Common use of Deliveries of Purchaser Clause in Contracts

Deliveries of Purchaser. At the Closing, Purchaser shall deliver to Seller: (a) the Cash Consideration via wire transfer; (b) the Common Stock; (c) an Assumption and Assignment Agreement in the form attached as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder; (d) a copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, each certified by Purchaser's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (e) a certificate of the President of Purchaser, dated the Closing Date, as to the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing Date; (f) a certificate of the President of Purchaser, dated the Closing Date, (i) as to the performance and compliance by Purchaser with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Purchaser to the Closing have been satisfied; (g) a certificate of the Secretary of Purchaser certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaser; and (h) a certificate, dated within 10 days of the Closing Date, of the Secretary of State of Purchaser's state of incorporation, establishing that Purchaser is in existence, has paid all state taxes and otherwise is in good standing to transact business in such state. (i) an opinion of Counsel to Purchaser, dated as of the date hereof, in form and substance satisfactory to Seller, to the effect set forth in Exhibit 5.2(j).

Deliveries of Purchaser. At the Closing, Purchaser shall deliver to Sellerthe Stockholder the following, all of which shall be in a form reasonably satisfactory to the Stockholder: (a) A. the Cash Consideration via wire transferStock Purchase Consideration; (b) the Common Stock; (c) an Assumption and Assignment Agreement in the form attached as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder; (d) B. a copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all related other documents and agreementsagreements to be executed in connection herewith, each certified by Purchaser's the Secretary of Purchaser as being true and correct copies of the originals thereof subject to no modifications or amendments; (e) C. a certificate of the President an officer of Purchaser, dated the Closing Date, as to certifying the truth and correctness accuracy of the representations and warranties of Purchaser contained herein herein, on and as of the Closing Date; (f) D. a certificate of the President an officer of Purchaser, dated the Closing Date, certifying (i) as to the performance and compliance by Purchaser with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Purchaser to the Closing have been satisfied; (g) E. a certificate of an officer of Purchaser, dated the Secretary of Purchaser Closing Date, certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers each officer who have has executed documents delivered at pursuant to the Closing Agreement on behalf of Purchaser; and; (h) F. a certificate, dated within 10 fifteen (15) days of prior to the Closing Date, of the Secretary of State of Purchaser's state the State of incorporation, Florida establishing that Purchaser is in existence, has paid all state taxes franchise or similar taxes, if any, and otherwise is in good standing to transact business in such state.; G. certificates, dated within fifteen (i15) days prior to the Closing Date, of the Secretary of State of each state in which Purchaser is qualified to do business, to the effect that Purchaser is qualified to do business and is in good standing as a foreign corporation in each of such states; H. an opinion of Counsel Xxxxxxxx, Loop & Xxxxxxxx, LLP, counsel to Purchaser, dated as of the date hereofClosing Date, in substantially the form and substance satisfactory to Seller, to the effect set forth in attached hereto as Exhibit 5.2(j12.2(h).; I. an executed Stock Distribution Agreement;

Deliveries of Purchaser. At the Closing, Purchaser shall deliver the following to Sellerthe Corporation or the Shareholders, as applicable: (a) the Cash Consideration via wire transferClosing Shares to the Shareholder in the percentage set on Exhibit "A", attached hereto and incorporated herein by reference, subject to the escrow provisions of Section 1.02(c) ; (b) the Common StockAgreement Not to Compete; (c) an Assumption and Assignment Agreement in the form attached as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunderEscrow Agreement; (d) a copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, each certified by Purchaser's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (e) a certificate of the President or any Vice President of Purchaser, dated the Closing Date, (i) as to the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing Date; (f) a certificate of the President of Purchaser, dated the Closing Date, (iii) as to the performance of and compliance by Purchaser with all covenants contained herein on and as of the Closing Date Date, and (iiiii) certifying that all conditions precedent of Purchaser to the Closing have been satisfied; (gf) a certificate of the Secretary of Purchaser certifying as to the incumbency of the directors and such officers of Purchaser Purchaser, and as to the signatures of such directors and officers their signatures, who have executed documents delivered at the Closing on behalf of Purchaser; and (hg) a certificate, dated within 10 thirty (30) days of the Closing Date, of the Secretary of State of Purchaser's state the State of incorporationTexas, establishing establishing, that Purchaser is in existence, has paid all state franchise taxes and otherwise is in good standing to transact business in such state. (ih) an opinion of Counsel legal counsel to PurchaserVPI, dated as of the date hereofclosing date, in form and substance satisfactory to Seller, to the effect set forth in attached hereto as Exhibit 5.2(j2.02(h).

