Common use of Deliveries of Seller Clause in Contracts

Deliveries of Seller. (a) At the RFS Closing, Seller shall deliver to Purchaser: (i) the Assignment of RFS Interests duly executed by Seller; (ii) the Termination Agreement duly executed by Seller and RFS; and (iii) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificate. (c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish the transactions contemplated hereby. (d) At the earlier of the RFS Closing or the RFCIL Closing, Seller shall deliver to Purchaser the Transition Services Agreement duly executed by Seller.

Deliveries of Seller. (a1) At the RFS Closing, Seller shall deliver the following documents to Purchaser, all of which shall be in a form reasonably satisfactory to Purchaser: (i2) the Assignment of RFS Interests duly executed updated Schedules contemplated by SellerSection 3.3(c); (ii3) the Termination Agreement officers’ certificates contemplated by Section 10.3(c); (4) a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel of the Purchased Real Property together with any real property transfer tax declarations, if required under applicable law; (5) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real Property; (6) a duly executed xxxx of sale and assignment and assumption agreement, in substantially the form attached hereto as Exhibit 4.2(a)(6) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed Liabilities; (7) duly executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”); (8) a certification of non-foreign status of Seller, in a form reasonably acceptable to Purchaser, satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement as required by Section 1445 of the Code; (9) subject to the Conversion Plan, the Records (except to the extent that information contained in the Records relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Records as of the Closing, then Seller and RFSshall deliver such portion of the Records as promptly as practicable following the Closing); and (iii10) Seller’s RFS subject to the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing Certificate. (b) At and it is not reasonably practicable to include such information in the RFCIL Loan Documents as of the Closing, then Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration such portion of the transfers of Loan Documents as promptly as practicable following the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing CertificateClosing). (c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish the transactions contemplated hereby. (d) At the earlier of the RFS Closing or the RFCIL Closing, Seller shall deliver to Purchaser the Transition Services Agreement duly executed by Seller.

Deliveries of Seller. (a) At the RFS Closing, Seller shall deliver to PurchaserBuyer: (i) stock certificate(s) evidencing the Assignment Agency Shares, duly endorsed in blank by Seller or accompanied by stock powers or other instruments of RFS Interests transfer duly executed by SellerSeller in blank in proper form for transfer; (ii) a reasonably current long-form good standing certificate (or equivalent document) for each Acquired Company issued by the Termination secretary of state (or equivalent authority) of its jurisdiction of formation; (iii) a copy of the bylaws (or equivalent document) of such Acquired Company, certified by an officer of such Acquired Company; (iv) a counterpart of each of the Master Services Agreement and the Trademark License Agreement duly executed by Seller or the relevant Affiliates of Seller, as applicable; (v) the original record books of the Acquired Companies in the possession of Seller, as and RFSto the extent provided in Section 4.2(f); (vi) written resignations of the directors and officers of the Acquired Companies listed on Schedule 1.3(b)(vi); (vii) written resignations of each officer of Seller who is an authorized signatory on the Acquired Companies’ bank, investment, securities and brokerage accounts; (viii) an executed payoff letter from Seller, in form and substance reasonably acceptable to Buyer, setting forth the Note Amount, evidencing that the payment of the Estimated Purchase Price to Seller shall result in the full repayment, satisfaction and discharge of all current and future obligations of the Acquired Companies under or in respect of the Note and releasing each of the Acquired Companies from all further liabilities and obligations pursuant to the Note; and (iiiix) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests deliveries contemplated by Section 5.2 and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificate. (c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents and instruments as may be Buyer reasonably requested by Purchaser requests to accomplish consummate the transactions contemplated herebyby this Agreement. (d) At the earlier of the RFS Closing or the RFCIL Closing, Seller shall deliver to Purchaser the Transition Services Agreement duly executed by Seller.

Deliveries of Seller. (a) At the RFS Closing, Seller shall deliver to Purchaser: (i) the Assignment Upon execution of RFS Interests duly executed by Seller; (ii) the Termination Agreement duly executed by Seller and RFS; and (iii) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificate. (c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish the transactions contemplated hereby. (d) At the earlier of the RFS Closing or the RFCIL Closingthis Agreement, Seller shall deliver to Purchaser the Transition Services following, all of which shall be in a form satisfactory to counsel to Purchaser: (a) a bill of sale conveying the Personal Property to Purchaser; (x) xn assignment of each lease under which Seller is lessee or lessor assigning the interest of Seller therein to Purchaser, together with, in the case of an assignment of a lessee's interest, an owner's policy of title insurance showing the lessee's interest under the lease to be vested in Purchaser; (c) in a form and substance satisfactory to counsel for Purchaser, (i) a deed conveying each item of Real Property to Purchaser, together with (ii) an acceptable abstract of title down dated to the Effective Date; (d) assignments for all funds of Seller on deposit with banks or other persons (other than Excluded Assets); (e) an Assignment Agreement duly executed in the form attached as Exhibit B with respect to all of Seller's rights and obligations under the commitments (the "Assignment"); (f) a copy of resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, each certified by the Secretary of Seller as being true and correct copies of the originals thereof subject to no modifications or amendments; (g) a certificate from the Seller's President to the effect that the representations and warranties of Seller contained herein are true and correct in all respects as of the Effective Date and that Seller has complied with all covenants and conditions required by this Agreement to be performed or complied with by Seller; (h) a certificate, dated within thirty days of the Effective Date, of the Secretary of State of New York establishing that Seller is in existence, has paid all franchise taxes and otherwise is in good standing to transact business in its state of incorporation; (i) all authorizations, consents, approvals, permits and licenses referenced in Section 3.5; (j) an executed three-year Noncompetition Agreement among Purchaser, Seller and each Shareholder in the form attached as Exhibit C (the "Noncompetition Agreement"); and (k) such other instrument or instruments of transfer as shall be necessary or appropriate, as Purchaser or its counsel shall reasonably request, to vest in Purchaser good and marketable title to the Assets that are personal property and good and indefeasible title to the Assets that are real property.

Deliveries of Seller. (a) At the RFS Closing, Seller shall will deliver to Purchaser: (i) the Assignment Xxxx of RFS Interests Sale duly executed by Seller; (ii) the Termination Agreement Trademark Assignment duly executed by Seller and RFS; and (iii) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation Copyright Assignment duly executed by Seller; (iv) Deed duly executed by Seller; (v) instruments of assignment and assumption and other instruments, as Buyer may reasonably satisfactory deem necessary or desirable to Purchaser transfer any of the location Purchased Assets duly executed by Seller; (vi) certificates of the common sealChief Executive Officer of Seller to evidence compliance with the conditions set forth in Section 9.1.1(c); (vii) certificates of Seller's Secretary or Assistant Secretary as provided in Section 9.1.1(d); (viii) the opinion of Xxxxxxxxx and Xxxxxxxxxx counsel to Seller and Stockholder, statutory books dated the Closing Date substantially in the form attached hereto as EXHIBIT F, together with letters (the "RELIANCE LETTERS") entitling the bank lenders and bank mandates underwriters engaged by or on behalf of RFCIL Buyer to provide financing as contemplated by Section 9.1.11 (the "LENDERS") to rely on such opinion; (ix) evidence or copies of any consents, approvals, orders, qualifications or waivers required by any third-party or governmental entity pursuant to Section 9.1.8; (x) Certificate of Amendment of Seller's Certificate of Incorporation, dated the Closing Date and RFSCin proper form for filing substantially in the form attached hereto as EXHIBIT G, which Seller will, on the Closing Date, file with the Secretary of State of the State of Illinois, changing Seller's corporate name to "GAI, Inc.," together with all other documentation required to be filed in other jurisdictions where Seller is qualified or licensed to do business to reflect such name change; (xi) other Ancillary Agreements required to be duly executed and delivered by Seller or Stockholder; (xii) a non-foreign person affidavit of Seller required by Section 1445 of the Code; and (ivxiii) Seller’s RFCIL Closing Certificate. (c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents and instruments as may be reasonably requested by Purchaser to accomplish required in connection with the consummation of the transactions contemplated herebyby this Agreement and the Ancillary Agreements and to comply with the terms hereof and thereof (including state environmental disclosure statements, good standing certificates and resale exemption certificates). (d) At the earlier of the RFS Closing or the RFCIL Closing, Seller shall deliver to Purchaser the Transition Services Agreement duly executed by Seller.

Deliveries of Seller. (a) At the RFS Closing, Seller shall and the Stockholders will deliver to Purchaser: (i) the Assignment Bills of RFS Interests Sale duly executed by Seller; (ii) instruments of assignment and assumption and other instruments, as Purchaser may deem reasonably necessary or desirable to transfer any of the Termination Agreement Purchased Assets duly executed by Seller and RFS; and (iii) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser certificates of an officer of Seller and certificates of the location of Stockholders to evidence compliance with the common seal, statutory books and bank mandates of RFCIL and RFSC; andconditions set forth in Section 9.1.1; (iv) certificates of Seller’s RFCIL Closing Certificate.'s Secretary or Assistant Secretary as provided in Section 9.1.2; (cv) At each the opinion of Xxxxxx, Beach & Xxxxxx, LLP, counsel to Seller and the Stockholders, dated the Closing Date substantially in the form attached hereto as EXHIBIT I, together with letters ("RELIANCE LETTERS") entitling the bank lenders and underwriters engaged by or on behalf of Purchaser (the "LENDERS") to provide the financing contemplated by Section 9.1.11 to rely on such opinion; (vi) evidence or copies of any consents, approvals, orders, qualifications or waivers required by any third-party or governmental entity pursuant to Section 9.1.10; (vii) Certificate of Amendment of Seller's Certificate of Incorporation, dated the Closing Date and in proper form for filing substantially in the form attached hereto as EXHIBIT J which Seller will, on the Closing Date, file with the Secretary of State of the RFS Closing State of New York, changing each Seller's corporate name to "Xxxxxxxxxx Corporation," together with all other documentation required to be filed in other jurisdictions where Seller is qualified or licensed to do business to reflect such name change; (viii) other Ancillary Agreements required to be duly executed and delivered by parties other than Purchaser; (ix) a non-foreign person affidavit as required by Section 1445 of the RFCIL Closing, Seller shall deliver to Purchaser Code; (x) such other documents and instruments as may be reasonably requested by Purchaser required to accomplish consummate the transactions contemplated herebyby this Agreement and the Ancillary Agreements and to comply with the terms hereof and thereof. (d) At the earlier of the RFS Closing or the RFCIL Closing, Seller shall deliver to Purchaser the Transition Services Agreement duly executed by Seller.

Deliveries of Seller. At or prior to the Closing, SELLER shall deliver to BUYER: (a) At the RFS Closing, Seller shall deliver to Purchaser:Conveyance Documents, (ib) the Assignment of RFS Interests duly a certificate executed by Selleran authorized officer of SELLER, on behalf of SELLER, to the effect that the matters set forth in Section 5.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date; (iic) the Termination Agreement duly a certificate executed by Seller the secretary of SELLER, dated as of the Closing Date, certifying that all requisite corporate actions of SELLER to authorize the execution and RFSdelivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by SELLER of the transactions contemplated by this Agreement, have been taken; (d) a license agreement executed by SELLER substantially in the form attached hereto as Appendix D, pursuant to which SUB obtains a perpetual, non-terminable, royalty-free, right and license in and to the Licensed Assets for use in the Field (as defined therein) subject to the provisions thereof (the "License Agreement"); (e) a sublease agreement executed by SELLER substantially in the form attached hereto as Appendix E, pursuant to which SUB subleases the Manufacturing Site (the "Sublease Agreement"); (f) a patent purchase agreement executed by SELLER substantially in the form attached hereto as Appendix F, pursuant to which PARENT purchases the Intangible Assets (the "Patent Purchase Agreement"); (g) a procedures manual(s) containing all reasonably necessary control and manufacturing procedures related to and for the manufacture of P45, QA-21 Adjuvant and the Vaccine as contemplated by this Agreement, the Patent Purchase Agreement, and the License Agreement (the "Manual"); and (iiih) Seller’s RFS Closing Certificate. a Phase I Site Assessment Report prepared following the "Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, ASTM E-1527-00" (bthe "Phase I Site Assessment Report") At the RFCIL Closingto be conducted by a consultant retained by SELLER, Seller shall deliver and reasonably acceptable to Purchaser: (i) duly executed share transfers BUYER, with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificate. (c) At each of BUYER and SELLER bearing liability of one-half the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser cost of such other documents as may be reasonably requested by Purchaser to accomplish the transactions contemplated herebyconsultant's services. (d) At the earlier of the RFS Closing or the RFCIL Closing, Seller shall deliver to Purchaser the Transition Services Agreement duly executed by Seller.

Deliveries of Seller. On the Closing Date, Seller will execute and deliver, or cause to be executed and delivered, to Buyer: 11.1 All conveyances, deeds, assignments of agreements, trademarks, and patent assignments, assignments of insurance claims, bills of sale, confirmations, powers of attorney, approvals, consents, agreements and any and all further instruments as may be necessary, expedient or proper in order to complete any and all conveyances, transfers and assignments herein provided for and to convey to Buyer such title to the Purchased Assets as Seller is obligated hereunder to convey; 11.2 Certified copies of the resolutions adopted by the Board of Directors of Seller and the shareholders of Seller authorizing this Agreement and the transactions contemplated hereby; 11.3 An opinion in form and substance satisfactory to the attorneys for Buyer, dated the Closing Date, of Lane & Xxxxxxxx LLP, attorneys for Seller and the Shareholders, to the effect that: (a) At Seller is a corporation duly organized, validly existing and in good standing under the RFS Closinglaws of its state of incorporation, Seller shall deliver and is duly qualified to Purchaser: (i) transact business, and is in good standing, in each other jurisdiction in which the Assignment of RFS Interests duly executed by Seller; (ii) failure to qualify would have a material adverse effect upon the Termination Agreement duly executed by Seller and RFS; and (iii) Seller’s RFS Closing CertificatePurchased Assets or the Business. (b) At Seller has all requisite corporate power and authority to enter into this Agreement and to carry out the RFCIL Closingtransactions contemplated hereby, Seller shall deliver to Purchaser: (i) and all necessary directors’, shareholders’ and corporate action has been duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed taken by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificate. (c) At each of the RFS Closing and the RFCIL Closing, Shareholders to authorize the execution and delivery of this Agreement by Seller shall deliver to Purchaser such other documents as may be reasonably requested and the Shareholders and the carrying out by Purchaser to accomplish Seller and the Shareholders of the transactions contemplated hereby. (c) This Agreement constitutes the legal, valid and binding obligations of Seller and the Shareholders and is enforceable against them in accordance with the terms hereof, subject only to applicable bankruptcy, insolvency and other laws of general applicability affecting creditors’ rights and the application of general principles of equity. (d) At The instruments executed and delivered by Seller hereunder for the earlier purpose of conveying, transferring and delivering to Buyer all of the RFS Closing Purchased Assets are valid and binding in accordance with their terms and, upon delivery thereof, will convey and transfer to Buyer good and marketable title to the Purchased Assets free of any liens, claims or encumbrances. (e) To the knowledge of such counsel, neither the execution and delivery of this Agreement, nor the carrying out of the transactions contemplated hereby, will result in any material violation of, or be in material conflict with, any term of any material instrument or law applicable to Seller or the RFCIL ClosingShareholders, or will result in the creation of any lien on any of the Purchased Assets, other than any vendor’s lien which has been waived by Seller shall deliver to Purchaser in this Agreement. (f) Such counsel has no knowledge of any claims, actions, suits or proceedings, pending or threatened, against Seller or the Transition Services Agreement duly executed by SellerShareholders in any court or before any other governmental or quasi-governmental authority which would have a material adverse effect upon the Purchased Assets or the Business.

Deliveries of Seller. (a) At or prior to the RFS Closing, Seller shall deliver or caused to be delivered to Purchaser each of the following, in form and substance reasonably satisfactory to Purchaser: (ia) the Assignment Company Operating Agreement, as amended to reflect, inter alia, Purchaser's purchase of RFS Interests the Purchased Interests; (b) the Guaranty, duly executed by Guarantor; (c) the Nonqualified Stock Options, duly executed by Guarantor and Xxxxx Xxxxx; (d) a written opinion of counsel to Seller dated as of the Closing Date and addressed to Purchaser, opining to the matters set forth on Exhibit D hereto; (e) the Xxxxxxx Loan and the Xxxxxxx Note, each duly executed by Seller; (iif) a promissory note granted to Purchaser by the Termination Agreement duly Company (the "Refinancing Note"), evidencing the loan by Purchaser to the Company (the "Refinancing Loan") to refinance the aggregate balance of the obligations listed on Exhibit E hereto (the "Refinanced Liabilities"); (g) certificates executed by each of Seller, AFT and Guarantor as to the accuracy of its respective representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its respective covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2; (h) certificates of the Secretary of each of Seller and RFSAFT certifying, as complete and accurate as of the Closing Date, attached copies of the Governing Documents of Seller and AFT, as applicable, certifying and attaching all requisite resolutions or actions of Seller's and AFT's board of directors, as applicable, approving the execution and delivery of this Agreement and the consummation of the Transaction Documents, and certifying to the incumbency and signatures of the officers of Seller and AFT executing this Agreement and any other document relating to the Transaction Documents; (i) a certificate in the form set forth in Section 1.1445-2(b)(3)(iii)(B) of the Treasury Regulations certifying that Seller is not a "foreign person" within the meaning of Section 1445 of the Code; (j) certificates dated as of a date not earlier than the third business day prior to the Closing as to the good standing of Seller and AFT executed by the appropriate officials of the State of Pennsylvania; (k) a written waiver by Xxxx Xxxxxx with respect all rights arising under Section 13(c) of the Xxxxx Employment Agreement; and (iiil) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificate. (c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents as may be or certificates reasonably requested by Purchaser to accomplish the transactions contemplated herebyPurchaser. (d) At the earlier of the RFS Closing or the RFCIL Closing, Seller shall deliver to Purchaser the Transition Services Agreement duly executed by Seller.

Deliveries of Seller. At the Closing, Seller will deliver the following documents to Buyer: (a) At certificates representing the RFS ClosingStock duly endorsed in blank for transfer or accompanied by duly executed stock powers assigning the Stock in blank; (b) the articles of incorporation, bylaws, minute books and stock transfer books of the Company and the Subsidiary, certified by the Secretary of Seller shall deliver to Purchaser:be complete, correct and as in effect as of the Closing Date; (c) resolutions of the shareholder and board of directors of Seller authorizing the execution, delivery and performance of this Agreement by Seller, certified by the Secretary of Seller to be complete, correct and as in effect as of the Closing Date; (d) a certificate of incumbency with respect to the officers of Seller certified by the Secretary of Seller as correct as of the Closing Date; (e) the officer's certificate required pursuant to Section 9.1; (f) a mutual release executed by Seller on the one hand and the Company and the Subsidiary on the other hand under which each releases the other from any and all claims it or they may have against the other relating to any period prior to the Closing Date, except with respect to obligations of Seller hereunder and except with respect to claims of indemnification and contribution Seller may have for liability for the obligations of the Company or the Subsidiary; (g) such assignments of such agreements scheduled on Exhibit B hereto to the Company as Buyer requests, in such forms as are approved by Buyer prior to Closing (such approval not to be unreasonably withheld); (h) an opinion of counsel for Seller, in substantially the form of Exhibit C attached hereto; and (i) the Assignment of RFS Interests duly executed by Seller; (ii) the Termination Agreement duly executed by Seller and RFS; and (iii) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificate. (c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents as may be reasonably requested by Purchaser the Buyer, to accomplish confirm the transactions contemplated hereby. (d) At the earlier accuracy of the RFS Closing or representations and warranties and the RFCIL Closing, performance of the agreements of the Seller shall deliver to Purchaser the Transition Services Agreement duly executed by Sellerhereunder.

Deliveries of Seller. (a) At the RFS Closing, Seller shall deliver to Purchaser: (i) the Assignment closing of RFS Interests duly executed by Seller; (ii) the Termination Agreement duly executed by Seller and RFS; and (iii) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificate. (c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish the transactions contemplated hereby. hereby (d) At the earlier of the RFS Closing or the RFCIL "Closing"), Seller shall deliver to Purchaser the Transition Services following, all of which shall be in a form satisfactory to counsel to Purchaser: (a) a copy of the resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement duly and all related documents and agreements; (b) a certificate of the Secretary of Seller certifying as to the incumbency of the directors and officers of Seller, certifying as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Seller, and certifying that certain documents provided to Purchaser, including Seller's incorporation documents, Bylaws and the resolutions referred to in subsection (a) above, are true and correct copies of the originals thereof; (c) a certificate of the President of Seller, dated as of the Closing Date, as to (i) the truth and correctness of the representations and warranties of Seller contained herein; (ii) the performance of and compliance by Seller with all covenants contained herein; and (iii) the satisfaction of all conditions precedent of Seller contained herein; (d) a certificate, dated within 10 days of the Closing Date, of the Secretary of the State of Delaware establishing that Seller is in existence and is in good standing to transact business in its state of incorporation; (e) an opinion of counsel to Seller 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 Seller, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by Purchaser; (f) a Bill of Sale in the form of EXHIBIT 8.1(F); (g) an Assignmxxx 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) all authorizations, consents, approvals, permits and licenses referred to in SECTIONS 2.3 and 2.5; (j) an Investor Questionnaire and Lock-Up Agreement executed by Sellereach Receiving Party; (k) the Registration Rights Agreement in the form of EXHIBIT 1.4(A); and (l) such other instruments and documents as reasonably requested by Purchaser to carry out and effect the purpose and intent of this Agreement.

Deliveries of Seller. (a) At the RFS Closing, Seller shall deliver or cause to Purchaserbe delivered the following to Buyer: (ia) duly executed and acknowledged bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance satisfactory to Buyer, to transfer the Purchased Assets to Buyer free and clear of all Liens; (b) duly executed and acknowledged bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance recordable with the appropriate registrar and satisfactory to Buyer, to transfer the Intellectual Property to Buyer free and clear of all Liens; (c) duly executed assignments and assumptions in order to transfer the Assumed Contracts and Assumed Liabilities to Buyer (the “Assignment of RFS Interests duly and Assumption Agreements”); (d) a Transition Services Agreement executed by Seller; (e) a Contract Manufacturing Agreement executed by Seller; (f) a certificate of a duly authorized officer of Seller, dated the Closing Date, certifying: (i) the resolutions attached thereto are true, correct and complete copies of the resolutions of Seller’s board of directors authorizing, adopting and approving the Agreement, the Transaction Documents and the transactions contemplated hereby and thereby; (ii) a certificate of legal existence and good standing of Seller issued by the Termination Agreement duly executed Secretary of the State of Delaware and a certificate of good standing as a foreign corporation issued by the Secretary of The Commonwealth of Massachusetts, in each case dated within twenty (20) days prior to the Closing Date; and (iii) the incumbency of the person authorized by Seller to sign the Agreement on Seller’s behalf; (g) a certificate of a duly authorized officer of Seller, dated the Closing Date, certifying that originals or true and RFScorrect copies of the Assumed Contracts, Purchase Orders, Customer Orders, Books and Records and Licenses and Permits have previously been provided to Buyer; Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (h) releases from security interests retained by Silicon Valley Bank and PNC Bank, as well as any other consents, approvals or authorizations required in order for Seller to complete the transactions contemplated hereby; and (iii) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or such other instruments and documents as it may direct, together with related share certificates Buyer shall reasonably request for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case purpose of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificateconsummating this transaction. (c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish the transactions contemplated hereby. (d) At the earlier of the RFS Closing or the RFCIL Closing, Seller shall deliver to Purchaser the Transition Services Agreement duly executed by Seller.

Deliveries of Seller. (a) At or prior to Closing, in addition to the RFS Closingdeliveries required to be made by Seller at or prior to the Closing pursuant to Article VIII hereof, Seller shall deliver to PurchaserCEPCB each of the following: (i) the Assignment original stock certificate representing the Company Common Stock outstanding as of RFS Interests the Effective Time, free and clear of any Liens, duly endorsed for transfer or accompanied by a duly executed by Seller; (ii) the Termination Agreement duly executed by Seller and RFS; and (iii) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate)stock power; (ii) an irrevocable power approval letter in the form of attorney (on the terms agreed to by Purchaser) Exhibit C attached hereto executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration The OSAGE NATION (the “Osage Approval”) along with a letter from the Superintendent of the transfers Department of Interior Bureau of Indian Affairs Osage Agency in form and substance acceptable to Seller and CEPCB (the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose;“BIA Approval”). (iii) confirmation reasonably satisfactory to Purchaser a non-foreign affidavit of Seller dated as of the location Closing Date, in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the common seal, statutory books and bank mandates Code stating that Seller is not a “Foreign Person” as defined in Section 1445 of RFCIL and RFSCthe Code; and (iv) Seller’s RFCIL Closing Certificate.to the extent not located on the properties of the Company corporate minute books, stock transfer book or stock ledger, and the corporate seal for the Company, and the limited liability company minute books of the Transferred Companies; and (cv) At each Seller shall cause the Company to pay and deposit the sum of $8,500,000, with the Escrow Agent, to fund a drilling fund escrow immediately prior to Closing (the “Drilling Fund Escrow”), to be used by CEPCB, post-Closing, in connection with CEPCB’s post-Closing, drilling, development and operation of CEPCB’s assets and properties, in the manner that CEPCB believes is in the interest of CEPCB. Seller shall pay the Drilling Fund Escrow, on behalf of the RFS Closing and Company, by directing that a portion of the RFCIL Xxxxxxx Money Deposit otherwise to be released to Seller be deposited with the Escrow Agent to fund the Drilling Fund Escrow. Prior to the Closing, Seller shall deliver and the Escrow Agent will enter into a Drilling Fund Escrow Agreement in form and substance reasonably acceptable to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish Seller, the transactions contemplated herebyCompany, CEPCB and the Escrow Agent. (d) At the earlier of the RFS Closing or the RFCIL Closing, Seller shall deliver to Purchaser the Transition Services Agreement duly executed by Seller.

Deliveries of Seller. Simultaneously with the execution and delivery of this Agreement, the Seller shall deliver or cause to be delivered, to the Buyer against delivery of the items specified in Section 3.2: (a) At all documents, certificates and agreements necessary to transfer to the RFS ClosingBuyer good and marketable title to the Purchased Assets, Seller shall deliver free and clear of any and all liens, security interest, mortgages and other encumbrances of any nature whatsoever (collectively, "Liens"), including bills of sale, assignments and general conveyances, in form and substance reasonably satisfactory to Purchaser:Buyer; (ib) copies of resolutions adopted by Seller's Board of Directors and stockholders authorizing Seller to execute and deliver this Agreement and the Assignment other documents contemplated hereby to which Seller is a party and to perform its obligations hereunder and thereunder, duly certified by the Secretary of RFS Interests duly executed by the Seller; (iic) a certificate of the Termination Secretary of the Seller certifying as to the incumbency and specimen signatures of the officers of the Seller executing this Agreement and the other documents contemplated hereby to which Seller is a party on behalf of the Seller; (d) all third party consents required by Seller to consummate the transactions contemplated hereby, if any; (e) an opinion of counsel to the Seller, reasonably satisfactory to Buyer and its counsel; (f) a counterpart signature to the Manufacturing Agreement (as defined in Section 6.3), duly executed by Seller and RFSNorth Star High Voltage; and (iiig) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificate. (c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents as may be required by this Agreement and as Buyer or its counsel may reasonably requested by Purchaser require in order to accomplish document and carry out the transactions contemplated herebyby this Agreement. (d) At the earlier of the RFS Closing or the RFCIL Closing, Seller shall deliver to Purchaser the Transition Services Agreement duly executed by Seller.

Deliveries of Seller. (a) At the RFS Closing, Seller shall deliver to Purchaser: (i) the Assignment Upon execution of RFS Interests duly executed by Seller; (ii) the Termination Agreement duly executed by Seller and RFS; and (iii) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificate. (c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish the transactions contemplated hereby. (d) At the earlier of the RFS Closing or the RFCIL Closingthis Agreement, Seller shall deliver to Purchaser the Transition Services following, all of which shall be in a form satisfactory to counsel to Purchaser: (a) a bill of sale conveying the Personal Property to Purchaser; (x) xn assignment of each lease under which Seller is lessee or lessor assigning the interest of Seller therein to Purchaser, together with, in the case of an assignment of a lessee's interest, an owner's policy of title insurance showing the lessee's interest under the lease to be vested in Purchaser; (c) in a form and substance satisfactory to counsel for Purchaser, (i) a deed conveying each item of Real Property to Purchaser, together with (ii) an acceptable abstract of title down dated to the Effective Date; (d) assignments for all funds of Seller on deposit with banks or other persons (other than Excluded Assets); (e) an Assignment Agreement duly executed in the form attached as Exhibit B with respect to all of Seller's rights and obligations under the Commitments (the "Assignment"); (f) a copy of resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, each certified by the Secretary of Seller as being true and correct copies of the originals thereof subject to no modifications or amendments; (g) a certificate from the Seller's President to the effect that the representations and warranties of Seller contained herein are true and correct in all respects as of the Effective Date and that Seller has complied with all covenants and conditions required by this Agreement to be performed or complied with by Seller; (h) a certificate, dated within thirty days of the Effective Date, of the Secretary of State of New York establishing that Seller is in existence, has paid all franchise taxes and otherwise is in good standing to transact business in its state of incorporation; (i) all authorizations, consents, approvals, permits and licenses referenced in Section 3.5; (j) an executed three-year Noncompetition Agreement among Purchaser, Seller and each Shareholder in the form attached as Exhibit C (the "Noncompetition Agreement"); and (k) such other instrument or instruments of transfer as shall be necessary or appropriate, as Purchaser or its counsel shall reasonably request, to vest in Purchaser good and marketable title to the Assets that are personal property and good and indefeasible title to the Assets that are real property.

Deliveries of Seller. (a) At the RFS Closing, Seller shall deliver or cause to Purchaserbe delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Seller (i) is duly organized and in good standing in the Assignment state of RFS Interests duly executed by organization of Seller; , and (ii) is qualified to do business in the Termination Agreement duly executed by Seller and RFS; and (iii) Seller’s RFS Closing Certificatestate in which the Property is located. (b) At A certificate of the RFCIL Closing, secretary (or the equivalent thereto if none) of Seller shall deliver to Purchaser: (i) duly executed share transfers with respect attesting as to the RFCIL Interests incumbency of each manager, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in favor of Purchaser, or as it may direct, together accordance with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); this Agreement have been adopted or obtained (iiwith copies thereof attached) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificatesimilar customary matters. (c) At each A warranty deed, xxxx of sale (with general warranty of title) and other instruments of transfer and conveyance transferring the RFS Closing Property to Buyer free of all Liens other than the Permitted Exceptions and the RFCIL Closing, Seller shall deliver to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish the transactions contemplated herebyPermitted Liens. (d) At the earlier A certificate of non-foreign status under Section 1445 of the RFS Closing or Code, complying with the RFCIL requirements of the Income Tax Regulations promulgated pursuant to such Section. (e) A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing. (f) A true, correct and complete Rent Roll for the Property five (5) days prior to Closing, Seller shall deliver certified by Seller, listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to Purchaser be paid by such resident, the Transition Services Agreement amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement. (g) Assignments of the Property Agreements and Licenses from Seller, duly executed by Seller. (h) All third-party consents described in Section 7.12. (i) Opinions from counsel for Seller in the form attached to the Seller Disclosure Letter as Exhibit D, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Seller. (j) The Management Agreement, duly executed by the Manager. (k) Unaudited and unreviewed historical financial statements and any other documents identified by Buyer that are required to allow the Buyer to comply with any reporting, disclosure, or filing requirements imposed upon the Buyer by the SEC with respect to the transactions contemplated by this Agreement. (l) Such additional information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the satisfaction of the conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities as the Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be reasonably required by the Title Insurer. (m) The Escrow Holdback Agreement, duly executed by Buyer and the Escrow Agent thereunder.

Deliveries of Seller. (a) At the RFS Closing, Seller shall will deliver to Purchaser: (i) such instruments of assignment, assumption and Transfer as Purchaser may deem necessary or desirable to Transfer any of the Assignment of RFS Interests Purchased Assets, duly executed by Seller; (ii) the Termination Agreement duly executed by Seller and RFS; and (iii) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration a certificate of the transfers Chief Executive Officer of Seller confirming Seller's compliance with the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purposecondition set forth in Section 9.1.1; (iii) confirmation reasonably satisfactory a certificate of Seller's Secretary or Assistant Secretary certifying as to Purchaser Seller's certificate of incorporation, bylaws or other comparable documents and to the location due adoption of resolutions adopted by its Board of Directors and stockholders authorizing the common seal, statutory books execution of this Agreement and bank mandates each Ancillary Agreement to which it will be a party at Closing and the taking of RFCIL any and RFSC; andall actions deemed necessary or advisable to consummate the transactions contemplated herein and therein; (iv) the opinion of Porter & Hedges, LLP, counsel to Seller’s RFCIL , dated the Closing Certificate.Date, xxxxxing xxx xatters set forth on EXHIBIT E, in a form reasonably satisfactory to Purchaser; (cv) At each evidence or copies of the RFS Closing and the RFCIL Closingconsents, Seller shall deliver approvals, orders, qualifications or waivers required by any third party or Governmental Authority to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish consummate the transactions contemplated hereby.by this Agreement that are listed in SCHEDULE 5.2(V); (dvi) At the earlier Certificate of Amendment of Seller's Certificate of Incorporation, dated the Closing Date and in proper form for filing with the Secretary of State of the RFS Closing State of Delaware, changing Seller's name to a name not similar to "AMEREX," "AMEREX INDUSTRIES" or the RFCIL Closingany combination thereof, together with all other documentation required to be filed in other jurisdictions where Seller shall deliver is qualified or licensed to Purchaser the Transition Services Agreement duly executed by Seller.do business to reflect such name change;

Deliveries of Seller. (a) At the RFS Closing, Seller shall deliver deliver, or cause BGC to Purchaserdeliver, to Buyer: (a) certificates confirming (i) the Assignment due incorporation of RFS Interests duly executed by Seller; RGC and BGC, and (ii) the Termination Agreement duly executed by Seller good standing of RGC and RFS; and BGC from the Secretary of State of the applicable states of their incorporation dated within ten (iii10) Seller’s RFS Business Days of the Closing Certificate.Date; (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) a duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share assignment and stock certificates for the RFCIL Interests representing one hundred percent (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii100%) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers capital stock of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing CertificateBGC. (c) At each a cross receipt acknowledging receipt of the RFS Closing and the RFCIL Closing, Seller shall deliver Date Purchase Price payable at Closing pursuant to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish the transactions contemplated hereby.Section 2.2(b); (d) At the earlier resignations or terminations of all of the RFS officers and directors of BGC, effective as of the Closing or Date; (e) written confirmation that all inter-company and Affiliate transactions involving BGC, on the RFCIL Closingone hand, and Seller shall deliver and its Affiliates (other than BGC), on the other hand, have been terminated, subject to Purchaser final settlement of intercompany payables and receivables; (f) the Transition Services Agreement minute books, stockholder records, tax and financial files and records, and seals of BGC; (g) evidence of the approvals of the Governmental Entities required of Seller as set forth on Schedule 3.3; (h) owner’s title insurance policies, purchased at Buyer’s expense, for all Real Property as to good and valid title to such Real Property; (i) Executed Service Agreements containing substantially the same terms and conditions set forth in Schedule 2.5 hereof, duly executed by Buyer and Seller, pursuant to which Seller or an Affiliate of Seller will provide mutually agreed services to BGC. The scope of services and fees charged therefore shall be reasonably agreed to by Seller and Buyer prior to closing; (j) such other agreements, consents, documents and instruments as are reasonably required to be delivered by Seller at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all such other instruments as Buyer or its counsel may reasonably request in connection with the purchase of the Stock Interests contemplated hereby.

Deliveries of Seller. (a) At the RFS Closing, Seller shall deliver to Purchaser: (i) the Assignment of RFS Interests duly executed by Seller; (ii) the Termination Agreement duly executed by Seller and RFS; and (iii) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificate. (c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish the transactions contemplated hereby. (d) At the earlier of the RFS Closing or the RFCIL Closing, Seller shall deliver to Purchaser the Transition Services following, all of which shall be in a form reasonably satisfactory to counsel to Purchaser; provided that any of the following which is in the form attached as an Exhibit to this Agreement, shall be deemed satisfactory: (a) a copy of the resolutions of the Boards of Directors and its stockholders authorizing the execution, delivery and performance of this Agreement duly and all related documents and agreements to be executed by Seller in connection therewith; (b) fully executed certificates of the Secretaries of Seller certifying as to the incumbency of the directors and officers of Seller, certifying as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Seller, and certifying that certain documents provided to Purchaser, and the authorizing resolutions referred to hereinabove, are true and correct copies of the originals thereof; (c) fully executed certificates of the President of Seller, dated as of the Closing Date, as to (i) the truth and correctness of the representations and warranties of Seller contained herein; (ii) the performance of and compliance by Seller with all covenants contained herein; and (iii) the satisfaction of all conditions precedent of Seller contained herein; (d) a fully executed Escrow Agreement in the form of EXHIBIT "A"; (e) a fully executed Xxxx of Sale in the form of EXHIBIT "B"; (f) a fully executed Assignment and Assumption Agreement in the form of EXHIBIT "C" (the "Assignment and Assumption Agreement"); (g) a fully executed Assignment of Trademarks executed by Seller in the form of EXHIBIT "D"; (h) all authorizations, consents, approvals, permits and licenses required herein; (i) fully executed Employee Releases; (j) an opinion of counsel to Seller in a form reasonably acceptable to Purchaser 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 Seller, and (iii) the enforceability of this Agreement and the other agreements and documents to be executed by Seller in connection herewith; and (k) such other instruments and documents as reasonably requested by Purchaser to carry out and effect the purpose and intent of this Agreement.

Deliveries of Seller. At the Closing, Seller will execute and deliver or cause to be executed and delivered to Buyer the following: (a) At (1) a certificate of the RFS ClosingSecretary of Seller as to (i) copies of resolutions of its managers or Board of Directors, or its member(s), as the case may be, authorizing the execution, delivery and performance of this Agreement, the Transaction Documents and the sale of the Assets in accordance with the terms hereof; (ii) a Certificate of Good Standing of Seller issued by the Secretary of State of such Seller’s formation; and (iii) incumbency and specimen signatures with respect to its authorized representatives executing this Agreement and any Transaction Documents and (2) a certificate of the Secretary of Seller’s parent identified in Section 10.16 as to copies of resolutions of its managers or Board of Directors or its members, as the case may be, authorizing and approving the sale of the Assets in accordance with the terms hereof; (b) any required third party consents, filings, and certificates from Seller or any third party (including, any Governmental Authority) relating to the transfer of the Assets; (c) all applicable documentation releasing Liens covering, concerning or relating to the Assets, in form and substance reasonably acceptable to Buyer; (d) Cash Sale with warranty of title, fully executed by Seller in recordable form, conveying good and indefeasible title to the Real Property and all improvements to Buyer; (e) General Xxxx of Sale and Assignment, fully executed by Seller, transferring good title to all tangible assets constituting the Assets (other than the Real Property) to Buyer; (f) Assignments of Assumed Contracts, fully executed by Seller, assigning all right, title and interest of Seller in and to the Assumed Contracts to Buyer; (g) Certificate of Seller certifying that all representations and warranties contained in this Agreement are truthful, accurate and complete as of the Closing Date, along with an update to any of the Schedules attached hereto in a manner acceptable to Buyer in its sole discretion; (h) such other documents and instruments as Buyer or its counsel reasonably shall deliver deem necessary to Purchaser:consummate the transactions contemplated hereby; (i) a possession/lien affidavit as required by the Assignment of RFS Interests duly executed by Seller; (ii) Title Company to remove the Termination Agreement duly executed by Seller and RFSstandard exceptions on the title policy; and (iiij) Selleran owner’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser title insurance policy in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration amount of the transfers Purchase Price issued by the Title Company insuring Buyer that Buyer is acquiring the Real Property free and clear of the RFCIL Interests, all liens and encumbrances other than any specifically accepted in writing by Buyer. All documents delivered to exercise all voting Buyer shall be in form and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation substance reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificatecounsel for Buyer. (c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish the transactions contemplated hereby. (d) At the earlier of the RFS Closing or the RFCIL Closing, Seller shall deliver to Purchaser the Transition Services Agreement duly executed by Seller.

Deliveries of Seller. (a) At the RFS Closing, Seller shall deliver or cause to Purchaserbe delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Seller (i) is duly organized and in good standing in the Assignment state of RFS Interests duly executed by organization of Seller; , and (ii) is qualified to do business in the Termination Agreement duly executed by Seller and RFS; and (iii) Seller’s RFS Closing Certificatestate in which the Property is located. (b) At A certificate of the RFCIL Closing, secretary (or the equivalent thereto if none) of Seller shall deliver to Purchaser: (i) duly executed share transfers with respect attesting as to the RFCIL Interests incumbency of each manager, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in favor of Purchaser, or as it may direct, together accordance with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); this Agreement have been adopted or obtained (iiwith copies thereof attached) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificatesimilar customary matters. (c) At A warranty deed, bxxx of sale (with general warranty of title) and other instruments of transfer and conveyance transferring the Property to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens. (d) A certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such Section. (e) A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing. (f) A true, correct and complete Rent Roll for the Property five (5) days prior to Closing, certified by Seller, listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to be paid by such resident, the amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement. (g) Assignments of the Property Agreements and Licenses from Seller, duly executed by Seller. (h) All third-party consents described in Section 7.12. (i) Opinions from counsel for Seller in the form attached to the Seller Disclosure Letter as Exhibit D, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Seller. (j) The Management Agreement, duly executed by the Manager. (k) A duly executed Guaranty from each of the RFS Closing Guarantors. (l) Unaudited and unreviewed historical financial statements and any other documents identified by Buyer that are required to allow the RFCIL ClosingBuyer to comply with any reporting, disclosure, or filing requirements imposed upon the Buyer by the SEC with respect to the transactions contemplated by this Agreement. Additionally, Seller shall deliver provide Buyer, but without expense to Purchaser Seller, with (a) an audit letter in substantially the form as Exhibit H attached to the Seller Disclosure Letter and made a part hereof, and (b) copies of, or access to, such other documents factual information as may be reasonably requested by Purchaser Buyer or its designated accountants, and in the possession or control of Seller, to accomplish enable Buyer to file any filings required by the transactions contemplated herebySEC in connection with the purchase of the Property. (dm) At Such additional information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the earlier satisfaction of the RFS Closing or conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities as the RFCIL Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements and any other documents expressly required by this Agreement to be delivered by Seller at Closing, Seller shall deliver to Purchaser or as may be reasonably required by the Transition Services Agreement Title Insurer. (n) The Earnout Agreement, duly executed by Sellerthe Buyer.

Deliveries of Seller. (a) At the RFS ClosingClosing or as soon as practicable thereafter as may be mutually agreed upon by the parties, Seller shall deliver or cause to Purchaserbe delivered to Buyer the following: (ia) the Assignment of RFS Interests duly executed by SellerAll Documentation; (iib) All certificates of title for the Termination Agreement duly executed by vehicles identified in the Purchased Sales Contracts that serve as collateral under the Purchased Sales Contracts (the "Vehicles"); (c) A limited Power of Attorney, included in the General Assignment, Bill xx Sale and Assumption Agreement, in the form attached hereto as Exhibit A, authorizing Buyer to enter into all assignments on behalf of Seller and RFSreasonably necessary to assign the certificate of title for each Vehicle to Buyer; and (iiid) A certificate of Seller’s RFS , dated as of the Closing Certificate. (b) At the RFCIL ClosingDate and signed by an officer of Seller, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect certifying as to the RFCIL Interests fulfillment of the conditions set forth in favor of PurchaserSections 8.1, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate)8.2 and 8.3; (iie) an irrevocable power of attorney (on A receipt for the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purposePurchase Price; (iiif) confirmation A good standing certificate or its equivalent for Seller from the appropriate governmental agency dated as of a reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; andrecent date; (ivg) A certificate of an officer of Seller certifying resolutions adopted by Seller’s RFCIL Closing Certificate. (c) At each 's board of the RFS Closing and the RFCIL Closing, Seller shall deliver directors relating to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish the transactions contemplated hereby. (dh) At A certificate as to the earlier incumbency of each officer of Seller executing this Agreement or any other closing document contemplated hereby. (i) An opinion of counsel for Seller, dated the RFS Closing or Date, substantially in the RFCIL Closingform attached hereto as Exhibit B. Notwithstanding the foregoing, Seller shall deliver not transfer any of the above Documentation or certificates of title to Purchaser Vehicles as long as Seller, at the Transition Services Agreement duly executed by Sellerrequest of Buyer, is performing the administration, management and servicing of the Purchased Sales Contracts pursuant to Section 6.3 hereto.

Deliveries of Seller. (a) At Subject to the RFS other terms and conditions of this Agreement, at or prior to the Closing, Seller shall deliver to PurchaserBuyer: (ia) a xxxx of sale and assignment and assumption agreement relating to the Assignment sale of RFS Interests the Purchased Assets and assignment and assumption of the Assumed Liabilities, substantially in the form of Exhibit B hereto (the "XXXX OF SALE AND ASSUMPTION AGREEMENT") duly executed by on behalf of Seller; (b) a License Agreement, dated as of the date of this Agreement, in the form attached hereto as Exhibit C (the "LICENSE AGREEMENT") duly executed on behalf of Seller (which shall be delivered on the date of this Agreement); (c) a Marketing Agreement, dated as of the date of this Agreement, in the form attached hereto as Exhibit D (the "MARKETING AGREEMENT") duly executed on behalf of Seller (which shall be delivered on the date of this Agreement); (d) a Sublease Agreement, dated as of the Closing Date, in a form reasonably satisfactory to each of Buyer and Seller (the "SUBLEASE") duly executed on behalf of Seller, LMF Cochituate Corp. and CommercialWare, Inc.; (e) with respect to each Customer Contract with the customers set forth on Schedule 1.1(a), either (i) a Customer Consent duly executed on behalf of Seller and such customer or (ii) a "back-to-back" agreement, dated as of the Termination Agreement Closing Date, in the form attached hereto as Exhibit E (each, a "BACK-TO-BACK AGREEMENT") with respect to such customer duly executed on behalf of Seller; (f) without duplication of Section 3.2(e) above, an assignment and consent acceptable in form and substance to Buyer with respect to each of the contracts, consents and approvals set forth in Schedule 3.2(f) (in the case of such contracts, where consent to assignment is required by any contract) and a copy of any notice required by any such contract in connection with the transactions contemplated by this Agreement; provided, however, that in lieu of an assignment and consent with respect to any license set forth in Schedule 3.2(f), Seller and RFSmay pay to Buyer an amount in cash required for Buyer to obtain an equivalent license (it being understood that Buyer shall be responsible to pay a pro rata portion of the related license fee (other than fees required to be paid under the equivalent license that would not have been required to be paid under the original license, such as an initiation fee) in the event that the term of such license extends beyond the term of the equivalent license held by Seller); and (iiig) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver an officers' certificate pursuant to Purchaser: (iSection 9.2(a) duly executed share transfers with respect to the RFCIL Interests in favor on behalf of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificate. (c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish the transactions contemplated hereby. (d) At the earlier of the RFS Closing or the RFCIL Closing, Seller shall deliver to Purchaser the Transition Services Agreement duly executed by Seller.

Deliveries of Seller. (a) At the RFS Closing, Seller shall deliver or cause to Purchaserbe delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Seller (i) is duly organized and in good standing in the Assignment state of RFS Interests duly executed by organization of Seller; , and (ii) is qualified to do business in the Termination Agreement duly executed by Seller and RFS; and (iii) Seller’s RFS Closing Certificatestate in which the Property is located. (b) At A quit claim deed (or its equivalent) and a quit claim xxxx of sale and other instruments of transfer and conveyance transferring the RFCIL Property held or owned by Landlord (or Landlord’s Affiliates) to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens; provided, however, that, in the event the title insurance company will not issue an owner’s policy for the Property pursuant to a quitclaim deed from Landlord, a limited warranty deed from Landlord transferring the Property held or owned by Landlord shall be delivered. The quit claim deed or limited warranty deed, as applicable, to be delivered pursuant to this Section 9.2(b) is referred to herein as the “Deed.” (c) A certificate of the secretary (or the equivalent thereto if none) of Seller attesting as to the incumbency of each manager, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters. (d) A xxxx of sale (with general warranty of title) and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens. (e) A certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such Section. (f) A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing. (g) A true, correct and complete Rent Roll for the Property five (5) days prior to Closing, Seller shall deliver certified by Seller, listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to Purchaser:be paid by such resident, the amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement. (h) Assignments of the Property Agreements and Licenses from Seller, duly executed by Seller. (i) All third-party consents described in Section 7.12. (j) Opinions from counsel for Seller in the form attached to the Seller Disclosure Letter as Exhibit D, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Seller. (k) The Management Agreement, duly executed share transfers by the Manager. (l) A duly executed Guaranty from each of the Guarantors. (m) Unaudited and unreviewed historical financial statements and any other documents identified by Buyer that are required to allow the Buyer to comply with any reporting, disclosure, or filing requirements imposed upon the Buyer by the SEC with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to transactions contemplated by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificate. (c) At each of the RFS Closing and the RFCIL Closingthis Agreement. Additionally, Seller shall deliver provide Buyer, but without expense to Purchaser Seller, with (a) an audit letter in substantially the form as Exhibit H attached to the Seller Disclosure Letter and made a part hereof, and (b) copies of, or access to, such other documents factual information as may be reasonably requested by Purchaser Buyer or its designated accountants, and in the possession or control of Seller, to accomplish enable Buyer to file any filings required by the transactions contemplated herebySEC in connection with the purchase of the Property. (dn) At Such additional information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the earlier satisfaction of the RFS Closing or conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities as the RFCIL Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements and any other documents expressly required by this Agreement to be delivered by Seller at Closing, Seller shall deliver to Purchaser or as may be reasonably required by the Transition Services Agreement duly executed by SellerTitle Insurer.