Common use of Deliveries and Closing Actions Clause in Contracts

Deliveries and Closing Actions. At the Closing: (A) Seller Representative shall deliver to Buyer: (1) a duly executed certificate from an authorized Person of each of the Sellers, in the form attached hereto as Exhibit B, dated as of the Closing Date, certifying that the conditions set forth in Section 2.6(b)(i) and Section 2.6(b)(ii) have been satisfied, as applicable; (2) a true and complete copy of the resolutions of the board of managers of Hillstone Parent, certified by an authorized Person of Hillstone Parent, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by Hillstone Parent of its obligations hereunder and thereunder; and (3) a true and complete copy of the resolutions of the board of managers or other governing body of each of the Selling Blocker Equityholders, certified by an authorized officer of such Selling Blocker Equityholder, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by such Person of its obligations hereunder and thereunder; (B) Seller Representative shall deliver to Buyer a counterpart to that certain assignment by and between Buyer and Sellers attached hereto as Exhibit C (the “Purchased Equity Assignment”) pursuant to which Sellers shall assign to Buyer the Purchased Equity at the Closing, duly executed by Seller Representative; (C) Seller Representative shall deliver to Buyer (1) that certain assignment and assumption agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit D-1 (the “Hillstone Asset Assignment”) pursuant to which HEP ShaleApps shall assign to the Company the Hillstone Assigned Assets, duly executed by HEP ShaleApps and the Company and (2) that certain intellectual property assignment and assumption agreement by and between one or more members of the Company Group and HEP ShaleApps attached hereto as Exhibit D-2 (the “IP Assignment”) pursuant to which the applicable member(s) of the Company Group shall assign to HEP ShaleApps all of the Assigned IP, duly executed by such member(s) of the Company Group and HEP ShaleApps; (D) Seller Representative shall deliver to Buyer a counterpart to that certain escrow agreement by and among Buyer, Seller Representative and the Escrow Agent attached hereto as Exhibit E (the “Escrow Agreement”), duly executed by Seller Representative; (1) Seller Representative shall deliver to Buyer a certificate from Hillstone Parent conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) (modified to take into account Section 1446(f) of the Code) and IRS Notice 2018-29 certifying that Hillstone Parent is not a “foreign person” within the meaning of Sections 1445 and 1446(f) of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by Hillstone Parent (or a properly completed and executed IRS Form W-9 for Hillstone Parent meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v) and 1.1446(f)-2(b)(2)) and (2) either (x) Seller Representative shall deliver to Buyer a certificate from each Selling Blocker Equityholder conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that such Selling Blocker Equityholder is not a “foreign person” within the meaning of Section 1445 of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by such Selling Blocker Equityholder (or a properly completed and executed IRS Form W-9 for each Selling Blocker Equityholder meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v)) or (y) each GGC Blocker shall deliver to Buyer a notice and statement in form and substance reasonably satisfactory to Buyer conforming to the applicable requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c), dated as of the Closing Date and duly executed by such GGC Blocker, together with written authorization for Buyer to deliver such notice and statement to the IRS on behalf of such GGC Blocker after the Closing; (F) Seller Representative shall deliver to Buyer the written resignations, effective as of the Closing, of those directors, managers and officers (in their capacities as such) of each Acquired Entity appointed or designated to such positions by Sellers or their respective Affiliates as set forth in Schedule 2.6(b)(v)(F); (G) Seller Representative shall deliver to Buyer at least three (3) Business Days prior to the Closing Date a customary payoff letter from each holder of Indebtedness for Borrowed Money (each, a “Payoff Letter”) and which Payoff Letter shall authorize the release of all Liens securing such Indebtedness; each Payoff Letter is to become effective immediately upon (i) execution by the borrowers of such Indebtedness of such Payoff Letter and (ii) payment in full by Buyer of all obligations with respect thereto; (H) Seller Representative shall deliver to Buyer that certain transition services agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit F (the “Transition Services Agreement”), duly executed by HEP ShaleApps and the Company; and (I) Seller Representative shall deliver good standing certificates (or comparable certificates) for the applicable secretary of state (or other applicable Governmental Entity) dated not earlier than fifteen (15) calendar days before the Closing Date for each of the Acquired Entities.

Deliveries and Closing Actions. At or prior to the Closing: (Ai) Seller Representative the Company shall deliver to Buyer: (1) Vistas a duly executed certificate from an authorized Person of each executive officer of the Sellers, in the form attached hereto as Exhibit BCompany, dated as of the Closing Date, certifying (1) that the conditions set forth in Section 2.6(b)(i8.2(a), Section 8.2(b) and Section 2.6(b)(ii8.2(c) have been satisfied, as applicable; (2) a true that the Governing Documents of the Company, Pubco, Vistas Merger Sub and complete copy of Anghami Merger Sub attached thereto are in full force and effect, and (3) that the resolutions of the board of managers of Hillstone ParentCompany, certified by an authorized Person of Hillstone ParentPubco, Vistas Merger Sub and Anghami Merger Sub approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by Hillstone Parent of its obligations hereunder and thereunder; and (3) a true and complete copy of the resolutions of the board of managers or other governing body of each of the Selling Blocker Equityholders, certified by an authorized officer of such Selling Blocker Equityholder, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by such Person of its obligations hereunder and thereundertransactions contemplated hereby were duly adopted; (Bii) Seller Representative the Company shall deliver have delivered to Buyer Vistas the Written Consent and the Acknowledgements; (iii) Vistas shall have received a Restrictive Covenant Agreement for each applicable Company Shareholder identified on the Company Shareholder Schedule, duly executed by such Company Shareholder and Pubco; (iv) Vistas shall have received a duly executed signature page or joinder (in the form attached thereto) to the Lock-Up Agreement in the form attached hereto as Exhibit B (the “Lock-Up Agreement”) for each applicable Company Shareholder identified on the Company Shareholder Schedule, duly executed by such Company Shareholder and Pubco; (v) Vistas shall have received a counterpart to that certain assignment by and between Buyer and Sellers a registration rights agreement in the form attached hereto as Exhibit C (the “Purchased Equity AssignmentRegistration Rights Agreement”) pursuant to which Sellers shall assign to Buyer the Purchased Equity at the Closing, duly executed by Seller RepresentativePubco and the Company Shareholders identified on the Company Shareholder Schedule; (Cvi) Seller Representative Vistas shall deliver have received a counterpart to Buyer (1) that certain assignment and assumption a letter agreement by and between HEP ShaleApps and in the Company form attached hereto as Exhibit D-1 D (the “Hillstone Asset AssignmentSponsor Letter Agreement”) pursuant to which HEP ShaleApps shall assign to the Company the Hillstone Assigned Assets, duly executed by HEP ShaleApps and the Company and (2) that certain intellectual property assignment and assumption agreement by and between one or more members of the Company Group and HEP ShaleApps attached hereto as Exhibit D-2 (the “IP Assignment”) pursuant to which the applicable member(s) of the Company Group shall assign to HEP ShaleApps all of the Assigned IP, duly executed by such member(s) of the Company Group and HEP ShaleApps; (D) Seller Representative shall deliver to Buyer a counterpart to that certain escrow agreement by and among Buyer, Seller Representative and the Escrow Agent attached hereto as Exhibit E (the “Escrow Agreement”), duly executed by Seller Representative; (1) Seller Representative shall deliver to Buyer a certificate from Hillstone Parent conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) (modified to take into account Section 1446(f) of the Code) and IRS Notice 2018-29 certifying that Hillstone Parent is not a “foreign person” within the meaning of Sections 1445 and 1446(f) of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by Hillstone Parent (or a properly completed and executed IRS Form W-9 for Hillstone Parent meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v) and 1.1446(f)-2(b)(2)) and (2) either (x) Seller Representative shall deliver to Buyer a certificate from each Selling Blocker Equityholder conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that such Selling Blocker Equityholder is not a “foreign person” within the meaning of Section 1445 of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by such Selling Blocker Equityholder (or a properly completed and executed IRS Form W-9 for each Selling Blocker Equityholder meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v)) or (y) each GGC Blocker shall deliver to Buyer a notice and statement in form and substance reasonably satisfactory to Buyer conforming to the applicable requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c), dated as of the Closing Date and duly executed by such GGC Blocker, together with written authorization for Buyer to deliver such notice and statement to the IRS on behalf of such GGC Blocker after the Closing; (F) Seller Representative shall deliver to Buyer the written resignations, effective as of the Closing, of those directors, managers and officers (in their capacities as such) of each Acquired Entity appointed or designated to such positions by Sellers or their respective Affiliates as set forth in Schedule 2.6(b)(v)(F); (G) Seller Representative shall deliver to Buyer at least three (3) Business Days prior to the Closing Date a customary payoff letter from each holder of Indebtedness for Borrowed Money (each, a “Payoff Letter”) and which Payoff Letter shall authorize the release of all Liens securing such Indebtedness; each Payoff Letter is to become effective immediately upon (i) execution by the borrowers of such Indebtedness of such Payoff Letter and (ii) payment in full by Buyer of all obligations with respect thereto; (H) Seller Representative shall deliver to Buyer that certain transition services agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit F (the “Transition Services Agreement”), duly executed by HEP ShaleApps and the CompanyPubco; and (Ivii) Seller Representative Vistas shall deliver good standing certificates (or comparable certificates) for have received evidence reasonably acceptable to Vistas that the applicable secretary Contracts set forth on the Terminated Contracts Schedule involving any of state (the Anghami Companies and/or Company Shareholders or other applicable Governmental Entity) dated not earlier than fifteen (15) calendar days before the Closing Date for each Related Parties shall have been terminated with no further obligation or Liability of the Acquired EntitiesAnghami Companies thereunder.

