Common use of Deliveries at Closing Clause in Contracts

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at the Closing, the following Persons shall deliver or cause to be delivered the following: (a) Purchaser shall deliver the Purchase Price as follows: (i) Purchaser shall deliver the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement; (ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Closing). (b) Purchaser shall deliver, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d). (c) Seller shall deliver, or cause to be delivered, to Purchaser the deliveries set forth in Section 8.02(d).

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at At the Closing, the following Persons shall deliver are delivering or cause causing to be delivered the following: (a) Purchaser shall deliver deliver, or cause to be delivered, to Sellers the Purchase Price as followsfollowing deliveries: (i) Purchaser shall deliver on behalf of Sellers or the Adjustment Escrow Amount Company, as applicable, an aggregate amount equal to Sellers’ best good faith estimate of unpaid Company Transaction Expenses as of immediately prior to Closing (the Escrow Agent “Estimated Unpaid Company Transaction Expenses”), by one or more wire transfer transfers of immediately available funds for deposit in to an account or accounts designated by the Adjustment Escrow Account in accordance with the terms of the Escrow Agreementthird party Persons entitled to receipt thereof; (ii) Purchaser shall repay, on behalf the portion of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer Net Cash Closing Consideration to the holder(s) thereof, which Gaiam Travel is entitled in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Gaiam Travel’s Cash Consideration Purchase Price Pro Rata Proportionate Share by wire transfer of immediately available funds to an account or accounts designated by Seller Gaiam Travel; (such designation iii) the portion of the Net Cash Closing Consideration to occur no less than two Business Days prior which Xxxxxxxx is entitled in accordance with Xxxxxxxx’x Cash Purchase Price Pro Rata Proportionate Share by wire transfer of immediately available funds to an account or accounts designated by Xxxxxxxx; (iv) an employment agreement by and between Xxxxxxxx, Purchaser Parent and the Closing)Company, executed by Xxxxxxxx, Purchaser Parent and the Company in the form attached hereto as Exhibit B; (v) a stockholders agreement by and between Xxxxxxxx, the Company and Purchaser Parent, executed by Xxxxxxxx, the Company and Purchaser Parent; and (vi) to Xxxxxxxx (x) share certificates or other evidence representing the Equity Purchase Price reasonably satisfactory to Xxxxxxxx, and (y) the Note, duly executed by the Company. (b) Purchaser shall deliverSellers are delivering, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d). (c) Seller shall deliver, or cause causing to be delivered, to Purchaser the deliveries set forth following deliveries: (i) stock certificates representing all Purchased Shares, duly endorsed or accompanied by duly executed stock powers, in either case, as necessary to convey all right, title and interest in and to the Purchased Shares to Purchaser; (ii) resignations, effective as of the date hereof, of each director and officer of the Company identified on Schedule 3.02(b)(ii); (iii) a certificate in accordance with the requirements of Treasury Regulation Section 8.02(d)1.1445-2(b) certifying that each Seller is not a foreign person within the meaning of Treasury Regulation Section 1.1445-2(b) in the form attached hereto as Exhibit C; (iv) an estoppel certificate with respect to the Company Headquarters Lease executed by the landlord thereunder; and (v) invoices and other reasonably supportive documentation evidencing that the amount of Estimated Unpaid Company Transaction Expenses will fully and finally satisfy all Company Transaction Expenses incurred at or prior to Closing, together with wire instructions for payment thereof at Closing.

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at (i) At the Closing, the following Persons shall deliver or cause to be delivered the following: (a) Purchaser shall deliver the Purchase Price as follows: (i) Purchaser shall deliver the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement; (ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller Seller: (1) the Net Closing Cash Consideration Estimated Purchase Price by wire transfer of immediately available funds to the bank account of Seller set forth in the Pre-Closing Certificate; (2) to each Person identified in the Pre-Closing Certificate as a recipient of an account or accounts designated amount in respect of the Closing Date Funded Indebtedness, such amount by Seller (such designation to occur no less than two Business Days prior wire transfer of immediately available funds to the Closingbank account of such Person set forth in the Pre-Closing Certificate; (3) to each Person identified in the Pre-Closing Certificate as a recipient of an amount in respect of the Closing Company Transaction Expenses, such amount by wire transfer of immediately available funds to the bank account of such Person set forth in the Pre-Closing Certificate; and (4) a Transition Services Agreement, in substantially the form of Exhibit B (the “Transition Services Agreement”), duly executed by the Company. (bii) Purchaser At the Closing, Seller shall deliverdeliver to Purchaser: (1) written resignations of all officers and directors (or those individuals holding similar positions) of the Acquired Companies other than those listed on Schedule 1.2(c)(ii)(1), effective as of the Closing; (2) the Transition Services Agreement, duly executed by Seller; (3) original stock certificates representing the Shares, duly endorsed in blank for transfer to, or cause accompanied by duly executed stock transfer powers executed in favor of, Purchaser; (4) good standing (to the extent applicable in the particular jurisdiction) certificates for each of the Acquired Companies from the jurisdiction of each such Person’s organization; (5) payoff and release letters from the holders of the Closing Date Indebtedness of the type contemplated by clauses “(a)” and “(c)” of the definition of “Indebtedness” (the “Closing Date Funded Indebtedness”) that (i) reflect the amounts required in order to pay in full such Indebtedness; and (ii) provide that, upon payment in full of the amounts indicated, all Encumbrances on assets of the Acquired Companies with respect to the Closing Date Funded Indebtedness shall be deliveredterminated and of no further force and effect, together with UCC-3 termination statements with respect to the financing statements filed against the assets of the Acquired Companies by the holders of such Encumbrances, in each case in form and substance reasonably satisfactory to Purchaser; (6) a certificate in form and substance reasonably satisfactory to Purchaser executed by Seller the deliveries set forth under penalties of perjury, certifying that Seller is not a “foreign person” as defined in Section 8.03(c1445 of the Code; and (7) evidence reasonably satisfactory to Purchaser of the full and Section 8.03(dfinal discharge of any payables owed by any Acquired Company to Seller, Seller Parent or any of their Subsidiaries (other than any other Acquired Company). (c) Seller shall deliver, or cause to be delivered, to Purchaser the deliveries set forth in Section 8.02(d).

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at At the Closing, (a) Investor shall (i) pay to the following Persons shall deliver Management Trust, or cause to be delivered the following: (a) Purchaser shall deliver the Purchase Price as follows: (i) Purchaser shall deliver the Adjustment Escrow Amount paid to the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement; (ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand CompaniesManagement Trust, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly Depositary Receipts Subscription Price, (ii) pay to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Closing). (b) Purchaser shall deliverCompany, or cause to be deliveredpaid to the Company, an amount equal to Seller the deliveries set forth Investor Subscription Price and (iii) deliver to each of the other parties thereto a duly executed counterpart of the Shareholders Agreement, (b) Philips shall (i) pay to the Company, by way of a set-off against the Purchase Price (as defined in Section 8.03(cthe Stock Purchase Agreement), the Philips Subscription Price, (ii) deliver to the other parties thereto a duly executed counterpart of the Shareholders Agreement and Section 8.03(d). (iii) cause Lion to deliver to the other parties thereto a counterpart of the Shareholders Agreement duly executed by Lion and (c) Seller the Management Trust shall deliver(i) pay to the Company, or cause to be deliveredpaid to the Company, an amount equal to Purchaser the deliveries set forth Management Trust Subscription Price and (ii) deliver to each of the other parties thereto a duly executed counterpart of the Shareholders Agreement. All amounts payable pursuant to this Section 2.2 shall be paid in immediately available funds to the following account (the “Closing Account”): Account Number: 24205 BIC Code: XXXXXXXXXXX Bank: Xxxxxx Xxxxxxx Bank International Ltd. Upon receipt in the Closing Account of the Investor Subscription Price, the Company shall issue and deliver to Investor the Investor Shares, upon receipt in the Closing Account of the Philips Subscription Price from Philips, the Company shall issue and deliver to Philips the Philips Shares and upon receipt in the Closing Account of the Management Trust Subscription Price, the Company shall issue and deliver to the Management Trust the Management Trust Shares and the Management Trust shall issue and deliver to Investor the Depositary Receipts. The transactions contemplated by this Section 8.02(d)2.2 shall be effected before a notary by way of a notarial deed.

Deliveries at Closing. (a) Subject to the terms and conditions set forth in this Agreement, the Sellers agree to sell to Purchaser, and Purchaser agrees to purchase from the Sellers, at the Closing referred to in Section 4 of this Agreement, all of the Common Securities in exchange for the payment by Purchaser at the Closing of its Ratable Portion of the Closing Date Purchase Price (provided that at the election of the Institutional Sellers, any amount due in respect of the Warrants may be allocated to the Adjusted Redemption Value payable pursuant to Section 2.2(b). At the Closing, the following Persons each Seller shall deliver or cause to Purchaser certificates representing such Seller's Common Securities to be delivered the following:purchased by Purchaser, free and clear of any lien, encumbrance, security agreement, equity, option, claim, charge or restriction, other than restrictions imposed by federal or applicable state securities laws. (ab) Subject to the terms and conditions set forth in this Agreement, the Institutional Sellers agree to sell to Purchaser, and Purchaser shall deliver agrees to purchase from the Purchase Price as follows: Institutional Sellers, at the Closing referred to in Section 4 of this Agreement, all of the Preferred Shares in exchange for the payment by Purchaser at the Closing of the Redemption Value. At Closing, (i) $925,000 of the Adjusted Redemption Value (the "Escrowed Funds") shall be placed in escrow with a bank or trust company approved by the Purchaser shall deliver and the Adjustment Sellers' Representative (the "Escrow Amount Agent") pursuant to an escrow agreement in the form of Exhibit 2.2(b) attached hereto, with such changes as may be reasonably required by the Escrow Agent (the "Escrow Agreement") and (ii) an amount equal to the Adjusted Redemption Value minus the Escrowed Funds shall be distributed to the Institutional Sellers so that each Institutional Seller will receive by wire transfer of immediately available funds for deposit (x) an amount of the Adjusted Redemption Value equal to the product of (i) the number of Preferred Shares owned by such Institutional Seller, multiplied by (ii) the Redemption Value Per Share, minus (y) such Seller's Preferred Shares Percentage of the Escrowed Funds. The Escrowed Funds shall be held in the Adjustment Escrow Account in accordance with escrow pursuant to the terms of the Escrow Agreement; (ii) Purchaser shall repay, on behalf Agreement to secure the obligations of the Brand Companies, Sellers with respect to any payment obligations of the Funded Indebtedness outstanding as Sellers under Section 3.4 and to secure the indemnification obligations of the Sellers under Section 13. At the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by each Institutional Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (Purchaser certificates representing such designation to occur no less than two Business Days prior to the Closing). (b) Purchaser shall deliver, or cause Institutional Seller's Preferred Shares to be deliveredpurchased by Purchaser, to Seller the deliveries set forth in Section 8.03(c) free and Section 8.03(d)clear of any lien, encumbrance, security agreement, equity, option, claim, charge or restriction, other than restrictions imposed by federal or applicable state securities laws. (c) Seller shall deliver, or cause to be delivered, to Purchaser the deliveries set forth in Section 8.02(d).

