Master Lease Agreement along with the purchase option in connection therewith has been assigned to the Company; and (xviiixx) long-form good standing certificates of each of such other documents or instruments as Buyer reasonably requests at least two Business Days prior to the Company Closing Date and ER Acquisition, Inc., its subsidiary, and EXCO and each of that are reasonably necessary to consummate the EXCO Subsidiariestransactions contemplated by this Agreement.

Company Closing Deliveries. At or prior to the ClosingInitial Closing and subject thereto, the Company will and Seller (as applicable) shall deliver (or cause to each Purchaserbe delivered) to Purchaser the following: (i) against payment Seller shall deliver (or cause to be delivered), simultaneously with receipt of the Tranche 1 Purchase Price thereforPrice, a validly issued certificate or all duly stamped share certificates representing evidencing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b)Initial Company Shares, which shall be in definitive form and registered endorsed in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing DatePurchaser; (ii) Seller shall deliver (or cause to be delivered) a copy of each of the Additional Agreement to which it is a party, duly executed copy of the Registration Rights Agreementby Seller; (iii) Company shall deliver (or cause to be delivered) a copy of each of the Additional Agreements to which it is a party, duly executed copy of by the Stockholders' AgreementCompany; (iv) an opinion Seller shall deliver (or cause to be delivered) duly executed and stamped share transfer forms in Form SH-4 for transfer of Xxxxxx, Lidji & Werbner, counsel to the Company, dated Initial Company Shares from the Closing Date, in customary form reasonably satisfactory Seller to the Purchaser; (v) an officer's certificate Company shall deliver (or cause to be delivered), a copy of the written consent of/resolutions passed by the stockholders and directors of the Company and Seller shall deliver (or cause to be delivered), the written consent of/resolutions passed by the stockholders and directors of the Seller (in each case, to the effect that each extent required under applicable Law), adopting, authorizing and approving this Agreement, the Additional Agreements, and the transactions contemplated hereby and the amendment and restatement of the conditions specified Company Corporate Documents and the Subsidiary Corporate Documents in Sections 7(iii), (iv) substantially the form and (v) has been satisfiedsubstance mutually agreed between the Parties and passing the Change of Name Resolution; (vi) Company shall deliver (or cause to be delivered), a copy of the Amended and Restated Certificate of Incorporation certified Board resolution passed by the Secretary of State Company for (i) taking on record the transfer of the state Initial Company Shares from the Seller to the Purchaser, (ii) making necessary amendment to the Register of DelawareMembers of the Company to record the change in ownership of the Initial Company Shares (iii) taking on record the resignations of certain existing directors of the Company as on the Initial Closing Date, (iv) taking on record the appointment of the new directors nominated by the Purchaser on to the Board of the Company (“Purchaser Nominee Directors”), and making necessary changes in the Register of Directors to reflect the change in the Board composition (v) taking on record the change in bank account signatories from the existing signatories to the signatories designate by the Purchaser, (vi) taking on record the change in name of the Company which shall occur within a period of 14 (fourteen) days from the Initial Closing Date, (vii) taking on record the cessation of the Company’s use of the Reliance Intellectual Property which shall occur within a period of 14 (fourteen) days from the Initial Closing Date, and (viii) the amendment and restatement of the Company Corporate Documents and the Subsidiary Corporate Documents in substantially the form and substance mutually agreed between the Parties; (vii) Company shall deliver (or cause to be delivered), a duly executed certificate, dated as of the Initial Closing Date, signed by an officer of the Company, enclosing (i) a true, complete and correct copy of the Management Purchase Agreement between Company Corporate Documents and the Capitalization Table of the Company and each Subsidiary, as in effect on the Initial Closing Date, and (ii) a copy of resolutions duly adopted by the Board of Directors of the participating Management Members Company authorizing this Agreement, the Additional Agreements to which the Company is a party and Friends and Family LLCthe transactions contemplated hereby; (viii) duly executed copies Company shall deliver (or cause to be delivered), a certificate, dated as of the Voting Agreements substantially Initial Closing Date, signed by an officer of the Company certifying that (a) the Company has duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with by the form Company at or prior to the Initial Closing Date, (b) the representations and warranties of the Company Group contained in this Agreement shall be true and correct as attached hereto of the date of this Agreement and as Exhibit M of the Initial Closing Date, (c) since the "Voting Agreements")date of this Agreement, there shall not have occurred any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is continuing and uncured; (ix) duly executed copies Seller shall deliver (or cause to be delivered), a certificate, dated as of the Stock Repurchase Agreements between the Company and each Initial Closing Date, signed by an officer / authorized representative of the Management MembersSeller certifying that (a) the Seller has duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with by the Seller at or prior to the Initial Closing Date, and (b) the representations and warranties of the Seller contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Initial Closing Date; (x) a Company shall deliver (or cause to be delivered) the Change of Name Certificate, duly executed copy of by the Institutional Investors Stock Purchase Agreement;Company; and (xi) Company shall deliver (or cause to be delivered) a certificate, dated as of the Initial Closing Date, signed by an officer of the Company enclosing a copy of the Bonus Plans; (xiia) duly executed copies of the Participation Agreement from forms filed by each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary entity forming part of the Company substantially in Group with the form attached hereto as Exhibit D; (xvii) a certificate jurisdictional Registrar of Companies for effecting the secretary Change of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit L; and (xviii) long-form good standing certificates of each of the Company and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO SubsidiariesName Resolution.