Deliveries of Purchaser. At the Closing, or as soon as practicable thereafter with respect to the Common Stock representing the Purchase Price, Purchaser shall deliver to Seller the following, all of which shall be in a form satisfactory to counsel to Seller: (a) 750,000 shares of Common Stock, representing the Cash Consideration via wire transferPurchase Price, with such shares being issued to Seller or its Designees as set forth on EXHIBIT 8.2(A); (b) the Common Stock; (c) an Assumption and Assignment Agreement in the form attached as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder; (d) a copy of the resolutions of the Board of Directors of Purchaser (or a committee thereof) authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, agreements each certified by Purchaser's the Secretary as being true and correct copies of the originals thereof subject to no modifications or amendmentsoriginal thereof; (ec) a certificate of the President Chief Executive Officer of Purchaser, dated as of the Closing Date, as to (i) the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing Date; herein; (fii) a certificate of the President of Purchaser, dated the Closing Date, (i) as to the performance of and compliance by Purchaser with all covenants contained herein on and as of the Closing Date herein; and (iiiii) certifying that satisfaction of all conditions precedent of Purchaser to the Closing have been satisfiedcontained herein; (gd) a certificate of the Secretary of Purchaser certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaser; and; (he) a certificatecertificates, dated within 10 days of the Closing Date, of the Secretary of the State of Purchaser's state of incorporation, Delaware establishing that Purchaser is in existence, has paid all state taxes existence and otherwise is in good standing to transact business in such state.the State of Delaware; (f) an opinion of counsel to Purchaser opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Purchaser, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by Seller; (g) an Assignment and Assumption Agreement in the form of EXHIBIT 8.1(G); (h) an Escrow Agreement substantially in the form of EXHIBIT 8.1(H) and subject to the mutual agreement of the parties thereto; (i) an opinion the Registration Right Agreement in the form of Counsel EXHIBIT 1.4(A); and (j) such other instruments and documents as reasonably requested by Seller to Purchaser, dated as carry out and effect the purpose and intent of the date hereof, in form and substance satisfactory to Seller, to the effect set forth in Exhibit 5.2(j)this Agreement.

Deliveries of Purchaser. At the Closing, Purchaser shall deliver to Seller: (a) the Cash Consideration via wire transferin immediately available funds; (b) the Common StockNote; (c) an Assumption and Assignment executed Key Employee Escrow Agreement in the form attached as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder2.2(b); (d) a copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement Agreement, the Note and all related documents and agreements, each certified by Purchaser's ’s Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (e) a certificate of the President of Purchaser, dated the Closing Date, as to the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing DateDate as provided for in Section 8.1; (f) a certificate of the President of Purchaser, dated the Closing Date, (i) as to the performance and compliance by Purchaser with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Purchaser to the Closing have been satisfiedsatisfied as provided for in Section 8.2; (g) a certificate of the Secretary of Purchaser certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaser; and; (h) a certificate, dated within 10 five (5) days of the Closing Date, of the Secretary of State of Purchaser's ’s state of incorporation, establishing that Purchaser is in existence, has paid all state taxes and otherwise is in good standing to transact business in such state.; and (i) an opinion of Counsel counsel to Purchaser, dated as of the date hereofClosing Date, in form and substance satisfactory pursuant to Seller, to the effect set forth in Exhibit 5.2(j)Section 8.5.

Deliveries of Purchaser. At the Closing, Purchaser shall deliver to Sellerthe Stockholder the following, all of which shall be in a form reasonably satisfactory to the Stockholder: (a) a. the Cash Consideration via wire transferStock Purchase Consideration; (b) the Common Stock; (c) an Assumption and Assignment Agreement in the form attached as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder; (d) b. a copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all related other documents and agreementsagreements to be executed in connection herewith, each certified by Purchaser's the Secretary of Purchaser as being true and correct copies of the originals thereof subject to no modifications or amendments; (e) c. a certificate of the President an officer of Purchaser, dated the Closing Date, as to certifying the truth and correctness accuracy of the representations and warranties of Purchaser contained herein herein, on and as of the Closing Date; (f) d. a certificate of the President an officer of Purchaser, dated the Closing Date, certifying (i) as to the performance and compliance by Purchaser with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Purchaser to the Closing have been satisfied; (g) e. a certificate of an officer of Purchaser, dated the Secretary of Purchaser Closing Date, certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers each officer who have has executed documents delivered at pursuant to the Closing Agreement on behalf of Purchaser; and; (h) f. a certificate, dated within 10 fifteen (15) days of prior to the Closing Date, of the Secretary of State of Purchaser's state the State of incorporation, Florida establishing that Purchaser is in existence, has paid all state taxes franchise or similar taxes, if any, and otherwise is in good standing to transact business in such state.; g. certificates, dated within fifteen (i15) days prior to the Closing Date, of the Secretary of State of each state in which Purchaser is qualified to do business, to the effect that Purchaser is qualified to do business and is in good standing as a foreign corporation in each of such states; h. an opinion of Counsel Shumxxxx, Xxop & Kendxxxx, XXP, counsel to Purchaser, dated as of the date hereofClosing Date, in substantially the form attached hereto as Exhibit 12.2(h); i. an executed Stock Distribution Agreement; j. an executed Escrow Agreement, if applicable; k. an executed Employment Agreement between Purchaser and substance satisfactory to Sellereach of Mark Xxxxxx, Xxlex Xxxxxx xxx Howaxx Xxxxx; xxd l. such other instrument or instruments of transfer, prepared by the Acquired Companies or the Stockholder as shall be necessary or appropriate, as the Acquired Companies, the Stockholder or their counsel shall reasonable request, to carry out and effect the effect set forth in Exhibit 5.2(j)purpose and intent of this Agreement.