Deliveries at Closing. Subject On the Purchase Closing Date, ---------------------- Landlord shall deliver to the terms and conditions of this Agreement, at the Closing, the following Persons shall deliver or cause to be delivered the followingClosing Escrow Agent: (a) Purchaser shall deliver a deed ("Landlord's Deed") conveying such Hotel to Tenant or Tenant's designee and containing no warranties other than a warranty that any of the Purchase Price as follows: Hotels are not subject to: (i) Purchaser shall deliver the Adjustment Escrow Amount to the Escrow Agent lien of any security interest created by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement; an Mortgage executed by Landlord on Landlord's interest, (ii) Purchaser shall repaythe lien of any judgment, on behalf tax assessment or other obligation incurred by Landlord that is not the responsibility of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; Tenant under this Lease and (iii) Purchaser shall pay, any liens created on behalf or after the Commencement Date which have been created by or resulted solely from acts of Landlord undertaken without the Brand Companies, the Company Transaction Expenses (other than the Change consent of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Closing)Tenant. (b) Purchaser a written instrument (the "Assignment"), without warranty of title, assigning and transferring to Tenant or Tenant's designee (i) Landlord's interest in any FF&E leased by Landlord to Tenant hereunder and any licenses or permits relating to such Hotel and (ii) Landlord's interest in any insurance proceeds payable with respect to any casualty that has previously occurred to such Hotel (if any) (which assignment of insurance proceeds shall deliverbe consented to by the Insurance Trustee). If and to the extent that there are any insurance proceeds previously paid to Landlord or the Insurance Trustee which have not been applied for the purpose of repair or restoration and are then held by Landlord or the Insurance Trustee, or cause Landlord and the Insurance Trustee, as the case may be, shall deliver such insurance proceeds (the "Escrowed Insurance Proceeds") to be delivered, the Closing Escrow Agent. Tenant shall deliver to Seller the deliveries closing Escrow Agent current immediately available funds in the amount of the purchase price and any costs payable by Tenant hereunder that are set forth in Section 8.03(c) 21.7 ("Tenant's Funds"). Closing Agent shall then proceed to consummate the Closing in accordance with local custom and Section 8.03(d)practice. (c) Seller shall deliver, or cause to be delivered, to Purchaser the deliveries set forth in Section 8.02(d).

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at (a) At the Closing, the following Persons Seller shall deliver or and cause the Selling Subs to be delivered deliver to the following: (a) Purchaser shall deliver and the Purchase Price as followsPurchasing Subs: (i) Purchaser shall deliver the Adjustment Escrow Amount duly executed instruments or other evidence sufficient to transfer to the Escrow Agent by wire transfer of immediately available funds for deposit in Purchaser and the Adjustment Escrow Account in accordance with Purchasing Subs the terms of the Escrow AgreementInterests; (ii) Purchaser shall repayduly executed bills of sale, on behalf substantially in the form of Exhibit A attached hereto, transferring the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer Acquired Assets to the holder(s) thereof, in accordance with Purchaser and the Pay-Off LettersPurchasing Subs; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (all other than the Change of Control Payments which are addressed below) not paid by Seller prior conveyance documents reasonably necessary to the Closing by wire transfer to the payees thereofPurchaser and the Purchasing Subs the Acquired Assets, in accordance with including special warranty deeds regarding the invoices delivered pursuant to Section 8.02(d)(xiii)Owned Real Property purchased by the Purchaser and the Purchasing Subs; (iv) the Acquired Assets, by making the Acquired Assets available to the Purchaser shall deliver, on behalf and the Purchasing Subs at their locations as of the Brand CompaniesClosing Date; (v) an assignment and assumption agreement (the "Assignment and Assumption Agreement") substantially in the form of Exhibit B attached hereto, an amount equal evidencing the assignment and assumption by the Purchaser of the Assumed Liabilities, duly executed by the Seller and the Selling Subs; (vi) a transition services agreement to be entered into between the Seller and the Purchaser (the "Transition Services Agreement") in form and substance reasonably acceptable to the aggregate amount Purchaser and the Seller and to be agreed upon within fifty (50) days after the date of Change this Agreement; (vii) a disposal agreement to be entered into between the Seller and the Purchaser (the "Disposal Agreement"), substantially in the form of Control Payments Exhibit C attached hereto, duly executed by wire transfer of immediately available funds directly Seller; (viii) a sales agency agreement to be entered into between the Seller and the Purchaser (the "Sales Agency Agreement"), in form and substance reasonably acceptable to the Payroll Provider Purchaser and the Seller and to be agreed upon within fifty (50) days after the date of this Agreement; (ix) an escrow agreement to be entered into among the Seller, the Purchaser and the Escrow Agent (the "Escrow Agreement"), in form and substance reasonably acceptable to the Purchaser and the Seller and to be agreed upon within fifty (50) days after the date of this Agreement; (x) a certified copy of the Bidding Procedures Order; (xi) a certified copy of the Section 363/365 Order and, if applicable, the Confirmation Order; (xii) customary instruments of assignment or transfer, in form suitable for payment through a special payroll recording in the applicable office or bureau, with respect to each trademark, copyright, or other item of Intellectual Property requiring such an assignment and transferred to the Purchaser and the Purchasing Subs hereunder; (xiii) certificates of tax and legal good standing (to the extent available in the Transferred Subs' jurisdiction of organization) and releases from secured lenders evidencing that the non-domestic Transferred Subs are in good standing (if appropriate) and that the secured lenders of the non-domestic Transferred Subs have released their security interests on the Closing Date assets of such Transferred Subs and on the issued and outstanding equity interests of such Transferred Subs; (subject xiv) opinions of the Seller's Canadian counsel with respect to withholding for Taxes, which amounts shall be paid this Agreement and the Transferred Subs in form and substance reasonably acceptable to the Company for disbursement to the applicable taxing authority)Purchaser and its counsel; and (vxv) all other previously undelivered certificates and other documents required to be delivered by the Seller to the Purchaser at or prior to the Closing Date in connection with the Acquisition. (b) At the Closing, the Purchaser shall deliver to Seller the Net Closing Seller: (i) the Unadjusted Cash Consideration Purchase Price by wire transfer of in immediately available funds to an account or accounts designated by the Seller; (ii) the Assignment and Assumption Agreement duly executed by the Purchaser; (iii) the Transition Services Agreement duly executed by the Purchaser; (iv) the Disposal Agreement duly executed by the Purchaser; (v) the Sales Agency Agreement duly executed by the Purchaser; (vi) the Escrow Agreement duly executed by the Purchaser; and (vii) all other previously undelivered certificates and other documents required to be delivered by the Purchaser to the Seller (such designation to occur no less than two Business Days at or prior to the Closing)Closing Date in connection with the Acquisition. (b) Purchaser shall deliver, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d). (c) Seller shall deliver, or cause to be delivered, to Purchaser the deliveries set forth in Section 8.02(d).

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at (a) At the Closing, the following Persons Company shall deliver or cause to be delivered each of the Standby Purchasers and the Additional Standby Purchaser the following: (ai) A certificate or certificates representing the number of shares of Common Stock issued to each of the Standby Purchasers and the Additional Standby Purchaser pursuant to Section 2 or 3 hereof, as the case may be; and (ii) A certificate of an officer of the Company on its behalf to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects on and as of the Closing Date, with the same effect as if made on the Closing Date. (b) At the Closing, each of the Standby Purchasers shall deliver to the Purchase Price as followsCompany the following: (i) Purchaser shall deliver the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms Payment of the Escrow Agreement;Subscription Price of the Securities purchased by such Standby Purchaser, as set forth in Section 2(e) or 3 hereof, as the case may be; and (ii) A certificate of such Standby Purchaser shall repay, to the effect that the representations and warranties of such Standby Purchaser contained in this Agreement are true and correct in all material respects on behalf of the Brand Companies, the Funded Indebtedness outstanding and as of the Closing, by wire transfer to the holder(s) thereof, in accordance Closing Date with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll same effect as if made on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Closing). (b) Purchaser shall deliver, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d)Date. (c) Seller At the Closing of the transactions contemplated under Section 2, the Additional Standby Purchaser shall deliverdeliver to the Company the following: (i) Payment of the Subscription Price of the New Shares purchased by the Additional Standby Purchaser, or cause to be delivered, to Purchaser the deliveries as set forth in Section 8.02(d)2(e) hereof; and (ii) A certificate of the Additional Standby Purchaser to the effect that the representations and warranties of the Additional Standby Purchaser contained in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date.