Company Closing Deliveries. At The Company shall have delivered to Parent the following deliveries: (a) a certificate, dated as of the Closing Date and signed by an executive officer of the Company, in form and substance reasonably satisfactory to Parent, certifying (i) that each of the conditions set forth in Sections 7.1, 7.2, 7.4 and 7.5 have been satisfied; (ii) that attached thereto are (A) the Company Organizational Documents, (B) true and complete copies of all resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the consummation of the Merger and the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the board resolutions adopted in connection with the transactions contemplated hereby and (C) the names and signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder; (b) written acknowledgements pursuant to which the Company’s outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of the Company, or who is otherwise entitled to any compensation from the Company, in connection with this Agreement or any of the transactions contemplated by this Agreement, acknowledges: (A) the total amount of fees, costs and expenses of any nature that are payable to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement; and (B) that, upon receipt of the amount referred to in clause “(A)” above, such party will have been paid in full and is not (and will not be) owed any other amount by the Company or the Company Subsidiary with respect to this Agreement or the transactions contemplated by this Agreement, and, along with each such written acknowledgement, an invoice from the applicable Person, dated no more than five (5) Business Days prior to the ClosingClosing Date, the with respect all Company will deliver Transaction Expenses estimated to each Purchaser: (i) against payment be due and payable to such Person as of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Date; (iic) a duly completed and executed copy affidavit, issued pursuant to Sections 1.897-2(h) and 1.445-2(c) of the Registration Rights AgreementTreasury Regulations, certifying that the shares of Common Stock are not United States real property interests within the meaning of Section 897(c) of the Code; (iiid) a duly executed copy of the Stockholders' AgreementPayoff Letters pursuant to Section 2.4(a); (ive) an opinion the executed Allocation Statement completed to include all of Xxxxxx, Lidji & Werbner, counsel the information required to the Company, dated the Closing Date, in customary form reasonably satisfactory to the Purchaserbe set forth therein; (vf) an officer's certificate a counterpart of the Company to Certificate of Merger, duly executed and delivered by the effect that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfiedCompany; (vig) a copy of the Amended Escrow Agreement, duly executed and Restated Certificate of Incorporation certified delivered by the Secretary of State of the state of DelawareCompany Stockholders’ Representative; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M (the "Voting Agreements"); (ix) duly executed copies of the Stock Repurchase Agreements between the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xih) a copy of the Bonus Plans; (xii) Paying Agent Agreement, duly executed copies of and delivered by the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit LCompany; and (xviiii) long-form good standing certificates of if a Section 280G Vote is required under Section 6.13 hereof, (i) the Company shall have received and delivered to Parent a Parachute Payment Waiver from each Person that is eligible to receive a payment that may constitute a “parachute payment” under Section 280G of the Company Code prior to soliciting the Section 280G Approval and ER Acquisition(ii) the Company’s shareholders shall have (A) approved, Inc., its subsidiary, and EXCO and each pursuant to the method provided for in the regulations promulgated under Section 280G of the EXCO SubsidiariesCode, any such “parachute payments” or (B) shall have voted upon and disapproved such “parachute payments,” and, as a consequence, such “parachute payments” shall not be paid or provided for in any manner and Parent and its Affiliates shall not have any Liabilities with respect to such “parachute payments”.