Deliveries of Purchaser. At the Closing, Purchaser shall deliver ------------------------- or cause to Sellerbe delivered to the Seller the following: (a) the Cash Consideration via wire transferPurchase Price (including, without limitation, the cash consideration, Convertible Preferred Stock and Redeemable Preferred Stock) to the extent required by and as provided in Section 1.4 hereof; (b) the Common Stock; (c) an Assumption and Assignment Agreement in the form attached a certificate, dated as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder; (d) a copy of the resolutions of Closing Date, signed by the Board of Directors of Purchaser authorizing stating that (i) all conditions specified in Sections 8.1 and 8.2 have been fulfilled; and (ii) all authorizations, consents, approvals and waivers or other action required to be obtained or taken by Purchaser in connection with the execution, delivery and performance of this Agreement and the consummation of all related documents agreements and agreements, each certified transactions contemplated by this Agreement have been obtained or taken; (c) the Standstill Agreement executed by Purchaser's Secretary as being true and correct copies ; (d) an opinion of Troutman Sanders LLP, counsel for the originals thereof subject Purchaser, dated the Closing Dxxx, xx foxx xxx substance reasonably satisfactory to no modifications or amendmentsSeller; (e) a certificate Registration Rights Agreement executed by Purchaser (the "Registration Rights Agreement") substantially in the form of Exhibit F attached --------- hereto; (f) the Lucor Management Agreement, executed by Purchaser; (g) all other documents, instruments, and certificates required to be delivered by Purchaser pursuant to this Agreement; (h) certificates of existence and good standing for the Purchaser issued by the Secretary of State of Delaware, dated as of a date no more than five (5) days prior to the Closing Date; (i) copies of the President Certificate of Incorporation of Purchaser, certified to be true and accurate by the Secretary of State of Delaware, dated as of a date no more than 5 days prior to the Closing Date; (j) copies of the Bylaws of Purchaser certified to be true and accurate by the current Secretary of Purchaser, dated the Closing Date, as to the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing Date; (fk) a certificate the Common Stock Warrant, substantially in the form of the President of Purchaser, dated the Closing Date, (i) as to the performance and compliance by Purchaser with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Purchaser to the Closing have been satisfiedExhibit G --------- attached hereto; (gl) a certificate the Assignment and Assumption Agreement, substantially in the form of Exhibit H attached hereto (the Secretary of Purchaser certifying as to the incumbency of the directors "Assumption Agreement"); and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaser; and---------- (hm) a certificate, dated within 10 days the Subsidiary Assumption Agreement substantially in the form of Exhibit I hereto (the Closing Date, of the Secretary of State of Purchaser's state of incorporation, establishing that Purchaser is in existence, has paid all state taxes and otherwise is in good standing to transact business in such state. (i) an opinion of Counsel to Purchaser, dated as of the date hereof, in form and substance satisfactory to Seller, to the effect set forth in Exhibit 5.2(j"Subsidiary Assumption Agreement").. ----------

Deliveries of Purchaser. At or prior to the ClosingClosing Date, Purchaser shall deliver to Seller: (a) the Cash Consideration via wire transferCompany c/o Dinsmore & Shohl LLP, counsel to Purchaser, the following, all of which shall be in a form satisfactory to the Company; (b) the Common Stock; (c) an Assumption and Assignment Agreement in the form attached as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder; (d) 10.2.1 a copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement Agreement, and all related documents and agreements, each certified by Purchaser's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (e) 10.2.2 a certificate of the President an officer of Purchaser, Purchaser dated the Closing Date, Date as to the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing Date; (f) 10.2.3 a certificate of the President an officer of Purchaser, Purchaser dated the Closing Date, (i) as to the performance and compliance by Purchaser with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Purchaser to the Closing have been satisfied; (g) 10.2.4 a certificate of the Secretary of Purchaser certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaser; and; (h) a certificate10.2.5 an assignment and assumption agreement whereby Purchaser shall assume and covenant to fully perform and comply with the Assumed Liabilities, dated within 10 days including but not limited to, the assumption of the Closing Date, of the Secretary of State of Purchaser's state of incorporation, establishing that Purchaser is in existence, has paid all state taxes and otherwise is in good standing to transact business in such state.Retention Agreements; (i) 10.2.6 an opinion of Counsel Xxxxxxxx & Shohl LLP, counsel to Purchaser, dated as of the date hereofClosing Date, in form and substance satisfactory pursuant to SellerSection 9.3.1: 10.2.7 the Purchase Price payable at Closing; and 10.2.8 such other instrument or instruments of transfer, prepared by the Company as shall be necessary or appropriate, as the Company or their counsel shall reasonably request, to carry out and effect the effect set forth in Exhibit 5.2(j)purpose and intent of this Agreement.