Deliveries and Closing Actions. At the Closing: (A) Seller Representative Parent shall deliver to Buyer: (1) Seller, a duly executed certificate from an authorized Person officer of each member of the SellersBuyer Group, in substantially the form attached hereto as Exhibit BI, dated as of the Closing Date, certifying that the conditions set forth in Section 2.6(b)(i2.6(c)(i) and through Section 2.6(b)(ii2.6(c)(ii) have been satisfied, as applicable; (2) a true and complete copy of the resolutions of the board of managers of Hillstone Parent, certified by an authorized Person of Hillstone Parent, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by Hillstone Parent of its obligations hereunder and thereunder; and (3) a true and complete copy of the resolutions of the board of managers or other governing body of each of the Selling Blocker Equityholders, certified by an authorized officer of such Selling Blocker Equityholder, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by such Person of its obligations hereunder and thereunder; (B) Seller Representative Buyer shall deliver to Buyer a counterpart Seller, by wire transfer of immediately available funds to that certain assignment the account designated in writing by and between Buyer and Sellers attached hereto as Exhibit C (the “Purchased Equity Assignment”) pursuant Seller to which Sellers shall assign to Buyer Buyer, in partial consideration for the Purchased Equity at Units, an amount equal to the Closing, duly executed by Seller RepresentativeInitial Purchase Price; (C) Seller Representative Parent shall deliver deliver, or cause to Buyer (1) that certain assignment and assumption agreement by and between HEP ShaleApps and be delivered, to Seller, as remaining consideration for the Company attached hereto as Exhibit D-1 (Purchased Units, the “Hillstone Asset Assignment”) pursuant to which HEP ShaleApps shall assign to the Company the Hillstone Assigned Assets, duly executed by HEP ShaleApps and the Company and (2) that certain intellectual property assignment and assumption agreement by and between one or more members of the Company Group and HEP ShaleApps attached hereto as Exhibit D-2 (the “IP Assignment”) pursuant to which the applicable member(s) of the Company Group shall assign to HEP ShaleApps all of the Assigned IP, duly executed by such member(s) of the Company Group and HEP ShaleAppsRollover Class B Stock; (D) Parent shall deliver, or cause to be delivered, to Seller, the Seller Representative Holdings Units; (E) Parent shall deliver to Buyer Seller a counterpart to that certain escrow the A&R LLC Agreement, duly executed by Parent and Holdings; (F) Parent shall deliver to Seller a counterpart to the Registration Rights Agreement, duly executed by Parent; (G) Parent shall deliver to Seller a counterpart to the Director Nomination Agreement, duly executed by Parent; (H) Parent shall deliver to Seller the voting agreement by and among Buyer, Seller Representative and in substantially the Escrow Agent form attached hereto as Exhibit E J (the “Escrow Sponsor Voting Agreement”), duly executed by Seller RepresentativeBoxwood Sponsor LLC and the Company; (1I) Seller Representative Parent shall deliver to Buyer a certificate from Hillstone Parent conforming to Seller the applicable requirements of Treasury Regulation Section 1.1445sponsor lock-2(b)(2) (modified to take into account Section 1446(f) of up agreement in substantially the Code) and IRS Notice 2018-29 certifying that Hillstone Parent is not a “foreign person” within the meaning of Sections 1445 and 1446(f) of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by Hillstone Parent (or a properly completed and executed IRS Form W-9 for Hillstone Parent meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v) and 1.1446(f)-2(b)(2)) and (2) either (x) Seller Representative shall deliver to Buyer a certificate from each Selling Blocker Equityholder conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that such Selling Blocker Equityholder is not a “foreign person” within the meaning of Section 1445 of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by such Selling Blocker Equityholder (or a properly completed and executed IRS Form W-9 for each Selling Blocker Equityholder meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v)) or (y) each GGC Blocker shall deliver to Buyer a notice and statement in form and substance reasonably satisfactory to Buyer conforming to the applicable requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c), dated as of the Closing Date and duly executed by such GGC Blocker, together with written authorization for Buyer to deliver such notice and statement to the IRS on behalf of such GGC Blocker after the Closing; (F) Seller Representative shall deliver to Buyer the written resignations, effective as of the Closing, of those directors, managers and officers (in their capacities as such) of each Acquired Entity appointed or designated to such positions by Sellers or their respective Affiliates as set forth in Schedule 2.6(b)(v)(F); (G) Seller Representative shall deliver to Buyer at least three (3) Business Days prior to the Closing Date a customary payoff letter from each holder of Indebtedness for Borrowed Money (each, a “Payoff Letter”) and which Payoff Letter shall authorize the release of all Liens securing such Indebtedness; each Payoff Letter is to become effective immediately upon (i) execution by the borrowers of such Indebtedness of such Payoff Letter and (ii) payment in full by Buyer of all obligations with respect thereto; (H) Seller Representative shall deliver to Buyer that certain transition services agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit F K (the “Transition Services Sponsor Lock-Up Agreement”), duly executed by HEP ShaleApps Boxwood Sponsor LLC and the Company; (J) Buyer Group shall pay an aggregate amount equal to the Estimated Transaction Expenses to the payees thereof as set forth on the Estimated Closing Statement delivered to Buyer pursuant to Section 2.3, by wire transfer of immediately available funds to the accounts designated by such payees; and (IK) Seller Representative Buyer Group shall deliver good standing certificates (or comparable certificates) pay all Indebtedness for the applicable secretary of state (or other applicable Governmental Entity) dated not earlier than fifteen (15) calendar days before Borrowed Money pursuant to Payoff Letters delivered to Buyer prior to the Closing Date for each by the Atlas Companies to the payees set forth on such payoff letters, by wire transfer of immediately available funds to the Acquired Entitiesaccounts designated by such payees.