Company Closing Deliveries. At or prior to the Closing, the Company will Company, Members or Cannabist, as applicable, shall deliver to Buyer, each Purchaserin form and substance satisfactory to Buyer: (i) against payment membership interest powers with respect to the Equity, in each case, duly executed by each of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing DateMembers; (ii) a duly executed copy of evidence that all required consents, waivers and deliverables necessary, as determined by Bxxxx, under Cannabist’s (A) 6.0% secured convertible notes due 2025, (B) 9.50% senior-secured first-lien notes due 2026, and (C) 9.0% senior-secured first-lien notes due 2027 (collectively, the Registration Rights Agreement“Notes”), have been delivered or received, as applicable; (iii) a duly duly-executed copy customary Lien and guarantor release documentation from the holders of the Stockholders' AgreementNotes evidencing release and termination of all Liens on the Equity or any assets of the Company and release of any guarantees by the Company in respect thereof (“Lien Releases”); (iv) an opinion (A) certified copies of Xxxxxxthe articles of organization (certified from the Secretary of State of the Commonwealth of Virginia) and the limited liability company operating agreement of the Company (collectively, Lidji & Werbnerthe “Company Governing Documents”) and (B) a certified copy of the written resolutions duly adopted by the Members and the managers of the Company approving this Agreement, counsel to the Company, dated transactions contemplated hereby and the Closing Date, performance of the Company in customary form reasonably satisfactory to the Purchaserrespect thereof; (v) an officer's a certificate of good standing (or the equivalent thereof) for the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified issued by the Secretary of State of the state Commonwealth of DelawareVirginia; (vi) resignations of all managers and officers of the Company and evidence of the termination of all Contracts with Insiders set forth on Schedule 3.19; (vii) a duly executed copy of evidence that the Management Purchase Agreement between the Company consents, notices and each of the participating Management Members and Friends and Family LLCauthorizations set forth on Schedule 3.2 have been obtained; (viii) duly executed copies a certificate, dated as of the Voting Agreements substantially Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in the form as attached hereto as Exhibit M (the "Voting Agreements"Section 7.2(a), Section 7.2(b), and Section 7.2(c) have been satisfied; (ix) duly properly completed and executed copies of the Stock Repurchase Agreements between the Company and IRS Forms W-9 certifying that each of the Management MembersMembers and the Company is a “United States person” within the meaning of Code Section 7701(a)(30) and Code Section 1445(f)(3) and is exempt from U.S. backup withholding; (x) a duly executed copy of evidence that the Institutional Investors Stock Purchase AgreementVirginia Transaction Approval has been obtained; (xi) a copy three USB copies of the Bonus PlansData Room; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a landlord estoppel certificate of the secretary of the Company substantially in the form attached hereto as Exhibit DA from the applicable landlord with respect to each Leased Real Property; (xiii) evidence of the termination of the Contracts set forth on Schedule 2.5(b)(xiii); (xiv) the Promissory Note, duly executed by each of the Members and Cxxxxxxxx; (xv) the updated Funds Flow pursuant to Section 2.5(c); (xvi) if required by Cboe in their sole discretion, an opinion of counsel to the Company, in form and substance reasonably satisfactory to Cboe, with respect to the Company and their compliance with applicable Law; (xvii) a certificate list of all logins, passwords and authorized Persons for all tax accounts, bank accounts, social media, customer loyalty programs, portals and similar accounts and software used by the secretary Company; (xviii) duly executed payoff and release letters from the applicable payees of ER Acquisition, Inc. substantially Transaction Expenses as set forth on the Estimated Closing Statement; (xix) a transition services agreement in the form attached hereto as Exhibit LC, which shall include a royalty-free license to produce cannabis products using the “Hxxx”, “Triple 7” and “Seed & Strain” brands, duly executed by Cannabist; (xx) evidence that (A) the Company has been released as a co-lessee from its obligations under the Master Lease Agreement No. 201217401, dated as of November 9, 2020, by and between Xtraction Services, Inc. and Columbia Care LLC (as amended, and together with all schedules and exhibits, the “Master Lease Agreement”), and (B) the lease obligations related to the equipment used or held by the Company under the Master Lease Agreement along with the purchase option in connection therewith has been assigned to the Company; and (xviiixxi) long-form good standing certificates of each of such other documents or instruments as Buyer reasonably requests at least two Business Days prior to the Company Closing Date and ER Acquisition, Inc., its subsidiary, and EXCO and each of that are reasonably necessary to consummate the EXCO Subsidiariestransactions contemplated by this Agreement.

