Common use of Deliveries by Seller at the Closing Clause in Contracts

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer each of the following: (a) Certificates representing the Subject Securities, duly endorsed in blank, or such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Subject Securities. (b) Duly executed resignations of the members of the board of directors and such officers of the Company as the Buyer shall have requested in writing to the Seller Representative not less than three (3) Business Days prior to the Closing Date. (c) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller. (d) A certificate of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date. (e) An Escrow Agreement, in the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”), duly executed by the Seller. (f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreement, in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLC.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause deliver to be delivered, to the Buyer each of the following: (a) Certificates representing the Subject SecuritiesNote duly executed by Seller or an Affiliate of Seller designated by Seller; (b) a Xxxx of Sale and Assignment and Assumption Agreement in the form of Exhibit C hereto (the “Xxxx of Sale and Assignment and Assumption Agreement”) duly executed by Seller; (c) a Joint Selling Agreement in the form of Exhibit D hereto (the “Selling Agreement”) duly executed by Parent; (d) a Stockholder’s and Registration Rights Agreement in the form of Exhibit E hereto (the “Stockholder’s and Registration Rights Agreement”) duly executed by Seller or an Affiliate of Seller; (e) a Backstop Note in the form of Exhibit F hereto (the “Backstop Note”) duly executed by Seller, if a Backstop Note Notice has been delivered in accordance with Section 7.9; (f) a Conversion Agreement in a form mutually agreed to by Buyer and Seller (the “Conversion Agreement”) duly endorsed executed by Seller at least 30 days prior to the anticipated Closing Date; (g) the Closing Assigned Contracts Schedule with such modifications as permitted pursuant to Section 2.9; (h) the Closing Other Purchased Assets Schedule with such modifications as permitted pursuant to Section 2.10; (i) with respect to the Outsourcing Agreement, completed SOWs, SLAs, schedules, exhibits and annexes thereto relating to the Purchased Assets, each in blank, or a form satisfactory to Buyer and prepared in accordance with the Outsourcing Agreement; and (j) the Seller Closing Certificate; and (k) such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary or and appropriate to vest in transfer to Buyer the Buyer all right, title and interest in and to the Subject SecuritiesPurchased Assets. (b) Duly executed resignations of the members of the board of directors and such officers of the Company as the Buyer shall have requested in writing to the Seller Representative not less than three (3) Business Days prior to the Closing Date. (c) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller. (d) A certificate of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date. (e) An Escrow Agreement, in the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”), duly executed by the Seller. (f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreement, in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLC.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause deliver to be delivered, to the Buyer each of the following: (a) Certificates representing the Subject SecuritiesCredit, duly endorsed in blank, or such other good Security and sufficient instruments of transfer as the Buyer reasonably deems necessary or appropriate to vest Guaranty Agreement in the Buyer all right, title and interest in and to form of Exhibit B hereto (the Subject Securities.“Credit Agreement”) duly executed by each member of the Seller Group; (b) Duly the Product Manufacture and Supply Agreement in the form of Exhibit C hereto (the “Supply Agreement”) duly executed resignations by each relevant member of the members Seller Group; (c) bills of sale or similar Local Agreements duly evidencing the conveyance of the board Purchased Assets in accordance herewith (the “Bills of directors and such officers Sale”) duly executed by each relevant member of the Company Seller Group, containing terms reasonably satisfactory to the parties thereto; (d) assignment and assumption agreements or similar Local Agreements duly evidencing the assignment of the Purchased Assets to Buyer and the assignment and assumption by Buyer of the Assumed Liabilities in accordance herewith (the “Assignment and Assumption Agreements”) duly executed by each relevant member of the Seller Group, containing terms reasonably satisfactory to the parties thereto; (e) assignment and assumption of lease agreements or similar Local Agreements duly evidencing the assignment of any leases to Buyer and the assignment and assumption by Buyer of such leases in accordance herewith (the “Assignment and Assumption of Lease Agreements”) duly executed by each relevant member of the Seller Group, containing terms reasonably satisfactory to the parties thereto; (f) the Transition Services Agreement containing terms reasonably satisfactory to the parties thereto (the “Transition Services Agreement”) duly executed by each relevant member of the Seller Group; (g) the Intercreditor Agreement in the form of Exhibit D hereto (the “Intercreditor Agreement”) duly executed by Seller and MidCap; (h) stock certificates (or similar evidence) representing all of the Shares, with, if required, blank transfer forms endorsed or stock powers executed in proper form for transfer, and with any required stock transfer stamps affixed thereto; (i) the Seller Closing Certificate; (j) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations duly executed by Seller, an appropriate IRS Form W-9 or W-8 executed by each member of the Seller Group that is selling Purchased Assets to Buyer and its Affiliates pursuant hereto, and any other Tax certifications or documents requested by Buyer or its Affiliates with respect to the transactions contemplated by this Agreement and the Ancillary Agreements; (k) a payoff letter duly executed by Deerfield, in form and substance reasonably acceptable to Buyer, in which Deerfield shall agree that upon payment of the Debt Amount as specified in such payoff letter (A) all outstanding obligations of each member of the Buyer Seller Group arising under or related to the Debt Amount shall have been repaid, discharged and extinguished in full, (B) all Liens in connection therewith shall have been released, (C) Deerfield shall take all actions reasonably requested by Seller to evidence and record such discharge and release as promptly as practicable, and (D) Deerfield shall return to Seller all instruments evidencing the Debt Amount (including all notes) and all collateral securing the Debt Amount; (l) UCC-3 termination statements or other documents evidencing the proper termination of Liens in writing to favor of Deerfield on the Seller Representative not less Purchased Assets in connection with the payoff of the Debt Amount; (m) UCC-3 termination statements or other documents evidencing the proper termination of Liens in favor of MidCap on the Purchased Assets in connection with the Closing; (n) a good standing certificate or its equivalent dated no earlier than three (3) Business Days prior to the Closing Date.from the jurisdiction of incorporation or formation (to the extent such concept is legally recognized under the laws of the jurisdiction of its incorporation or formation) for each Acquired Company; (co) Constructive possession a certificate of the Records Secretary or an authorized member of the Company Board of Directors of each member of the Seller Group dated the Closing Date and certifying: (which may include delivery A) that attached thereto are true and complete copies of all resolutions adopted by the Board of Directors of such Records member of the Seller Group in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; (B) to the headquarters incumbency and specimen signature of each officer or an authorized member of the Company), provided, however, that Board of Directors of such member of the Seller may maintain Group executing this Agreement and/or the Ancillary Agreements, and a copy certification by another officer or an authorized member of the Board of Directors of such Records for member of the purpose Seller Group as to the incumbency and signature of supporting backup to tax returns filed by the Seller.Secretary or an authorized member of the Board of Directors of such member of the Seller Group; and (C) that attached thereto are true and complete copies of the Charter Documents of such member of the Seller Group; (dp) A certificate the Consent of good standing for the Company issued by the South Carolina Secretary counterparty to each Contract forth in Schedule 3.2(p) and evidence of State’s Office no earlier than ten (10) Business Days prior each such Consent in form and substance satisfactory to the Closing Date.Buyer; and (eq) An Escrow Agreement, in all other documents and certificates reasonably requested by Buyer to further evidence the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”), duly executed by the Sellertransactions contemplated hereby. (f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreement, in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLC.