Deliveries and Closing Actions. At the Closing: (A) Seller Representative Buyer or Buyer Parent, as applicable, shall deliver to BuyerSeller Representative: (1) a duly executed certificate from an authorized Person officer of each of the Sellers, Buyer and Buyer Parent in the form attached hereto as Exhibit BG, dated as of the Closing Date, certifying that the conditions set forth in Section 2.6(b)(i2.6(c)(i) and Section 2.6(b)(ii2.6(c)(ii) have been satisfied, as applicable; (2) a true and complete copy of the resolutions of the board of managers directors of Hillstone Buyer, certified by an authorized Person of Buyer, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by Buyer of its obligations hereunder and thereunder; and (3) a true and complete copy of the resolutions of the board of directors of Buyer Parent, certified by an authorized Person of Hillstone Buyer Parent, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by Hillstone Buyer Parent of its obligations hereunder and thereunder; and (3) a true and complete copy of the resolutions of the board of managers or other governing body of each of the Selling Blocker Equityholders, certified by an authorized officer of such Selling Blocker Equityholder, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by such Person of its obligations hereunder and thereunder; (B) Seller Representative Buyer shall deliver to Buyer a counterpart Sellers, by wire transfer of immediately available funds to that certain assignment the account(s) designated in writing by and between Buyer and Sellers attached hereto as Exhibit C Seller Representative to Buyer, in consideration for the Purchased Equity, an amount equal to (x) the “Purchased Equity Assignment”Initial Purchase Price, minus (y) pursuant the Adjustment Escrow Funds, minus (z) an amount equal to which the Deposit (which, subject to Section 8.2, Sellers shall assign to Buyer retain and which shall be credited towards payment of the Purchased Equity at the Closing, duly executed by Seller RepresentativeInitial Purchase Price); (C) Seller Representative Buyer shall deliver the Adjustment Escrow Funds to Buyer (1) that certain assignment and assumption agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit D-1 Escrow Agent for deposit into a non-interest bearing escrow account (the “Hillstone Asset AssignmentAdjustment Escrow Account”) ), established pursuant to which HEP ShaleApps shall assign to the Company the Hillstone Assigned Assets, duly executed by HEP ShaleApps and the Company and (2) that certain intellectual property assignment and assumption agreement by and between one or more members terms of the Company Group and HEP ShaleApps attached hereto as Exhibit D-2 (the “IP Assignment”) pursuant to which the applicable member(s) of the Company Group shall assign to HEP ShaleApps all of the Assigned IP, duly executed by such member(s) of the Company Group and HEP ShaleAppsEscrow Agreement; (D) Seller Representative Buyer shall deliver pay an aggregate amount equal to the Estimated Transaction Expenses to the payees thereof as set forth on the Estimated Closing Statement delivered to Buyer a counterpart pursuant to that certain escrow agreement Section 2.3 by and among Buyer, Seller Representative and wire transfer of immediately available funds to the Escrow Agent attached hereto as Exhibit E (the “Escrow Agreement”), duly executed accounts designated by Seller Representativesuch payees; (1E) Buyer shall pay all Indebtedness for Borrowed Money pursuant to Payoff Letters delivered to Buyer prior to the Closing by Seller Representative shall deliver to Buyer a certificate from Hillstone Parent conforming to the applicable requirements payees set forth on such Payoff Letters by wire transfer of Treasury Regulation Section 1.1445-2(b)(2) (modified to take into account Section 1446(f) of the Code) and IRS Notice 2018-29 certifying that Hillstone Parent is not a “foreign person” within the meaning of Sections 1445 and 1446(f) of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by Hillstone Parent (or a properly completed and executed IRS Form W-9 for Hillstone Parent meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v) and 1.1446(f)-2(b)(2)) and (2) either (x) Seller Representative shall deliver to Buyer a certificate from each Selling Blocker Equityholder conforming immediately available funds to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that such Selling Blocker Equityholder is not a “foreign person” within the meaning of Section 1445 of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed accounts designated by such Selling Blocker Equityholder (or a properly completed and executed IRS Form W-9 for each Selling Blocker Equityholder meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v)) or (y) each GGC Blocker shall deliver to Buyer a notice and statement in form and substance reasonably satisfactory to Buyer conforming to the applicable requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c), dated as of the Closing Date and duly executed by such GGC Blocker, together with written authorization for Buyer to deliver such notice and statement to the IRS on behalf of such GGC Blocker after the Closingpayees; (F) Seller Representative Buyer shall deliver to Buyer Seller Representative a counterpart to the written resignationsPurchased Equity Assignment, effective as of the Closing, of those directors, managers and officers (in their capacities as such) of each Acquired Entity appointed or designated to such positions duly executed by Sellers or their respective Affiliates as set forth in Schedule 2.6(b)(v)(F);Buyer; and (G) Seller Representative Buyer shall deliver to Buyer at least three (3) Business Days prior Seller Representative a counterpart to the Closing Date a customary payoff letter from each holder of Indebtedness for Borrowed Money (each, a “Payoff Letter”) and which Payoff Letter shall authorize the release of all Liens securing such Indebtedness; each Payoff Letter is to become effective immediately upon (i) execution by the borrowers of such Indebtedness of such Payoff Letter and (ii) payment in full by Buyer of all obligations with respect thereto; (H) Seller Representative shall deliver to Buyer that certain transition services agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit F (the “Transition Services Escrow Agreement”), duly executed by HEP ShaleApps and the Company; and (I) Seller Representative shall deliver good standing certificates (or comparable certificates) for the applicable secretary of state (or other applicable Governmental Entity) dated not earlier than fifteen (15) calendar days before the Closing Date for each of the Acquired EntitiesBuyer.

Deliveries and Closing Actions. At the Closing: (Ai) Seller Representative the Buyer shall deliver the payments required to be made at Closing in accordance with Section 2.2; (ii) the Buyer shall deliver, or cause to be delivered the Buyer Class V Voting Stock in accordance with Section 2.1; (iii) Buyer shall deliver to Sellers the Assignment Agreement, duly executed by Buyer:; (1iv) a Buyer shall deliver to Sellers the Redemption Agreement, duly executed certificate from an authorized Person of each of by Buyer; (v) the SellersBuyer shall deliver to Sellers the Company A&R LLCA, duly executed by the Buyer and the Company; (vi) the Buyer shall deliver to Sellers the Tax Receivable Agreement, duly executed by the Buyer; (vii) the Buyer shall deliver to Sellers the Investor Rights Agreement, duly executed by the Buyer and Sponsor; (viii) the Buyer shall deliver to Sellers the Standstill Agreement, duly executed by the Buyer, the Sponsor and the Founder Holders (as defined in the form attached hereto as Exhibit B, dated as of Standstill Agreement); (ix) the Closing Date, certifying Buyer shall deliver to Sellers evidence that the conditions set forth Domestication is complete and effective; (x) the Buyer shall deliver to Sellers evidence that, immediately after the Closing, the Buyer Board is comprised of ten (10) directors and that the Seller Directors (as defined in Section 2.6(b)(i) and Section 2.6(b)(iithe Investor Rights Agreement) have been satisfied, as applicableappointed to the Buyer Board; (2xi) a true and complete copy the Buyer will cause those members of the resolutions Buyer Board that is in existence immediately following the Closing and nominated by the Sponsor to deliver signature pages to a written consent of Buyer that adopts both the Pubco Dividend Policy and the Company Distribution Policy, each to be held in escrow pending the consummation of the board of managers of Hillstone Parent, certified by an authorized Person of Hillstone Parent, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by Hillstone Parent of its obligations hereunder and thereunderClosing; and (3xii) a true and complete copy of the resolutions of the board of managers or other governing body of each of the Selling Blocker Equityholders, certified by an authorized officer of such Selling Blocker Equityholder, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by such Person of its obligations hereunder and thereunder; (B) Seller Representative Buyer shall deliver to Buyer a counterpart to that certain assignment by and between Buyer and Sellers attached hereto as Exhibit C (the “Purchased Equity Assignment”) pursuant to which Sellers shall assign to Buyer Company the Purchased Equity at the ClosingXxxxxxxx Offer Letter, duly executed by Seller Representative; (C) Seller Representative shall deliver to Buyer (1) that certain assignment and assumption agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit D-1 (the “Hillstone Asset Assignment”) pursuant to which HEP ShaleApps shall assign to the Company the Hillstone Assigned Assets, duly executed by HEP ShaleApps and the Company and (2) that certain intellectual property assignment and assumption agreement by and between one or more members of the Company Group and HEP ShaleApps attached hereto as Exhibit D-2 (the “IP Assignment”) pursuant to which the applicable member(s) of the Company Group shall assign to HEP ShaleApps all of the Assigned IP, duly executed by such member(s) of the Company Group and HEP ShaleApps; (D) Seller Representative shall deliver to Buyer a counterpart to that certain escrow agreement by and among Buyer, Seller Representative and the Escrow Agent attached hereto as Exhibit E (the “Escrow Agreement”), duly executed by Seller Representative; (1) Seller Representative shall deliver to Buyer a certificate from Hillstone Parent conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) (modified to take into account Section 1446(f) of the Code) and IRS Notice 2018-29 certifying that Hillstone Parent is not a “foreign person” within the meaning of Sections 1445 and 1446(f) of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by Hillstone Parent (or a properly completed and executed IRS Form W-9 for Hillstone Parent meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v) and 1.1446(f)-2(b)(2)) and (2) either (x) Seller Representative shall deliver to Buyer a certificate from each Selling Blocker Equityholder conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that such Selling Blocker Equityholder is not a “foreign person” within the meaning of Section 1445 of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by such Selling Blocker Equityholder (or a properly completed and executed IRS Form W-9 for each Selling Blocker Equityholder meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v)) or (y) each GGC Blocker shall deliver to Buyer a notice and statement in form and substance reasonably satisfactory to Buyer conforming to the applicable requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c), dated as of the Closing Date and duly executed by such GGC Blocker, together with written authorization for Buyer to deliver such notice and statement to the IRS on behalf of such GGC Blocker after the Closing; (F) Seller Representative shall deliver to Buyer the written resignations, effective as of the Closing, of those directors, managers and officers (in their capacities as such) of each Acquired Entity appointed or designated to such positions by Sellers or their respective Affiliates as set forth in Schedule 2.6(b)(v)(F); (G) Seller Representative shall deliver to Buyer at least three (3) Business Days prior to the Closing Date a customary payoff letter from each holder of Indebtedness for Borrowed Money (each, a “Payoff Letter”) and which Payoff Letter shall authorize the release of all Liens securing such Indebtedness; each Payoff Letter is to become effective immediately upon (i) execution by the borrowers of such Indebtedness of such Payoff Letter and (ii) payment in full by Buyer of all obligations with respect thereto; (H) Seller Representative shall deliver to Buyer that certain transition services agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit F (the “Transition Services Agreement”), duly executed by HEP ShaleApps and the Company; and (I) Seller Representative shall deliver good standing certificates (or comparable certificates) for the applicable secretary of state (or other applicable Governmental Entity) dated not earlier than fifteen (15) calendar days before the Closing Date for each of the Acquired Entities.