Company Closing Deliveries. At or prior to the Closing, the Company will deliver shall deliver, or cause to each be delivered, to the Purchaser, the Escrow Agent or the Paying Agent, as applicable, the following, any of which, if not fulfilled may be waived by the Purchaser: (ia) against payment the Certificate of Merger executed by the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing DateCompany; (iib) a duly executed copy the organizational record books and minute books of the Registration Rights Company and its Subsidiaries; (c) evidence reasonably satisfactory to the Purchaser that the Company Stockholder Approval has been obtained; (d) evidence reasonably satisfactory to the Purchaser of the repayment in full of all Closing Date Indebtedness and the termination and release in full of all Liens relating to such Closing Date Indebtedness; (e) the Stockholder Representative’s executed counterpart to the Escrow Agreement and the Paying Agent Agreement; (iiif) a duly executed copy evidence reasonably acceptable to the Purchaser that the Company has terminated the 2009 Incentive Plan, effective as of the Stockholders' AgreementEffective Time; (ivg) an opinion of Xxxxxx, Lidji & Werbner, counsel to the Company, dated the Closing Date, in customary form reasonably satisfactory to the Purchasera certificate that complies with Treasury Regulation Section 1.1445-2(c)(3); (vh) an officer's certificate written resignations of all officers and directors of the Company to the effect and its Subsidiaries that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfiedare not employees thereof; (vii) a copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the state of Delaware; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Noncompetition Agreements substantially in the form as attached hereto as of Exhibit M (the "Voting Agreements"9.2(i); (ix) , duly executed copies of the Stock Repurchase Agreements between the Company and by each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER AcquisitionXxxx Xxxxxx, Inc. substantially in the form attached hereto as Exhibit LXxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxx; and (xviiij) long-form good standing certificates of each evidence reasonably satisfactory to the Purchaser that all Closing Date Indebtedness has been or will be as of the Company Closing paid in full, all commitments and ER Acquisitiondocuments relating thereto shall have been, Inc.or will be within two (2) Business Days of the Closing, its subsidiaryterminated, all liens or security interests related thereto shall have been, or will be within two (2) Business Days of the Closing, terminated or released, and EXCO and each all pledged collateral shall have been, or will be within two (2) Business Days of the EXCO SubsidiariesClosing, returned to the Company.

Company Closing Deliveries. At or prior to the Closing, the Company will Company, Members or Cannabist, as applicable, shall deliver to Buyer, each Purchaserin form and substance satisfactory to Buyer: (i) against payment membership interest powers with respect to the Equity, in each case, duly executed by each of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing DateMembers; (ii) a duly executed copy of evidence that all required consents, waivers and deliverables necessary, as determined by Xxxxx, under Cannabist’s (A) 6.0% secured convertible notes due 2025, (B) 9.50% senior-secured first-lien notes due 2026, and (C) 9.0% senior-secured first-lien notes due 2027 (collectively, the Registration Rights Agreement“Notes”), have been delivered or received, as applicable; (iii) a duly duly-executed copy customary Lien and guarantor release documentation from the holders of the Stockholders' AgreementNotes evidencing release and termination of all Liens on the Equity or any assets of the Company and release of any guarantees by the Company in respect thereof (“Lien Releases”); (iv) an opinion (A) certified copies of Xxxxxxthe articles of organization (certified from the Secretary of State of the Commonwealth of Virginia) and the limited liability company operating agreement of the Company (collectively, Lidji & Werbnerthe “Company Governing Documents”) and (B) a certified copy of the written resolutions duly adopted by the Members and the managers of the Company approving this Agreement, counsel to the Company, dated transactions contemplated hereby and the Closing Date, performance of the Company in customary form reasonably satisfactory to the Purchaserrespect thereof; (v) an officer's a certificate of good standing (or the equivalent thereof) for the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified issued by the Secretary of State of the state Commonwealth of DelawareVirginia; (vi) resignations of all managers and officers of the Company and evidence of the termination of all Contracts with Insiders