Deliveries of Purchaser. At the Closing, Purchaser shall deliver the following to Sellerthe Corporation or the appropriate party: (a) the Cash Consideration via wire transferAHC Stock, as set forth in Sections 1.2(a) and 1.4; (b) the Common StockCash Consideration in immediately available funds (less any amounts being disputed pursuant to Section 2.2(c) above, which amounts will be placed into a mutually agreeable escrow account until resolution of such dispute); (c) an Assumption and Assignment Agreement in the form attached as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder; (d) a copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement Agreement, the Note and all related documents and agreements, and approving the issuance of the AHC Stock to be issued hereunder, each certified by Purchaser's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (ed) a certificate of the President of Purchaser, dated the Closing Date, as to the truth and correctness of the representations and warranties of Purchaser contained herein in all material respects on and as of the Closing Date; (fe) a certificate of the President of Purchaser, dated the Closing Date, Date (i) as to the performance of and compliance by Purchaser with all covenants contained herein in all material -33- 35 respects on and as of the Closing Date and (ii) certifying that all conditions precedent of Purchaser to the Closing have been satisfied; (gf) a certificate of the Secretary of Purchaser certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaser; and; (hg) a certificate, dated within 10 five business days of the Closing Date, of the Secretary of State of Purchaser's state of incorporation, establishing that Purchaser is in existence, has paid all state taxes and otherwise is in good standing to transact business in such state.; (h) executed Shareholder Employment Agreements; (i) an executed Noncompetition Agreement; (j) an opinion of Counsel Jackxxx Xxxxxx X.X.P., counsel to Purchaser, dated as of the date hereof, Closing in the form and substance satisfactory to Seller, to attached as Exhibit H; and (k) the effect set forth in Exhibit 5.2(j)Tax Letter.

Deliveries of Purchaser. At the Closing, Purchaser shall deliver to Seller the following, all of which shall be in a form satisfactory to counsel to Seller: (a) the Cash Consideration via by wire transfertransfer of Three Hundred Twenty Thousand Dollars ($320,000); (b) the Common Stock; (c) an Assumption and Assignment Agreement in the form attached as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder; (d) a copy of the resolutions of the Board of Directors of Purchaser (or a committee thereof if within the authority of such committee) authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, agreements each certified by Purchaser's the Secretary of Purchaser as being true and correct copies of the originals thereof subject to no modifications or amendmentsoriginal thereof; (ec) a certificate of the President Chief Executive Officer of Purchaser, dated Purchaser as of the Closing Date, as to (i) the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing Date; herein; (fii) a certificate of the President of Purchaser, dated the Closing Date, (i) as to the performance of and compliance by Purchaser with all covenants contained herein on and as of the Closing Date herein; and (iiiii) certifying that the satisfaction of all conditions precedent of Purchaser to the Closing have been satisfiedcontained herein; (gd) a certificate of the Secretary of Purchaser certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaser; and; (he) a certificatecertificates, dated within 10 ten (10) days of the Closing Date, of the Secretary of the State of Purchaser's state of incorporation, Delaware and Arizona establishing that Purchaser is in existence, has paid all state taxes existence and otherwise is in good standing to transact business in such state.the States of Delaware and Arizona; (if) an opinion of Counsel counsel to Purchaser opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Purchaser, dated the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by Seller; (g) the Assignment and Assumption Agreement executed by Purchaser; (h) such other instruments and documents as reasonably requested by Seller to carry out and effect the purpose and intent of the date hereof, in form and substance satisfactory to Seller, to the effect set forth in Exhibit 5.2(j)this Agreement.

Deliveries of Purchaser. At the Closing, Purchaser shall deliver to Seller the following, all of which shall be in a form satisfactory to counsel to Seller: (a) ; provided that any of the Cash Consideration via wire transfer; (b) the Common Stock; (c) an Assumption and Assignment Agreement following which is in the form attached as an Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder; this Agreement, shall be deemed satisfactory: (da) a copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, agreements each certified by Purchaser's the Secretary of Purchaser as being true and correct copies of the originals thereof subject to no modifications or amendments; original thereof; (eb) a certificate of the President Chief Executive Officer of Purchaser, dated Purchaser as of the Closing Date, as to (i) the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing Date; herein; (fii) a certificate of the President of Purchaser, dated the Closing Date, (i) as to the performance of and compliance by Purchaser with all covenants contained herein on and as of the Closing Date herein; and (iiiii) certifying that the satisfaction of all conditions precedent of Purchaser to the Closing have been satisfied; contained herein; (gc) a certificate of the Secretary of Purchaser certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaser; and (hd) a certificatecertificates, dated within 10 thirty (30) days of the Closing Date, of the Secretary of the State of Purchaser's state of incorporation, Delaware and Arizona establishing that Purchaser is in existence, has paid all state taxes existence and otherwise is in good standing to transact business in such state. the States of Delaware and Arizona; (ie) the Escrow Agreement executed by the Purchaser in the form attached as Exhibit "A"; (f) the Assignment and Assumption Agreement executed by Purchaser in the form attached as Exhibit "C"; (g) an opinion of Counsel counsel to Purchaser in a form reasonably acceptable to Seller opining as to the validity of: (i) the execution and delivery of this Agreement and the other documents to be executed pursuant hereto, (ii) the good standing and authority of Purchaser, dated as and (iii) the enforceability of this Agreement and the other agreements and documents to be executed by Purchaser in connection herewith; Page 18 of 26 <PAGE> (h) (i) certificates representing eighty percent (80%) of the date hereof, in form and substance satisfactory to Seller, Equity Consideration (the "Closing Shares"); (ii) to the Escrow Agent named in the Escrow Agreement certificates representing twenty percent (20%) of the Equity Consideration (the "Escrow Shares") provided that the final number of shares constituting the Equity Consideration, upon receipt of the Audited Financial Statements, shall be adjusted based upon the final audit results concerning the net Audio Conferencing Business Revenues for and of the period ending December 31,2 003, as further described and defined in Section 1.4 above; and (i) such other instruments and documents as reasonably requested by Seller to carry out and effect set forth in Exhibit 5.2(j)the purpose and intent of this Agreement.

Deliveries of Purchaser. At the Closing, Purchaser shall deliver to Seller the following, all of which shall be in a form satisfactory to counsel to Seller; provided that any of the following which is in the form attached as an Exhibit to this Agreement, shall be deemed satisfactory: (a) Cash by wire transfer the Cash Consideration via wire transfer;sum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) made payable to Seller (or in such proportions to Seller and Seller's broker as Seller shall instruct (b) a fully executed promissory note in the Common Stock;original principal sum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000) in the form of Exhibit "D", (c) an Assumption and Assignment a fully executed Royalty Agreement in the form attached as of Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder"E"; (d) The Security Agreement and the Financing Statement and License Agreement; (e) a copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, agreements each certified by Purchaser's the Secretary of Purchaser as being true and correct copies of the originals thereof subject to no modifications or amendmentsoriginal thereof; (ef) a certificate of the President Chief Executive Officer of Purchaser, dated Purchaser as of the Closing Date, as to (i) the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing Date; herein; (fii) a certificate of the President of Purchaser, dated the Closing Date, (i) as to the performance of and compliance by Purchaser with all covenants contained herein on and as of the Closing Date herein; and (iiiii) certifying that the satisfaction of all conditions precedent of Purchaser to the Closing have been satisfiedcontained herein; (g) a certificate of the Secretary of Purchaser certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaser; and; (h) a certificatecertificates, dated within 10 days thirty (30)days of the Closing Date, of the Secretary of the State of Purchaser's state of incorporationDelaware, New York, and Arizona establishing that Purchaser is in existence, has paid all state taxes existence and otherwise is in good standing to transact business in such state.the States of Delaware, New York, and Arizona (i) an opinion the Assignment and Assumption Agreement executed by Purchaser; (j) such other instruments and documents as reasonably requested by Seller to carry out and effect the purpose and intent of Counsel to Purchaser, dated as of the date hereof, in form and substance satisfactory to Seller, to the effect set forth in Exhibit 5.2(j)this Agreement.

Deliveries of Purchaser. At the Closing, Purchaser shall deliver have delivered or cause to Sellerbe delivered to Seller the following: (ai) the Cash Consideration via wire transferPortion of the Purchase Price, as adjusted pursuant to Section 1.4 as of the Closing; (bii) one or more Assignments and Assumptions and Bills of Sale, executed by Purchaser and/or its Affiliates accepting the Common Stock; (c) an Assumption transfer of the Division Assets and Assignment Agreement Assumed Liabilities, in the form attached hereto as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunderF; (diii) a copy one or more Trademark Assignments, executed by Purchaser and/or its Affiliates accepting the transfer of any trademarks and service marks included within the Division Assets, in the form attached hereto as Exhibit G-1, one or more Copyright Assignments, executed by Purchaser and/or its Affiliates accepting the transfer of the resolutions copyrights included within the Division Assets, in the form attached hereto as Exhibit G-2 and one or more Patent Assignments executed by Purchaser and/or its Affiliates, accepting the transfer of any patents included within the Board of Directors of Purchaser authorizing Division Assets, in the execution, delivery and performance of this Agreement and all related documents and agreements, each certified by Purchaser's Secretary form attached hereto as being true and correct copies of the originals thereof subject to no modifications or amendmentsExhibit G-3; (eiv) a certificate one or more domain name transfer documents conveying any domain names included in the Division Assets to Purchaser; (v) the opinion of Xxxxxxxx & Xxxxx, U.S. counsel to the President of Purchaser, and Xxxxxx, Westwood & Riegels, British Virgin Islands counsel to the Purchaser, dated the Closing Date, as to which opinions will collectively address the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing Date; (f) a certificate of the President of Purchaser, dated the Closing Date, (i) as to the performance and compliance by Purchaser with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Purchaser to the Closing have been satisfied; (g) a certificate of the Secretary of Purchaser certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaseritems set forth in Exhibit I attached hereto; and (hvi) a certificate, dated within 10 days of other documents reasonably required to be delivered by Purchaser or its Affiliates in order to effect the Closing Date, of the Secretary of State of Purchaser's state of incorporation, establishing that Purchaser is in existence, has paid all state taxes and otherwise is in good standing to transact business in such state. (i) an opinion of Counsel to Purchaser, dated as of the date hereoftransactions contemplated hereby, in form and substance reasonably satisfactory to Seller, to the effect set forth in Exhibit 5.2(j)Seller and its counsel.