Deliveries and Closing Actions. At the Closing: (A) Seller Representative the Company shall deliver to Buyer: (1) Parent a duly executed certificate from an authorized Person of each of the Sellers, Company in the form attached hereto as Exhibit BE, dated as of the Closing Date, certifying (1) that the conditions set forth in Section 2.6(b)(i2.4(b)(i) and Section 2.6(b)(ii2.4(b)(ii) have been satisfied, as applicable; (2) a true that the Governing Documents of the Company attached thereto are in full force and complete copy of effect, and (3) that the resolutions of the board of managers of Hillstone Parent, certified by an authorized Person of Hillstone Parent, Board and the Equityholder approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by Hillstone Parent of its obligations hereunder and thereunder; and (3) a true and complete copy of the resolutions of the board of managers or other governing body of each of the Selling Blocker Equityholders, certified by an authorized officer of such Selling Blocker Equityholder, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by such Person of its obligations hereunder and thereundertransactions contemplated hereby were duly adopted; (B) Seller Representative the Company shall deliver to Buyer Parent a counterpart to that certain assignment by and between Buyer and Sellers duly executed certificate from an authorized Person of the Company in the form attached hereto as Exhibit C (the “Purchased Equity Assignment”) pursuant to which Sellers shall assign to Buyer the Purchased Equity at the Closing, duly executed by Seller Representative; (C) Seller Representative shall deliver to Buyer (1) that certain assignment and assumption agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit D-1 (the “Hillstone Asset Assignment”) pursuant to which HEP ShaleApps shall assign to the Company the Hillstone Assigned Assets, duly executed by HEP ShaleApps and the Company and (2) that certain intellectual property assignment and assumption agreement by and between one or more members of the Company Group and HEP ShaleApps attached hereto as Exhibit D-2 (the “IP Assignment”) pursuant to which the applicable member(s) of the Company Group shall assign to HEP ShaleApps all of the Assigned IP, duly executed by such member(s) of the Company Group and HEP ShaleApps; (D) Seller Representative shall deliver to Buyer a counterpart to that certain escrow agreement by and among Buyer, Seller Representative and the Escrow Agent attached hereto as Exhibit E (the “Escrow Agreement”), duly executed by Seller Representative; (1) Seller Representative shall deliver to Buyer a certificate from Hillstone Parent conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) (modified to take into account Section 1446(f) of the Code) and IRS Notice 2018-29 certifying that Hillstone Parent is not a “foreign person” within the meaning of Sections 1445 and 1446(f) of the Code, in form and substance reasonably satisfactory to BuyerF, dated as of the Closing Date certifying that the condition set forth in Section 2.4(b)(iv) and duly executed by Hillstone Section 2.4(b)(viii) has been met (together with supporting documentation reasonably satisfactory to the Parent); (C) The Company shall deliver to Parent (or i) a certificate in the form of Exhibit G, as provided in Code Section 1445(b)(2), stating under penalties of perjury that the Equityholder is not a foreign Person within the meaning of Code Section 1445(f)(3) and (ii) a properly completed and executed IRS Form W-9 for Hillstone Parent meeting W-9; (D) the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v) and 1.1446(f)-2(b)(2)) and (2) either (x) Seller Representative Company shall deliver to Buyer Parent a certificate from warrant purchase agreement, duly executed by the Company Warrantholder and Alta Enterprises, LLC, in a form reasonably acceptable to Parent; (E) the Company shall deliver to Parent a Participant Release Agreement in substantially the form attached hereto as Exhibit H, duly executed by each Selling Blocker Equityholder conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that such Selling Blocker Equityholder is not a “foreign person” within the meaning of Section 1445 of the CodeKey Employees and evidence, in form and substance reasonably satisfactory to BuyerParent, dated as of the Closing Date and duly executed by such Selling Blocker Equityholder (or a properly completed and executed IRS Form W-9 for each Selling Blocker Equityholder meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v)) or (y) each GGC Blocker shall deliver to Buyer a notice and statement in form and substance reasonably satisfactory to Buyer conforming to the applicable requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c), dated as termination of the Closing Date and duly executed by such GGC Blocker, together with written authorization for Buyer to deliver such notice and statement to the IRS on behalf of such GGC Blocker after the ClosingCompany’s equity linked plan; (F) Seller Representative the Company shall deliver have delivered to Buyer Parent copies of all invoices received by the written resignationsCompany for Transaction Expenses payable by the Company from third parties prior to or in connection with the Closing together with Contracts or engagement letters governing the services of such third parties for which such invoice is being provided, effective as of the Closing, of those directors, managers and officers (in their capacities as such) of each Acquired Entity appointed or designated to such positions by Sellers or their respective Affiliates as set forth in Schedule 2.6(b)(v)(F); (G) Seller Representative shall deliver to Buyer at least three (3) Business Days prior to Closing; (G) the Closing Date a customary Company shall deliver to Parent payoff letter from each holder of letters with respect to Indebtedness for Borrowed Money (eachMoney, a “Payoff Letter”) with an agreement either to provide and file or to authorize Parent’s filing of termination statements on Form UCC-3, or other appropriate releases following any payoff thereof, which Payoff Letter shall authorize the when filed will release of and satisfy any and all Liens securing related to such Indebtedness; each Payoff Letter is , which shall include any reasonable comments received from Parent (drafts of which shall have been provided to become effective immediately upon Parent At least three (i3) execution by Business Days prior to the borrowers of such Indebtedness of such Payoff Letter and (ii) payment in full by Buyer of all obligations with respect theretoClosing); (H) Seller Representative Equityholder shall deliver to Buyer Parent the Company Shareholder Approval; (I) Equityholder shall deliver to Parent a counterpart to that certain transition services registration rights agreement by and between HEP ShaleApps among Parent and Equityholder, in the Company form attached hereto as Exhibit F I (the “Transition Services Registration Rights Agreement”), duly executed by HEP ShaleApps and the Company; and (IJ) Seller Representative The Company shall deliver good standing certificates (or comparable certificates) for the applicable secretary of state (or other applicable Governmental Entity) dated not earlier than fifteen (15) calendar days before to Parent the Closing Date for each of the Acquired EntitiesSettlement Statement duly executed by Company and Equityholder.