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at At the Closing, the Parties shall, or, as applicable, shall cause their respective Controlled Affiliates to, take the following Persons shall deliver or cause to be delivered the followingactions: (a) Purchaser the Buyer shall deliver pay or cause to be paid the Purchase Price as follows: (i) Purchaser shall deliver the Adjustment Escrow Management Interests Consideration Amount to the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement; (ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration DCMH by wire transfer of immediately available funds to an the account or accounts designated by CCOC as set forth on Schedule 2.3 of the Seller (such designation to occur no less than two Business Days prior to the Closing).Disclosure Schedule; (b) Purchaser the Warrantholder shall pay or cause to be paid the Warrants Consideration Amount to Colony Capital by wire transfer of immediately available funds to the account or accounts designated by CCOC as set forth on Schedule 2.3 of the Seller Disclosure Schedule; (c) Buyer, DCMH, CCDH and CDCM shall enter into, and deliver to each other executed counterparts of, the DCMH Investor Rights Agreement; (d) W-Catalina (C) LLC, the Carry GP, NewCo (Carry) and CCOC shall enter into, and deliver to each other executed counterparts of, the Carried Interest Participation Agreement; (e) Buyer, DCMH, Colony Capital, CCDH and CDCM shall enter into, and deliver to each other executed counterparts of, the A&R DCMH Agreement; (f) the Managing Directors and Colony Capital shall enter into, and deliver to each other and the Wafra Representative executed counterparts of the A&R Restrictive Covenant Agreements; (g) Xxx Xxxxxxx and Colony Capital shall enter into, and deliver to each other and the Wafra Representative executed counterparts of the A&R Employment Agreement; (h) Colony Capital and the Warrantholder shall enter into, and deliver to each other executed counterparts of, the Warrants; (i) W-Catalina (SP) LLC and Colony DCP Investor, LLC shall enter into, and deliver to each other executed counterparts of, the Fund I Specified Investment Purchase Agreement, and W‑Catalina (SP) LLC shall pay or cause to be paid, by wire transfer of immediately available funds to the account or accounts designated by CCOC as set forth on Schedule 2.3 of the Seller Disclosure Schedule, the purchase price specified therein; (j) [Reserved]; LA_LAN01:362972.20 (k) Colony Capital, NewCo (Carry), DCMH, W-Catalina (C) LLC and Buyer shall enter into, and deliver to each other executed counterparts of, the Specified / Warehouse Investment Side Letter; (l) the Managing Directors shall enter into, and deliver to the Wafra Representative executed counterparts of, the Acknowledgement Letter; (m) Buyer shall have entered into, and delivered to CCOC executed counterparts of, the Buyer Insurance Policy; (n) CCOC shall pay, or cause to be paid, all out-of-pocket costs relating to obtaining the Buyer Insurance Policy (including the total premium, underwriting costs, brokerage commission for Buyer’s brokers, Taxes related to such policy and other fees and expenses of such policy), including reimbursement of Buyer for any such expenses advanced by Buyer; provided, CCOC shall not be responsible for any fees and expenses of Buyer’s outside counsel; (o) CCDH and CDCM shall each deliver to the Wafra Representative a properly completed and duly executed IRS Form W-9; and (p) each Party shall deliver, or shall cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d). (c) Seller shall delivereach other Party, or cause as applicable, all other previously undelivered documents reasonably requested to be delivered, delivered by such Party to Purchaser another Party pursuant to this Agreement or the deliveries set forth in Section 8.02(d)Ancillary Agreements.

Deliveries at Closing. Subject At the Closing and subject to satisfaction or waiver of all conditions to the terms obligations of the Parties to consummate the transactions contemplated hereby, (i) Seller will deliver to Buyer the various certificates, instruments, and conditions documents referred to in §7(a) below, (ii) Buyer will deliver to Seller the various certificates, instruments, and documents referred to in §7(b) below, (iii) Seller will deliver to Buyer certificates representing all of its Common Shares, accompanied by either an assignment in writing on the back of the certificate or by a written power of attorney to assign and transfer the same on the books of Target, (iv) Buyer will deliver to Seller and Target, as applicable, the consideration specified in §2(b) above, (v) Target will distribute the Distributable Securities to Seller, (vi) Target will deliver to Buyer certificates representing the New Common Shares and (vii) each of the Parties will deliver its executed counterpart to the joint written instructions to the Escrow Agent such that the deliveries described in this §2(e) shall occur in the manner set forth in the Escrow Agreement, as applicable. Notwithstanding any other provision of this Agreement, at the Closing, Parties agree that the following Persons shall deliver or cause actions to take place at Closing will occur in the order as set forth below, but that in order for any one of such actions to be delivered the following:effective and binding, all such actions must occur as prescribed. (aA) Purchaser The Amended and Restated Operating Agreement of Target shall deliver be amended by Seller executing the Purchase Price Second Amendment to such Agreement as follows:set forth in Exhibit 2(e)(A). (iA) Purchaser Buyer shall deliver make the Adjustment Escrow Amount to the Escrow Agent by wire transfer Capital Contribution in exchange for and as consideration for 6,577 of immediately available funds for deposit New Common Shares as set forth in the Adjustment Escrow Account §2(b), which New Common Shares shall be deposited in escrow and distributed in accordance with the terms of the Escrow Agreement;. (iiB) Purchaser Target shall repaydistribute the Distributable Securities to Seller, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, which Distributable Securities shall be deposited in escrow and distributed in accordance with the Pay-Off Letters;terms of the Escrow Agreement. (iiiC) Purchaser Buyer shall paypay the Purchase Price to Seller as consideration for Buyer’s purchase of all of Seller’s Common Shares as set forth in §2(b), on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, Purchase Price and Common Shares shall be deposited in escrow and distributed in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf terms of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Closing)Escrow Agreement. (b) Purchaser shall deliver, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d). (c) Seller shall deliver, or cause to be delivered, to Purchaser the deliveries set forth in Section 8.02(d).

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at At the Closing, the following Persons shall deliver or cause to be delivered the following: (a1) Purchaser shall deliver pay to Newco a portion of the Closing Purchase Price as follows: (i) Purchaser equal to $200,000,000 and shall deliver the Adjustment Escrow Amount pay to the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement; Sellers (ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereofother than Newco), in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companiestheir Closing Payment Portions, the Company Transaction Expenses Closing Purchase Price less the $200,000,000 paid to Newco, in accordance with wire transfer instructions to be provided by the Sellers to Purchaser no later than two (other than the Change of Control Payments which are addressed below2) not paid by Seller Business Days prior to the Closing Date; (2) Purchaser shall make the OMAM Capital Contribution by wire transfer to the payees thereof, in accordance with wire instructions provided by the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (such designation to occur Sellers no less later than two (2) Business Days prior to the Closing)., and the Company shall make the Distribution to the Sellers (other than Newco) in accordance with their respective Capital Contribution Portions; (b3) Purchaser Sellers shall deliverpay, or cause direct Purchaser to pay on their behalf in accordance with wire instructions to be deliveredprovided by the Sellers to Purchaser no later than two (2) Business Days prior to the Closing Date, the Closing Indebtedness, and will deliver to Seller Purchaser payoff letters (to the deliveries set forth extent customarily provided, and in form and substance reasonably satisfactory to Purchaser) for the Closing Indebtedness (provided, however, that the Credit Agreement will remain in effect following the Closing subject to Section 8.03(c) and Section 8.03(d4.19(b).); (c4) Seller Sellers shall deliverpay, or cause direct Purchaser to pay on their behalf in accordance with wire instructions to be deliveredprovided by the Sellers to Purchaser no later than two (2) Business Days prior to the Closing Date, the Sellers’ Transaction Expenses; (5) the Sellers shall execute and deliver to Purchaser such transfer instruments or other documents as Purchaser may reasonably request in order to sell, transfer, assign, convey and deliver to Purchaser the deliveries set forth Purchased Interests; (6) the Company shall deliver to Purchaser a duly executed certificate, dated as of the Closing Date that satisfies the requirements of Treasury Regulation Section 1.1445-11T(d)(2); (7) the Company and/or the Sellers shall deliver to Purchaser such returns, in Section 8.02(d)such forms as may be prescribed, as may be required in connection with the controlling interest transfer tax under to Conn. Gen. Stat. Chapter 228b (§§12-368a through 12-639) with respect to the Owned Real Property; (8) the Sellers shall use commercially reasonable efforts to deliver to Purchaser the resignations of the members of the Management Board of the Company, effective as of the Closing; and (9) the applicable parties shall deliver the certificates, agreements and other items referred to in Sections 5.02 and 5.03, respectively.

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at At the Closing, the following Persons shall deliver or cause to be delivered the following:: --------------------- (a) Purchaser Seller shall deliver to Buyer the Purchase Price as followsitems described in clauses (i) through (xi) below: (i) Purchaser shall deliver one or more Bills of Sale, in form and substance reasonably satisfactory to Buyer and Seller (the Adjustment Escrow Amount to "Xxxx of Sale"), executed by Seller or, as applicable, by the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow AgreementAssigning Subsidiaries; (ii) Purchaser shall repayone or more Assignment and Assumption Agreements, on behalf of in form and substance reasonably satisfactory to Buyer and Seller (the Brand Companies"Assignment Agreement"), the Funded Indebtedness outstanding executed by Seller or, as of the Closingapplicable, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Lettersany Assigning Subsidiary; (iii) Purchaser shall paythe Customer License Agreement, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid executed by Seller prior to the Closing or, as applicable, by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii)any Assigning Subsidiary; (iv) Purchaser shall delivera Transition Services Agreement, in form and substance reasonably satisfactory to Buyer and Seller (the "Transition Services Agreement") and providing for the provision by Seller to Buyer and the Transferred Subsidiaries of data processing and information and accounting services, at Seller's unit cost charge rates (with no markup) for the first three months after Closing and at Seller's unit cost charge rates plus any additional costs associated therewith for a period of six additional months thereafter, executed by Seller; (v) agreements in form and substance reasonably satisfactory to Buyer and Seller (the "Real Estate Documents"), providing for the subleasing by Seller to Buyer of the space currently occupied by personnel primarily engaged in the conduct of the Business at Seller's Spring Creek site and, except as Buyer and Seller may otherwise reasonably agree, the sharing of space at the other facilities of Seller or any Subsidiary constituting Purchased Assets or Excluded Assets, as the case may be, that are currently shared by personnel primarily engaged in the conduct of the Business, on the one hand, and personnel primarily engaged in the conduct of other businesses of Seller, on the other hand, in each case for a period of three years (with the party to whom space is provided (A) being obligated to bear a proportionate share of the actual occupancy cost of the party providing such space, without markup, and (B) having the right to terminate its occupancy of space in whole or in part upon reasonable notice and other reasonable terms); (vi) an Assignment of Trademarks and Service Marks to Buyer, in recordable form and in form and substance reasonably satisfactory to Buyer and Seller (the "Trademark Assignment"), executed by Seller or, as applicable, any Assigning Subsidiary; (vii) an Assignment of Patents to Buyer, in recordable form and in form and substance reasonably satisfactory to Buyer and Seller (the "Patent Assignment"), executed by Seller or, as applicable, any Assigning Subsidiary; (viii) stock certificates evidencing the Transferred Subsidiary Shares, accompanied by duly executed stock powers or other appropriate instruments of transfer, in form and substance reasonably satisfactory to Buyer; (ix) a Certificate (the "Seller Closing Certificate"), dated the Closing Date, in the form described in Section 10.1, executed by Seller; (x) evidence that the party signing this Agreement on behalf of the Brand Companies, an amount equal Seller is authorized to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority)do so; and (vxi) Purchaser all other documents, certificates, instruments or writings reasonably requested by Buyer in connection herewith. (b) Buyer shall deliver to Seller the Net items described in clauses (i) through (viii) below: (i) the Purchase Price described in Section 2.1 above; (ii) the Assignment Agreement, executed by Buyer; (iii) the Customer License Agreement, executed by Buyer; (iv) the Transition Services Agreement, executed by Buyer; (v) the Real Estate Documents, executed by Buyer; (vi) a Certificate, dated the Closing Cash Consideration Date, in the form described in Section 11.1, executed by wire transfer Buyer (the "Buyer Closing Certificate"); (vii) evidence that the party signing this Agreement on behalf of immediately available funds Buyer is authorized to an account do so; and (viii) all other documents, certificates, instruments or accounts designated writings reasonably requested by Seller (such designation to occur no less than two Business Days prior to the Closing). (b) Purchaser shall deliver, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d)connection herewith. (c) Seller The Xxxx of Sale, Assignment Agreement, Customer License Agreement, Transition Services Agreement, Real Estate Documents, Trademark Assignment and Patent Assignment shall deliverconstitute, or cause to be deliveredcollectively, to Purchaser the deliveries set forth in Section 8.02(d)"Collateral Agreements."