Deliveries of Purchaser. At or prior to the Closing, Closing Purchaser shall ----------------------- deliver to Seller the following, all of which shall be in a form satisfactory to counsel to Seller: (a) the Cash Consideration via wire transferClosing Valuation; (b) the Common Stock; (c) an Assumption and Assignment Agreement in the form attached as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder; (d) a copy of the resolutions of the Board of Directors of Purchaser and PRG authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, agreements each certified by Purchaser's the Secretary of such entities as being true and correct copies of the originals thereof subject to no modifications or amendmentsoriginal thereof; (ec) a certificate certificates of the President of Purchaser, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing Date; herein; (f) a certificate of the President of Purchaser, dated the Closing Date, (iii) as to the performance of and compliance by Purchaser with all covenants contained herein on and as of the Closing Date herein; and (iiiii) certifying that all conditions precedent of Purchaser to the Closing have been satisfied; (gd) a certificate of the Secretary of Purchaser certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaser; and; (he) a certificatecertificates, dated within 10 twenty (20) days of the Closing Date, of the Secretary of the State of Purchaser's state of incorporation, Delaware establishing that Purchaser is in existence, has paid all state taxes existence and otherwise is in good standing to transact business in such state.the State of Delaware; (if) an opinion of Counsel counsel to Purchaser, dated as of the date hereof, Purchaser in form and substance reasonably satisfactory to Seller, Seller and its counsel to the effect set forth in Exhibit 5.2(j9.2(f); -------------- (g) such other instruments and documents as reasonably requested by Seller to carry out and effect the purpose and intent of this Agreement.

Deliveries of Purchaser. At the Closing, Purchaser shall deliver to Matria and the Seller the following (each of which shall be in form and substance reasonably satisfactory to Seller:): (a) an amount equal to the Cash Consideration Purchase Price less the Net Book Value of the assets listed on Schedule 1.3A (20) as of the Closing Date (the amount of which shall be delivered to Purchaser by Seller at least two days prior to the Closing) less the Purchaser Payables, via wire transfertransfer of immediately available funds to such bank accounts as Seller has instructed Purchaser in writing at least two days prior to the Closing; (b) an Assumption Agreement (the Common Stock"Assumption Agreement"), substantially in the form attached hereto as Exhibit E, executed by Purchaser; (c) an Assumption and Assignment Agreement in the form attached as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder; (d) a copy of the resolutions of the Board board of Directors directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, each certified any ancillary agreements by Purchaser's Secretary as being true , and correct copies of the originals thereof subject to no modifications or amendments; (e) a certificate of the President secretary or an assistant secretary of Purchaser, dated the Closing Date, as that such resolutions were duly adopted and are in full force and effect; (d) the certificate referred to in Section 6.2(d); (e) the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing DateTransition Services Agreement executed by Purchaser; (f) a certificate of the President of SubLease Agreements executed by Purchaser, dated the Closing Date, (i) as to the performance and compliance by Purchaser with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Purchaser to the Closing have been satisfied; (g) a certificate of the Secretary of Purchaser certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaser; and (h) a certificate, dated within 10 days of the Closing Date, of the Secretary of State of Purchaser's state of incorporation, establishing that Purchaser is in existence, has paid all state taxes and otherwise is in good standing to transact business in such state. (i) an opinion of Counsel Proskauer Rose LLP, counsel to Purchaser, dated as of the date hereofClosing Date addressed to Seller, in form and substance reasonably satisfactory to Seller, to addressing such matters as the effect set forth in Exhibit 5.2(j)Seller may reasonably request; and (h) such other certificates or documents reasonably requested by Matria and the Seller.

Deliveries of Purchaser. At the Closing, Purchaser shall deliver will take or will cause the following actions to Sellerbe taken: (a) Pay/deliver the Cash Consideration via wire transferEstimated Base Purchase Price in full and in accordance with Section 2.3; (b) deliver a certificate of a duly authorized officer of Purchaser certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the Common Stock; (c) an Assumption and Assignment Agreement in the form attached as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all board of Seller's rights and obligations thereunder; (d) a copy of the resolutions of the Board of Directors directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all related the other documents to be executed and agreementsdelivered hereunder, each certified by Purchaser's Secretary as being true and correct copies the consummation of the originals thereof subject transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and constitute all of the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (ii) the names, titles and signatures of the officers of Purchaser authorized to no modifications or amendmentssign this Agreement and the Transaction Documents; (c) deliver the Real Estate Lease Agreements, duly executed by an authorized officer of the applicable Companies; (d) deliver the Ancillary Services Agreements, duly executed by an authorized officer of the applicable Companies; (e) a certificate deliver the Right of the President First Offer Agreements, duly executed by an authorized officer of Purchaser, dated the Closing Date, as to the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing Date; (f) a certificate of the President of Purchaser, dated the Closing Date, (i) as deliver evidence reasonably satisfactory to the performance Seller Representative that the D&O Tail Policy has been obtained and compliance by Purchaser with all covenants contained herein on will be in full force and effect as of the Closing Date and (ii) certifying that Closing, including evidence of payment of all conditions precedent of Purchaser amounts due to bind the Closing have been satisfiedD&O Tail Policy; (g) a certificate deliver evidence reasonably satisfactory to the Seller Representative that the R&W Insurance Policy has been obtained and will be in full force and effect as of the Secretary Closing, including evidence of Purchaser certifying as payment of all amounts due to bind the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of PurchaserR&W Insurance Policy; and (h) deliver good standing certificates for Purchaser from the jurisdiction in which such entity is organized, as of a certificate, dated within 10 date no more than ten (10) days of prior to the Closing Date, of the Secretary of State of Purchaser's state of incorporation, establishing that Purchaser is in existence, has paid all state taxes and otherwise is in good standing to transact business in such state. (i) an opinion of Counsel to Purchaser, dated as of the date hereof, in form and substance satisfactory to Seller, to the effect set forth in Exhibit 5.2(j).