Deliveries and Closing Actions. At the Closing, Sellers shall deliver to Buyers: (A) Seller Representative shall deliver to Buyer: (1) a duly executed certificate from an authorized Person of each of the Sellers, in the form attached hereto as Exhibit BPartnership, dated as of the Closing Date, certifying that the conditions set forth in Section 2.6(b)(i2.5(b)(i) and Section 2.6(b)(ii2.5(b)(ii) have been satisfied, as applicable; (2) a true and complete copy of the resolutions of the board of managers of Hillstone Parent, certified by an authorized Person of Hillstone Parent, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by Hillstone Parent of its obligations hereunder and thereunder; and (3) a true and complete copy of the resolutions of the board of managers or other governing body of each of the Selling Blocker Equityholders, certified by an authorized officer of such Selling Blocker Equityholder, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by such Person of its obligations hereunder and thereunder; (B) Seller Representative shall deliver to Buyer a duly executed counterpart to that certain the assignment by and between Buyer and Sellers substantially in the form attached hereto as Exhibit C (the “Purchased Equity Assignment”) pursuant to which Sellers shall assign to Buyer the Purchased Equity at the ClosingA, duly executed by Seller Representativeeach Seller; (C) Seller Representative shall deliver (x) a customary payoff letter in respect of the Holdings First Lien Credit Agreement confirming the total payment required to Buyer be made as of the Closing Date to repay in full all Indebtedness of Holdings, including all principal, interest, fees, prepayment premiums and penalties, if any (1but excluding any contingent obligations thereunder that survive termination and with respect to which no claim has been made) that certain assignment and assumption agreement by and between HEP ShaleApps and with respect to the Company attached hereto as Exhibit D-1 Holdings First Lien Credit Agreement (the aggregate of all such amounts being referred to as the “Hillstone Asset AssignmentFirst Lien Debt Payoff Amount”), and providing for the release of all Liens relating thereto, subject only to payment of the First Lien Debt Payoff Amount; and (y) pursuant to which HEP ShaleApps shall assign to the Company the Hillstone Assigned Assets, duly executed by HEP ShaleApps customary recordable releases and terminations with respect to any and all Liens or security interests, including with respect to or securing the Company obligations under the Holdings First Lien Credit Agreement, and (2) that certain intellectual property assignment any hedging obligations and assumption agreement by and between one or more members of the Company Group and HEP ShaleApps attached hereto as Exhibit D-2 (the “IP Assignment”) pursuant to which the applicable member(s) of the Company Group shall assign to HEP ShaleApps all of the Assigned IP, duly executed any cash management obligations secured by such member(s) of the Company Group and HEP ShaleAppsLiens or similar instruments; (D) Seller Representative shall deliver to Buyer (x) a counterpart to that certain escrow agreement by and among Buyer, Seller Representative and the Escrow Agent attached hereto as Exhibit E (the “Escrow Agreement”), duly executed by Seller Representative; (1) Seller Representative shall deliver to Buyer a certificate from Hillstone Parent conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) (modified to take into account Section 1446(f) customary payoff letter in respect of the Code) and IRS Notice 2018-29 certifying that Hillstone Parent is not a “foreign person” within Holdings Second Lien Credit Agreement confirming the meaning of Sections 1445 and 1446(f) of the Code, in form and substance reasonably satisfactory total payment required to Buyer, dated be made as of the Closing Date to repay in full all Indebtedness of Holdings, including all principal, interest, fees, prepayment premiums and penalties, if any (but excluding any contingent obligations thereunder that survive termination and with respect to which no claim has been made) with respect to the Holdings Second Lien Credit Agreement (the aggregate of all such amounts being referred to as the “Second Lien Debt Payoff Amount”), and providing for the release of all Liens relating thereto, subject only to payment of the Second Lien Debt Payoff Amount; and (y) duly executed customary recordable releases and terminations with respect to any and all Liens or security interests, including with respect to or securing the obligations under the Holdings Second Lien Credit Agreement secured by Hillstone Parent such Liens or similar instruments; (E) duly executed customary recordable releases and terminations with respect to any and all Liens or a properly completed security interests with respect to or securing the obligations under the Equity Pledge Agreements by each of Energy Capital Partners III, LP and executed IRS Form W-9 for Hillstone Parent meeting the requirements of Proposed Treasury Regulation Sections 1.1445Energy Capital Partners III-2(b)(2)(v) and 1.1446(f)-2(b)(2)) and (2) either (x) Seller Representative shall deliver to Buyer a certificate from A, LP, each Selling Blocker Equityholder conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that such Selling Blocker Equityholder is not a “foreign person” within the meaning of Section 1445 of the Code, in form and substance reasonably satisfactory to Buyer, dated as of September 24, 2019, in favor of National Australia Bank Limited, as Administrative Agent, as amended, with respect to their respective equity interests in the Closing Date and duly executed by such Selling Blocker Equityholder (or a properly completed and executed IRS Form W-9 for each Selling Blocker Equityholder meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v)) or (y) each GGC Blocker shall deliver to Buyer a notice and statement in form and substance reasonably satisfactory to Buyer conforming to the applicable requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c), dated as of the Closing Date and duly executed by such GGC Blocker, together with written authorization for Buyer to deliver such notice and statement to the IRS on behalf of such GGC Blocker after the Closing;Partnership; and (F) Seller Representative shall deliver to Buyer the written resignations, effective as of the Closing, of those directors, managers directors and officers (of the Acquired Entities that Buyers designate in their capacities as such) of each Acquired Entity appointed or designated writing to such positions by Sellers or their respective Affiliates as set forth in Schedule 2.6(b)(v)(F); (G) Seller Representative shall deliver to Buyer at least three two (32) Business Days prior to the Closing Date a customary payoff letter from each holder of Indebtedness for Borrowed Money (each, a “Payoff Letter”) and which Payoff Letter shall authorize the release of all Liens securing such Indebtedness; each Payoff Letter is to become effective immediately upon (i) execution by the borrowers of such Indebtedness of such Payoff Letter and (ii) payment in full by Buyer of all obligations with respect thereto; (H) Seller Representative shall deliver to Buyer that certain transition services agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit F (the “Transition Services Agreement”), duly executed by HEP ShaleApps and the Company; and (I) Seller Representative shall deliver good standing certificates (or comparable certificates) for the applicable secretary of state (or other applicable Governmental Entity) dated not earlier than fifteen (15) calendar days before the Closing Date for each of the Acquired EntitiesClosing.

Deliveries and Closing Actions. At the Closing: (A) Seller Representative the Company shall deliver to Buyer: (1) Parent, a duly executed certificate from an authorized Person of each of the Sellers, Company in the form attached hereto as Exhibit B, dated as of the Closing Date, certifying (1) that the conditions set forth in Section 2.6(b)(i) and Section 2.6(b)(ii) have been satisfied, as applicable; (2) a true that the Governing Documents of the Company attached thereto are in full force and complete copy of effect, and (3) that the resolutions of the board managing member of managers the Company and the general partner of Hillstone Parent, certified by an authorized Person of Hillstone Parent, Seller approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by Hillstone Parent of its obligations hereunder and thereunder; and (3) a true and complete copy of the resolutions of the board of managers or other governing body of each of the Selling Blocker Equityholders, certified by an authorized officer of such Selling Blocker Equityholder, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by such Person of its obligations hereunder and thereundertransactions contemplated hereby were duly adopted; (B) Seller Representative shall deliver to Buyer a counterpart to that certain an assignment by and between Buyer and Sellers substantially in the form attached hereto as Exhibit C (the “Purchased Equity Assignment”) pursuant to which Sellers shall assign to Buyer the Purchased Equity at the ClosingC, duly executed by Seller RepresentativeSeller; (C) Seller Representative shall deliver to Buyer (1) that certain assignment Parent the Amended and assumption agreement by and between HEP ShaleApps and Restated Limited Liability Company Agreement of Holdings in substantially the Company form attached hereto as Exhibit D-1 D and effective as of the Closing Date (the “Hillstone Asset Assignment”) pursuant to which HEP ShaleApps shall assign to the Company the Hillstone Assigned Assets, duly executed by HEP ShaleApps and the Company and (2) that certain intellectual property assignment and assumption agreement by and between one or more members of the Company Group and HEP ShaleApps attached hereto as Exhibit D-2 (the “IP Assignment”) pursuant to which the applicable member(s) of the Company Group shall assign to HEP ShaleApps all of the Assigned IP, duly executed by such member(s) of the Company Group and HEP ShaleApps; (D) Seller Representative shall deliver to Buyer a counterpart to that certain escrow agreement by and among Buyer, Seller Representative and the Escrow Agent attached hereto as Exhibit E (the “Escrow A&R LLC Agreement”), duly executed by Seller RepresentativeSeller; (1D) Seller Representative shall deliver to Buyer (i) a certificate from Hillstone Parent conforming to in the applicable requirements form of Treasury Regulation Exhibit E, as provided in Section 1.1445-2(b)(21445(b)(2) (modified to take into account Section 1446(f) of the Code) and IRS Notice 2018-29 certifying that Hillstone Parent is not a “foreign