Deliveries at Closing. Subject At the Closing: (A) Purchaser shall deliver to USOP, to the terms and conditions of this Agreement, at extent applicable with respect to the Closing, the following Persons shall deliver or cause items described below in clauses (i), (iii), (iv) and (v) and, with respect to be delivered clause (ii), to the following: (a) Purchaser shall deliver the Purchase Price as followsEscrow Agent: (i) Purchaser shall deliver the Adjustment Escrow Amount to Purchase Price (less the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement; (iiAmount) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an the account or accounts designated by Seller (such designation USOP in a written notice to occur Purchaser delivered no less later than two (2) Business Days prior to the Closing; (ii) the Escrow Amount by wire transfer of immediately available funds, to be held in escrow in accordance with the Escrow Agreement; (iii) an assumption agreement pursuant to which Purchaser assumes at the Closing the Assumed Liabilities being assigned at the Closing, in form and substance reasonably satisfactory to USOP (the "ASSUMPTION AGREEMENT"), executed by Purchaser; (iv) the officer's certificate referenced in SECTION 6.03(C); and (v) all other documents, certificates, instruments or writings set forth on SECTION 6.03 or reasonably requested by USOP in connection herewith. (bB) Purchaser USOP shall deliver, or cause each Seller to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d). (c) Seller shall deliver, or cause to be deliveredas applicable, to Purchaser the deliveries items described in clauses (i) through (iv) below, to the extent applicable with respect to the Closing: (i) a general xxxx of sale and assignment, in form and substance reasonably satisfactory to Purchaser (the "XXXX OF SALE"), with respect to the Assets to be conveyed by USOP and each Seller at the Closing and any other instruments of transfer, conveyance and assignment reasonably requested by Purchaser so as to convey to Purchaser good title, free and clear of all Encumbrances (other than Assumed Encumbrances), to all of each Seller's right, title and interest in and to the Assets to be conveyed at the Closing, each executed by each applicable Seller; (ii) warranty deeds and tax withholding affidavits satisfying Section 1445(b)(2) of the Internal Revenue Code, each in form and substance reasonably satisfactory to Purchaser, with respect to any Owned Real Property transferred by any Seller; (iii) the officers' certificate referenced in SECTION 6.04(C); and (iv) all other documents, certificates, instruments or writings set forth on SECTION 6.04 or reasonably requested by Purchaser in Section 8.02(d)connection herewith.

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at the Closing, the following Persons shall deliver or cause to be delivered the following: (a) Purchaser Parent shall deliver the Purchase Price Estimated Adjusted Merger Consideration, as follows: (i) Purchaser Parent shall deliver the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement; (ii) Purchaser shall repay, on behalf of the Brand Target Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments any Estimated Closing Indebtedness Amount for which the Company or its Representatives have delivered payoff letters in a form reasonably acceptable to Parent by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll holders of such Closing Indebtedness in accordance with the terms of such payoff letters; (ii) Parent shall deliver (on behalf of the Closing Date (subject to withholding for Taxes, which amounts shall be paid Stockholders or the Target Companies) an amount equal to the Estimated Closing Company for disbursement Transaction Expenses Amount (other than Change of Control Payments) not paid by the Company or the Stockholders prior to Closing by wire transfer of immediately available funds to the applicable taxing authority); andaccount or accounts designated by the Company in the Estimated Closing Statement; (viii) Purchaser Parent shall deliver (on behalf of the Company) an amount equal to Seller the Net Closing Cash Consideration aggregate Change of Control Payments by wire transfer of immediately available funds to an account or accounts designated to Parent in writing by Seller the Company in the Estimated Closing Statement; (such designation to occur iv) Parent shall deliver the Stockholder Representative Expense Amount, which shall be delivered by Parent (on behalf of the Stockholders) by wire transfer of immediately available funds for deposit in an account designated by the Stockholder Representative no less later than two Business Days prior to the Closing)Closing Date; (v) Parent shall deliver the Adjustment Escrow Amount to the Escrow Agent, which shall be delivered by Parent (on behalf of the Stockholders) by wire transfer of immediately available funds for deposit in the Escrow Account; and (vi) Parent shall deliver to the Payments Administrator the Estimated Stockholder Distribution Amount by wire transfer of immediately available funds, for deposit in the Exchange Fund for distribution to the Stockholders pursuant to the Allocation Schedule. (b) Purchaser Parent shall deliver, or cause to be delivered, to Seller the Company the deliveries set forth in Section 8.03(c) and Section 8.03(d7.03(c). (c) Seller The Company shall deliver, or cause to be delivered, to Purchaser Parent the deliveries set forth in Section 8.02(d7.02(h).

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at At the Closing, the following Persons shall deliver or cause to be delivered the following: (a) Purchaser shall deliver the Purchase Price as follows: (i) Purchaser Each Seller shall deliver to Holdings the Adjustment certificates representing the Contributed Units together with such other appropriately executed instruments of contribution, transfer and conveyance reasonably requested by Holdings in form and substance reasonably satisfactory to Holdings and its counsel evidencing and effecting the contribution and transfer to Holdings of the Contributed Units; (ii) Holdings shall issue to each Rollover Seller Per Unit Holdings Securities with respect to such Seller's Contributed Unit immediately prior to the Closing as set forth on the Total Value Certificate with legends affixed to the stock certificates evidencing such shares of Holdings Securities as set forth in Section 10.12; (iii) Each Seller shall deliver to Buyer the certificates representing the Purchased Units together with such other appropriately executed instruments of contribution, transfer and conveyance reasonably requested by Holdings in form and substance reasonably satisfactory to Buyer and its counsel evidencing and effecting the contribution and transfer to Buyer of the Purchased Units; (iv) Buyer shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, the Indebtedness outstanding under the Baptist Loans, specified in a payoff letter delivered to Buyer pursuant to Section 3.1(l) by wire transfer in immediately available funds (and the amount of such Indebtedness shall reduce the Total Value); (v) Buyer shall pay, or cause to be paid, on behalf of the Sellers, the Company and its Subsidiaries, as applicable, the Sellers' Expenses identified by the Company prior to the Closing to the extent not paid by the Company at or prior to Closing solely out of Company Unregulated Cash by wire transfer in immediately available funds to the accounts and/or Persons specified by the Company prior to Closing (and the amount of any such Sellers' Expenses shall reduce the Total Value); (vi) Buyer shall pay an amount (the "Closing Payment") equal to the Estimated Cash Purchase Price minus the Escrow Amount to the Escrow Agent Sellers' Representative, on behalf of Sellers, by wire transfer of immediately available funds to the account designated in writing by the Sellers' Representative to Buyer at least two (2) business days prior to the Closing; (vii) Buyer shall deliver to the Escrow Agent the Escrow Amount by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent for deposit into an escrow account established pursuant to the terms of the Escrow Agreement. The Escrow Amount shall be available to satisfy amounts owing to the Buyer Parties pursuant to Section 2.3(d), Section 9.2 and Section 9.10(b) below. Subject to the conditions and limitations set forth in the Adjustment Escrow Agreement, (i) upon determination of the Final Cash Purchase Price pursuant to Section 2.3 below, the Escrow Agent will distribute an amount equal to (A) $2,200,000 minus (B) the excess (if any) of the Estimated Cash Purchase Price over the Final Cash Purchase Price, in accordance with the terms of the Escrow Agreement, (ii) on the date that is eighteen months after the Closing Date, any Escrow Funds (other than Escrow Funds subject to outstanding claims) in excess of $5 million held by the Escrow Agent in the Escrow Account will be disbursed in accordance with the terms of the Escrow Agreement and, (iii) on the third anniversary of the Closing Date, all remaining Escrow Funds (other than Escrow Funds subject to outstanding claims) shall be disbursed in accordance with the terms of the Escrow Agreement; (iiviii) Purchaser the Company, Sellers, the Sellers' Representative, Buyer and Holdings, as applicable, shall repay, deliver the certificates and other documents and instruments required to be delivered by or on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed such party under Article III below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (vix) Purchaser Sellers shall deliver to Seller the Net Closing Cash Consideration by wire transfer Company all corporate books and records and other property of immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Closing)Company in their possession, if any. (b) Purchaser shall deliver, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d). (c) Seller shall deliver, or cause to be delivered, to Purchaser the deliveries set forth in Section 8.02(d).

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at the Closing, the following Persons shall deliver or cause to be delivered the following: (a) Purchaser shall On the Closing Date (or prior to the Closing Date where indicated), Seller Parent will execute (where applicable) and/or deliver to Purchaser, or will cause its Subsidiaries to execute and/or deliver to Purchaser, in each case, unless the Purchase Price as followsdelivery of such item is waived in writing by Purchaser: (i) Purchaser shall deliver the Adjustment Escrow Amount duly executed counterparts to the Escrow Agent by wire transfer each Transaction Document to which any member of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow AgreementSeller Group is a party; (ii) Purchaser shall repaya certificate executed by a duly authorized officer of Seller Parent, on behalf of the Brand Companies, the Funded Indebtedness outstanding dated as of the ClosingClosing Date, by wire transfer to certifying that each of the holder(sconditions set forth in Section 6.1(a) thereof, in accordance with the Pay-Off Lettersand Section 6.1(e) have been satisfied; (iii) Purchaser shall pay, on behalf certificates or book entry security entitlements representing all of the Brand Companies, U.S. Acquired Company Equity and a share certificate or duly executed share transfer form representing all of the Canada Acquired Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii)Equity; (iv) Purchaser shall deliver, on behalf customary payoff and release letters with respect to any Indebtedness outstanding as of Closing for borrowed money of the Brand Companies, an amount equal Acquired Companies to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority)third-party lenders; and (v) a statement in the form attached hereto as Exhibit A, signed under penalties of perjury and dated no more than thirty (30) days prior to the Closing Date, confirming that U.S. Seller is not a “foreign person” as defined in Section 1445 of the Code. (b) On the Closing Date, Purchaser shall or any Purchaser Designee, as the case may be, will execute (where applicable) and/or deliver to Seller Parent, or cause to be executed and/or delivered to Seller Parent (or the Net specified Seller Accounts, as applicable): (i) payment by Purchaser or any Purchaser Designee of the Estimated Closing Cash Consideration Payment, by wire transfer of immediately available funds to an account the specified Seller Accounts (and Purchaser or accounts designated any Purchaser Designee shall make the other payments as required by Seller (such designation to occur no less than two Business Days prior to the ClosingSection 1.2(d).); (bii) duly executed counterparts to each Transaction Document to which Purchaser shall deliveror any Purchaser Designee is a party; and (iii) a certificate executed by a duly authorized signatory of Purchaser, or cause to be delivereddated as of the Closing Date, to Seller certifying that each of the deliveries conditions set forth in Section 8.03(c6.2(a) and Section 8.03(d)has been satisfied. (c) Seller shall deliver, or cause to be delivered, to Purchaser the deliveries set forth in Section 8.02(d).

Deliveries at Closing. Subject On the Closing Date, Closing shall occur as follows, subject to satisfaction of all of the terms and conditions of this Agreement: 7.2.1 Seller shall convey the Property to Purchaser, subject to the Permitted Exceptions, by a special warranty deed (the “Deed”) materially in the form attached hereto as Exhibit 7.2.1 and incorporated herein by this reference, duly executed, witnessed and notarized and in recordable form (together with any required transfer tax or documentary declarations therefor). The legal descriptions of the Real Property set forth in the Deed shall be based upon and conform to the applicable record title legal description contained in Seller’s vesting deed(s) (the “Vesting Legal Description”). If requested by Purchaser, Seller shall deliver to Purchaser a quitclaim (non-warranty) deed in form and substance reasonably satisfactory to Seller if the legal description shown on the Updated Survey differs from the Vesting Legal Description. 7.2.2 Seller shall execute and deliver to Purchaser a limited warranty bxxx of sale in the form attached hereto as Exhibit 7.2.2 and incorporated herein by this reference conveying to Purchaser the Personal Property. 7.2.3 Seller and Purchaser shall execute, acknowledge and deliver to each other an assignment and assumption of Service Contracts, and the Intangible Personal Property, in the form of the Assignment and Assumption of Contracts and Intangible Rights attached hereto as Exhibit 7.2.3 and incorporated herein by this reference, together with the original of each such warranty, guaranty and/or bond, to the extent in Seller’s possession. 7.2.4 Seller shall execute and deliver to Purchaser a certificate of nonforeign status. 7.2.5 Seller shall deliver to Escrow Agent satisfactory evidence of Seller’s organization and formation, existence, good standing, if applicable, and authority to execute and deliver the Deed and the other Closing documents contemplated herein. 7.2.6 Seller shall deliver possession of the Property to Purchaser immediately on the Closing Date, free and clear of all uses and occupancies, except the Permitted Exceptions. 7.2.7 Seller shall execute an owner’s title affidavit and such other items, as may be reasonably requested by Escrow Agent and in form approved by Seller, in order to delete the standard exceptions set forth in the Title Commitment so that Purchaser may obtain at Closing the Title Policy. 7.2.8 Seller and Purchaser shall each execute and deliver a real property transfer tax affidavit (or similar documents) to the extent required in connection with conveyance of the Property. 7.2.9 Seller and Purchaser shall each execute and deliver a separate seller’s or buyer’s settlement statement prepared by Escrow Agent, as applicable, setting forth the amounts paid by or on behalf of and/or credited to each of Seller and Purchaser pursuant to this Agreement. 7.2.10 Concurrently with Seller’s deliveries at Closing, the following Persons shall deliver or cause to be delivered the following: (a) Purchaser shall deliver pay to Seller in cash the Purchase Price as follows: (i) Purchaser shall deliver the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement; (ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxesthe adjustments, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (vprorations and credits provided herein) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Closing)as provided in Section 3.1. (b) 7.2.11 In addition to all documents, instruments and agreements expressly provided for herein, Purchaser shall deliver, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d). (c) Seller shall deliverexecute and/or provide such other certificates, or cause broker’s lien waivers, affidavits and documents as may be reasonably required by Escrow Agent to be delivered, to Purchaser effectuate the deliveries set forth in Section 8.02(d)purposes of this Agreement.

Deliveries at Closing. Subject The following shall be delivered to the terms and conditions of this AgreementTitle Company, at Buyer or Sellers, as set forth below, on or before the Closing, the following Persons shall deliver or cause to be delivered the followingClosing Date: (a) Purchaser Each Seller shall execute and deliver the Purchase Price as follows: (i) Purchaser shall deliver the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds for deposit Title Company a Special Warranty Deed in the Adjustment form of Exhibit G attached hereto, an Assignment and Assumption Agreement in the form of Exhibit D attached hereto, and a Bxxx of Sale in the form of Exhibit U attached hereto, and a Post Closing Escrow Account in accordance with the terms of the Escrow Holdback Agreement; (ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer each pertaining to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid Property owned by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Closing)Seller. (b) Purchaser Each Seller and Buyer shall deliver, execute and deliver to the other duplicate originals of notices to all Tenants stating that (i) the Properties have been sold and conveyed to Buyer; and (ii) such other matters as are required by applicable law or cause pursuant to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(dterms of the Leases or which either party may reasonably request (the “Tenant Notification Letters”). (c) Each Seller and Buyer shall deliverexecute and deliver to the other and the Title Company such evidence as may be reasonably required by the other of the due authorization, execution and delivery by such party of this Agreement and Seller’s Documents or Buyer’s Documents, as the case may be. (d) Sellers shall deliver to Buyer a list of all Tenants who are delinquent, as of the Closing Date, in the payment of Rents, the amount of each such delinquency and the period to which each such delinquency relates. (e) To the extent not previously delivered to Buyer or the Receiving Party Representatives, Sellers shall deliver to Buyer each of the following, to the extent in Sellers’ possession: copies of all tenant files, unexpired warranties and guaranties affecting the Properties, the Permits, real estate tax bills for the tax year in which the Closing Date occurs (if then available), then current water, sewer and utility bills for the Properties, the Service Contracts (to the extent assumed by Buyer), copies of operating statements for the Properties for the one-year period prior to the Closing Date, originals of the Leases, each to the extent in Sellers’ possession or control or reasonably available to Sellers, excluding, however, such instruments and documents as Sellers may reasonably require for their own use following the Closing Date (and as to all such instruments and documents other than the Leases, Sellers will deliver true and complete copies thereof to Buyer). Such instruments and documents shall be deemed to have been delivered to Buyer if the same are maintained in the property management office of any Property. (f) Sellers shall terminate or cause to be deliveredterminated, effective not later than the last day of the first full calendar month following Closing, (i) all existing property management and parking management agreements affecting the Properties, (ii) all leasing commission agreements (other than any leasing commission agreements with respect to Out-for-Signature Leases or contained within any Lease or payable by Buyer pursuant to the provisions of this Agreement), and (iii) those Service Contracts, designated in writing by Buyer (no less than thirty-five (35) days prior to the Closing Date) which may by their terms be terminated with thirty (30) days’ prior notice; provided, however, Sellers shall not be required to terminate any such Service Contracts, if, (A) any payments are required to be made in connection with such termination unless Buyer shall have agreed to pay the same or (B) any Seller shall incur any liability with respect to such termination. (g) Each Seller and Buyer shall execute and deliver to the other duplicate originals, to Purchaser the deliveries extent such agreements are not terminated prior to Closing, of notices to the contractors under the Service Contracts and Tenants under the Leases advising such parties of the sale of the Properties at the Closing (“Other Notification Letters”). (h) Each Seller shall execute, acknowledge and deliver to the Title Company an affidavit in the form attached hereto as Exhibit V for the benefit of the Title Company together with such other documents as the Title Company may reasonably require (provided the same do not result in any additional liability to any Seller). (i) Sellers shall deliver to Buyer an updated tenant list, the Leases, the Service Contracts (to the extent assumed by Buyer). (j) Subject to Section 7.2(b), Sellers shall deliver to Buyer the Tenant Estoppels that Sellers have received from the Tenants. (k) Each Seller shall deliver to Buyer a FIRPTA certification in the form of Exhibit W attached hereto. (l) Buyer shall deliver to the Title Company for disbursement to Sellers the balance of the Purchase Price pursuant to Article II above. (m) Sellers shall deliver to Buyer any Security Deposits in Seller’s possession or control that have not been (i) applied to defaults as permitted by this Agreement or (ii) credited to Buyer pursuant to Section 6.6 hereof. (n) Each Seller and Buyer shall execute and deliver to each other a certificate updating the representations and warranties made by each of them in Articles VIII and IX, respectively. If any of the facts contained in the representations and warranties made by Sellers in Article VIII change in any material respect between the Effective Date and the Closing Date, then promptly upon learning of such change in facts, Sellers shall disclose such changes in writing to Buyer. The matters contained in the certificates delivered hereunder shall survive the Closing until the respective Survival Dates set forth in Section 8.02(d24.9(a) hereof with respect to the representation to which each such matter relates. (o) Sellers and Buyer shall each execute and deliver to each other and Title Company a closing statement. (p) Sellers and Buyer shall each execute and deliver to each other and the Title Company the Purchase Price Amendment. (q) Originals of any letters of credit (collectively, “Letters of Credit”) identified on Exhibit S which are held by any Seller as security deposits, if such Letters of Credit in their present form (including amendments thereto) permit Buyer to exercise the rights of beneficiary thereunder without amendment of such Letters of Credit; provided, however, that as for those Letters of Credit that require amendment in order to enable Buyer to exercise the rights of beneficiary thereunder, the same shall be delivered to Buyer at Closing and Sellers and Buyer shall cooperate and expend commercially reasonable efforts to obtain such amendments after the Closing, for the benefit of and delivery to Buyer or to draw upon such Letter of Credit, if permitted under the terms of such Letter of Credit (but in either case Sellers shall not be obligated to spend any money unless Buyer has agreed to reimburse Sellers therefor). If Sellers shall be unable to amend such Letter of Credit, Sellers shall cooperate with Buyer to obtain a replacement Letter of Credit with respect thereto in favor of Buyer (but Sellers shall not be obligated to spend any money unless Buyer has agreed to-reimburse Sellers therefor). Buyer agrees to indemnify, defend and hold Sellers harmless from and against any and all costs, loss, damages and expenses of any kind or nature whatsoever (including reasonable attorneys’ fees and costs) arising out of or resulting from any Seller’s presenting any such Letter of Credit for payment in accordance with Buyers request. The provisions of this Section 13.1(p) shall survive the Closing until the Survival Date set forth in Section 24.9(a) hereof. (r) Sellers shall deliver to Buyer the declarant/owner’s association estoppels that Sellers have received. (s) Each Seller and Buyer shall execute and deliver to each other and the Title Company such other instruments and documents and shall pay such sums of money which may be required pursuant to any of the other provisions of this Agreement; provided, however, the foregoing shall not expand or modify either party’s obligations contained in this Agreement. Each instrument and document to be delivered prior to the Closing Date, the form of which is not attached to this Agreement as an Exhibit, shall be consistent with the applicable provisions of this Agreement and shall be in the form or contain the information or provisions provided for in this Agreement. (t) In the event Buyer closes on the purchase of all Properties within the Mxxx Center Portfolio, the Sellers of Property within the Mxxx Center Portfolio shall assign to Buyer at Closing all of their interests as declarant, if any, under any and all recorded declarations pertaining to Mxxx Center (the “Mxxx Center Declaration”). The parties agree that the Mxxx Center Declaration shall be amended, subject to obtaining any necessary lender consents (i) to delete provisions thereof that provide the declarant thereunder rights of first refusal or negotiation in connection with acquiring land or buildings in Mxxx Center, and (ii) to remove the Millbrook project from the application of the Declaration. In the event Buyer closes on the purchase of all Properties within the TransDulles Centre Portfolio, the Sellers of Property within the TransDulles Centre Portfolio shall assign to Buyer at Closing all of their interests as declarant, if any, under any and all Declarations pertaining to TransDulles Centre. In the event Buyer closes on the purchase of all Properties within the Westfields Portfolio, the Sellers of Property within the Westfields Portfolio shall assign to Buyer at Closing all of their interests as declarant, if any, under any and all Declarations pertaining to Liberty Center or the TASC campus.

Deliveries at Closing. Subject (a) At the Closing, each of the Sellers shall deliver to the Purchasers (i) a duly executed xxxx of sale and such other duly executed instruments of conveyance, transfer, and assignment as may be required to transfer to the Purchasers the Assets owned by such Seller, and (ii) such other duly executed documents and certificates as may be required to be delivered by the Sellers pursuant to the terms and conditions of this AgreementAgreement including but not limited to (A) duly executed and acknowledged Special Warranty Deeds in a form and substance reasonably acceptable to Purchasers (the "Deeds") conveying title to the real property subject only to the Permitted Encumbrances, at together with any documents reasonably required by any title company issuing title insurance with regard to this transaction for the effective conveyance to Purchasers of the real property and (B) applicable assignments of each lease as to real property leasehold interests owned by Sellers, each in a form and substance reasonably acceptable to Purchasers. (b) At the Closing, the following Persons Purchasers shall deliver or cause to be delivered the following: (a) Purchaser shall deliver the Purchase Price as follows: Sellers (i) Purchaser shall deliver such duly executed instruments as may be required to effectuate the Adjustment Escrow Amount to assumption by the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms Purchasers of the Escrow Agreement; Assumed Liabilities, (ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller the Sellers, (iii) stock certificates representing the Stock Consideration accompanied by stock powers duly executed in blank, and (iv) such designation other duly executed documents and certificates as may be required to occur no less than two Business Days prior be delivered by the Purchasers pursuant to the Closing). (b) Purchaser shall deliver, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d)terms of this Agreement. (c) Seller shall deliverAt Closing all real estate taxes and assessments with respect to the real property for the year in which the Closing occurs will be prorated as of the Closing Date, or cause with Sellers being charged and credited for all of the same up to such date and for prior years during Sellers' ownership and the Purchasers being charged and credited for all of the same on and after such date. If the actual amounts to be deliveredprorated are not known as of the Closing Date, to Purchaser the deliveries prorations shall be made on the basis of taxes assessed for the prior calendar year; provided, however, for purposes of calculating such prorated amounts, taxes for the prior calendar year shall be increased by five percent (5%). Except as set forth below, no proration shall be made at the Closing for utility charges including, without limitation, water, wastewater, telephone, gas and electricity. Sellers shall terminate Sellers' accounts (but not the service itself) with the providers of all such services as of the Closing Date. Prior to the Closing Date, Purchasers shall make application to the service providers for the continuation of such services in Section 8.02(d)the name of Purchasers. It is anticipated that in connection with all such utility services that the meters will be read on or about the Closing Date and Sellers shall be responsible for paying the bills for such services on or prior to the Closing Date and Purchasers shall be responsible for the payment of all such bills occurring after the Closing Date. If any such accounts are not paid in full and terminated, they shall be prorated as of the Closing Date with Sellers being charged and credited for all of the same up to such date and for all prior months during Sellers' ownership and the Purchasers being charged and credited for all of the same on or after such date. If all amounts to be prorated are not known as of the Closing Date, the prorations shall be made on the basis of the prior month's xxxx. Except for those instances in which Sellers have not paid an utility account in full and terminated such account, in which case any deposit held by the applicable utility service provider shall be first applied to any outstanding amounts due and owing to any balance remaining then returned to Sellers, Sellers shall keep and retain all rights to any deposits held by any utility service providers in connection with the real property. The provisions of this subsection shall survive the Closing.

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at the Closing, the following Persons shall deliver or cause to be delivered the following: (a) Purchaser the Company shall deliver the Purchase Price as follows: to each Purchaser certificates representing (i) all of the shares of Common Stock to be purchased by such Purchaser as set forth on SCHEDULE IB, under the column "Common Stock", (ii) all of the shares of Redeemable Preferred Stock to be purchased by such Purchaser as set forth on SCHEDULE IB, under the column "Redeemable Preferred Stock", and (iii) all of the Subordinated Notes to be issued to such Purchaser as set forth on SCHEDULE IB, under the column "Subordinated Notes"; (b) each Purchaser shall deliver the Adjustment Escrow Amount pay to the Escrow Agent Company the aggregate consideration payable to the Company for the securities to be delivered to such Purchaser by the Company pursuant to clause (a) above as set forth on SCHEDULE IB by wire transfer or delivery of other immediately available funds for deposit on the Closing Date to an account that will be designated by the Company in writing and delivered to the Adjustment Escrow Account in accordance with the terms of the Escrow AgreementPurchasers at least forty-eight hours prior to Closing; (c) each Stockholder shall surrender to the Company the certificate(s) representing such Stockholder's portion of the Redeemed Stock, whereupon the Company shall cancel such Redeemed Stock, which shall thereafter cease to be issued and outstanding; (d) the Company shall deliver to each Stockholder a (i) promissory note in the principal amount set forth opposite such Stockholder's name on SCHEDULE IA, in the form attached hereto as EXHIBIT I, and (ii) Purchaser shall repay, stand-by letter of credit issued by IBJ Schrxxxx Xxxk & Trust Company (the "LC Bank") in favor of such Stockholder in a face amount equal to the principal amount set forth opposite such Stockholder's name on behalf SCHEDULE IA in the form attached hereto as EXHIBIT M; (e) in consideration for the redemption of the Brand CompaniesRedeemed Stock, the Funded Indebtedness outstanding Company shall (i) pay to each Stockholder such Stockholder's Cash Redemption Amount as set forth on SCHEDULE IA by wire transfer or delivery of other immediately available funds on the Closing Date to the account designated by such Stockholder in writing and delivered to the Company at least forty-eight hours prior to the Closing, by wire transfer and (ii) deliver to each Stockholder certificates representing the holder(s) thereof, in accordance with the Pay-Off Letters;Series A Preferred to be issued to such Stockholder as set forth on SCHEDULE IA; and (iiif) Purchaser the Parties shall paycause the opinions, on behalf of the Brand Companiescertificates, the Company Transaction Expenses (and other than the Change of Control Payments which are addressed below) not paid by Seller prior documents and instruments to the Closing by wire transfer to the payees thereof, in accordance with the invoices be delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Closing)8 hereof. (b) Purchaser shall deliver, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d). (c) Seller shall deliver, or cause to be delivered, to Purchaser the deliveries set forth in Section 8.02(d).

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at At the Closing, in addition to the following Persons shall deliver or cause deliveries required to be delivered the following: (a) Purchaser shall deliver the Purchase Price as follows: (i) Purchaser shall deliver the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement; (ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller made at or prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); Article VII, (ivi) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser each Seller shall deliver to Buyer certificates representing the Shares sold by such Seller duly endorsed for transfer or accompanied by a duly executed stock power, (ii) Buyer shall make the Net Closing Cash Consideration payment provided in Section 2.2 by wire transfer of immediately available funds to an account or such accounts designated by Seller as the Shareholders' Representative shall specify to Buyer in writing at least two (such designation to occur no less than two Business Days 2) days prior to the Closing)Closing Date, and (iii) Buyer shall execute and deliver the Note to Seller. (bj) Purchaser The final sentence of Section 2.5(b) of the Amended and Restated Agreement is amended to provide in full as follows: If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative shall deliver, promptly furnish or cause to be deliveredfurnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, to Seller the deliveries as set forth in Section 8.03(ca notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and Section 8.03(d)conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear all of the fees and costs of the Independent Accountants for such determination but shall be entitled to setoff against amounts payable under the Note an amount equal to fifty percent (50%) of such fees and expenses. (ck) Seller shall deliver, or cause Section 2.6 of the Amended and Restated Agreement is amended to be delivered, to Purchaser the deliveries set forth provide in Section 8.02(d).full as follows:

Deliveries at Closing. Subject The following shall be delivered to the terms and conditions of this AgreementTitle Company, at Buyer or Sellers, as set forth below, on or before the Closing, the following Persons shall deliver or cause to be delivered the followingClosing Date: (a) Purchaser Each Seller shall execute and deliver the Purchase Price as follows: (i) Purchaser shall deliver the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds for deposit Title Company a Special Warranty Deed in the Adjustment form of Exhibit G attached hereto, an Assignment and Assumption Agreement in the form of Exhibit D attached hereto, and a Xxxx of Sale in the form of Exhibit U attached hereto, and a Post Closing Escrow Account in accordance with the terms of the Escrow Holdback Agreement; (ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer each pertaining to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid Property owned by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Closing)Seller. (b) Purchaser Each Seller and Buyer shall deliver, execute and deliver to the other duplicate originals of notices to all Tenants stating that (i) the Properties have been sold and conveyed to Buyer; and (ii) such other matters as are required by applicable law or cause pursuant to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(dterms of the Leases or which either party may reasonably request (the “Tenant Notification Letters”). (c) Each Seller and Buyer shall deliverexecute and deliver to the other and the Title Company such evidence as may be reasonably required by the other of the due authorization, execution and delivery by such party of this Agreement and Seller’s Documents or Buyer’s Documents, as the case may be. (d) Sellers shall deliver to Buyer a list of all Tenants who are delinquent, as of the Closing Date, in the payment of Rents, the amount of each such delinquency and the period to which each such delinquency relates. (e) To the extent not previously delivered to Buyer or the Receiving Party Representatives, Sellers shall deliver to Buyer each of the following, to the extent in Sellers’ possession: copies of all tenant files, unexpired warranties and guaranties affecting the Properties, the Permits, real estate tax bills for the tax year in which the Closing Date occurs (if then available), then current water, sewer and utility bills for the Properties, the Service Contracts (to the extent assumed by Buyer), copies of operating statements for the Properties for the one-year period prior to the Closing Date, originals of the Leases, each to the extent in Sellers’ possession or control or reasonably available to Sellers, excluding, however, such instruments and documents as Sellers may reasonably require for their own use following the Closing Date (and as to all such instruments and documents other than the Leases, Sellers will deliver true and complete copies thereof to Buyer). Such instruments and documents shall be deemed to have been delivered to Buyer if the same are maintained in the property management office of any Property. (f) Sellers shall terminate or cause to be deliveredterminated, effective not later than the last day of the first full calendar month following Closing, (i) all existing property management and parking management agreements affecting the Properties, (ii) all leasing commission agreements (other than any leasing commission agreements with respect to Out-for-Signature Leases or contained within any Lease or payable by Buyer pursuant to the provisions of this Agreement), and (iii) those Service Contracts, designated in writing by Buyer (no less than thirty-five (35) days prior to the Closing Date) which may by their terms be terminated with thirty (30) days’ prior notice; provided, however, Sellers shall not be required to terminate any such Service Contracts, if, (A) any payments are required to be made in connection with such termination unless Buyer shall have agreed to pay the same or (B) any Seller shall incur any liability with respect to such termination. (g) Each Seller and Buyer shall execute and deliver to the other duplicate originals, to Purchaser the deliveries extent such agreements are not terminated prior to Closing, of notices to the contractors under the Service Contracts and Tenants under the Leases advising such parties of the sale of the Properties at the Closing (“Other Notification Letters”). (h) Each Seller shall execute, acknowledge and deliver to the Title Company an affidavit in the form attached hereto as Exhibit V for the benefit of the Title Company together with such other documents as the Title Company may reasonably require (provided the same do not result in any additional liability to any Seller). (i) Sellers shall deliver to Buyer an updated tenant list, the Leases, the Service Contracts (to the extent assumed by Buyer). (j) Subject to Section 7.2(b), Sellers shall deliver to Buyer the Tenant Estoppels that Sellers have received from the Tenants. (k) Each Seller shall deliver to Buyer a FIRPTA certification in the form of Exhibit W attached hereto. (l) Buyer shall deliver to the Title Company for disbursement to Sellers the balance of the Purchase Price pursuant to Article II above. (m) Sellers shall deliver to Buyer any Security Deposits in Seller’s possession or control that have not been (i) applied to defaults as permitted by this Agreement or (ii) credited to Buyer pursuant to Section 6.6 hereof. (n) Each Seller and Buyer shall execute and deliver to each other a certificate updating the representations and warranties made by each of them in Articles VIII and IX, respectively. If any of the facts contained in the representations and warranties made by Sellers in Article VIII change in any material respect between the Effective Date and the Closing Date, then promptly upon learning of such change in facts, Sellers shall disclose such changes in writing to Buyer. The matters contained in the certificates delivered hereunder shall survive the Closing until the respective Survival Dates set forth in Section 8.02(d24.9(a) hereof with respect to the representation to which each such matter relates. (o) Sellers and Buyer shall each execute and deliver to each other and Title Company a closing statement. (p) Sellers and Buyer shall each execute and deliver to each other and the Title Company the Purchase Price Amendment. (q) Originals of any letters of credit (collectively, “Letters of Credit”) identified on Exhibit S which are held by any Seller as security deposits, if such Letters of Credit in their present form (including amendments thereto) permit Buyer to exercise the rights of beneficiary thereunder without amendment of such Letters of Credit; provided, however, that as for those Letters of Credit that require amendment in order to enable Buyer to exercise the rights of beneficiary thereunder, the same shall be delivered to Buyer at Closing and Sellers and Buyer shall cooperate and expend commercially reasonable efforts to obtain such amendments after the Closing, for the benefit of and delivery to Buyer or to draw upon such Letter of Credit, if permitted under the terms of such Letter of Credit (but in either case Sellers shall not be obligated to spend any money unless Buyer has agreed to reimburse Sellers therefor). If Sellers shall be unable to amend such Letter of Credit, Sellers shall cooperate with Buyer to obtain a replacement Letter of Credit with respect thereto in favor of Buyer (but Sellers shall not be obligated to spend any money unless Buyer has agreed to-reimburse Sellers therefor). Buyer agrees to indemnify, defend and hold Sellers harmless from and against any and all costs, loss, damages and expenses of any kind or nature whatsoever (including reasonable attorneys’ fees and costs) arising out of or resulting from any Seller’s presenting any such Letter of Credit for payment in accordance with Buyers request. The provisions of this Section 13.1(p) shall survive the Closing until the Survival Date set forth in Section 24.9(a) hereof. (r) Sellers shall deliver to Buyer the declarant/owner’s association estoppels that Sellers have received. (s) Each Seller and Buyer shall execute and deliver to each other and the Title Company such other instruments and documents and shall pay such sums of money which may be required pursuant to any of the other provisions of this Agreement; provided, however, the foregoing shall not expand or modify either party’s obligations contained in this Agreement. Each instrument and document to be delivered prior to the Closing Date, the form of which is not attached to this Agreement as an Exhibit, shall be consistent with the applicable provisions of this Agreement and shall be in the form or contain the information or provisions provided for in this Agreement. (t) In the event Buyer closes on the purchase of all Properties within the Xxxx Center Portfolio, the Sellers of Property within the Xxxx Center Portfolio shall assign to Buyer at Closing all of their interests as declarant, if any, under any and all recorded declarations pertaining to Xxxx Center (the “Xxxx Center Declaration”). The parties agree that the Xxxx Center Declaration shall be amended, subject to obtaining any necessary lender consents (i) to delete provisions thereof that provide the declarant thereunder rights of first refusal or negotiation in connection with acquiring land or buildings in Xxxx Center, and (ii) to remove the Millbrook project from the application of the Declaration. In the event Buyer closes on the purchase of all Properties within the TransDulles Centre Portfolio, the Sellers of Property within the TransDulles Centre Portfolio shall assign to Buyer at Closing all of their interests as declarant, if any, under any and all Declarations pertaining to TransDulles Centre. In the event Buyer closes on the purchase of all Properties within the Westfields Portfolio, the Sellers of Property within the Westfields Portfolio shall assign to Buyer at Closing all of their interests as declarant, if any, under any and all Declarations pertaining to Liberty Center or the TASC campus.

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at (a) At the Closing, Sellers shall transfer and assign to Purchaser all of the following Persons shall deliver or cause to be delivered the following: (a) Purchaser shall deliver the Purchase Price as follows: (i) Purchaser shall deliver the Adjustment Escrow Amount Purchased Assets, subject to the Escrow Agent by wire transfer of immediately available funds for deposit in Assumed Liabilities, and the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement; (ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds Sellers cash consideration, the fully executed Contingent Earnout Agreement (as set forth in Exhibit 6.05), and the other agreements, certifications and other documents required to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to be executed and delivered hereunder at the Closing). (b) At and after the Closing, Sellers shall have the right to review and obtain copies of any financial records of Sellers, in the possession of Purchaser, necessary for the preparation of Sellers' tax returns, and Purchaser agrees to retain such records until the statute of limitations pertaining to the final tax returns filed by Sellers expires, and Purchaser shall deliverhave the right to review and obtain copies of the minute book, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) stock book and Section 8.03(d)stock register of Sellers. (c) Seller At the Closing, Sellers shall deliverdeliver to Purchaser, in form reasonably satisfactory to counsel for Purchaser, such bills of sale, assignments, deeds or cause other conveyances and all third party consents as may be appropriate or necessary to effect the transfer to Purchaser of the property and rights as contemplated herein. (d) From time to time after the Closing, at Purchaser's request and without further consideration from Purchaser, Sellers shall execute and deliver such other instruments of conveyance and transfer and take such other action as Purchaser reasonably may require to convey, transfer to and vest in Purchaser and to put Purchaser in possession of any assets or property to be deliveredsold, to Purchaser conveyed, transferred and delivered hereunder. (e) The assumption of the deliveries Assumed Liabilities hereunder shall be by assumption agreement (as set forth in Section 8.02(dExhibit 6.03). Purchaser and its successors and assigns will forever defend, indemnify and hold Sellers harmless from any and all of the Assumed Liabilities of Sellers which have been assumed by Purchaser at the Closing, or which shall arise from any acts or omissions of Purchaser after the Closing.

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at At the Closing, the Parties shall, or, as applicable, shall cause their respective Controlled Affiliates to, take the following Persons shall deliver or cause to be delivered the followingactions: (a) Purchaser the Buyer shall deliver pay or cause to be paid the Purchase Price as follows: (i) Purchaser shall deliver the Adjustment Escrow Management Interests Consideration Amount to the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement; (ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration DCMH by wire transfer of immediately available funds to an the account or accounts designated by CCOC as set forth on Schedule 2.3 of the Seller (such designation to occur no less than two Business Days prior to the Closing).Disclosure Schedule; (b) Purchaser the Warrantholder shall pay or cause to be paid the Warrants Consideration Amount to Colony Capital by wire transfer of immediately available funds to the account or accounts designated by CCOC as set forth on Schedule 2.3 of the Seller Disclosure Schedule; (c) Buyer, DCMH, CCDH and CDCM shall enter into, and deliver to each other executed counterparts of, the DCMH Investor Rights Agreement; (d) W-Catalina (C) LLC, the Carry GP, NewCo (Carry) and CCOC shall enter into, and deliver to each other executed counterparts of, the Carried Interest Participation Agreement; (e) Buyer, DCMH, Colony Capital, CCDH and CDCM shall enter into, and deliver to each other executed counterparts of, the A&R DCMH Agreement; (f) the Managing Directors and Colony Capital shall enter into, and deliver to each other and the Wafra Representative executed counterparts of the A&R Restrictive Covenant Agreements; (g) Xxx Xxxxxxx and Colony Capital shall enter into, and deliver to each other and the Wafra Representative executed counterparts of the A&R Employment Agreement; (h) Colony Capital and the Warrantholder shall enter into, and deliver to each other executed counterparts of, the Warrants; (i) W-Catalina (SP) LLC and Colony DCP Investor, LLC shall enter into, and deliver to each other executed counterparts of, the Fund I Specified Investment Purchase Agreement, and W‑Catalina (SP) LLC shall pay or cause to be paid, by wire transfer of immediately available funds to the account or accounts designated by CCOC as set forth on Schedule 2.3 of the Seller Disclosure Schedule, the purchase price specified therein; (j) W-Catalina (SP) LLC, Wafra Inc. and Digital Colony GP, LLC shall enter into, and deliver to each other executed counterparts of, the DCP Side Letter; (k) Colony Capital, NewCo (Carry), DCMH, W-Catalina (C) LLC and Buyer shall enter into, and deliver to each other executed counterparts of, the Specified / Warehouse Investment Side Letter; (l) the Managing Directors shall enter into, and deliver to the Wafra Representative executed counterparts of, the Acknowledgement Letter; LA_LAN01:362972.20 (m) Buyer shall have entered into, and delivered to CCOC executed counterparts of, the Buyer Insurance Policy; (n) CCOC shall pay, or cause to be paid, all out-of-pocket costs relating to obtaining the Buyer Insurance Policy (including the total premium, underwriting costs, brokerage commission for Buyer’s brokers, Taxes related to such policy and other fees and expenses of such policy), including reimbursement of Buyer for any such expenses advanced by Buyer; provided, CCOC shall not be responsible for any fees and expenses of Buyer’s outside counsel; (o) CCDH and CDCM shall each deliver to the Wafra Representative a properly completed and duly executed IRS Form W-9; and (p) each Party shall deliver, or shall cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d). (c) Seller shall delivereach other Party, or cause as applicable, all other previously undelivered documents reasonably requested to be delivered, delivered by such Party to Purchaser another Party pursuant to this Agreement or the deliveries set forth in Section 8.02(d)Ancillary Agreements.

Deliveries at Closing. Subject (a) At Closing, Seller shall deliver to the Purchaser the following documents: (i) A Warranty Deed conveying to Purchaser the Land and Improvements, subject to the Permitted Exceptions (as hereinafter defined) (the "Deed"); (ii) A Xxxx of Sale conveying to Purchaser the Personal Property; (iii) A Certificate of Non-Foreign Status of Seller as required by Section 1445 of the Internal Revenue Code; (iv) Any reasonable and customary documentation required by the Title Company (as hereinafter defined) in order for the Title Company to issue the Title Policy (as hereinafter defined); (v) A personal "Gap" undertaking, if required by the Title Company to effectuate a "New York Style" Closing; (vi) A closing statement prepared by Seller in a manner which reflects the terms and conditions conditions, as applicable, of this AgreementAgreement and otherwise in a form reasonably acceptable to Purchaser (the "Closing Statement"); (vii) Such proof of Seller's authority and authorization to enter into this transaction as may be required by the Title Company; (viii) An Owner's Affidavit and Broker's Waiver with respect to any broker's commissions due in connection with the sale of the Property, at if any; and (ix) An Owner's Affidavit and/or ALTA Statement, as required by the Title Company. (b) At Closing, the following Persons Purchaser shall deliver to the Escrowee, or cause to be delivered Seller directly, as Purchaser may elect, the following: (ai) The Purchase Price in accordance with Paragraph 2 above; (ii) Such proof of Purchaser's authority and authorization to enter into this transaction as may be required by the Title Company; (iii) Any reasonable and customary documentation required by the Title Company in order for the Title Company to issue the Title Policy; and (iv) An acknowledgment of Purchaser's acceptance of the Closing Statement. (c) At Closing, Purchaser and Seller shall jointly deliver the Purchase Price as followsfollowing documents to the Escrowee: (i) Purchaser shall deliver To the Adjustment Escrow Amount to the Escrow Agent by wire extent required, state, county and municipal transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement; (ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority)tax declarations; and (v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Closing). (b) Purchaser shall deliver, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d). (c) Seller shall deliver, or cause to be delivered, to Purchaser the deliveries set forth in Section 8.02(d).

Deliveries at Closing. Subject (a) On or prior to the terms and conditions of this Agreement, at the ClosingClosing Date, the following Persons Company shall deliver or cause to be delivered to each Purchaser the following: (ai) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 125% of such Purchaser’s Shares, with an exercise price equal to $4.97, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s and the Escrow Agent’s wire instructions, in each case on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Purchase Price Escrow Agent, as followsapplicable, the following: (i) Purchaser shall deliver the Adjustment Escrow Amount to the Escrow Agent Company, this Agreement duly executed by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreementsuch Purchaser; (ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereofEscrow Agent or the Company, in accordance such Purchaser’s Subscription Amount payable with respect to the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to Securities being acquired at the Closing by wire transfer to the payees thereof, account specified in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments writing by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority)Escrow Agreement; and (viii) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Closing)Company, the Registration Rights Agreement duly executed by such Purchaser. (b) Purchaser shall deliver, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d). (c) Seller shall deliver, or cause to be delivered, to Purchaser the deliveries set forth in Section 8.02(d).

Deliveries at Closing. Subject to the terms and conditions of this Agreement, at (a) At the Closing, the following Persons Seller shall deliver or cause to be delivered the following: (a) Purchaser shall deliver the Purchase Price as followsPurchaser: (i) duly executed instruments or other evidence sufficient to transfer to Purchaser shall deliver the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow AgreementSeller's Assets; (ii) Purchaser shall repayduly executed bills of sale, on behalf substantially in the form of the Brand CompaniesExhibit A attached hereto, the Funded Indebtedness outstanding as of the Closing, by wire transfer transferring Seller's Assets to the holder(s) thereof, in accordance with the Pay-Off LettersPurchaser; (iii) Purchaser shall payan employment agreement, on behalf substantially in the form of the Brand CompaniesExhibit B attached hereto, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid duly executed by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii)Xxxx Xxxxxxx; (iv) Seller's Assets (as set forth on Schedule 2.1), by making Seller's Assets available to Purchaser shall deliver, on behalf at their locations as of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority)Date; and, (v) any documents or certificates that are necessary to transfer to Purchaser shall deliver good, clear and marketable title all of the Assets and assignments of all Company Contracts, and (ii) all opinions, certificates and other instruments and documents required by the terms of this Agreement to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated be delivered by Seller (such designation to occur no less than two Business Days at or prior to Closing or otherwise required in connection with the Closing)Acquisition. (b) At the Closing, the Purchaser shall deliver, or cause deliver to the Seller: (i) the cash portion of the Purchase Price by wire transfer in immediately available funds paid directly to Wellesley Co-operative Bank and Xxx Xxxxxx in accordance with the Purchase Price provisions hereof; (ii) Veridium common stock in accordance with the Purchase Price provisions hereof; and, (iii) all documents required to be delivered, delivered by Purchaser to Seller at or prior to the deliveries set forth Closing Date in Section 8.03(c) and Section 8.03(d)connection with this Agreement. (c) Seller shall deliver, or cause to be delivered, to Purchaser the deliveries set forth in Section 8.02(d).