Deliveries by Seller at the Closing. At Subject to and upon the terms and conditions of this Agreement, at the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer each of the following: (ai) Certificates representing the Subject SecuritiesAncillary Agreements to which Seller is a party, duly endorsed in blank, or such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Subject Securities.executed by Seller; (bii) Duly the Guaranty Agreement duly executed resignations by WGI, together with certified copies of the members of resolutions duly adopted by the board of directors and of WGI evidencing the approval of such officers of the Company as the Buyer shall have requested in writing to the Seller Representative not less than three (3) Business Days prior to the Closing Date.guaranty; (ciii) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller. (d) A certificate of good standing for the Company of Seller, issued by the South Carolina Secretary of State’s Office no earlier than ten State of the State of Delaware, dated within 15 days of the Closing; (10iv) Business Days prior certified copies of the relevant provisions from Seller's Amended and Restated Limited Liability Company Operating Agreement and of resolutions duly adopted by the Board of Directors of Seller evidencing the taking of all limited liability company action necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (v) a certificate of an executive officer of Seller certifying, pursuant to Treasury Regulations section 1.1445-2(b)(2), that Seller and Seller's parent are not foreign persons within the meaning of sections 1445 and 897 of the Code; (vi) a certificate of an executive officer of Seller, dated as of the Closing Date., certifying that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (evii) An Escrow Agreementa certificate of the Secretary or Assistant Secretary of Seller identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (viii) Consents, in the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”), duly executed by the Seller. (f) The Consents listed on Exhibit 3.1(f), in a form and substance reasonably satisfactory to Buyer, to the Buyer.assignment of the Specified Contracts; and (gix) Employment Agreementssuch other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance of the Purchased Assets as may be reasonably requested by Buyer, each in the forms attached hereto as Exhibit 3.1(g)(i) form and Exhibit 3.1(g)(ii) (the “Employment Agreements”)substance reasonably satisfactory to Buyer, duly and executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectivelySeller. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreement, in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLC.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliverexecute, or cause acknowledge and deliver to be deliveredBuyer, in recordable form as appropriate, and with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to the Buyer each all of the following:Assets, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): (a) Certificates representing a special warranty deed covering the Subject SecuritiesReal Property in the form of Exhibit B hereto; (b) a general warranty xxxx of sale covering the Assets in the form of Exhibit C hereto, duly executed by Seller, which shall include a list of Loans purchased, individually identified by loan number; (c) documents properly endorsed without recourse, except as otherwise provided in blankthis Agreement, for transfer reflecting the assignment of all notes, guaranties, security agreements, financing statements, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the Loans and any necessary lost note affidavits; (d) all collateral security of any nature whatsoever held by Seller as collateral for any of the Assets; (e) all of the Records (other than the Electronic Records); (f) the Cash on Hand and such Assets that are capable of physical delivery; (g) a certificate duly executed by the President or Chief Financial Officer of Seller (acting in his or her official capacity, and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that: (i) the representations and warranties made by Seller in this Agreement or in any Schedule delivered to Buyer pursuant to this Agreement were true and correct in all material respects both as of the date of this Agreement and as of the Effective Time with the same force and effect as if such representations and warranties were made at and as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date; provided, however, with respect to representations and warranties which are qualified by their terms by a reference to “material,” “materially,” “in all material respects,” “Material Adverse Effect” or the like, such representations and warranties as so qualified made by Seller in this Agreement or in any Schedule delivered to Buyer pursuant to this Agreement were true and correct in all respects; and (ii) Seller has performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Seller before or at the Closing; (h) a certificate duly executed by the Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transactions contemplated by this Agreement and to execute and deliver this Agreement and other good agreements and sufficient instruments documents contemplated hereby and the taking of transfer as the Buyer reasonably deems all actions contemplated hereby and thereby on behalf of Seller; (i) all documents, contracts, necessary consents, certificates, instruments, keys and records necessary or appropriate to vest in transfer the Buyer all rightsafe deposit business, title if any, of the Branches to Buyer; (j) possession of the Assets and interest in access to and keys to the Subject Securities.Branches and all security devices located at the Branches (but only to the extent such devices are Personal Property), together with security codes for access to the Branches and combinations to all locking devices of Seller located at the Branches (but only to the extent such devices are Personal Property); (bk) Duly executed resignations a list, certified by an authorized officer of Seller (acting in his or her official capacity, and not individually), setting forth all garnishments, similar court orders, Tax liens and orders of any governmental entity in effect with respect to the Deposits; (l) if applicable pursuant to Section 1.5, payment of the members of the board of directors and Payment Amount to Buyer in immediately available funds (such officers of the Company as the Buyer shall have requested in writing payment to the Seller Representative not less be made at a time no later than three (3) Business Days prior to 2:00 p.m., Central time, on the Closing Date.); (cm) Constructive possession a limited power of attorney in the Records form of the Company (which may include delivery of all such Records to the headquarters of the Company)Exhibit D hereto, provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed duly executed by the Seller.; (dn) A certificate of good standing for the Company issued an assignment and assumption agreement, duly executed by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date. (e) An Escrow AgreementSeller, in the form attached of Exhibit E hereto as Exhibit 3.1(e) by which Seller assigns the Assumed Liabilities to Buyer and Buyer assumes the Assumed Liabilities (the “Escrow Assignment and Assumption Agreement”), duly which shall include a list of the Deposits assumed, individually identified by account number; (o) an Assignment of Lease for each of the Branch Leases executed by the Seller. all necessary parties (fincluding landlords, as applicable) The Consents listed on Exhibit 3.1(f), in a form and substance reasonably satisfactory to the Buyer.; (gp) Employment Agreementsan assignment, in the forms attached hereto as Exhibit 3.1(g)(i) transfer and Exhibit 3.1(g)(ii) (the “Employment Agreements”)appointment of successor trustee for IRAs, duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreement, in the form attached hereto of Exhibit F hereto; (q) any and all certificates and other documents necessary to establish Seller’s compliance with the requirements and provisions of any Tax clearance, bulk sales, bulk transfer or similar laws of any jurisdiction in connection with the transactions contemplated by this Agreement; (r) an executed affidavit stating that Seller is not a “foreign person” within the meaning of Section 1445 of the Code and the Treasury Regulations thereunder; and (s) such other documents, certificates and instruments as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLCBuyer may reasonably request.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, deliver or cause to be delivered, delivered to the Buyer each of Purchasers the following: (ai) Certificates a share certificate representing the Subject SecuritiesShares, accompanied by duly executed share powers endorsed in blank, or such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary or appropriate to vest blank in the Buyer all right, title and interest in and proper form for transfer; (ii) solely to the Subject Securities.extent certificated as of the Effective Date, stock or other certificates representing the Equity Securities of the Company’s Subsidiaries; (biii) Duly executed resignations the certificate to be delivered by Seller pursuant to Section 9.02(a)(iii); (iv) copies of the members Organizational Documents of the Company, each as amended, certified by an officer of the Company; (v) a certificate of the secretary or any assistant secretary of Seller given by such secretary or assistant secretary on behalf of Seller, and not in such person’s individual capacity, certifying as to the resolutions of the board of directors of Seller authorizing the Transactions and such the execution, delivery and performance of this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (vi) the Transition Services Agreement, duly executed by Seller; (vii) the Transitional Trademark License Agreement, duly executed by Seller; (viii) written resignations of each of the directors and officers of the Company and the Company’s Subsidiaries as set forth on Section 1.03(c)(viii) of the Buyer shall have requested in writing to Disclosure Schedule (provided, that Section 1.03(c)(viii) of the Seller Representative Disclosure Schedule includes each director and officer that is not less than three an Employee); (3ix) Debt Payoff Letters, duly executed by each counterparty or holder of Indebtedness identified on Section 1.03(b)(ii) of the Disclosure Schedule; (x) a copy of a USB drive containing a true, complete and correct copy, as of the date that is two (2) Business Days prior to the Closing Date., of the Datasite; (cxi) Constructive a certificate, duly authorized and executed by Seller certifying that Seller is not a foreign person subject to withholding under Section 1445 of the Code, in form and substance reasonably acceptable to Purchasers; (xii) evidence of the purchase of the Tail Policy in accordance with Section 5.04(a); (xiii) fully executed Section 336(e) Forms; (xiv) the books of account and financial records primarily relating to the Company and its Subsidiaries to the extent not in the possession of the Records Company or its Subsidiaries immediately prior to the Closing, except as set forth on Section 2.05(c) of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller.Disclosure Schedule; and (dxv) A certificate of good standing for any other items required to be delivered by Seller and/or the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days at or prior to the Closing Datepursuant to this Agreement. (e) An Escrow Agreement, in the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”), duly executed by the Seller. (f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreement, in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLC.

Deliveries by Seller at the Closing. At the Closing, the Seller shall will deliver, or cause to be delivered, to the Buyer each of Purchaser the following: (ai) Certificates a membership interest certificate representing all of the Subject SecuritiesUnits, together with a duly executed unit powers; (ii) the Transition Services Agreement, duly endorsed executed by Seller; (iii) the Secondment Agreement, duly executed by Seller; (iv) the Supply Agreement, duly executed by Seller; (v) the Toll Manufacturing Agreement, duly executed by Seller; (vi) payoff letters (in blankform and substance reasonably satisfactory to Purchaser) in respect of each Debt Payoff Recipient evidencing the satisfaction of all Liabilities in respect of the Borrowed Money Indebtedness upon receipt of the amounts set forth therein, or together with releases in customary forms (including any necessary UCC termination statements) of all Liens with respect to the equity interests, property and assets of the Company and its Subsidiaries relating to such other Borrowed Money Indebtedness concurrently with the repayment of such Borrowed Money Indebtedness; (vii) releases in customary forms (including any necessary UCC termination statements) of all Liens identified on Schedule 1.04(d)(vii) with respect to the equity interests, property and assets of the Company and its Subsidiaries; (viii) written resignations of each of the officers and managers of the Company; (ix) the certificate to be delivered by Seller pursuant to ‎Section 8.02(a)(iii); (x) (A) the articles of incorporation of Seller, certified as of a recent date by the Secretary of State of the State of Ohio and (B) the certificate of formation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware; (xi) (A) a certificate of the Secretary of State of the State of Ohio as to the good and sufficient instruments standing as of transfer as the Buyer reasonably deems necessary or appropriate to vest a recent date of Seller in the Buyer all right, title State of Ohio and interest in and (B) a certificate of the Secretary of State of the State of Delaware as to the Subject Securities.good standing as of a recent date of the Company in the State of Delaware; (bxii) Duly executed resignations (A) a certificate of an officer of Seller, given by such officer on behalf of Seller and not in such officer’s individual capacity, certifying as to the members bylaws of Seller and as to resolutions of the board of directors of Seller NAI-1502820106v1 authorizing the Transaction Agreements and the Transactions and (B) a certificate of an officer of the Company, given by such officers officer on behalf of the Company and not in such officer’s individual capacity, certifying as the Buyer shall have requested in writing to the Seller Representative not less than three (3) Business Days prior to the Closing Date. (c) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters limited liability company agreement of the Company; (xiii) with respect to the CT Facilities, all forms required under the CTA to be filed or prepared prior to or upon the Closing in connection with the consummation of the Transactions, including to the extent required and applicable, a Transfer of Establishment (Business Only) Form III (“Form III”), providedan Environmental Condition Assessment Form (“ECAF”), howeverand a Property Transfer Fee Payment Form, that each designating and/or duly executed by Seller as the Seller may maintain “certifying party” under the CTA, together with a copy bank check or money order payable to the Connecticut Department of such Records Energy and Environmental Protection (“CTDEEP”) for the purpose payment of supporting backup to tax returns filed the filing fee required by the Seller.CTA; (dxiv) A certificate of good standing for with respect to the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days New Jersey Facilities, all forms required under ISRA to be filed or prepared prior to or upon the Closing Date.in connection with the signing of this Agreement and the consummation of the Transactions, including to the extent required and applicable, the GIN, a Remediation Certification Form, a Remediation Cost Review and RFS/FA Form, and an original RFS instrument with a 1% surcharge payment, or a Remediation in Progress Waiver, each designating and/or duly executed by Seller as the “responsible party” under ISRA; and (exv) An Escrow Agreement, a non-foreign affidavit of Seller prepared in accordance with section 1.1445-2(b)(2) of the form attached hereto as Exhibit 3.1(e) Treasury Regulations (the “Escrow AgreementFIRPTA Certificate”), duly executed by the Seller. (f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreement, in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLC.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliverexecute, or cause acknowledge and deliver to be deliveredBuyer in recordable form as appropriate, and with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. A xxxx of sale covering the Personal Property in the form of Exhibit “B” hereto; B. A special warranty deed covering the Real Property in the form of Exhibit “C” hereto. C. Documents properly endorsed for transfer reflecting the assignment of all notes, guaranties, deeds of trust, security agreements, financing statements, and any other agreements and certificates of title to inure to the benefit of Buyer each with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the Loans; D. All collateral security of any nature whatsoever held by Seller as collateral for any of the following:Assets; E. All of the Records (other than the Optical Disk Records); F. The Preliminary Balance Sheet; G. The Cash on Hand and such of the other Assets that are capable of physical delivery; H. A certificate duly executed by an authorized officer of Seller (acting in his or her official capacity, and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that (a) Certificates representing the Subject Securitiesrepresentations and warranties of Seller as set forth in this Agreement are true and correct in all material respects as of the Closing Date, and (b) Seller has complied with all covenants contained in Article 4 and its other agreements set forth herein; I. A certificate duly endorsed executed by the Cashier or Secretary of Seller pursuant to which such officer shall certify (i) the due adoption by the Board of Directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in blankconnection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; J. All documents, or such other good contracts, certificates, instruments, keys and sufficient instruments of transfer as the Buyer reasonably deems records necessary or appropriate to vest in transfer the Buyer all rightsafe deposit and safekeeping businesses, title if any, of the Branch to Buyer; K. Possession of the Assets and interest in access to and keys to the Subject Securities. (b) Duly executed resignations of Branch and all security devices located at the members of the board of directors and such officers of the Company as the Buyer shall have requested in writing Branch, together with security codes for access to the Branch and combinations to all locking devices of Seller Representative located at the Branch; Branch Purchase and Assumption Agreement L. A list, certified by an authorized officer of Seller (acting in his or her official capacity, and not less individually), setting forth all garnishments, similar court orders, tax liens and orders of any governmental entity in effect with respect to the Deposits; M. Payment to Buyer as is required pursuant to Section 1.5 in immediately available funds (such payment to be made at a time no later than three (3) Business Days prior to 2:00 p.m., Dallas, Texas time, on the Closing Date.); (c) Constructive possession N. A Power of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller. (d) A certificate of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date. (e) An Escrow Agreement, Attorney in the form attached hereto as of Exhibit 3.1(e) (the “Escrow Agreement”), duly executed by the Seller.D” hereto; (f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) O. An assignment and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreement, assumption agreement in the form attached of Exhibit “E” hereto by which Seller assigns the Liabilities to Buyer; and P. All personnel records and employee files with respect to Assumed Employees (as Exhibit 3.1(jdefined in Section 10.2) (who accept the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLCoffer to become employees of Buyer.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, will deliver or cause to be delivered, delivered to the Buyer each of (unless delivered previously) the following: (a) Certificates The stock certificate or certificates (or similar evidence of ownership) representing the Subject SecuritiesShares, accompanied by stock powers duly endorsed executed in blank, blank or such other good and sufficient duly executed stock transfer forms or instruments of transfer as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Subject Securities.transfer; (b) Duly executed The resignations of the all members of the board Board of directors and such Directors of the Company; (c) The resignations of officers of the Company as the Buyer shall have requested designated in writing to by Buyer; (d) The stock books, minute books and corporate seal of the Seller Representative not less than three Company; (3e) Business Days A certificate dated within five days prior to the Closing Date.Date issued by the Secretary of State of the State of Nevada certifying that the Company has legal existence and is in good standing in the State of Nevada; (c) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller. (df) A certificate of good standing for dated the Company issued Closing Date executed by the South Carolina Secretary of State’s Office no earlier than ten Seller certifying (10i) Business Days prior the names of the officers of Seller authorized to sign this Agreement and the Closing Date.other agreements, documents and instruments executed by Seller pursuant hereto, together with the true signatures of such officers, and (ii) as to copies of resolutions adopted by the Board of Directors of Seller authorizing the appropriate officers of Seller to execute and deliver this Agreement and all agreements, documents and instruments executed by Seller pursuant hereto, and to consummate the transactions contemplated hereby and thereby, and that such resolutions are still in effect and have not been amended, modified, rescinded or revoked; (eg) An Escrow The Transition Services Agreement, in the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”)A, duly executed by the Seller. (f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively.; (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy.A certification described in Treasury Regulation Section 1.1445-2(b)(2)(i) certifying that Seller is not a “foreign person”; and (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited All other documents, instruments and writings required to (i) be delivered by Seller at or prior to the Company’s Commercial Line of Credit Closing pursuant to this Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliatesor otherwise reasonably requested by Buyer in connection herewith. (j) A Commercial Real Estate Lease Agreement, in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLC.

Deliveries by Seller at the Closing. At the Closing, the Seller ----------------------------------- shall deliverexecute and/or deliver to Buyer, or cause with such instruments to be deliveredin form and substance satisfactory to Seller and Buyer, to the Buyer each of the following: (ai) Certificates representing the Subject Securities, duly endorsed in blank, or such other good and sufficient instruments A xxxx of transfer as the Buyer reasonably deems necessary or appropriate to vest sale in the form of Exhibit "D" ----------- hereto, conveying to Buyer the Leasehold Improvements, the Furniture, Fixtures, and Equipment and certain other Assets that are personal property, with a warranty by Seller that as of the Closing Date there are no outstanding liens or claims against such Assets and a general warranty of title; (ii) One or more assignments of all rightof Seller's rights, title and interest interests in the Lease and the Assumed Contracts; (iii) Copies of written consents to the Subject Securities.assignment of the Lease or Assumed Contracts requiring such consent; (biv) Duly executed resignations A Records Agreement in the form of the members of the board of directors and such officers of the Company as the Exhibit "C" ----------- pursuant to which Seller shall provide Buyer shall have requested in writing with access to certain records with respect to the Seller Representative not less Branch; (v) The Preliminary Closing Statement; (vi) Original notes for all Branch Loans, endorsed without recourse, and all related loan files; (vii) Payment to Buyer as may be required pursuant to Section 2.1 of this Agreement in immediately available funds (such ----------- payment to be made at a time no later than three (3) Business Days prior to 12:00 Noon, Dallas, Texas time, on the Closing Date.); (cviii) Constructive possession All collateral security of any nature whatsoever held by Seller as collateral for any of the Records Assets; (ix) Possession of the Company (which may include delivery of all such Records Assets and access to and keys for the headquarters office of the Company)Branch, provided, however, that to be delivered at the Seller may maintain a copy close of such Records for the purpose of supporting backup to tax returns filed by the Seller. (d) A certificate of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to business on the Closing Date.; and (e) An Escrow Agreement, in the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”), duly executed by the Seller. (f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (jx) A Commercial Real Estate Lease Agreement, in non-foreign affidavit as required by Section 1445 of the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLCIRC.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause to be delivered, to Buyer, the Buyer each of the followingfollowing items: (a) Certificates representing the Subject SecuritiesThe duly executed officer’s certificates referred to in Sections 7.6 and 7.7. (b) The duly executed Bxxx of Sale, duly endorsed in blankAssumption Agreement, or Assignment of Contracts and Leases and such other good and sufficient instruments executed assignments or certificates of title, each dated the Closing Date, as are reasonably necessary to transfer as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all of Seller’s right, title and interest in in, to and to under the Subject Securities. (b) Duly executed resignations of the members of the board of directors and such officers of the Company as the Buyer shall have requested in writing to the Seller Representative not less than three (3) Business Days prior to the Closing DatePurchased Assets. (c) Constructive possession Title to the Owned Real Property by recordable special warranty deed, subject only to (i) the matters disclosed by the Survey and any updated survey; (ii) those matters set forth as title exceptions in the marked Title Commitments referred to in Section 0; and (iii) such other matters as will not in the aggregate materially interfere with the use of the Records of the Company Owned Real Property as currently used (which may include delivery of all such Records to the headquarters of the Companycollectively, items (i), provided, however, that (ii) and (iii) are herein referred to as the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller“Permitted Exceptions”). (d) A certificate that Seller is not a foreign person within the meaning of good standing for Section 1445 of the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing DateCode, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b). (e) An Escrow Agreement, The duly executed Intellectual Property Assignment and evidence of change of name of Seller and any nameholder corporation owned by Seller whose name is included in the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”), duly executed by the SellerPurchased Assets. (f) The Consents listed on Exhibit 3.1(f)Certificates of the Secretary or an Assistant Secretary of Seller, in a form reasonably satisfactory dated the Closing Date: (i) as to the Buyerincumbency and signatures of the officers or representatives of Seller executing this Agreement and each of the Ancillary Agreements and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary and (ii) certifying attached resolutions of the Members of Seller which authorize and approve the execution and delivery of this Agreement and each of the Ancillary Agreements to which Seller is a party and the consummation of the transactions contemplated hereby and thereby. (g) Employment Agreements, The Surveys referenced in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectivelySection 0. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance PolicyThe duly executed Investor Rights Agreement. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to AffiliatesThe duly executed Transition Services Agreement. (j) A Commercial Real Estate Lease Agreement, The legal opinion of Gxxxx & Rxxxxx LLP in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLCreasonably acceptable to counsel for Buyer.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause to be delivered, to Buyer, the Buyer each of the followingfollowing items: (a) Certificates representing the Subject Securities, The duly endorsed executed officer's certificates referred to in blank, or such other good Sections 8.1 and sufficient instruments of transfer as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Subject Securities8.2. (b) Duly executed resignations of the members of the board of directors and such officers of the Company as the Buyer shall have requested The consents referred to in writing to the Seller Representative not less than three (3) Business Days prior to the Closing DateSection 8.4. (c) Constructive possession of the Records of the Company (which may include delivery of all such Records The legal opinions referred to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Sellerin Section 8.5. (d) A certificate of good standing Payoff letters by secured parties to any UCC-1 on the Purchased Assets (except for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Datesecured parties under Permitted Liens). (e) An Escrow Agreement, in A xxxx of sale conveying the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”), duly executed by the SellerPurchased Assets. (f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the BuyerClosing Escrow Agreement duly executed by Seller. (g) Employment AgreementsAll legal descriptions with respect to the Leased Real Property, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectivelyother than those which Seller has not been able to obtain using its commercially reasonable efforts pursuant to Section 6.3. (h) Evidence A certificate of the secretary of Seller attesting to (i) the certificate of incorporation and by-laws of Seller’s procurement , (ii) the resolutions adopted by the directors and shareholders of Extended Reporting Period coverage for Seller duly authorizing the Company’s Employment Practices Liability Insurance Policyexecution, delivery and performance of this Agreement and the execution and delivery of all instruments and documents contemplated hereby, and (iii) the signatures of the officers or authorized representatives of Seller who have been authorized on behalf of Seller to execute and deliver this Agreement and any other agreement executed or to be executed in connection therewith. (i) Evidence Good standing certificates of payment Seller from the Secretaries of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line State of Credit Agreement Nevada and Note Renewal Agreement with Tidelands Bank and (ii) any payables to AffiliatesTexas. (j) A Commercial Real Estate Lease Agreementcertificate of the secretary of Manager attesting to (i) the certificate of incorporation and by-laws of Manager, (ii) the resolutions adopted by the directors of Manager duly authorizing the execution, delivery and performance of this Agreement and the execution and delivery of all instruments and documents contemplated hereby, and (iii) the signatures of the officers or authorized representatives of Manager who have been authorized on behalf of Manager to execute and deliver this Agreement and any other agreement executed or to be executed in connection therewith. (k) Good standing certificates of Manager from the form attached hereto Secretaries of State of New Jersey and Texas. (l) Such other documents necessary to the convey the Purchased Assets, as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLCBuyer may reasonably request.