person” within the meaning of Sections 1445 and 1446(f) of the Code, in form stating under penalties of perjury that Seller is not a foreign Person within the meaning of Section 1445(f)(3) and substance reasonably satisfactory to Buyer, dated as 1446(f) of the Closing Date Code and duly executed by Hillstone Parent (or ii) a properly completed and executed IRS Form W-9 for Hillstone Parent meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v) and 1.1446(f)-2(b)(2)) and (2) either (x) Seller Representative shall deliver to Buyer a certificate from each Selling Blocker Equityholder conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that such Selling Blocker Equityholder is not a “foreign person” within the meaning of Section 1445 of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by such Selling Blocker Equityholder (or a properly completed and executed IRS Form W-9 for each Selling Blocker Equityholder meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v)) or (y) each GGC Blocker shall deliver to Buyer a notice and statement in form and substance reasonably satisfactory to Buyer conforming to the applicable requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c), dated as of the Closing Date and duly executed by such GGC Blocker, together with written authorization for Buyer to deliver such notice and statement to the IRS on behalf of such GGC Blocker after the ClosingW-9; (FE) Seller Representative the Company shall deliver to Buyer the written resignations, effective as of the Closing, of those directors, managers directors and officers of the Atlas Companies that Buyer designates in writing to the Company at least two (2) Business Days prior to the Closing; (F) Seller shall deliver to Parent a restrictive covenant agreement in their capacities substantially the form attached hereto as such) of each Acquired Entity appointed or designated to such positions Exhibit F, duly executed by Sellers or their respective Affiliates as set forth in Schedule 2.6(b)(v)(F)Atlas Technical Consultants SPV, LLC, a Delaware limited liability company and Arrow Environmental SPV, LLC, a Delaware limited liability company; (G) Seller Representative shall deliver to Parent the registration rights agreement in substantially the form attached hereto as Exhibit G (collectively, the “Registration Rights Agreement”), duly executed by Seller; (H) Seller shall deliver to Buyer the director nomination agreement in substantially the form attached hereto as Exhibit H (the “Director Nomination Agreement”), duly executed by Seller; (I) the Company shall have delivered to Buyer copies of all invoices received by the Company for Transaction Expenses payable by the Company from third parties prior to or in connection with the Closing, at least three (3) Business Days prior to Closing (to the Closing Date a customary payoff letter from each holder of Indebtedness for Borrowed Money (each, a “Payoff Letter”) and which Payoff Letter shall authorize the release of all Liens securing such Indebtedness; each Payoff Letter is to become effective immediately upon (i) execution by the borrowers extent received as of such Indebtedness of such Payoff Letter and (ii) payment in full by Buyer of all obligations with respect thereto;time); and (HJ) Seller Representative the Company shall deliver to Buyer that certain transition services customary payoff letters with respect to Indebtedness for Borrowed Money, with an agreement by either to provide and between HEP ShaleApps and file or to authorize the Company attached hereto as Exhibit F filing of termination statements on Form UCC-3, or other appropriate releases following any payoff thereof, at least one (1) Business Day prior to the Closing (the “Transition Services AgreementPayoff Letters”), duly executed by HEP ShaleApps and the Company; and (I) Seller Representative shall deliver good standing certificates (or comparable certificates) for the applicable secretary of state (or other applicable Governmental Entity) dated not earlier than fifteen (15) calendar days before the Closing Date for each of the Acquired Entities.

Deliveries and Closing Actions. At the Closing: (A) Seller Representative Parent shall deliver to Buyer: (1) Equityholder, a duly executed certificate from an authorized Person officer of each of the Sellers, Parent in substantially the form attached hereto as Exhibit BJ, dated as of the Closing Date, certifying that the conditions set forth in Section 2.6(b)(i2.4(c)(i) and through Section 2.6(b)(ii2.4(c)(ii) have been satisfied, as applicable; (2) a true and complete copy of the resolutions of the board of managers of Hillstone Parent, certified by an authorized Person of Hillstone Parent, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by Hillstone Parent of its obligations hereunder and thereunder; and (3) a true and complete copy of the resolutions of the board of managers or other governing body of each of the Selling Blocker Equityholders, certified by an authorized officer of such Selling Blocker Equityholder, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by such Person of its obligations hereunder and thereunder; (B) Seller Representative the Parent shall deliver have delivered to Buyer a counterpart Company copies of all invoices received by the Parent for Transaction Expenses payable by the Parent or Company from third parties prior to that certain assignment by and between Buyer and Sellers attached hereto as Exhibit C (the “Purchased Equity Assignment”) pursuant to which Sellers shall assign to Buyer the Purchased Equity at or in connection with the Closing, duly executed by Seller Representative; (C) Seller Representative shall deliver to Buyer (1) that certain assignment and assumption agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit D-1 (the “Hillstone Asset Assignment”) pursuant to which HEP ShaleApps shall assign to the Company the Hillstone Assigned Assets, duly executed by HEP ShaleApps and the Company and (2) that certain intellectual property assignment and assumption agreement by and between one or more members of the Company Group and HEP ShaleApps attached hereto as Exhibit D-2 (the “IP Assignment”) pursuant to which the applicable member(s) of the Company Group shall assign to HEP ShaleApps all of the Assigned IP, duly executed by such member(s) of the Company Group and HEP ShaleApps; (D) Seller Representative shall deliver to Buyer a counterpart to that certain escrow agreement by and among Buyer, Seller Representative and the Escrow Agent attached hereto as Exhibit E (the “Escrow Agreement”), duly executed by Seller Representative; (1) Seller Representative shall deliver to Buyer a certificate from Hillstone Parent conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) (modified to take into account Section 1446(f) of the Code) and IRS Notice 2018-29 certifying that Hillstone Parent is not a “foreign person” within the meaning of Sections 1445 and 1446(f) of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by Hillstone Parent (or a properly completed and executed IRS Form W-9 for Hillstone Parent meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v) and 1.1446(f)-2(b)(2)) and (2) either (x) Seller Representative shall deliver to Buyer a certificate from each Selling Blocker Equityholder conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that such Selling Blocker Equityholder is not a “foreign person” within the meaning of Section 1445 of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by such Selling Blocker Equityholder (or a properly completed and executed IRS Form W-9 for each Selling Blocker Equityholder meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v)) or (y) each GGC Blocker shall deliver to Buyer a notice and statement in form and substance reasonably satisfactory to Buyer conforming to the applicable requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c), dated as of the Closing Date and duly executed by such GGC Blocker, together with written authorization for Buyer to deliver such notice and statement to the IRS on behalf of such GGC Blocker after the Closing; (F) Seller Representative shall deliver to Buyer the written resignations, effective as of the Closing, of those directors, managers and officers (in their capacities as such) of each Acquired Entity appointed or designated to such positions by Sellers or their respective Affiliates as set forth in Schedule 2.6(b)(v)(F); (G) Seller Representative shall deliver to Buyer at least three (3) Business Days prior to Closing; (C) Parent shall pay an aggregate amount equal to the Transaction Expenses to the payees thereof, by wire transfer of immediately available funds to the accounts designated by such payees, in accordance with the Closing Date Settlement Statement; (D) Parent shall deliver to Equityholder a customary payoff letter from counterpart to the Registration Rights Agreement; (E) Parent shall pay the Aggregate Company Warrant Consideration pursuant to the terms of the warrant purchase agreement referenced in Section 2.4(b)(v)(D), to the Company Warrantholder, by wire transfer of immediately available funds to the accounts designated by such Company Warrantholder, in accordance with the Closing Settlement Statement; (F) Parent shall pay the Aggregate Participant Release Consideration pursuant to the terms of Participant Release Agreements, to the Key Employees, by wire transfer of immediately available funds to the accounts designated by each holder of such Key Employee, in accordance with the Closing Settlement Statement; (G) Parent shall pay all Indebtedness for Borrowed Money (each, a “Payoff Letter”) and which Payoff Letter shall authorize pursuant to payoff letters delivered to Parent prior to the release of all Liens securing such Indebtedness; each Payoff Letter is to become effective immediately upon (i) execution Closing by the borrowers Alta Companies to the payees set forth on such payoff letters, by wire transfer of immediately available funds to the accounts designated by such Indebtedness of such Payoff Letter and (ii) payment payees, in full by Buyer of all obligations accordance with respect thereto;the Closing Settlement Statement; and (H) Seller Representative Parent shall deliver to Buyer that certain transition services agreement by and between HEP ShaleApps pay the Merger Consideration in accordance with Section 2.2(a) hereof and the Company attached hereto as Exhibit F (the “Transition Services Agreement”), duly executed by HEP ShaleApps and the Company; and (I) Seller Representative shall deliver good standing certificates (or comparable certificates) for the applicable secretary of state (or other applicable Governmental Entity) dated not earlier than fifteen (15) calendar days before the Closing Date for each of the Acquired EntitiesSettlement Statement.