Deliveries of Purchaser. At the Closing, Purchaser shall deliver to Seller the following, all of which shall be in a form satisfactory to counsel to Seller: (a) ; provided that any of the Cash Consideration via wire transfer; (b) the Common Stock; (c) an Assumption and Assignment Agreement following which is in the form attached as an Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder;this Agreement, shall be deemed satisfactory: (da) a copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, agreements each certified by Purchaser's the Secretary of Purchaser as being true and correct copies of the originals thereof subject to no modifications or amendmentsoriginal thereof; (eb) a certificate of the President Chief Executive Officer of Purchaser, dated Purchaser as of the Closing Date, as to (i) the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing Date; herein; (fii) a certificate of the President of Purchaser, dated the Closing Date, (i) as to the performance of and compliance by Purchaser with all covenants contained herein on and as of the Closing Date herein; and (iiiii) certifying that the satisfaction of all conditions precedent of Purchaser to the Closing have been satisfiedcontained herein; (gc) a certificate of the Secretary of Purchaser certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaser; and; (hd) a certificatecertificates, dated within 10 thirty (30) days of the Closing Date, of the Secretary of the State of Purchaser's state of incorporation, Delaware and Arizona establishing that Purchaser is in existence, has paid all state taxes existence and otherwise is in good standing to transact business in such state.the States of Delaware and Arizona; (e) the Escrow Agreement executed by the Purchaser in the form attached as Exhibit "A"; (f) the Assignment and Assumption Agreement executed by Purchaser in the form attached as Exhibit "C"; (g) an opinion of counsel to Purchaser in a form reasonably acceptable to Seller opining as to the validity of: (i) the execution and delivery of this Agreement and the other documents to be executed pursuant hereto, (ii) the good standing and authority of Purchaser, and (iii) the enforceability of this Agreement and the other agreements and documents to be executed by Purchaser in connection herewith; (h) (i) certificates representing eighty percent (80%) of the Equity Consideration (the "Closing Shares"); (ii) to the Escrow Agent named in the Escrow Agreement certificates representing twenty percent (20%) of the Equity Consideration (the "Escrow Shares") provided that the final number of shares constituting the Equity Consideration, upon receipt of the Audited Financial Statements, shall be adjusted based upon the final audit results concerning the net Audio Conferencing Business Revenues for and of the period ending December 31,2 003, as further described and defined in Section 1.4 above; and (i) an opinion such other instruments and documents as reasonably requested by Seller to carry out and effect the purpose and intent of Counsel to Purchaser, dated as of the date hereof, in form and substance satisfactory to Seller, to the effect set forth in Exhibit 5.2(j)this Agreement.

Deliveries of Purchaser. At the Closing, Purchaser shall deliver or cause to Sellerbe delivered to the Seller the following: (a) the Cash Consideration via wire transferPurchase Price (including, without limitation, the cash consideration, Convertible Preferred Stock and Redeemable Preferred Stock) to the extent required by and as provided in Section 1.4 hereof; (b) the Common Stock; (c) an Assumption and Assignment Agreement in the form attached a certificate, dated as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder; (d) a copy of the resolutions of Closing Date, signed by the Board of Directors of Purchaser authorizing stating that (i) all conditions specified in Sections 8.1 and 8.2 have been fulfilled; and (ii) all authorizations, consents, approvals and waivers or other action required to be obtained or taken by Purchaser in connection with the execution, delivery and performance of this Agreement and the consummation of all related documents agreements and agreements, each certified transactions contemplated by Purchaser's Secretary as being true and correct copies of the originals thereof subject to no modifications this Agreement have been obtained or amendmentstaken; (ec) a certificate the Standstill Agreement executed by Purchaser; (d) an opinion of Trouxxxx Xxxdxxx XXX, counsel for the President of Purchaser, dated the Closing Date, in form and substance reasonably satisfactory to Seller; (e) a Registration Rights Agreement executed by Purchaser (the "Registration Rights Agreement") substantially in the form of Exhibit F attached hereto; (f) the Lucor Management Agreement, executed by Purchaser; (g) all other documents, instruments, and certificates required to be delivered by Purchaser pursuant to this Agreement; (h) certificates of existence and good standing for the Purchaser issued by the Secretary of State of Delaware, dated as of a date no more than five (5) days prior to the truth and correctness Closing Date; (i) copies of the representations Certificate of Incorporation of Purchaser, certified to be true and warranties accurate by the Secretary of State of Delaware, dated as of a date no more than 5 days prior to the Closing Date; (j) copies of the Bylaws of Purchaser contained herein on certified to be true and accurate by the current Secretary of Purchaser, dated as of the Closing Date; (fk) a certificate the Common Stock Warrant, substantially in the form of the President of Purchaser, dated the Closing Date, (i) as to the performance and compliance by Purchaser with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Purchaser to the Closing have been satisfiedExhibit G attached hereto; (gl) a certificate the Assignment and Assumption Agreement, substantially in the form of Exhibit H attached hereto (the Secretary of Purchaser certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaser"Assumption Agreement"); and (hm) a certificate, dated within 10 days the Subsidiary Assumption Agreement substantially in the form of Exhibit I hereto (the Closing Date, of the Secretary of State of Purchaser's state of incorporation, establishing that Purchaser is in existence, has paid all state taxes and otherwise is in good standing to transact business in such state. (i) an opinion of Counsel to Purchaser, dated as of the date hereof, in form and substance satisfactory to Seller, to the effect set forth in Exhibit 5.2(j"Subsidiary Assumption Agreement").. -13- 21

Deliveries of Purchaser. At the Escrow Closing, Purchaser shall deliver to Sellerthe Escrow Agent the following, all of which shall be in a form reasonably satisfactory to the Stockholders and shall be held in escrow pending the Closing in accordance with the terms of the Escrow Agreement: (a) the Cash Consideration via wire transfer; (b) the Common Stock; (c) an Assumption and Assignment Agreement in the form attached as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder; (d) a. a copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all related other documents and agreementsagreements to be executed in connection herewith, each certified by Purchaser's the Secretary of Purchaser as being true and correct copies of the originals thereof subject to no modifications or amendments; (e) b. a certificate of the President of Purchaser, dated the Escrow Closing Date, as to certifying the truth and correctness accuracy of the representations and warranties of Purchaser contained herein herein, on and as of the Escrow Closing Date; (f) c. a certificate of the President of Purchaser, dated the 44 46 Escrow Closing Date, certifying (i) as to the performance and compliance by Purchaser with all covenants contained herein on and as of the Escrow Closing Date and (ii) certifying that all conditions precedent of Purchaser to the Escrow Closing have been satisfied; (g) d. a certificate of the Secretary of Purchaser Purchaser, dated the Escrow Closing Date, certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers each officer who have has executed documents delivered at pursuant to the Closing Agreement on behalf of Purchaser; and; (h) e. a certificate, dated within 10 ten (10) days of prior to the Escrow Closing Date, of the Secretary of State of Purchaser's state the State of incorporation, Florida establishing that Purchaser is in existence, has paid all state taxes franchise or similar taxes, if any, and otherwise is in good standing to transact business in such state.; f. certificates, dated within ten (i10) days prior to the Escrow Closing Date, of the Secretary of State of each state in which Purchaser is qualified to do business, to the effect that Purchaser is qualified to do business and is in good standing as a foreign corporation in each of such states; g. an opinion of Counsel Shumxxxx, Xxop & Kendxxxx, XXP, counsel to Purchaser, dated as of the date hereofEscrow Closing Date, in substantially the form attached hereto as Exhibit 12.2(g); h. an executed Registration Rights Agreement; i. an executed Escrow Agreement; j. an executed Employment Agreement between Purchaser and substance satisfactory each of Michxxx Xxxxx xxx Andrxx Xxxxxx; k. an executed Contingent Shares Escrow Agreement; l. an executed Purchase Adjustment Escrow Agreement; and m. a statement from Price Waterhouse LLP of their agreement to Seller, to the effect set forth supply their Accountants' Consent as described in Exhibit 5.2(j)SECTION 12.3 hereof.

Deliveries of Purchaser. At or prior to the ClosingClosing Date, Purchaser shall deliver to Seller: (a) the Cash Consideration via wire transferCompany c/o Dinsmore & Shohl LLP, counsel to Purchaser, the following, all of which shall be in a form satisfactory to the Company; (b) the Common Stock; (c) an Assumption and Assignment Agreement in the form attached as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder; (d) 10.2.1 a copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement Agreement, and all related documents and agreements, each certified by Purchaser's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (e) 10.2.2 a certificate of the President an officer of Purchaser, Purchaser dated the Closing Date, Date as to the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing Date; (f) 10.2.3 a certificate of the President an officer of Purchaser, Purchaser dated the Closing Date, (i) as to the performance and compliance by Purchaser with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Purchaser to the Closing have been satisfied; (g) 10.2.4 a certificate of the Secretary of Purchaser certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaser; and; (h) a certificate10.2.5 an assignment and assumption agreement whereby Purchaser shall assume and covenant to fully perform and comply with the Assumed Liabilities, dated within 10 days including but not limited to, the assumption of the Closing Date, of the Secretary of State of Purchaser's state of incorporation, establishing that Purchaser is in existence, has paid all state taxes and otherwise is in good standing to transact business in such state.Retention Agreements; (i) 10.2.6 an opinion of Counsel Dinsxxxx & Xhohl LLP, counsel to Purchaser, dated as of the date hereofClosing Date, in form and substance satisfactory pursuant to SellerSection 9.3.1: 10.2.7 the Purchase Price payable at Closing; and 10.2.8 such other instrument or instruments of transfer, prepared by the Company as shall be necessary or appropriate, as the Company or their counsel shall reasonably request, to carry out and effect the effect set forth in Exhibit 5.2(j)purpose and intent of this Agreement.