Deliveries by Seller at the Closing. At the Closing, the Seller shall will deliver, or cause to be delivered, to the Buyer each of Purchaser the following: (ai) Certificates the certificate to be delivered by Seller pursuant to Section 9.02(a); (ii) the certificates required to be delivered by Seller and DESS pursuant to Section 7.08; (iii) the certificates representing the Subject SecuritiesDESS Interests, duly endorsed in blank, or such other good and sufficient accompanied by instruments of transfer or assignment endorsed in blank and dated as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Subject Securities. (b) Duly executed resignations of the members of the board of directors and such officers of the Company as the Buyer shall have requested in writing to the Seller Representative not less than three (3) Business Days prior to the Closing Date.; (civ) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company)Assumption Agreement, provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed duly executed and acknowledged by the Seller.; (dv) A certificate of good standing for the Company issued Canadian Assumption Agreement, duly executed and acknowledged by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date.Canadian Seller; (evi) An Escrow Agreement, in the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”)Real Estate Assignment and Assumption Agreements, duly executed by the Seller.; (fvii) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”)Transition Services Agreement, duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively.Seller; (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (iviii) the Company’s Commercial Line Xxxx of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreement, in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”)Sale, duly executed by Varnfield 125 PropertiesSeller in favor of Purchaser; (ix) the Canadian Xxxx of Sale, LLCduly executed by Canadian Seller in favor of Canadian Purchaser; (x) the IP Assignments, duly executed by Seller in favor of Purchaser; (xi) the Assignment of Assigned Contracts, duly executed by Seller and Canadian Seller in favor of Purchaser and Canadian Seller; (xii) the Patent Assignment Agreement, duly executed by Seller in favor of Purchaser; (xiii) original corporate record books and stock record books of DESS; (xiv) written resignations of the directors, officers and managers of DESS as set forth on Section 1.06(c)(xiv) of the Disclosure Schedule; (xv) the Closing Statement, duly executed by Seller and Canadian Seller; (xvi) evidence reasonably satisfactory to Purchaser that all Encumbrances on the Purchased Assets and/or the Business set forth on Section 1.06(c)(xvi) of the Disclosure Schedule, other than Permitted Liens, have been or will promptly be released and discharged and that termination statements with respect to all UCC and Personal Property Security Act (Ontario) (or similar provincial legislation) financing statements relating to such Encumbrances have been, or shall be promptly following the Closing, filed at the expense of Seller; (xvii) a financing statement in respect of the sale of Accounts Receivable relating to the Canadian Seller appropriate for registration under the Personal Property Act (Ontario); and (xviii) such other bills of sale, assignments and other instruments of transfer or conveyance, including a domain name assignment, duly executed by Seller and/or Canadian Seller, as may be reasonably agreed by the Parties to effect the sale, conveyance and delivery of the Purchased Assets to Purchaser.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer each of Purchaser the following: (ai) Certificates certificates representing the Subject SecuritiesShares, duly endorsed in blankblank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixed; (ii) the certificate to be delivered by Seller pursuant to Section 9.02(a)(iii); (iii) the certificate of incorporation (or such other good equivalent organizational document) for Seller and sufficient instruments each Company, certified as of transfer a recent date by the Secretary of State of the applicable jurisdiction of organization; (iv) a certificate of the Secretary of State of each jurisdiction in which Seller and each Company is organized as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Subject Securities.good standing as of a recent date of Seller and such Company, as applicable, in such jurisdiction; (bv) Duly executed resignations a certificate of an officer of each of the members Companies, given by each such officer on behalf of the board of directors such Company and not in such officers of the Company officer’s individual capacity, certifying as the Buyer shall have requested in writing to the bylaws (or equivalent governing document) of such Company; (vi) the Assumption Agreement, duly executed by Seller; (vii) each Real Estate Assignment and Assumption Agreement, duly executed by Seller; (viii) the Transition Services Agreement, duly executed by Seller; (ix) the Allegheny Sublease, duly executed by Seller; (x) the Bxxx of Sale, duly executed by Seller Representative not less than three in favor of Purchaser; (3xi) Business Days prior the Assignment of Assigned Contracts, duly executed by Seller in favor of Purchaser; (xii) a deposit agreement pursuant to which Seller will agree to maintain the deposit accounts (including all escrow and custodial collection accounts) related to the Closing Date. (c) Constructive possession Business at Seller or one of the Records of the Company (which may include delivery of all its Affiliates in a form and containing such Records to the headquarters of the Company)arm’s length commercial terms as Purchaser and Seller shall mutually agree, provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller. (d) A certificate of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date. (e) An Escrow Agreement, in the form attached hereto as Exhibit 3.1(e) (the “Escrow Deposit Agreement”), duly executed by the Seller.; (fxiii) The Consents listed on a duly executed trademark and copyright assignment substantially in the form of Exhibit 3.1(fF (the “Trademark and Copyright Assignment”), in a form reasonably satisfactory to the Buyer.; (gxiv) Employment Agreementsoriginal corporate record books and stock record books of each of the Companies; (xv) written resignations of the directors and officers of the Companies as set forth on Section 1.06(c)(xv) of the Disclosure Schedule; (xvi) affidavits dated as of the Closing Date, in the forms attached hereto as Exhibit 3.1(g)(iform required by the Treasury regulations issued under Section 1445 of the Code, to the effect that Seller is not a foreign person for purposes of Section 1445 of the Code; (xvii) and Exhibit 3.1(g)(ii) a Servicing Agreement (the “Employment AgreementsServicing Agreement”), duly executed by Xxxxxxx X. Xxxxxxxxxxx Home Loan Services and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreementcounterparties thereto, in the substantially the form attached hereto of Exhibit G; (xviii) a waiver, release and termination agreement pursuant to which Seller and each of its applicable Affiliates shall terminate each of the agreements listed on Section 1.06(c)(xviii) of the Disclosure Schedule and provide a waiver and release to Purchaser and its Affiliates (including the Companies following the Closing) from any and all Liabilities under the agreements listed on Section 1.06(c)(xviii) of the Disclosure Schedule, regardless of when arising; (xix) a payoff letter evidencing payment of the Payoff Amount and the extinguishment of all Indebtedness between the Seller and the Companies, including the warehouse facility; and (xx) such other documents and instruments as Exhibit 3.1(j) (may be reasonably required to consummate the “Varnfield Lease”), duly executed transactions contemplated by Varnfield 125 Properties, LLCthis Agreement and the Transaction Agreements.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer each of Purchaser the following: (ai) Certificates representing the Subject Securitiescertificate to be delivered by Seller pursuant to Section 9.02(a)(iii); (ii) the articles of incorporation of Seller, duly endorsed in blank, or such other certified as of a recent date by the Secretary of State of the State of Ohio; (iii) a certificate of the Secretary of State of the State of Ohio as to the good and sufficient instruments standing as of transfer as the Buyer reasonably deems necessary or appropriate to vest a recent date of Seller in the Buyer all rightState of Ohio; (iv) a certificate of an officer of Seller, title given by such officer on behalf of Seller and interest not in and such officer’s individual capacity, certifying as to the Subject Securities. (b) Duly executed resignations of the members resolutions of the board of directors of Seller authorizing this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby; (v) the Assumption Agreement, duly executed and acknowledged by Seller; (vi) the Transition Services Agreement, duly executed by Seller; (vii) limited or special warranty deeds or, if such officers of are not customary in the Company as jurisdiction where the Buyer shall have requested Owned Real Property is located, then deeds customarily delivered in writing the applicable jurisdiction in connection with asset transactions similar to the Seller Representative not less than three (3) Business Days prior to the Closing Date. (c) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company)transaction contemplated herein, provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller. (d) A certificate of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date. (e) An Escrow Agreement, and generally in the form attached hereto as of Exhibit 3.1(e) H, conveying the Owned Real Property to Purchaser (collectively, the “Escrow AgreementLimited Warranty Deeds”), duly executed by the Seller.; (fviii) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”)Xxxx of Sale, duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively.Seller in favor of Purchaser; (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (iix) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Geon Trademark License Agreement, in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 PropertiesSeller in favor of Purchaser; (x) the Assignment of Assigned Contracts, LLCduly executed by Seller in favor of Purchaser; (xi) the Specialty Resin Supply Agreement, duly executed by Seller; (xii) the Plant Services Agreement, duly executed by Seller; and (xiii) a non-foreign person certificate issued by Seller dated as of the Closing Date (satisfying the requirements of section 1445 of the Code).