Deliveries and Closing Actions. At the Closing: (A) the Seller Representative shall deliver to Buyer: (1) Buyer a duly executed certificate from an authorized Person of each of the Sellers, Seller in the form attached hereto as Exhibit BC, dated as of the Closing Date, certifying that the conditions set forth in Section 2.6(b)(i) and Section 2.6(b)(ii) have been satisfied, as applicable; (2) a true and complete copy of the resolutions of the board of managers of Hillstone Parent, certified by an authorized Person of Hillstone Parent, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by Hillstone Parent of its obligations hereunder and thereunder; and (3) a true and complete copy of the resolutions of the board of managers or other governing body of each of the Selling Blocker Equityholders, certified by an authorized officer of such Selling Blocker Equityholder, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by such Person of its obligations hereunder and thereunder; (B) The Seller Representative shall deliver to Buyer a counterpart to that certain assignment by and between Buyer and Sellers attached hereto as Exhibit C (the “Purchased Equity Assignment”) pursuant to which Sellers shall assign to Buyer the Purchased Equity at the Closing, duly executed by Seller Representative; (C) Seller Representative shall deliver to Buyer (1) that certain assignment and assumption agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit D-1 (the “Hillstone Asset Assignment”) pursuant to which HEP ShaleApps shall assign to the Company the Hillstone Assigned Assets, duly executed by HEP ShaleApps and the Company and (2) that certain intellectual property assignment and assumption agreement by and between one or more members of the Company Group and HEP ShaleApps attached hereto as Exhibit D-2 (the “IP Assignment”) pursuant to which the applicable member(s) of the Company Group shall assign to HEP ShaleApps all of the Assigned IP, duly executed by such member(s) of the Company Group and HEP ShaleApps; (D) Seller Representative shall deliver to Buyer a counterpart to that certain escrow agreement by and among Buyer, the Seller Representative and the Escrow Agent attached hereto as Exhibit E D (the “Escrow Agreement”), duly executed by Seller Representativethe Seller; (1C) The Seller Representative shall deliver to Buyer a certificate from Hillstone Parent conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) (modified to take into account Section 1446(f) of the Code) and IRS Notice 2018-29 certifying that Hillstone Parent is not a “foreign person” within the meaning of Sections 1445 and 1446(f) of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by Hillstone Parent (or a properly completed and executed IRS Form W-9 for Hillstone Parent meeting the requirements of Proposed Treasury Regulation Sections 1.1445certifying its non-2(b)(2)(v) and 1.1446(f)-2(b)(2)) and (2) either (x) Seller Representative shall deliver to Buyer a certificate from each Selling Blocker Equityholder conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that such Selling Blocker Equityholder is not a “foreign person” within the meaning of Section 1445 of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by such Selling Blocker Equityholder (or a properly completed and executed IRS Form W-9 for each Selling Blocker Equityholder meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v)) or (y) each GGC Blocker shall deliver to Buyer a notice and statement in form and substance reasonably satisfactory to Buyer conforming to the applicable requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c), dated as of the Closing Date and duly executed by such GGC Blocker, together with written authorization for Buyer to deliver such notice and statement to the IRS on behalf of such GGC Blocker after the Closing;person status; and (FD) Seller Representative the Company shall deliver to Buyer the written resignations, effective as of the Closing, of those directors, managers directors and officers (of the Company that Buyer designates in their capacities as such) of each Acquired Entity appointed or designated writing to such positions by Sellers or their respective Affiliates as set forth in Schedule 2.6(b)(v)(F); (G) Seller Representative shall deliver to Buyer the Company at least three two (32) Business Days prior to the Closing. (E) Buyer shall deliver to the Seller a duly executed certificate from an officer of Buyer in the form attached hereto as Exhibit E, dated as of the Closing Date Date, certifying that the conditions set forth in Section 2.6(c)(i) and Section 2.6(c)(ii) have been satisfied; (F) Buyer shall deliver (or cause to be delivered) to the Seller, by wire transfer of immediately available funds to the account designated in writing by the Seller to Buyer at least three Business Days prior to the Closing Date, in consideration for the Purchased Shares, an amount equal to (x) the Initial Purchase Price minus (y) the Escrow Funds; (G) Buyer shall deliver (or cause to be delivered) the Escrow Funds to the Escrow Agent for deposit into a customary payoff letter from each holder of Indebtedness for Borrowed Money non-interest bearing escrow account (each, a the “Payoff LetterEscrow Account”) and which Payoff Letter shall authorize established pursuant to the release terms of all Liens securing such Indebtedness; each Payoff Letter is to become effective immediately upon (i) execution by the borrowers of such Indebtedness of such Payoff Letter and (ii) payment in full by Buyer of all obligations with respect theretoEscrow Agreement; (H) Seller Representative Buyer shall pay (or cause to be paid) an aggregate amount equal to the Estimated Transaction Expenses to the payees thereof as set forth on the Estimated Closing Statement delivered to Buyer pursuant to Section 2.3, by wire transfer of immediately available funds to the accounts designated by such payees and provided to Buyer at least three Business Days prior to the Closing Date; (I) Buyer shall pay (or cause to be paid) all Indebtedness for Borrowed Money pursuant to payoff letters delivered to Buyer at least three Business Days prior to the Closing by the Company to the payees set forth in such payoff letters, by wire transfer of immediately available funds to the accounts designated by such payees; and (J) Buyer shall deliver to Buyer that certain transition services agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit F (Seller a counterpart to the “Transition Services Escrow Agreement”), duly executed by HEP ShaleApps and the Company; and (I) Seller Representative shall deliver good standing certificates (or comparable certificates) for the applicable secretary of state (or other applicable Governmental Entity) dated not earlier than fifteen (15) calendar days before the Closing Date for each of the Acquired EntitiesBuyer.

Deliveries and Closing Actions. At the Closing: (Ai) each Seller Representative shall deliver to Buyer:the Buyer an assignment with respect to the Assigned Company Units and Exchanged Company Units owned by such Seller in the form attached hereto as Exhibit J (the “Assignment Agreement”), duly executed by such Seller; (1ii) a each Seller shall deliver to the Buyer the Redemption Agreement, duly executed certificate from an authorized Person of by such Seller; (iii) the Sellers shall deliver to the Buyer the Company A&R LLCA, duly executed by the Sellers; (iv) each Seller shall deliver to the Buyer a properly completed and duly executed IRS Form W-9 (collectively, the “W-9s”); (v) the Company shall deliver to the Buyer evidence of the termination of the Affiliated Transactions pursuant to Section 7.16; (vi) the Sellers shall deliver to the Buyer the Tax Receivable Agreement, duly executed by the Sellers; (vii) the Sellers shall deliver to the Buyer the Investor Rights Agreement, duly executed by the Sellers; (viii) the Sellers shall deliver to the Buyer the Standstill Agreement, duly executed by the Sellers and the Rice Family Parties (as defined in the Standstill Agreement); (ix) Sellers will cause those members of the Buyer Board that is in existence immediately following the Closing and nominated by Sellers to deliver signature pages to a written consent of the Buyer that adopts both the Pubco Dividend Policy and the Company Distribution Policy, each to be held in escrow pending the consummation of the Closing; and (x) the Company shall deliver to the Buyer the Offer of Employment Letter for Xxxxx Xxxxxxxx together with all exhibits attached thereto or as mutually agreed by the Buyer and the Company before the Closing, in the form attached hereto as Exhibit B, dated as of the Closing Date, certifying that the conditions set forth in Section 2.6(b)(i) and Section 2.6(b)(ii) have been satisfied, as applicable; (2) a true and complete copy of the resolutions of the board of managers of Hillstone Parent, certified by an authorized Person of Hillstone Parent, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by Hillstone Parent of its obligations hereunder and thereunder; and (3) a true and complete copy of the resolutions of the board of managers or other governing body of each of the Selling Blocker Equityholders, certified by an authorized officer of such Selling Blocker Equityholder, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by such Person of its obligations hereunder and thereunder; (B) Seller Representative shall deliver to Buyer a counterpart to that certain assignment by and between Buyer and Sellers attached hereto as Exhibit C (the “Purchased Equity Assignment”) pursuant to which Sellers shall assign to Buyer the Purchased Equity at the ClosingO, duly executed by Seller Representative; (C) Seller Representative shall deliver to Buyer (1) that certain assignment and assumption agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit D-1 Xxxxx Xxxxxxxx (the “Hillstone Asset Assignment”) pursuant to which HEP ShaleApps shall assign to the Company the Hillstone Assigned Assets, duly executed by HEP ShaleApps and the Company and (2) that certain intellectual property assignment and assumption agreement by and between one or more members of the Company Group and HEP ShaleApps attached hereto as Exhibit D-2 (the “IP Assignment”) pursuant to which the applicable member(s) of the Company Group shall assign to HEP ShaleApps all of the Assigned IP, duly executed by such member(s) of the Company Group and HEP ShaleApps; (D) Seller Representative shall deliver to Buyer a counterpart to that certain escrow agreement by and among Buyer, Seller Representative and the Escrow Agent attached hereto as Exhibit E (the “Escrow AgreementXxxxxxxx Offer Letter”), duly executed by Seller Representative; (1) Seller Representative shall deliver to Buyer a certificate from Hillstone Parent conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) (modified to take into account Section 1446(f) of the Code) and IRS Notice 2018-29 certifying that Hillstone Parent is not a “foreign person” within the meaning of Sections 1445 and 1446(f) of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by Hillstone Parent (or a properly completed and executed IRS Form W-9 for Hillstone Parent meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v) and 1.1446(f)-2(b)(2)) and (2) either (x) Seller Representative shall deliver to Buyer a certificate from each Selling Blocker Equityholder conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that such Selling Blocker Equityholder is not a “foreign person” within the meaning of Section 1445 of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by such Selling Blocker Equityholder (or a properly completed and executed IRS Form W-9 for each Selling Blocker Equityholder meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v)) or (y) each GGC Blocker shall deliver to Buyer a notice and statement in form and substance reasonably satisfactory to Buyer conforming to the applicable requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c), dated as of the Closing Date and duly executed by such GGC Blocker, together with written authorization for Buyer to deliver such notice and statement to the IRS on behalf of such GGC Blocker after the Closing; (F) Seller Representative shall deliver to Buyer the written resignations, effective as of the Closing, of those directors, managers and officers (in their capacities as such) of each Acquired Entity appointed or designated to such positions by Sellers or their respective Affiliates as set forth in Schedule 2.6(b)(v)(F); (G) Seller Representative shall deliver to Buyer at least three (3) Business Days prior to the Closing Date a customary payoff letter from each holder of Indebtedness for Borrowed Money (each, a “Payoff Letter”) and which Payoff Letter shall authorize the release of all Liens securing such Indebtedness; each Payoff Letter is to become effective immediately upon (i) execution by the borrowers of such Indebtedness of such Payoff Letter and (ii) payment in full by Buyer of all obligations with respect thereto; (H) Seller Representative shall deliver to Buyer that certain transition services agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit F (the “Transition Services Agreement”), duly executed by HEP ShaleApps and the Company; and (I) Seller Representative shall deliver good standing certificates (or comparable certificates) for the applicable secretary of state (or other applicable Governmental Entity) dated not earlier than fifteen (15) calendar days before the Closing Date for each of the Acquired Entities.

Deliveries and Closing Actions. At the Closing: (A) Seller Representative the Company and Newco shall deliver to Buyer: (1) Parent a duly executed certificate from an authorized Person of each of the Sellers, Company and Newco in the form attached hereto as Exhibit BE, dated as of the Closing Date, certifying (1) that the conditions set forth in Section 2.6(b)(i2.04(b)(i), Section 2.04(b)(ii) and Section 2.6(b)(ii2.04(b)(iii) have been satisfied, as applicable; (2) a true that the Governing Documents of the Company and complete copy of Newco attached thereto are in full force and effect, and (3) that the resolutions of the board Board, the governing bodies of managers of Hillstone Parent, certified by an authorized Person of Hillstone Parent, Newco and the Company Unitholder Approval approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by Hillstone Parent of its obligations hereunder and thereunder; and (3) a true and complete copy of the resolutions of the board of managers or other governing body of each of the Selling Blocker Equityholders, certified by an authorized officer of such Selling Blocker Equityholder, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by such Person of its obligations hereunder and thereundertransactions contemplated hereby were duly adopted; (B) Seller Representative the Company and Newco shall deliver to Buyer Parent a counterpart duly executed certificate from Newco pursuant to that certain assignment by and between Buyer and Sellers Treasury Regulations Section 1.1445-2(c), in the form attached hereto as Exhibit C G, dated no more than thirty (30) days prior to the “Purchased Equity Assignment”) pursuant to which Sellers shall assign to Buyer the Purchased Equity at the Closing, duly executed by Seller RepresentativeClosing Date; (C) Seller Representative shall deliver to Buyer (1) that certain assignment and assumption agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit D-1 (the “Hillstone Asset Assignment”) pursuant to which HEP ShaleApps shall assign to the Company the Hillstone Assigned Assets, duly executed by HEP ShaleApps and the Company and (2) that certain intellectual property assignment and assumption agreement Newco shall have delivered to Parent copies of all invoices received by and between one or more members of the Company Group and HEP ShaleApps attached hereto as Exhibit D-2 (the “IP Assignment”) pursuant Newco for Company Transaction Expenses from third parties prior to which the applicable member(s) of the Company Group shall assign to HEP ShaleApps all of the Assigned IP, duly executed by such member(s) of the Company Group and HEP ShaleApps; (D) Seller Representative shall deliver to Buyer a counterpart to that certain escrow agreement by and among Buyer, Seller Representative and the Escrow Agent attached hereto as Exhibit E (the “Escrow Agreement”), duly executed by Seller Representative; (1) Seller Representative shall deliver to Buyer a certificate from Hillstone Parent conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) (modified to take into account Section 1446(f) of the Code) and IRS Notice 2018-29 certifying that Hillstone Parent is not a “foreign person” within the meaning of Sections 1445 and 1446(f) of the Code, or in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by Hillstone Parent (or a properly completed and executed IRS Form W-9 for Hillstone Parent meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v) and 1.1446(f)-2(b)(2)) and (2) either (x) Seller Representative shall deliver to Buyer a certificate from each Selling Blocker Equityholder conforming to the applicable requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that such Selling Blocker Equityholder is not a “foreign person” within the meaning of Section 1445 of the Code, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by such Selling Blocker Equityholder (or a properly completed and executed IRS Form W-9 for each Selling Blocker Equityholder meeting the requirements of Proposed Treasury Regulation Sections 1.1445-2(b)(2)(v)) or (y) each GGC Blocker shall deliver to Buyer a notice and statement in form and substance reasonably satisfactory to Buyer conforming to the applicable requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c), dated as of the Closing Date and duly executed by such GGC Blocker, together connection with written authorization for Buyer to deliver such notice and statement to the IRS on behalf of such GGC Blocker after the Closing; (F) Seller Representative shall deliver to Buyer the written resignations, effective as of the Closing, of those directors, managers and officers (in their capacities as such) of each Acquired Entity appointed or designated to such positions by Sellers or their respective Affiliates as set forth in Schedule 2.6(b)(v)(F); (G) Seller Representative shall deliver to Buyer at least three (3) Business Days prior to Closing; (D) the Company and Newco shall deliver to Parent the Company Unitholder Approval; (E) the Company and Newco shall deliver to Parent counterparts duly executed by each of the Unitholders set forth on Schedule 2.04(b)(iv) to that certain registration rights agreement with Parent, in the form attached hereto as Exhibit I (the “Registration Rights Agreement”); (F) the Company and Newco shall deliver to Parent resignation letters, effective as of the Closing, of all directors, managers, board advisors and board observers of the Eos Companies and the Newco Companies; (G) the Company and Newco shall deliver to Parent the Closing Date a customary payoff letter from each holder of Indebtedness for Borrowed Money (each, a “Payoff Letter”) Settlement Statement duly executed by Company and which Payoff Letter shall authorize the release of all Liens securing such IndebtednessNewco; each Payoff Letter is to become effective immediately upon (i) execution by the borrowers of such Indebtedness of such Payoff Letter and (ii) payment in full by Buyer of all obligations with respect thereto;and (H) Seller Representative the Company and Newco shall deliver to Buyer that certain transition services Parent counterparts to the director nomination agreement by and between HEP ShaleApps and in substantially the Company form attached hereto as Exhibit F H (the “Transition Services Director Nomination Agreement”), duly executed by HEP ShaleApps the Company, the Securityholder Representative and the Company; and (I) Seller Representative shall deliver good standing certificates (or comparable certificates) for the applicable secretary of state (or other applicable Governmental Entity) dated not earlier than fifteen (15) calendar days before the Closing Date for each of the Acquired EntitiesUnitholders party to such agreement.