set forth on Schedule 3.19; (vii) a duly executed copy of evidence that the Management Purchase Agreement between the Company consents, notices and each of the participating Management Members and Friends and Family LLCauthorizations set forth on Schedule 3.2 have been obtained; (viii) duly executed copies a certificate, dated as of the Voting Agreements substantially Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in the form as attached hereto as Exhibit M (the "Voting Agreements"Section 7.2(a), Section 7.2(b), and Section 7.2(c) have been satisfied; (ix) duly properly completed and executed copies of the Stock Repurchase Agreements between the Company and IRS Forms W-9 certifying that each of the Management MembersMembers and the Company is a “United States person” within the meaning of Code Section 7701(a)(30) and Code Section 1445(f)(3) and is exempt from U.S. backup withholding; (x) a duly executed copy of evidence that the Institutional Investors Stock Purchase AgreementVirginia Transaction Approval has been obtained; (xi) a copy three USB copies of the Bonus PlansData Room; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a landlord estoppel certificate of the secretary of the Company substantially in the form attached hereto as Exhibit DA from the applicable landlord with respect to each Leased Real Property; (xiii) evidence of the termination of the Contracts set forth on Schedule 2.5(b)(xiii); (xiv) the Promissory Note, duly executed by each of the Members and Xxxxxxxxx; (xv) the updated Funds Flow pursuant to Section 2.5(c); (xvi) if required by Cboe in their sole discretion, an opinion of counsel to the Company, in form and substance reasonably satisfactory to Cboe, with respect to the Company and their compliance with applicable Law; (xvii) a certificate list of all logins, passwords and authorized Persons for all tax accounts, bank accounts, social media, customer loyalty programs, portals and similar accounts and software used by the secretary Company; (xviii) duly executed payoff and release letters from the applicable payees of ER Acquisition, Inc. substantially Transaction Expenses as set forth on the Estimated Closing Statement; (xix) a transition services agreement in the form attached hereto as Exhibit LC, which shall include a royalty-free license to produce cannabis products using the “Xxxx”, “Triple 7” and “Seed & Strain” brands, duly executed by Cannabist; (xx) evidence that (A) the Company has been released as a co-lessee from its obligations under the Master Lease Agreement No. 201217401, dated as of November 9, 2020, by and between Xtraction Services, Inc. and Columbia Care LLC (as amended, and together with all schedules and exhibits, the “Master Lease Agreement”), and (B) the lease obligations related to the equipment used or held by the Company under the Master Lease Agreement along with the purchase option in connection therewith has been assigned to the Company; and (xviiixxi) long-form good standing certificates of each of such other documents or instruments as Buyer reasonably requests at least two Business Days prior to the Company Closing Date and ER Acquisition, Inc., its subsidiary, and EXCO and each of that are reasonably necessary to consummate the EXCO Subsidiariestransactions contemplated by this Agreement.

Company Closing Deliveries. At or prior to the Closing, the Company will deliver to each Purchaser: (i) against payment of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Date; (ii) a duly executed copy of the Registration Rights Agreement; (iii) a duly executed copy of the Stockholders' Agreement; (iv) an opinion of Xxxxxx, Lidji & Werbner, counsel to the Company, dated the Closing Date, in customary form reasonably satisfactory to the Purchaser; (v) an officer's certificate of the Company to the effect that each of the conditions specified in Sections 7(iii7(i), (iii), (iv), (v), (vi) and (vvii) has been satisfied; (vi) a copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the state of Delaware; (vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC; (viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M (the "Voting Agreements"); (ix) duly executed copies of the Stock Repurchase Agreements between the Company and each of the Management Members; (x) a duly executed copy of the Institutional Investors Stock Purchase Agreement; (xi) a copy of the Bonus Plans; (xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans; (xiii) a copy of the Stock Participation Plan; (xiv) duly executed copies of the Promissory Notes; (xv) a duly executed copy of the Contribution Agreement; (xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D; (xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit L; and (xviii) long-form good standing certificates of each of the Company and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO Subsidiaries.