Deliveries by Seller at the Closing. At Prior to the Closing, the Seller shall deliver, deliver (or cause to be delivered, ) to the Closing Agent, for delivery by the Closing Agent to Buyer each of at the Closing in accordance with the Joint Escrow Instructions, the following: (ai) Certificates representing one or more Assignment and Assumption of Membership Interests and securities powers (in blank) with respect to the Subject Securities, duly endorsed in blankeach case in substantially the forms of Exhibit B attached hereto (each, or such other good an “Assignment and sufficient instruments Assumption of transfer as the Buyer reasonably deems necessary or appropriate to vest in the Buyer Membership Interests”), assigning all of Seller’s right, title and interest in the Securities and to confirming Seller’s withdrawal from, and Buyer’s admission to, each of the Subject Securities.Acquired Companies, executed by Seller; (bii) Duly executed resignations of the members of the board of directors and such officers of the Company as the Buyer shall have requested in writing to the Seller Representative not less than three (3) Business Days prior to the Closing Date. (c) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller. (d) A certificate certificates of good standing for with respect to the Company Acquired Companies issued by the South Carolina Secretary responsible Governmental Entity of State’s Office no earlier the State of Nevada, dated as of a date not more than ten (10) Business Days prior to the Closing Date.; (eiii) An Escrow Agreementa copy of the resolution of Seller’s board of managers, certified by an appropriate officer of Seller as having been duly and validly adopted and being in full force and effect as of the Closing Date, authorizing the execution and delivery of this Agreement and performance by Seller of the transactions contemplated hereby; (iv) a payoff letter (a “Payoff Letter”) from each holder of Acquired Company Indebtedness constituting a part of the Closing Acquired Company Indebtedness Amount indicating that upon payment of a specified amount, such holder shall release and reconvey its mortgages, deeds of trust or other security interest with respect to the applicable Securities of such Acquired Company and the Properties and other assets owned by such Acquired Company and authorize Buyer to file Uniform Commercial Code termination statements, or such other documents or endorsements necessary to release of record the security interests of all such holders; (v) the Seller Closing Certificate; (vi) to the extent not previously delivered to Buyer or already in the possession or control of Buyer or Manager, all originals (or copies if originals are not available) of the all books, records, and other writings in Seller’s possession relating to any Acquired Company or any of its assets, the Properties, liabilities or business (collectively, the “Books and Records”); (vii) evidence reasonably satisfactory to Buyer confirming completion of the merger or dissolution of Waypoint GI Trust and transfer of the record ownership of the Securities to Seller; (viii) a letter signed on behalf of WREG and Seller confirming that the Closing Agent’s payment of the amount specified in such letter (the “WREG Termination Fee”) shall full satisfy all asset management fees and other amounts due and owing by Seller to WREG through the Closing Date; (ix) an escrow agreement, in the form of Exhibit C attached hereto hereto, dated as Exhibit 3.1(e) of the Closing Date (the “Post-Closing Escrow Agreement”), duly executed by Seller and the Seller.Post-Closing Escrow Agent; (fx) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment Agreementstermination agreement, in the forms form of Exhibit D attached hereto hereto, dated as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) of the Closing Date (the “Employment AgreementsTermination Agreement”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively.WREG; and (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (ixi) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and “Pro Rata Share Schedule” (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreement, as such term is defined in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLCIndemnity Agreement.

Deliveries by Seller at the Closing. At the Closing, the Seller shall will deliver, or cause to be delivered, to the Buyer each of Purchaser the following: (ai) Certificates certificates representing the Subject SecuritiesShares, duly endorsed in blankblank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixed; (ii) the certificate to be delivered by Seller pursuant to Section 9.02(f); (iii) the certificate of incorporation (or such other good equivalent organizational document) of Seller and sufficient instruments the Company, certified as of transfer a recent date by the Secretary of State of the applicable jurisdiction of incorporation; (iv) a certificate of the Secretary of State of the applicable jurisdiction of incorporation as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Subject Securities.good standing as of a recent date of Seller and the Company in such jurisdiction; (bv) Duly executed resignations a certificate of an officer of Seller and the members Company, given by such officer on behalf of Seller or the Company, as applicable, and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Seller or the Company, as applicable, and as to resolutions of the board of directors (or equivalent governing body) of Seller authorizing this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby; (vi) a certificate of an officer of Parent, given by such officer on behalf of Parent, and not in such officer’s individual capacity, certifying as to resolutions of the board of directors of Parent authorizing the Guarantee; (vii) the Transition Services Agreement, duly executed by Parent; (viii) a mutual release in the form annexed hereto as Exhibit D, duly executed by the Company, on behalf of itself and each of its Subsidiaries, and Parent, on behalf of itself and each of its subsidiaries (other than the Company and its Subsidiaries); (ix) original corporate record books and stock record books of the Company; (x) written resignations of (A) Mxxx X. Xxxxx as a director of the Company, and (B) Jxxxx X. Xxxxxx and Kxxxxxx X. Xxxx as officers of the Company as and the Buyer shall have requested in writing Subsidiaries of which they are officers, and to the Seller Representative not less than extent requested by Purchaser at least three (3) Business Days prior to the Closing Date. (c) Constructive possession , written resignations of any other member of the Records board of directors, board of managers or equivalent governing body, as applicable, of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller.and its majority-owned Subsidiaries; (dxi) A a certificate signed by Seller dated as of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date. (e) An Escrow Agreement, in the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”), duly executed required by the Seller.Treasury Regulations issued under Section 1445 of the Code, to the effect that Seller is not a foreign person for purposes of Section 1445 of the Code; (fxii) The Consents listed on Exhibit 3.1(f)evidence, in a form reasonably satisfactory to Purchaser, that Parent or Seller shall have completed the Buyer.Restructuring Activities; and (gxiii) Employment Agreements, in such other documents and instruments as may be reasonably required to consummate the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed transactions contemplated by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit this Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliatesthe Transaction Agreements. (j) A Commercial Real Estate Lease Agreement, in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLC.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliverexecute and acknowledge, or cause where appropriate, and deliver to be deliveredBuyer together with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, financing statements, and any other agreements and certificates of title to inure to the benefit of Buyer each with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the Loans, together with a participation agreement between Seller and Buyer with respect to the $3.8 million Loan to Medalist Properties 5, LLC, in form and substance satisfactory to Buyer, under which Seller retains a $1 million subordinated minority participation interest in such Loan; B. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, held by Seller as collateral for any of the following:Assets; C. The Records; D. The Assets that are capable of physical delivery; E. A certificate duly executed by an authorized officer of Seller (aacting in his or her official capacity, and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that (i) Certificates representing the Subject Securitiesrepresentations and warranties of Seller as set forth in this Agreement were true and correct in all material respects as of June 1, 2011, when the Original Agreement was executed and delivered (the “Original Agreement Signing Date”) and as of the date of this Agreement, and remain true and correct in all material respects as of the Closing Date; (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2011, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.11); F. A certificate duly endorsed executed by the Secretary of Seller (acting in blankhis or her official capacity, or and not individually) pursuant to which such officer shall certify (i) the due adoption by the Board of Directors of Seller and Seller’s parent corporation, Paragon Commercial Corporation, of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other good agreements and sufficient instruments documents contemplated hereby and the taking of transfer as all actions contemplated hereby and thereby; and (ii) the Buyer reasonably deems incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to vest in transfer the Buyer all right, title safe deposit and interest in and safekeeping businesses related to the Subject Securities.Safe Deposit Contracts; H. A list, certified by an authorized officer of Seller (b) Duly executed resignations acting in his or her official capacity, and not individually), setting forth all garnishments, similar court orders, tax liens and orders of any governmental entity in effect with respect to the Deposits, as of which Seller has actual knowledge as of the members close of business on the board of directors and such officers of the Company as the Buyer shall have requested in writing to the Seller Representative not less than three (3) Business Days prior to business day immediately preceding the Closing Date.; I. If the Payment Amount is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Payment Amount in immediately available funds (c) Constructive possession of the Records of the Company (which may include delivery of all such Records payment to the headquarters of the Company)be made at a time no later than 2:00 p.m., providedRichmond, howeverVirginia time, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller. (d) A certificate of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to on the Closing Date. (e) An Escrow Agreement, ); J. A xxxx of sale in the form attached of Exhibit B hereto as Exhibit 3.1(e) (by which Seller transfers the “Escrow Agreement”)Assets to Buyer, duly executed by together with original certificates of title for all motor vehicles included within the Seller. (f) The Consents listed on Exhibit 3.1(f)Courier Assets, in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) an assignment and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreement, assumption agreement in the form attached of Exhibit D hereto as by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller, and a limited power of attorney in the form of Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLC.C hereto;

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer each of Purchaser the following: (aA) Certificates original certificates representing the Subject SecuritiesPurchased Shares, duly endorsed in blankproperty, or such with appropriate transfer tax stamps, if any, affixed, (B) original up-to-date Stock Registers and (C) any other good and sufficient instruments corporate books of transfer each of the Companies; (ii) the certificate to be delivered by Seller pursuant to Section 10.02(a)(ii); (iii) the articles of incorporation for Seller, certified as of a recent date by the Buyer reasonably deems necessary or appropriate to vest in Ohio Secretary of State; (iv) a certificate of the Buyer all right, title and interest in and Ohio Secretary of State as to the Subject Securities.good standing as of a recent date of Seller in Ohio; (bv) Duly executed resignations (A) a certificate of an officer of Seller, given by such officer on behalf of Seller and not in such officer’s individual capacity, certifying as to the members regulations of Seller and as to authorizing resolutions of the board of directors of Seller authorizing this Agreement and such officers the Transaction Agreements and the transactions contemplated hereby and thereby and (B) a power of attorney from the appropriate governing body of each Asset Seller that authorizes the sale and endorsement in property of the Company Purchased Shares; (vi) the Assumption Agreement, duly executed by the applicable Asset Sellers; (vii) each Real Estate Assignment and Assumption Agreement, duly executed and acknowledged by Seller or its applicable Affiliate; (viii) the Wxxxxx Xxxxxxxx, duly executed by Sxxxxx; (ix) the El Paso Sublease, duly executed by Sxxxxx; (x) a limited or special warranty deed in substantially the form of Exhibit E, modified as the Buyer shall have requested in writing applicable to the Seller Representative not less than three (3) Business Days prior to the Closing Date. (c) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company)subject jurisdiction, provided, however, that conveying the Seller may maintain a copy of such Records for the purpose of supporting backup Owned Real Property to tax returns filed by the Seller. (d) A certificate of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date. (e) An Escrow Agreement, in the form attached hereto as Exhibit 3.1(e) Purchaser (the “Escrow AgreementDeed”), duly executed by the Seller.applicable Asset Sellers; (fxi) The Consents listed on a general assignment and bill of sale in substantially the form of Exhibit 3.1(f)F, in a form reasonably satisfactory pursuant to which Seller will convey the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) Purchased Assets to Purchaser that are not conveyed pursuant to any other Transaction Agreement (the “Employment AgreementsBill of Sale”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively.the applicable Asset Sellers in favor of Purchaser; (hxii) Evidence the Assignment of Seller’s procurement Assigned Contracts, duly executed by the applicable Asset Sellers in favor of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy.Pxxxxxxxx; (ixiii) Evidence a duly executed intellectual property assignment substantially in the form of payment Exhibit G (the “Intellectual Property Assignment”); (xiv) written resignations of all outstanding amounts owed the directors and officers of the Companies as set forth on Schedule 2.05(c)(xiv); (xv) affidavits dated as of the Closing Date, in the form required by the Treasury regulations issued under Section 1445 of the Code, to the effect that Seller is not a “foreign person” for purposes of Section 1445 of the Code; (xvi) written evidence, in form reasonably satisfactory to Purchaser, of the full and indefeasible discharge and termination of any third party financing arrangements including but not limited Liens (other than Permitted Liens) on or relating to any of the Purchased Assets or assets owned by the Companies; (ixvii) the Company’s Commercial Line Customer Assignment and Assumption Agreements, each duly executed and acknowledged by the Seller, together with the written consent to such Customer Assignment and Assumption Agreement of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates.the customer referenced in the corresponding Contract; (jxviii) A Commercial Real Estate Lease Agreementreleases, in substantially the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”)J, duly executed by Varnfield 125 Propertieseach of the Asset Sellers; (xix) the Transition Services Agreement, LLCduly executed by the Seller; (xx) an affidavit or certificate in favor of the title company issuing a title policy for any Owned Real Property in a form reasonably required by such title company in order to remove all standard exceptions from such title policy and such documents as the title company may require to establish the authority of Seller to complete the sale of the Owned Real Property as contemplated by this Agreement; and (xxi) such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement and the Transaction Agreements.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliverdeliver to Purchaser, or cause to be delivered, to the Buyer each of the following: (a) Certificates representing Copies of resolutions adopted by the Subject SecuritiesSeller authorizing Seller to execute and deliver the Seller Documents (defined in section 3.3 hereof) to which it is a party and to perform its obligations thereunder, upon the terms and subject to the conditions set forth therein, duly endorsed in blank, certified by the Secretary or such other good and sufficient instruments Assistant Secretary of transfer as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Subject Securities.Seller; (b) Duly executed resignations Certificate of the members Secretary or Assistant Secretary of Seller certifying as to (i) the performance of the board Seller's obligations hereunder and under the Seller Documents; (ii) the accuracy of directors the Seller's representations and such warranties hereunder and under the Seller Documents and (iii) the incumbency and specimen signatures of the officers of the Company as the Buyer shall have requested in writing to Seller executing the Seller Representative not less than three (3) Business Days prior to the Closing Date.Documents on behalf of such corporation; (c) Constructive possession Legal opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for Seller in the Records of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller.form and substance attached hereto as Exhibit I; (d) A certificate Duly executed "Registrant Name Change Agreement Version 3.0-Transfers" with proof of good standing for submission to Network Solutions, Inc., authorizing the Company issued by the South Carolina Secretary transfer of State’s Office no earlier than ten (10domain name(s) Business Days prior set forth in Schedule 3.12 to the Closing Date.Purchaser; (e) An Escrow Agreement, Xxxx of Sale and Assignment pursuant to Section 6.7 in the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”), duly executed by the Seller.J; (f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to A current customer count certified as accurate by the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreement, Seller in the form attached hereto as Exhibit 3.1(jK; (g) Duly executed Lock-Up Agreements on behalf of the Seller in the form attached hereto as Exhibit C; and (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLCh) Documentation sufficient to transfer authority and all control of Seller's bank account(s) to Purchaser.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause deliver to be delivered, to the Buyer each of the following: (a) Certificates representing a Xxxx of Sale in the Subject Securitiesform of Exhibit A hereto duly executed by Seller; (b) [Reserved]; (c) Patent License Assignment in the form of Exhibit B hereto duly executed by Seller; (d) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) duly endorsed in blank, or executed by Seller; (e) such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary or and appropriate to vest in the Buyer all right, title and interest in in, to and to under the Subject Securities. (b) Duly executed resignations of the members of the board of directors and such officers of the Company as the Buyer shall have requested in writing to the Seller Representative not less than three (3) Business Days prior to the Closing Date. (c) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller. (d) A certificate of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date. (e) An Escrow Agreement, in the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”), duly executed by the Seller.Purchased Assets; (f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer.Power of Attorney contemplated by Sections 6.7(c) duly executed by Seller; (g) Employment Agreements, in a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), Treasury regulations duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively.Seller that it is selling Purchased Assets to Buyer pursuant hereto; (h) Evidence an Earn-Out Agreement in the form of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy.Exhibit C; (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement Employment Agreements with Xxxxxxxxxxx X. Xxxxxxxxxx and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates.Xxxxxxx Xxxxxxxxxx; (j) A Commercial Real Estate Lease AgreementNon-Competition Agreements with Xxxxxxxxxxx X. Xxxxxxxxxx, Xxxxxxx Xxxxxxxxxx and Xxxx Xxxxxxxxx; (k) Escrow Agreement in the form attached hereto as of Exhibit 3.1(jD; (l) Stock Purchase Agreement; (m) Indemnification Agreement in the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLCform of Exhibit E; (n) Title for 2004 Ford Truck F350 VIN#0XXXX00X00XX00000; and (o) Title for 1994 Ford Ranger Pickup VIN#0XXXX00X0XXX00000.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause deliver to be delivered, to the Buyer each of the following: (aA) Certificates representing stock certificates evidencing the Subject SecuritiesNetQuote Shares, duly endorsed in blank or accompanied by stock powers duly executed by Seller in blank and (B) an assignment of the IQ Holdings Interests, duly executed by Seller in blank, or such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Subject Securities.; (bii) Duly executed resignations of the members of the board of directors and such officers of the Company as the Buyer shall have requested in writing to the Seller Representative not less than three (3) Business Days prior to the Closing Date. (c) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller. (d) A certificate certificates of good standing for with respect to the Company Acquired Companies issued by the South Carolina Secretary responsible Governmental Entity of State’s Office no earlier the jurisdictions of their respective formation (to the extent any such certificate is routinely issued by any such jurisdiction), dated as of a date not more than ten (10) Business Days prior to the Closing Date.; (eiii) An Escrow a Litigation Support Agreement, in the form attached hereto as of Exhibit 3.1(e) B hereto, dated the Closing Date (the “Escrow Litigation Support Agreement”), duly executed by the Seller.; (fiv) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment AgreementsRestrictive Covenant Agreement, in the forms attached hereto as form of Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) C hereto, dated the Closing Date (the “Employment AgreementsRestrictive Covenant Agreement”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively.Seller; (hv) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease a Subordination Agreement, in the form attached hereto as of Exhibit 3.1(j) D hereto, dated the Closing Date (the “Varnfield LeaseSubordination Agreement”), duly executed by Varnfield 125 PropertiesSeller; (vi) customary lien release documentation reasonably satisfactory to Buyer and its counsel and financing sources relating to the termination of all Liens on the Purchased Equity Interests or any assets of an Acquired Company securing Indebtedness and the release of all guarantees of any Indebtedness, LLCand invoices in respect of Transaction Expenses, if any, in each case, with customary wire instructions; (vii) a FIRPTA Certificate; and (viii) the Seller Closing Certificate.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause to be delivered, delivered to the Buyer each of the followingPurchaser: (a) Certificates representing the Subject Securitiesa certificate, duly endorsed executed by an authorized officer of Seller, dated as of the Closing Date, certifying that the conditions set forth in blank, or such other good Section 6.3(a) and sufficient instruments of transfer as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Subject Securities.6.3(b) have been satisfied; (b) Duly executed resignations copies of the members pay-off letters and evidence of Lien releases, which are to be effective upon the board of directors payment and such officers of discharge the Company as the Buyer shall have requested in writing Repaid Indebtedness pursuant to the Seller Representative not less than three (3) Business Days prior to the Closing Date.Section 2.2(c); (c) Constructive possession of stock certificates evidencing the Records of the Company (which may include delivery Shares free and clear of all such Records to the headquarters of the CompanyLiens (other than transfer restrictions under applicable securities Laws), provided, however, that the Seller may maintain a copy accompanied by appropriate instruments of such Records for the purpose of supporting backup to tax returns filed transfer duly executed by the Seller.; (d) A certificate duly executed corporate resolutions of good standing for Seller authorizing and approving the Company issued by execution, delivery and performance of the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to Transaction Agreements and the Closing Date.transactions contemplated hereby and thereby; (e) An Escrow Agreement, the certificate of Tax residence for the purposes of the Spain – Costa Rica Treaty in the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”E, as contemplated by Section 5.10(i), duly executed by but only to the Seller.extent that the Purchaser is an entity incorporated or otherwise tax resident in Costa Rica (f) The Consents listed on Exhibit 3.1(fwritten resignations, effective as of the Closing, of each director of any Group Company who is not also an officer or employee of such Group Company (the “Resigning Directors”), in a form reasonably satisfactory to effective as of the Buyer.Closing Date; (g) Employment Agreements, in a copy of the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Transition Services Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreement, substantially in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”)F, duly executed by Varnfield 125 PropertiesSeller or one of its designated Affiliates; and (h) a copy of the Reverse Transition Services Agreement substantially in the form attached hereto as Exhibit G, LLC.duly executed by Seller or one of its designated Affiliates. For the avoidance of doubt, the obligations set forth in this Section 2.5 shall be deemed satisfied if Seller shall have delivered electronic copies of the deliverables, except for those deliverables set forth in clause (a), which obligations shall be deemed satisfied if Seller shall have provided access to such original copies of such documents to Purchaser in the jurisdiction in which such documents reside. |

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer each of Purchaser the following: (ai) Certificates representing the Subject Securities, duly endorsed in blank, or such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary or appropriate certificate to vest in the Buyer all right, title and interest in and be delivered by Seller pursuant to the Subject Securities.Section 9.02(a)(iii); (bii) Duly a duly executed resignations counterpart of each Assumption Agreement; (iii) a duly executed counterpart of each Assignment and Assumption of Lease; (iv) a duly executed counterpart of the members Transition Services Agreement; (v) duly executed counterparts of deeds in substantially the form of Exhibit Q, conveying each of the board of directors and such officers of the Company as the Buyer shall have requested in writing Transferred Owned Real Property to the Seller Representative not less than three Purchaser or a Purchasing Affiliate (3) Business Days prior to the Closing Date. (c) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company)collectively, provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller. (d) A certificate of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date. (e) An Escrow Agreement, in the form attached hereto as Exhibit 3.1(e) (the “Escrow AgreementDeeds”), duly executed by the Seller.Seller or a Selling Affiliate; (fvi) The Consents listed on Exhibit 3.1(f)a duly executed counterpart of each General Assignment and Xxxx of Sale; (vii) a duly executed counterpart of the Intellectual Property License Agreement; (viii) a duly executed counterpart of each Patent Assignment Agreement; (ix) a duly executed counterpart of each Assignment of Assigned Contracts; (x) a duly executed counterpart of the Trademark License Agreement; (xi) stock certificates (or local legal equivalent) representing the Shares duly endorsed in blank or accompanied by transfer forms duly endorsed in blank in proper form for transfer, in a form reasonably satisfactory with appropriate transfer stamps, if any and to the Buyer.extent available prior to the Closing, affixed; (gxii) Employment original corporate record books and stock record books of each of the Acquired Subsidiaries to the extent not located at the Owned Real Property or the Leased Real Property as of the Closing; (xiii) written resignations of the directors, officers and managers of the Acquired Subsidiaries as set forth on Section 1.05(c)(xiii) of the Disclosure Schedule; (xiv) duly executed counterparts of the France Purchase Agreements; (xv) a ratification of the Germany Purchase Agreement, substantially in the forms attached hereto as form of Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”)R, duly executed by Xxxxxxx X. Xxxxxxxxxxx Seller and Xxxxx Xxxxxxx respectively.certified by a German notary; (hxvi) Evidence a duly executed counterpart of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy.Spain Purchase Agreement; (ixvii) Evidence a duly executed counterpart of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease China Purchase Agreement, in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Propertiessuch Purchasing Affiliate, LLCwhich China Purchase Agreement will be executed and delivered by the parties thereto as soon as reasonably practicable following the date hereof if required by the applicable Governmental Authorities in connection with forming the Purchasing Affiliate that is to purchase the China NRB Assets and assume the China NRB Liabilities, notwithstanding anything contained in this Section 1.05(c) to the contrary; (xviii) a duly executed counterpart of the Czech Republic Purchase Agreement; (xix) a certificate dated as of the Closing Date to the effect that the purchase of the Purchased Assets (including the Shares) pursuant to the terms of this Agreement is exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act; (xx) duly executed counterparts of the Canadian Transfer Documents; (xxi) a duly executed counterpart of the Trademark Assignment Agreement; (xxii) a duly executed counterpart of the Supply Agreement; and (xxiii) any other document(s) required by applicable Laws to be duly executed and delivered by Seller or any Selling Affiliate in order to effect the conveyance of the Purchased Assets to, and the assumption of the Assumed Liabilities by, Purchaser or the Purchasing Affiliates.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, will deliver or cause to be delivered, delivered to the Buyer each of (unless delivered previously) the following: (a) Certificates representing the Subject Securities, duly endorsed in blank, or such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Subject Securities.The Purchased Assets; (b) Duly The certificates (or similar evidence of ownership) representing the Purchased Equity, accompanied by duly executed instruments of transfer which, in the case of the Taqua Share, shall be a stock power duly executed in blank or a duly executed stock transfer form; (c) The resignation of the Managing Member of Santera; (d) The resignations of the officers requested by Buyer and of the members of the board Board of directors and such officers Directors of the Company as the Buyer shall have requested in writing to the Seller Representative not less than three (3) Business Days prior to the Closing Date. (c) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller. (d) A certificate of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date.Taqua; (e) An The limited liability company records of Santera; (f) The corporate records of Taqua in Seller’s possession at Closing; (g) The Patent Assignment form attached hereto as Exhibit A, and the Trademark Assignment form attached hereto as Exhibit B; (h) The Escrow AgreementAgreement to be entered into as of the Closing Date among Buyer, Seller and the escrow agent, in the form attached hereto as Exhibit 3.1(e) C (the “Escrow Agreement”,” subject to reasonable changes requested by the escrow agent), duly executed by the Seller. (f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy.; (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit The General Assignment, Assumption Agreement and Note Renewal Agreement with Tidelands Bank Bxxx of Sale to be entered into as of the Closing Date between Seller and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease AgreementBuyer, in the form attached hereto as Exhibit 3.1(j) D (the “Varnfield LeaseGeneral Assignment and Bxxx of Sale”), duly executed by Varnfield 125 PropertiesSeller; (j) Certificates dated within five days prior to the Closing Date issued by the Secretary of State of the State of Delaware certifying that each of Santera and Taqua has legal existence and is in good standing in the State of Delaware; (k) A certificate dated the Closing Date executed by the Secretary or any Assistant Secretary of Seller certifying: (i) the names of the officers of Seller authorized to sign this Agreement and the other agreements, LLCdocuments and instruments executed by Seller pursuant hereto, together with the true signatures of such officers; and (ii) as to copies of resolutions adopted by the Board of Directors of Seller authorizing the appropriate officers of Seller to execute and deliver this Agreement and all agreements, documents and instruments executed by Seller pursuant hereto, and to consummate the transactions contemplated hereby and thereby, and that such resolutions are still in effect and have not been amended, modified, rescinded or revoked; (l) A legal opinion of Seller’s counsel, in substantially the form attached hereto as Exhibit E, duly executed by Seller’s counsel; (m) Counterpart signature pages of the Investors’ Rights Agreement and the Co-Sale Agreement, duly executed by Seller; (n) The Plano Lease Assignment duly executed by Seller; (o) The Plano Sublease Assignment duly executed by Seller; (p) The T6000 Agreement duly executed by Seller; and (q) All other documents, instruments and writings required to be delivered by Seller at or prior to the Closing pursuant to this Agreement or otherwise reasonably required by Buyer in connection herewith; provided, however, that in no event shall the consent of any third party under any Contract be deemed to be such a required delivery.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause to be delivered, will deliver to the Buyer each of the followingPurchaser: (ai) Certificates representing the Subject SecuritiesXxxx of Sale, Assignment and Assumption Agreement, duly endorsed in blank, or such other good and sufficient instruments of transfer as executed by the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Subject Securities.Seller; (bii) Duly executed resignations a copy of the members of resolution or resolutions duly adopted by the Shareholder and board of directors of the Seller authorizing the execution, delivery and such performance of this Agreement by the Seller and amending its Articles of Incorporation to change its corporate name to "GTH, Inc." certified by the Secretary or an Assistant Secretary of the Seller; (iii) a certificate of the Secretary or an Assistant Secretary of the Seller as to the incumbency and signatures of the officers of the Company Seller executing this Agreement on behalf of the Seller; (iv) a certificate issued by the Secretary of State of the State of Minnesota, as the Buyer shall have requested in writing of a recent date, as to the good standing of the Seller Representative not less than three in such state; (3v) Business Days prior a certificate issued by the Secretary of State of each state in which the Seller is licensed or qualified to do business as a foreign corporation, as of a recent date, as to the good standing of the Seller as a foreign corporation in such state; and (vi) a complete set of interim financial statements , an accounts receivable aging report, and the information and reports needed to estimate obsolete inventory as described above in ss. 2(c) above prepared as of the close of business the day before the Closing Date. (cvii) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records General Warranty Deed for the purpose of supporting backup to tax returns filed Real Estate in Eloy Arizona (viii) the following documents executed by the Seller. Shareholder (d1) A certificate an Assignment of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date. (e) An Escrow Agreement, Patent in the form attached hereto as Exhibit 3.1(eE, (2) (the “Escrow Agreement”), duly executed by the Seller. (f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Trademark License Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreement, in the form attached hereto as Exhibit 3.1(jD, (3) the Xxxx of Sale and Assignment Agreement in the form attached as Exhibit A-2, and (4) the “Varnfield Lease”)Software License Agreement in the form attached as Exhibit C. (ix) the Real Estate Lease and Purchase Agreement in the form attached as Exhibit B; and (x) such other instruments of sale, duly executed transfer, conveyance and assignment as shall be reasonably required by Varnfield 125 Properties, LLCthe Purchaser.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, will deliver or cause to be delivered, delivered to the Buyer each of (unless delivered previously) the following: (a) Certificates The stock certificate or certificates (or similar evidence of ownership) representing the Subject SecuritiesShares, accompanied by stock powers duly endorsed executed in blank, blank or such other good and sufficient duly executed stock transfer forms or instruments of transfer as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Subject Securities.transfer; (b) Duly executed The resignations of the all members of the board Board of directors and such Directors of the Company; (c) The resignations of officers of the Company as the Buyer shall have requested designated in writing to by Buyer; (d) The stock books, minute books and corporate seal of the Seller Representative not less than three Company; (3e) Business Days A certificate dated within five days prior to the Closing Date.Date issued by the Secretary of State of the State of Nevada certifying that the Company has legal existence and is in good standing in the State of Nevada; (c) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller. (df) A certificate of good standing for dated the Company issued Closing Date executed by the South Carolina Secretary of State’s Office no earlier than ten Seller certifying (10i) Business Days prior the names of the officers of Seller authorized to sign this Agreement and the Closing Date.other agreements, documents and instruments executed by Seller pursuant hereto, together with the true signatures of such officers, and (ii) as to copies of resolutions adopted by the Board of Directors of Seller authorizing the appropriate officers of Seller to execute and deliver this Agreement and all agreements, documents and instruments executed by Seller pursuant hereto, and to consummate the transactions contemplated hereby and thereby, and that such resolutions are still in effect and have not been amended, modified, rescinded or revoked; (eg) An Escrow The Transition Services Agreement, in the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”)EXHIBIT A, duly executed by the Seller. (f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively.; (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy.A certification described in Treasury Regulation Section 1.1445-2(b)(2)(i) certifying that Seller is not a "foreign person"; and (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited All other documents, instruments and writings required to (i) be delivered by Seller at or prior to the Company’s Commercial Line of Credit Closing pursuant to this Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliatesor otherwise reasonably requested by Buyer in connection herewith. (j) A Commercial Real Estate Lease Agreement, in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLC.

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause deliver to be delivered, to the Buyer each of the following: (a) Certificates representing the Subject Securities, duly endorsed a certificate signed by an officer of Seller as provided in blank, or such other good Sections 6.1(c) and sufficient instruments (d) of transfer as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Subject Securities.this Agreement; (b) Duly a certificate, executed resignations by an authorized officer of Seller, certifying the members authority and incumbency of the board of directors and such officers of Seller executing this Agreement and the Company as the Buyer shall have requested in writing to the other agreements, instruments or certificates delivered by Seller Representative not less than three (3) Business Days prior to the Closing Date.at Closing; (c) Constructive possession a Xxxx of the Records of the Company (which may include delivery of all such Records Sale, Assignment and Assumption Agreement relating to the headquarters Assets located in the United States, substantially in the form of Exhibit A-1 (the Company“U.S. Xxxx of Sale, Assignment and Assumption Agreement”), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed duly executed by the Seller.; (d) A certificate a Xxxx of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior Sale, Assignment and Assumption Agreement relating to the Closing Date. Assets located in India (e) An Escrow Agreementthe “India Assets”), substantially in the form attached hereto as of Exhibit 3.1(e) A-2 (the “Escrow India Xxxx of Sale, Assignment and Assumption Agreement”), duly executed by the Seller.Seller India Affiliate; (fe) The Consents listed on Exhibit 3.1(f)an Assignment and License Agreement, in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, substantially in the forms attached hereto as form of Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) B (the “Employment AgreementsAssignment and License Agreement”), duly executed by Xxxxxxx X. Xxxxxxxxxxx Seller (it being agreed that Buyer shall be responsible, at its own expense, for recordation of any such assignment, including without limitation with the U.S. Patent and Xxxxx Xxxxxxx respectively.Trademark Offices); (hf) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease a Patent License Agreement, substantially in the form attached hereto as of Exhibit 3.1(j) C (the “Varnfield LeasePatent License Agreement”), duly executed by Varnfield 125 PropertiesSeller; (g) a Sublease, LLCsubstantially in the form of Exhibit D (the “Sublease”), duly executed by the Seller India Affiliate; (h) a Hosting and Transition Services Agreement, substantially in the form of Exhibit E (the “Transition Services Agreement”), duly executed by Seller; (i) a Professional Services Agreement substantially in the form of Exhibit F (the “Professional Services Agreement”), duly executed by Seller; (j) a Software License Agreement, substantially in the form of Exhibit G (the “Explorer License Agreement”), duly executed by Seller; (k) a Guaranty, substantially in the form of Exhibit H, duly executed by i2 Technologies, Inc.; and (l) such other instruments and documents, in form and substance reasonably acceptable to Buyer and Seller, as may be necessary to effect the Closing. This Agreement and the agreements and instruments referred to in clauses (c) through (j) of this Section 2.2 are collectively referred to herein as the “Transaction Documents.”

Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause deliver to be delivered, to the Buyer each of the following: (a) Certificates representing a Xxxx of Sale in the Subject Securitiesform of Exhibit A hereto (the “Xxxx of Sale”) duly executed by each member of the Seller Group; (b) an Assignment and Assumption Agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) duly executed by each member of the Seller Group; (c) a Master Services Agreement in the form of Exhibit D hereto (the “Master Services Agreement”) duly executed by each relevant member of the Seller Group; (d) an Authorized Service Provider Agreement in the form of Exhibit E hereto (the “Authorized Service Provider Agreement”) duly executed by each relevant member of the Seller Group; (e) an Asset Transfer Agreement in the form of Exhibit F hereto (the “China Asset Transfer Agreement”) duly executed by each relevant member of the Seller Group; (f) a Japan Office Space Lease in such form as is reasonably acceptable to Buyer and to Seller (the “Japan Office Space Lease”), provided that such lease shall provide for the lease of 10,000 to 13,000 square feet of space at market rates and terms to be mutually agreed upon by Buyer and Seller and for a term of one year with two one-year renewal periods, duly endorsed executed by each relevant member of the Seller Group; (g) a Japan Real Estate Purchase Agreement with respect to the Japan Land and the Japan Buildings, in blankthe form of Exhibit H hereto, or duly executed by each relevant member of the Seller Group (the “Japan Real Estate Purchase Agreement”); (h) IP Assignments in the form of Exhibit I hereto (the “IP Assignments”) duly executed by each relevant member of the Seller Group; (i) a Software License Agreement covering the license of the Seller’s proprietary factory information system software in the form of Exhibit L hereto (the “Software License Agreement”); (j) sublease agreements in forms reasonably acceptable to Seller and Buyer (the “Sublease Agreements”) for the sublease by Buyer of certain laboratory and office space located at Seller’s facilities in Fort Xxxxxxx, Colorado and San Xxxx, California1; (k) such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary or and appropriate to vest in the Buyer all right, title and interest in in, to and to under the Subject Securities.Purchased Assets; (bl) Duly executed resignations the Seller Closing Certificate; and (m) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the members of the board of directors and such officers of the Company as the Buyer shall have requested in writing to the Seller Representative not less than three (3) Business Days prior to the Closing Date. (c) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller. (d) A certificate of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date. (e) An Escrow Agreement, in the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”), Treasury regulations duly executed by each member of the SellerSeller Group that is selling Purchased Assets to Buyer pursuant hereto. (f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer. (g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively. (h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy. (i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates. (j) A Commercial Real Estate Lease Agreement, in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLC.