Common use of Obligations at Closing Clause in Contracts

Obligations at Closing. (a) At Closing, Seller shall deliver to Buyer the following: (1) The deeds and all other instruments of conveyance as may be necessary to sell, transfer and convey all right, title and interest in and to the Premises to Buyer; (2) A bxxx of sale in substantially the form of Exhibit A attached hereto pursuant to which the Personal Property shall be transferred to Buyer; (3) Subject to Section 19, a lease assignment and assumption agreement in substantially the form of Exhibit B attached hereto, with respect to the Branch Lease (the “Lease Assignment”); (4) The Assigned Contracts, Required Consents and other written agreements, contracts, leases and other documentation that relate to the Assets and Liabilities and the Safe Deposit Agreements; (5) Written confirmation that the Waiver, Acquiescence and Consent Agreement has been received and remains in full force and effect; (6) Possession of the Loan Files and Loan Documents and the collateral security held by Seller as security for any Loan as provided for in Section 6(c); (7) Certified copies of resolutions of (i) Seller’s board of directors and its sole stockholder, Seller Parent, authorizing the execution and delivery of this Agreement and the transactions set forth in this Agreement and (ii) Seller Parent’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement; (8) Copies of the Records; (9) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, an assignment and assumption agreement in substantially the form set forth on Exhibit C attached hereto with respect to the Liabilities, duly executed by Seller (the “Assignment and Assumption Agreement”); (10) A bring-down of the Schedules of Assets and Liabilities and the Seller Disclosure Schedule; (11) Seller’s resignation as trustee or custodian, as applicable, with respect to each IXX and/or Kxxxx Accounts, which is part of the Deposit Liabilities and designation of Buyer as successor trustee or custodian with respect thereto, as contemplated by Sections 2(c); (12) The certificate of Seller’s President required by Section 8(g); (13) The Draft Closing Statement (which shall have been furnished to Buyer no later than the fifth Business Day prior to the Closing Date); (14) Original or copy of the Branch Lease fully executed by each party thereto; (15) Executed consent of the landlord necessary to assign the Branch Lease to Buyer, subject to Section 19 hereof; (16) An ALTA form of owner policy of title insurance issued by Title Company for the Premises, naming Buyer as insured having an effective date as of the Closing Date, in form and substance in accordance with Section 16(q); (17) A certification of non-foreign status meeting the requirements of Treasury Regulation 1.1445-2(b)(2), duly executed and acknowledged substantially in the form of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv); (18) Cash On Hand; (19) Estimated Payment Amount, if any; (20) A complete set of keys for each Branch, including but not limited to keys for safe deposit boxes, vaults and automated teller machines and combinations for all combination locks, appropriately tagged for identification and any vault manuals or specifications with respect to vaults and automated teller machines, together with a schedule listing same; and (21) Such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby. (b) At the Closing, Buyer will deliver to Seller the following: (1) Certified copies of resolutions of Buyer’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement; (2) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, the Assignment and Assumption Agreement, duly executed by Buyer; (3) The certificate of Buyer’s Chief Executive Officer and President as required by Section 7(f); (4) Evidence of the Regulatory Approvals and the satisfaction of all required conditions of such Regulatory Approvals; (5) Buyer’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IXX and/or Kxxxx Accounts, which are part of the Deposit Liabilities and the assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated by Sections 2(c); (6) the Estimated Payment Amount, if any; and (7) Such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby.

Obligations at Closing. (a) At Closing, Seller shall deliver to Buyer the following: (1) The deeds Duly executed special warranty deed for the Newburgh Branch and all other instruments of conveyance as may be necessary to sell, transfer and convey all right, title and interest in and to the Premises of the Newburgh Branch to Buyer, including without limitation the Indiana Sales Disclosure Form to be filed with the deed, a certification by Seller that the Newburgh Branch Premises does not constitute "property" as defined by the Indiana Responsible Property Transfer Law, and a Vendor's Affidavit sufficient for the Title Company to delete the so-called "standard exceptions" (other than the standard survey exception) from the Title Policy for the Newburgh Branch and date such policy no earlier than the time of recordation of the deed; (2) Duly executed: (A) Documents providing for the assignment and assumption of the Assigned Lxxxx Road Lease as executed by Seller and the public recordation of a memorandum of such assignment and assumption; (B) Consent of the landlord to the assignment of the Assigned Lxxxx Road Lease, including estoppel certifications reasonably satisfactory to Buyer, as executed and delivered by such landlord; (C) Documentation reasonably acceptable to Buyer that all of the obligations of the Landlord under the Assigned Lxxxx Road Lease, including without limitation the obligations provided by Section 9 thereof, have been fully performed and satisfied on or prior to the date of the estoppel certifications delivered at Closing; (D) Document providing for the subordination, non-disturbance and attornment by any mortgagee of the Lxxxx Road Branch in favor of Buyer, as executed and delivered by the mortgagee; and (E) Any documents necessary for the Title Company to delete the so-called "standard exceptions" (other than the standard survey exception) from the leasehold Title Policy for the Lxxxx Road Branch leasehold and date such policy no earlier than the time of recordation of the memorandum of lease assignment; (3) A duly executed bxxx of sale in substantially the form of Exhibit A attached hereto pursuant to which the Personal Property shall be transferred to Buyer; (3) Subject to Section 19, a lease assignment and assumption agreement in substantially the form of Exhibit B attached hereto, with respect to the Branch Lease (the “Lease Assignment”); (4) The Assigned Contracts, Required Consents and other written agreements, contracts, leases and other documentation that relate to the Assets and Liabilities and the Safe Deposit Agreements; (5) Written confirmation that the Waiver, Acquiescence and Consent Agreement has been received and remains in full force and effect; (6) Possession The right to possession of the Loan Files and Loan Documents and the collateral security Collateral held by Seller as security for any Loan as provided for in Section 6(c); (76) Certified copies of resolutions of (i) Seller’s board of directors and its sole stockholder, Seller Parent, authorizing the execution and delivery of this Agreement and the transactions set forth in this Agreement and (ii) Seller Parent’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in contemplated by this Agreement; (8) 7) Copies of the Records; (9) 8) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, an assignment and assumption agreement in substantially the form set forth on Exhibit C B attached hereto with respect to the Liabilities, duly executed by Seller (the “"Assignment and Assumption Agreement”"); (109) A bring-down of the Schedules Such schedules of Assets and Liabilities as Buyer may reasonably request and in form and substance satisfactory to Buyer, and the Seller Disclosure Schedule; (1110) Seller’s resignation as trustee or custodian, as applicable, with respect to each IXX and/or Kxxxx Accounts, which is represents part of the Deposit Liabilities and designation of Buyer as successor trustee or custodian with respect thereto, as contemplated by Sections Section 2(c); (1211) The certificate of Seller’s President required by Section 8(g8(f); (1312) The Draft Closing Statement Statement, including the Draft Loan Schedule (which shall have been furnished to Buyer no later than the fifth Business Day prior to the Closing Date); (14) Original or copy of the Branch Lease fully executed by each party thereto; (15) Executed consent of the landlord necessary to assign the Branch Lease to Buyer, subject to Section 19 hereof; (16) An ALTA form of owner policy of title insurance issued by Title Company for the Premises, naming Buyer as insured having an effective date as of the Closing Date, in form and substance in accordance with Section 16(q); (1713) A certification of non-foreign status meeting the requirements of Treasury Regulation 1.1445-2(b)(2), duly executed and acknowledged substantially in the form of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv); (1814) Cash On Hand; (1915) Estimated Payment Amount, if any; (2016) A complete set of keys for each Branch, including but not limited to keys for safe deposit boxes, vaults and automated teller machines and combinations for all combination locks, appropriately tagged for identification and any vault manuals or specifications with respect to vaults and automated teller machines, together with a schedule listing same; (17) A complete set of instructions and manuals including security codes for other security systems and devices at each Branch to the extent in the possession of Seller; (18) Construction and design plans and specifications for the buildings and all improvements on the Premises of the Branches to the extent in the possession of Seller; and (2119) Such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby. (b) At the Closing, Buyer will deliver to Seller the following: (1) Certified copies of resolutions of Buyer’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement; (2) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, the Assignment and Assumption Agreement, duly executed by Buyer; (3) The certificate of Buyer’s Chief Executive Officer and President as required by Section 7(f); (4) Evidence of the Regulatory Approvals and the satisfaction of all required conditions of such Regulatory Approvals; (5) Buyer’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IXX and/or Kxxxx Accounts, IRAs which are part of the Deposit Liabilities and the assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated by Sections Section 2(c); (6) the Estimated Payment Amount, if any; (7) the updated and final Kick-out Loan Schedule; and (7) Such 8) such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby.

Obligations at Closing. (a) At Closing, Seller shall deliver to Buyer (and in the case of item (1) below, Seller Parent shall deliver to Buyer Parent) the following: (1) The cash payments (if any) required to be made by Seller and Seller Parent pursuant to Section 4(b); (2) Bills of sale, assignments, special warranty deeds (as to those fee owned portions of the Premises and all assignments of leases as to the leased portion of the Premises) and such other instruments of conveyance transfer; and documents, satisfactory to Buyer’s counsel, as may be necessary or appropriate to selltransfer, transfer convey and convey assign to Buyer to all of Seller’s right, title title, and interest in and to all of the Premises Assets and allow Buyer to Buyer; (2) A bxxx of sale in substantially the form of Exhibit A attached hereto pursuant to which the Personal Property shall be transferred to Buyeraccomplish all necessary filings with official recording offices; (3) Subject to Section 19All contracts, a lease assignment and assumption agreement in substantially the form of Exhibit B attached heretolicenses, with respect to the Branch Lease (the “Lease Assignment”); (4) The Assigned Contractsleases, Required Consents and or other written agreements, contracts, leases and other documentation that relate agreements relating to the Assets and Liabilities and the Safe Deposit Agreementsall leases and agreements with respect to Seller’s safe deposit boxes; (54) Written confirmation that the Waiver, Acquiescence and Consent Agreement has been received and remains in full force and effect; (6) Possession of the Loan Files and Loan Documents and the All collateral security of any nature whatever held by Seller as security for any Loan as provided for Loan; and powers of attorney or other instrument satisfactory to Buyer’s counsel authorizing Buyer and its representatives to file or record assignments of such collateral security and endorse in Section 6(c)Seller’s name any checks, drafts, notes or other documents received in payment of the Loans; (75) Certified copies of resolutions of (i) Seller’s board of directors and its sole stockholder, shareholders and the resolutions of the directors and shareholders of Seller Parent, Parent authorizing the execution and delivery of this Agreement and the transactions set forth in this Agreement and (ii) Seller Parent’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement; (8) 6) Copies of all of the Recordsbooks and records relating to the Assets and the Liabilities; (7) From time to time at Buyer’s request (whether at or after Closing and without further consideration) such further instruments of conveyance and transfer as may reasonably be required to vest in Buyer all of Seller’s right, title, and interest in and to the Assets including, but not limited to, assignments of mortgages, contracts and financing statements; and Seller will take such other action as Buyer reasonably may request to convey and transfer more effectively to Buyer any of the Assets; (8) The Escrow Agreement in the form set forth on Exhibit B attached hereto duly executed by Seller and evidence of the funding of the Escrow Account in accordance with Section 5(b). (9) The Pledge Agreement in the form set forth on Exhibit C attached hereto duly executed by Seller; (10) The Participation Agreement in the form set forth on Exhibit D attached hereto duly executed by Seller; (11) Noncompetition Agreements in the form set forth on Exhibit E attached hereto duly executed by each of Xxxxx X. Xxxxxxxx and Xxxxxx X. Xxx; (12) If the Trust Preferred Obligations are assumed pursuant Section 2(f) hereof, the Supplemental Indenture in the form set forth on Exhibit F attached hereto (subject to any changes requested by the trustee with respect to the Trust Preferred Obligations) duly executed by Seller Parent and such other executed documents and agreements as may be required by the terms of the Trust Preferred Obligations or the trustee thereof; (13) The Servicing Agreement in the form set forth on Exhibit G attached hereto duly executed by Seller; (14) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, an assignment and assumption agreement in substantially the form set forth on Exhibit C H attached hereto with respect to the Liabilities, duly executed by Seller (the “Assignment and Assumption Agreement”); (1015) The lease agreement in the form set forth on Exhibit I attached hereto, duly executed by Seller (the “Lease Agreement”); (16) A bring-down of the Schedules of Assets and Liabilities and the Seller Disclosure Schedule;, if necessary; and (1117) Seller’s resignation as trustee or custodian, as applicable, with respect to each IXX and/or Kxxxx AccountsXXX, which is part of the Deposit Liabilities and designation of Buyer as successor trustee or custodian with respect thereto, as contemplated by Sections 2(c2(a) and 17(j); (12) The certificate of Seller’s President required by Section 8(g); (13) The Draft Closing Statement (which shall have been furnished to Buyer no later than the fifth Business Day prior to the Closing Date); (14) Original or copy of the Branch Lease fully executed by each party thereto; (15) Executed consent of the landlord necessary to assign the Branch Lease to Buyer, subject to Section 19 hereof; (16) An ALTA form of owner policy of title insurance issued by Title Company for the Premises, naming Buyer as insured having an effective date as of the Closing Date, in form and substance in accordance with Section 16(q); (17) A certification of non-foreign status meeting the requirements of Treasury Regulation 1.1445-2(b)(2), duly executed and acknowledged substantially in the form of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv); (18) Cash On Hand; (19) Estimated Payment Amount, if any; (20) A complete set of keys for each Branch, including but not limited to keys for safe deposit boxes, vaults and automated teller machines and combinations for all combination locks, appropriately tagged for identification and any vault manuals or specifications with respect to vaults and automated teller machines, together with a schedule listing same; and (21) Such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby. (b) At the Closing, Buyer and Buyer Parent will deliver to Seller the following: (1) The cash payment (if any) required to be made by Buyer pursuant to Section 4(b); (2) The cash payment required to be made by Buyer pursuant to the Participation Agreement; (3) Certified copies of resolutions of Buyer’s board of and CBSEF’s directors and, if necessary, shareholders authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement; (24) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, the Assignment and Assumption AgreementAgreement in substantially the form set forth on Exhibit H attached hereto with respect to the Liabilities, duly executed by Buyer; (35) The certificate of Escrow Agreement in the form set forth on Exhibit B attached hereto duly executed by Buyer’s Chief Executive Officer and President as required by Section 7(f); (46) The Pledge Agreement in the form set forth on Exhibit C attached hereto duly executed by Buyer; (7) The Participation Agreement in the form set forth on Exhibit D attached hereto duly executed by Buyer; (8) Noncompetition Agreements in the form set forth on Exhibit E attached hereto duly executed by Buyer; (9) If the Trust Preferred Obligations are assumed pursuant to Section 2(f) hereof, the Supplemental Indenture in the form set forth on Exhibit F attached hereto (subject to any changes requested by the trustee with respect to the Trust Preferred Obligations) duly executed by Buyer Parent, the guaranty of the Trust Preferred Obligations entered into by Buyer and Buyer Parent and such other executed documents and agreements as may be required by the terms of the Trust Preferred Obligations or the trustee thereof; (10) The Servicing Agreement in the form set forth on Exhibit G attached hereto duly executed by Buyer; (11) The Lease Agreement in the form set forth on Exhibit I attached hereto duly executed by Buyer; (12) Evidence of (i) the Regulatory Approvals requisite regulatory approvals of the Reorganization and the transactions contemplated thereby and (ii) the satisfaction of all the required conditions of such Regulatory Approvalsregulatory approvals; (513) Buyer’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IXX and/or Kxxxx Accounts, IRAs which are part of the Deposit Liabilities and the assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated by Sections 2(c2(a) and 17(j); (6) the Estimated Payment Amount, if any; and (7) Such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby.

Obligations at Closing. At the closing, the following shall occur: A. liens, rights of way, easements and other matters affecting title thereto, except for the Permitted Exceptions. B. The Title Company shall issue to Purchaser an ALTA owner's form of title insurance policy covering the Property in the amount of the Purchase Price (a) At Closing, the "Title Policy"). ------------ C. Seller shall deliver to Buyer the following: (1) The deeds and all other instruments of conveyance as may be necessary to sell, transfer and convey all right, title and interest in and to the Premises to Buyer; (2) A bxxx a special warranty xxxx of sale and a blanket assignment in substantially the form of Exhibit A attached hereto pursuant to which the Personal Property shall be transferred to Buyer; (3) Subject to Section 19, a lease assignment and assumption agreement in substantially the form of Exhibit B attached hereto, with respect to the Branch Lease (the “Lease Assignment”); (4) The Assigned Contracts, Required Consents and other written agreements, contracts, leases and other documentation that relate to the Assets and Liabilities and the Safe Deposit Agreements; (5) Written confirmation that the Waiver, Acquiescence and Consent Agreement has been received and remains in full force and effect; (6) Possession of the Loan Files and Loan Documents and the collateral security held by Seller as security for any Loan as provided for in Section 6(c); (7) Certified copies of resolutions of (i) Seller’s board of directors and its sole stockholder, Seller Parent, authorizing the execution and delivery of this Agreement and the transactions set forth in this Agreement and (ii) Seller Parent’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement; (8) Copies of the Records; (9) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, an assignment and assumption agreement in substantially the form set forth on Exhibit C attached hereto with respect to the Liabilities, duly executed by Seller (the “Assignment and Assumption Agreement”); (10) A bring-down of the Schedules of Assets and Liabilities and the Seller Disclosure Schedule; (11) Seller’s resignation as trustee or custodian, as applicable, with respect to each IXX and/or Kxxxx Accounts, which is part of the Deposit Liabilities and designation of Buyer as successor trustee or custodian with respect thereto, as contemplated by Sections 2(c); (12) The certificate of Seller’s President required by Section 8(g); (13) The Draft Closing Statement (which shall have been furnished to Buyer no later than the fifth Business Day prior to the Closing Date); (14) Original or copy of the Branch Lease fully executed by each party thereto; (15) Executed consent of the landlord necessary to assign the Branch Lease to Buyer, subject to Section 19 hereof; (16) An ALTA form of owner policy of title insurance issued by Title Company for the Premises, naming Buyer as insured having an effective date as of the Closing Date, in form and substance in accordance with Section 16(q); (17) A certification of non-foreign status meeting the requirements of Treasury Regulation 1.1445-2(b)(2)H, duly executed and acknowledged substantially by --------- Seller, transferring the Personal Property to Purchaser. D. Seller shall deliver an assignment and assumption agreement, in form set forth on Exhibit I, duly executed and acknowledged by Seller, assigning all --------- of Seller's interest in and to the Leases, Deposits, Contracts and Permits to Seller. Seller shall also deliver copies of any Contracts and Permits, original Leases, and a rent roll with respect to the Property, in the form of the sample certificates set forth rent roll to be delivered pursuant to Article III hereinabove, certified to be true and correct in Treasury Regulation Section 1.1445-2(b)(2)(iv);all material respects. (18) Cash On Hand; (19) Estimated Payment Amount, if any; (20) A complete set of keys for each Branch, including but not limited to keys for safe deposit boxes, vaults and automated teller machines and combinations for all combination locks, appropriately tagged for identification and any vault manuals E. The parties shall deliver such evidence or specifications with respect to vaults and automated teller machines, together with a schedule listing same; and (21) Such other documents as that may be reasonably required by the parties may determine Title Company evidencing the status and capacity of a party and the authority of the person or persons who are reasonably necessary to consummate executing the various documents on behalf of such party in connection with the transactions contemplated herebydescribed hereunder. (b) At F. Seller shall deliver a non-withholding statement that will satisfy the Closing, Buyer will requirements of Section 1445 of the Internal Revenue Code so that Purchaser is not required to collect any amounts for payment to the Internal Revenue Service. G. Seller shall deliver to Seller Purchaser all keys to all buildings and other improvements located on the following: (1) Certified copies of resolutions of Buyer’s board of directors authorizing the execution Property, combinations to any safes thereon, and delivery of this Agreement and the consummation of the transactions set forth security devices therein in this Agreement; (2) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, the Assignment and Assumption Agreement, duly executed by Buyer; (3) The certificate of Buyer’s Chief Executive Officer and President as required by Section 7(f); (4) Evidence of the Regulatory Approvals and the satisfaction of all required conditions of such Regulatory Approvals; (5) Buyer’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IXX and/or Kxxxx Accounts, which are part of the Deposit Liabilities and the assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated by Sections 2(c); (6) the Estimated Payment Amount, if any; and (7) Such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated herebySeller's possession.

Obligations at Closing. (a) At the Closing, Seller shall deliver the Property or cause the Property to be delivered to Buyer the following: (1) The deeds free and clear of all other instruments of conveyance as may be necessary to sell, transfer and convey all right, title and interest parties in and to the Premises to Buyerpossession; (2) A bxxx of sale in substantially the form of Exhibit A attached hereto pursuant to which the Personal Property shall be transferred to Buyer; (3) Subject to Section 19, a lease assignment and assumption agreement in substantially the form of Exhibit B attached hereto, with respect to the Branch Lease (the “Lease Assignment”); (4) The Assigned Contracts, Required Consents and other written agreements, contracts, leases and other documentation that relate to the Assets and Liabilities and the Safe Deposit Agreements; (5) Written confirmation that the Waiver, Acquiescence and Consent Agreement has been received and remains in full force and effect; (6) Possession of the Loan Files and Loan Documents and the collateral security held by Seller as security for any Loan as provided for in Section 6(c); (7) Certified copies of resolutions of (i) Seller’s board of directors and its sole stockholder, Seller Parent, authorizing the execution and delivery of this Agreement and the transactions set forth in this Agreement and (ii) Seller Parent’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement; (8) Copies of the Records; (9) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, an assignment and assumption agreement in substantially the form set forth on Exhibit C attached hereto with respect to the Liabilities, duly executed by Seller (the “Assignment and Assumption Agreement”); (10) A bring-down of the Schedules of Assets and Liabilities and the Seller Disclosure Schedule; (11) Seller’s resignation as trustee or custodian, as applicable, with respect to each IXX and/or Kxxxx Accounts, which is part of the Deposit Liabilities and designation of Buyer as successor trustee or custodian with respect thereto, as contemplated by Sections 2(c); (12) The certificate of Seller’s President required by Section 8(g); (13) The Draft Closing Statement (which shall have been furnished to Buyer no later than the fifth Business Day prior to the Closing Date); (14) Original or copy of the Branch Lease fully executed by each party thereto; (15) Executed consent of the landlord necessary to assign the Branch Lease to Buyer, subject to Section 19 hereof; (16) An ALTA form of owner policy of title insurance issued by Title Company for the Premises, naming Buyer as insured having an effective date as of the Closing Date, in form and substance in accordance with Section 16(q); (17) A certification of non-foreign status meeting the requirements of Treasury Regulation 1.1445-2(b)(2), duly executed and acknowledged substantially in the form of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv); (18) Cash On Hand; (19) Estimated Payment Amount, if any; (20) A complete set of keys for each Branch, including but not limited to keys for safe deposit boxes, vaults and automated teller machines and combinations for all combination locks, appropriately tagged for identification and any vault manuals or specifications with respect to vaults and automated teller machines, together with a schedule listing same; and (21) Such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby. (b) At the Closing, Seller shall also deliver or cause to be delivered to Buyer will deliver any and all other such documents necessary to Seller consummate this Agreement and the transactions contemplated herein, including but not limited to the following: 1. Grant Deed substantially in the form as set forth in Schedule 8.6(b)(i) (1the “Grant Deed”); 2. Certificate of Non-Foreign Status substantially in the form as set forth in Schedule 8.6(b)(ii); 3. Assignment and Assumption of Contracts substantially in the form as set forth in Schedule 8.6(b)(iii) Certified copies (the “Assignment and Assumption of resolutions Contracts”); 4. Assignment and Assumption of Lease Agreement substantially in the form as set forth in Schedule 8.6(b)(iv) (the “Assignment and Assumption of Lease Agreement”); 5. A California Form 593-C Withholding Certificate, certifying that no withholding is required, and any other documents, instruments or agreements reasonably necessary to effectuate the transfer of the Property to Buyer; 6. A Xxxx of Sale substantially in the form set forth in Schedule 8.6(b)(vi) (the “Xxxx of Sale”); 7. An owner’s board affidavit in the form required by the Escrow Agent; 8. Seller’s share of directors authorizing the execution amounts due from Seller under Section 8.5 or instructions to Escrow Agent to deduct such amounts from the Purchase Price; and 9. Any other documents, instruments or agreements reasonably necessary to effectuate the transfer of the Property to Buyer. (c) At the Closing, Buyer shall deliver or cause to be delivered to Seller the Purchase Price, less the Deposit, and delivery of any and all other such documents necessary to consummate this Agreement and the consummation transactions contemplated herein, including but not limited to the following: 19849937 (i) Assignment and Assumption of the transactions set forth in this Contracts; (ii) Assignment and Assumption of Lease Agreement; (2iii) Such instruments Xxxx of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, the Assignment and Assumption Agreement, duly executed by Buyer; (3) The certificate of Buyer’s Chief Executive Officer and President as required by Section 7(f); (4) Evidence of the Regulatory Approvals and the satisfaction of all required conditions of such Regulatory Approvals; (5) Buyer’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IXX and/or Kxxxx Accounts, which are part of the Deposit Liabilities and the assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated by Sections 2(c); (6) the Estimated Payment Amount, if anySale; and (7iv) Such Any other documents as the parties may determine are documents, instruments or agreements reasonably necessary to consummate effectuate the transactions contemplated herebytransfer of the Property to Buyer.

Obligations at Closing. (a) 11.1 Selling Parties' Obligations at the Closing. At the Closing, Seller shall deliver or cause to Buyer the following: (1) The deeds and all other instruments of conveyance as may be necessary to sell, transfer and convey all right, title and interest in and to the Premises delivered to Buyer; : (2a) A bxxx For all the Owned Real Property and interests in the Owned Real Property, general warranty deeds in recordable form, properly executed and acknowledged, conforming to and conveying the agreed state of sale the title; (b) Assignments in substantially the recordable form of Exhibit A attached hereto pursuant to which all the Personal Real Property shall be transferred to Buyer; (3) Subject to Section 19Leases, a lease assignment properly executed and assumption agreement in substantially the form acknowledged by Seller, and accompanied by all consents of Exhibit B attached hereto, with respect to the Branch Lease (the “Lease Assignment”); (4) The Assigned Contracts, Required Consents and other written agreements, contracts, leases and other documentation that relate to the Assets and Liabilities and the Safe Deposit Agreements; (5) Written confirmation that the Waiver, Acquiescence and Consent Agreement has been received and remains in full force and effect; (6) Possession of the Loan Files and Loan Documents and the collateral security held lessors required by Seller as security for any Loan as provided for in Section 6(c); (7) Certified copies of resolutions of (i) Seller’s board of directors and its sole stockholder, Seller Parent, authorizing the execution and delivery of this Agreement and the transactions set forth in this Agreement leases being assigned; (c) Instruments of assignment and (ii) Seller Parent’s board transfer of directors authorizing the execution and delivery of this Agreement and the consummation all of the transactions set forth in this Agreement; (8) Copies other Assets of the Records; (9) Such instruments Seller and S-K-I to be transferred hereunder with appropriate warranties of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, an assignment and assumption agreement in substantially the form set forth on Exhibit C attached hereto with respect to the Liabilities, duly executed by Seller (the “Assignment and Assumption Agreement”); (10) A bring-down of the Schedules of Assets and Liabilities and the Seller Disclosure Schedule; (11) Seller’s resignation as trustee or custodian, as applicable, with respect to each IXX and/or Kxxxx Accounts, which is part of the Deposit Liabilities and designation of Buyer as successor trustee or custodian with respect thereto, as contemplated by Sections 2(c); (12) The certificate of Seller’s President required by Section 8(g); (13) The Draft Closing Statement (which shall have been furnished to Buyer no later than the fifth Business Day prior to the Closing Date); (14) Original or copy of the Branch Lease fully executed by each party thereto; (15) Executed consent of the landlord necessary to assign the Branch Lease to Buyer, subject to Section 19 hereof; (16) An ALTA form of owner policy of title insurance issued by Title Company for the Premises, naming Buyer as insured having an effective date as of the Closing Datetitle, in form and substance in accordance with Section 16(q); satisfactory to Buyer's counsel; (17d) A certification of nonLicenses for the trademarks and trade names to be licensed to Buyer by S-foreign status meeting the requirements of Treasury Regulation 1.1445K-2(b)(2)I, duly properly executed and acknowledged substantially in the form of the sample certificates set forth in Treasury Regulation Section 1.1445by S-2(b)(2)(iv); K-I; and (18) Cash On Hand; (19) Estimated Payment Amount, if any; (20) A complete set of keys for each Branch, including but not limited to keys for safe deposit boxes, vaults and automated teller machines and combinations for all combination locks, appropriately tagged for identification and any vault manuals or specifications with respect to vaults and automated teller machines, together with a schedule listing same; and (21e) Such other instruments, certificates and documents as Buyer or its counsel may reasonably require to convey and transfer all of the parties may determine are reasonably necessary to consummate Assets, implement the transactions contemplated hereby. (b) At the Closing, Buyer will deliver to Seller the following: (1) Certified copies of resolutions of Buyer’s board of directors authorizing the execution and delivery terms of this Agreement and memorialize the satisfaction of the closing conditions of Buyer set forth in Article 9. Simultaneously with the consummation of the transactions set forth in transfer, Seller, through its officers, agents, and employees, shall put Buyer into full possession and enjoyment of all the Assets to be conveyed and transferred by this Agreement; (2) Such . Selling Parties, at any time before or after the Closing Date, shall execute, acknowledge, and deliver any further deeds, assignments, conveyances, and other assurances, documents, and instruments of assumption transfer, reasonably requested by Buyer and shall take any other action consistent with the terms of Liabilities as are required to effectively assign and transfer the obligations this Agreement that may reasonably be requested by Buyer for the Liabilities purpose of assigning, transferring, granting, conveying, and confirming to the Buyer Buyer, or reducing to possession, any or all property and for Buyer assets to assume those Liabilities as provided herein, including, without limitation, the Assignment be conveyed and Assumption transferred by this Agreement, duly executed . If requested by Buyer; (3) The certificate , Selling Parties further agree to prosecute or otherwise enforce in their own names for the benefit of Buyer’s Chief Executive Officer Buyer any claims, rights, or benefits that are transferred to Buyer by this Agreement and President as required by Section 7(f); (4) Evidence that require prosecution or enforcement in either of the Regulatory Approvals and Selling Parties' name. Any prosecution or enforcement of claims, rights, or benefits under this Section shall be solely at Buyer's expense, unless the satisfaction prosecution or enforcement is made necessary by a breach of all required conditions of such Regulatory Approvals; (5) Buyer’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IXX and/or Kxxxx Accounts, which are part of the Deposit Liabilities and the assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated this Agreement by Sections 2(c); (6) the Estimated Payment Amount, if any; and (7) Such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated herebySelling Parties.

Obligations at Closing. At the Closing: (a) At Closing, Seller The Selling Shareholders shall deliver to Buyer the followingPurchaser: (1i) The deeds certificates representing all of the Purchase Shares, duly endorsed (or accompanied by appropriate stock powers duly endorsed) in blank by the registered holder thereof for transfer, together with such supporting documents, endorsements, assignments, affidavits and all other necessary instruments of conveyance sale and transfer as may be are necessary to sell, transfer and convey all right, title and interest in and permit Purchaser to acquire the Premises to BuyerPurchase Shares free of any adverse claims; (2ii) A bxxx the stock books, stock ledgers, minute books and corporate seal of sale in substantially each of the form of Exhibit A attached hereto pursuant to which the Personal Property shall be transferred to BuyerCannxx Xxxpanies; (3iii) Subject to Section 19resignations tendered by the Directors of the Cannxx Companies, a lease assignment and assumption agreement in substantially effective as of the form of Exhibit B attached hereto, with respect to the Branch Lease (the “Lease Assignment”)Closing Date; (4iv) The Assigned Contracts, Required Consents and other written agreements, contracts, leases and other documentation that relate to the Assets and Liabilities and the Safe Deposit Agreements; (5) Written confirmation that the Waiver, Acquiescence and Consent Agreement has been received and remains in full force and effect; (6) Possession of the Loan Files and Loan Documents and the collateral security held by Seller as security for any Loan as provided for in Section 6(c); (7) Certified copies of resolutions of all consents (i) Seller’s board of directors and its sole stockholderincluding consents to lease assignments), Seller Parentapprovals, authorizing the execution and delivery of this Agreement and the transactions set forth in this Agreement and (ii) Seller Parent’s board of directors authorizing the execution and delivery of this Agreement and authorizations or other requirements which must be obtained or satisfied for the consummation of the transactions set forth in contemplated by this Agreement; (8) Copies v) leases relating to all of the RecordsCannxx Xxxpanies' retail sales center locations; (9vi) Such instruments of assumption of Liabilities as are required to effectively assign and transfer schedules updated through the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, an assignment and assumption agreement in substantially the form set forth on Exhibit C attached hereto with respect to the Liabilities, duly executed by Seller (the “Assignment and Assumption Agreement”)Closing Date; (10vii) A bring-down of the Schedules of Assets and Liabilities and the Seller Disclosure Schedulecertificate required to be delivered pursuant to Section 7.7; (11viii) Seller’s resignation as trustee or custodian, as applicable, with respect to waivers of each IXX and/or Kxxxx Accounts, which is part of the Deposit Liabilities and designation Selling Shareholders or evidence of Buyer as successor trustee or custodian termination of any rights each Selling Shareholder may have under any shareholder agreements with respect thereto, as contemplated by Sections 2(c); (12) The certificate of Seller’s President required by Section 8(g); (13) The Draft Closing Statement (which shall have been furnished to Buyer no later than the fifth Business Day prior to the Closing Date); (14) Original or copy any of the Branch Lease fully executed by each party thereto; (15) Executed consent of the landlord necessary to assign the Branch Lease to Buyer, subject to Section 19 hereof; (16) An ALTA form of owner policy of title insurance issued by Title Company for the Premises, naming Buyer as insured having an effective date as of the Closing Date, in form and substance in accordance with Section 16(q); (17) A certification of non-foreign status meeting the requirements of Treasury Regulation 1.1445-2(b)(2), duly executed and acknowledged substantially in the form of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv); (18) Cash On Hand; (19) Estimated Payment Amount, if any; (20) A complete set of keys for each Branch, including but not limited to keys for safe deposit boxes, vaults and automated teller machines and combinations for all combination locks, appropriately tagged for identification and any vault manuals or specifications with respect to vaults and automated teller machines, together with a schedule listing sameCannxx Xxxpanies; and (21ix) Such other documents as executed amendments to the parties may determine are Employment Agreements of Messrs. Helm and Fields reasonably necessary acceptable to consummate the transactions contemplated herebyPurchaser. (b) At the Closing, Buyer will The Purchaser shall deliver to Seller the following: (1) Certified copies of resolutions of Buyer’s board of directors authorizing Selling Shareholders the execution Cash and delivery of this Agreement Stock, the certificate required to be delivered pursuant to Section 8.5, and the consummation of the transactions set forth in this Agreement; (2) Such instruments of assumption of Liabilities as are required to effectively assign agreements regarding share purchases with certain employees designated by Purchaser and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, the Assignment and Assumption Agreement, duly executed by Buyer; (3) The certificate of Buyer’s Chief Executive Officer and President as required by Section 7(f); (4) Evidence of the Regulatory Approvals and the satisfaction of all required conditions of such Regulatory Approvals; (5) Buyer’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IXX and/or Kxxxx Accounts, which are part of the Deposit Liabilities and the assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated by Sections 2(c); (6) the Estimated Payment Amount, if any; and (7) Such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated herebyT. Cxxxxx.

Obligations at Closing. (a) At Closing, A. Seller shall will execute and deliver to Buyer the followingBuyer, as applicable, at closing: (1) The deeds A duly executed Special Warranty Deed in recordable form approved by the Buyer and all other instruments of conveyance Title Company and as may be necessary to sell, transfer and convey all right, otherwise provided above conveying fee simple title and interest in and to the Premises Land, and any applicable portions of the Property susceptible of being conveyed by deed, free and clear of all liens, encumbrances, and exceptions except for matters approved by Buyer pursuant to Buyer;Paragraph 5 above (“Permitted Exceptions”). (2) A bxxx Documentation required by Title Company to clear title to the Land of sale in substantially the form of Exhibit A attached hereto pursuant to which the Personal Property shall be transferred to Buyer;all liens, encumbrances, title defects, and other unpermitted title exceptions, if any. (3) Subject to Section 19, a lease assignment An Owner’s Affidavit from Seller as reasonably requested by the Buyer and assumption agreement in substantially the form of Exhibit B attached hereto, with respect to the Branch Lease (the “Lease Assignment”);Title Company. (4) The Assigned Contracts, Required Consents and other written agreements, contracts, leases and other documentation that relate to the Assets and Liabilities and the Safe Deposit Agreements;A duly executed Closing Statement. (5) Written confirmation A duly executed Certification of Non-Foreign status as required by Section 1445 of the Internal Revenue Code, or documentation satisfactory to Buyer and Escrow Agent that Seller and the Waiver, Acquiescence and Consent Agreement has been received and remains Purchase Price for the Property are not subject to withholding in full force and effect;accordance with requirements of the Internal Revenue Code. (6) Possession of the Loan Files and Loan Documents and the collateral security held by Seller as security for any Loan as provided for in Section 6(c); (7) Certified copies of resolutions of (i) Seller’s board of directors and its sole stockholder, Seller Parent, authorizing the execution and delivery of this Agreement and the transactions set forth in this Agreement and (ii) Seller Parent’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement; (8) Copies of the Records; (9) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, an assignment and assumption agreement in substantially the form set forth on Exhibit C attached hereto with respect to the Liabilities, A duly executed by Seller (the “Assignment and Assumption Agreement”); (10) A bring-down general warranty xxxx of the Schedules of Assets and Liabilities and the Seller Disclosure Schedule; (11) Seller’s resignation as trustee or custodian, as applicable, with respect to each IXX and/or Kxxxx Accounts, which is part of the Deposit Liabilities and designation of Buyer as successor trustee or custodian with respect thereto, as contemplated by Sections 2(c); (12) The certificate of Seller’s President required by Section 8(g); (13) The Draft Closing Statement (which shall have been furnished sale conveying all personalty to Buyer no later than the fifth Business Day prior to the Closing Date); (14) Original or copy of the Branch Lease fully executed by each party thereto; (15) Executed consent of the landlord necessary to assign the Branch Lease to Buyer, subject to Section 19 hereof; (16) An ALTA form of owner policy of title insurance issued by Title Company for the Premises, naming Buyer as insured having an effective date as of the Closing Date, in form free and substance in accordance with Section 16(q); (17) A certification of non-foreign status meeting the requirements of Treasury Regulation 1.1445-2(b)(2), duly executed and acknowledged substantially in the form of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv); (18) Cash On Hand; (19) Estimated Payment Amount, if any; (20) A complete set of keys for each Branch, including but not limited to keys for safe deposit boxes, vaults and automated teller machines and combinations for all combination locks, appropriately tagged for identification and any vault manuals or specifications with respect to vaults and automated teller machines, together with a schedule listing same; and (21) Such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby. (b) At the Closing, Buyer will deliver to Seller the following: (1) Certified copies of resolutions of Buyer’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement; (2) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, the Assignment and Assumption Agreement, duly executed by Buyer; (3) The certificate of Buyer’s Chief Executive Officer and President as required by Section 7(f); (4) Evidence of the Regulatory Approvals and the satisfaction clear of all required conditions of such Regulatory Approvals; (5) Buyer’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IXX and/or Kxxxx Accounts, which are part of the Deposit Liabilities liens and the assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated by Sections 2(c); (6) the Estimated Payment Amount, if any; andclaims. (7) Such other documents duly executed in recordable form, as the parties may determine are contemplated herein or reasonably necessary required by Buyer to consummate the transactions purchase and sale contemplated herebyherein. B. Buyer will deliver at closing: (1) Cash, cashier’s check or immediately available funds for the balance of the Purchase Price, after adjustments, prorations and similar matters. (2) A duly executed Closing Statement. (3) Such other documents duly executed by Buyer as are contemplated herein or reasonably required by Seller to consummate the purchase and sale contemplated herein.

Obligations at Closing. 3.2.1 If the Sellers have complied with their obligations under Clause 4.3, then, at the Closing the following actions shall be taken in the following order: (a) At Closing, Seller each Party shall deliver to Buyer the following: (1) The deeds and all other instruments of conveyance as may be necessary to sella signed written statement, transfer and convey all right, title and interest in and to the Premises to Buyer; (2) A bxxx of sale in substantially the form of Exhibit A attached hereto pursuant Schedule 10 to which the Personal Property shall be transferred to Buyer; (3) Subject to Section 19, a lease assignment and assumption agreement in substantially the form of Exhibit B attached hereto, with respect to the Branch Lease (the “Lease Assignment”); (4) The Assigned Contracts, Required Consents and other written agreements, contracts, leases and other documentation that relate to the Assets and Liabilities and the Safe Deposit Agreements; (5) Written confirmation that the Waiver, Acquiescence and Consent Agreement has been received and remains in full force and effect; (6) Possession of the Loan Files and Loan Documents and the collateral security held by Seller as security for any Loan as provided for in Section 6(c); (7) Certified copies of resolutions of (i) Seller’s board of directors and its sole stockholder, Seller Parent, authorizing the execution and delivery of this Agreement and the transactions set forth in this Agreement and (ii) Seller Parent’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement; (8) Copies , confirming that each of the Records; (9) Such instruments of assumption of Liabilities as are required to effectively assign its respective Warranties remain complete and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, an assignment and assumption agreement in substantially the form set forth on Exhibit C attached hereto with respect to the Liabilities, duly executed by Seller (the “Assignment and Assumption Agreement”); (10) A bring-down of the Schedules of Assets and Liabilities and the Seller Disclosure Schedule; (11) Seller’s resignation as trustee or custodian, as applicable, with respect to each IXX and/or Kxxxx Accounts, which is part of the Deposit Liabilities and designation of Buyer as successor trustee or custodian with respect thereto, as contemplated by Sections 2(c); (12) The certificate of Seller’s President required by Section 8(g); (13) The Draft Closing Statement (which shall have been furnished to Buyer no later than the fifth Business Day prior to the Closing Date); (14) Original or copy of the Branch Lease fully executed by each party thereto; (15) Executed consent of the landlord necessary to assign the Branch Lease to Buyer, subject to Section 19 hereof; (16) An ALTA form of owner policy of title insurance issued by Title Company for the Premises, naming Buyer as insured having an effective date accurate as of the Closing Date, in form and substance in accordance with Section 16(q); (17b) A certification the Sellers shall execute the application form attached as Schedule 12 (Form of non-foreign status meeting Share Transfer Application) (the requirements “Application Form”) to instruct the CDA to transfer the Subject Shares to the Purchaser, together with any other documents, which are necessary for the Purchaser to be registered in the CDA as the owner of Treasury Regulation 1.1445-2(b)(2), duly executed and acknowledged substantially the Subject Shares; (c) the Parties shall execute a written share transfer application notice in the form set out in Schedule 11, instructing the CDA to transfer the Subject Shares to the Purchaser, and inscribe the Purchaser into the Registry of Shareholders as the owner of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)Subject Shares. The Purchaser and the Sellers shall on the Closing Date deliver the Share Transfer Application Notice Agreement to the CDA together with the executed application form; (18d) Cash On Handthe Sellers shall submit the Application Form and the Share Transfer Application Notice Agreement to the CDA and shall procure that the Purchaser becomes registered in the CDA as the owner of the Subject Shares on and as of the Closing Date; (19e) Estimated Payment Amountfollowing the Sellers’ delivery to the Purchaser of the appropriate, if any; (20) A complete set correctly and completely issued CDA form indisputably registering the Purchaser in the CDA as the owner of keys for each Branchthe Subject Shares, including but not limited the Parties shall execute the Closing Transfer Notice in the form attached to keys for safe deposit boxes, vaults and automated teller machines and combinations for all combination locks, appropriately tagged for identification and any vault manuals or specifications with respect to vaults and automated teller machines, together with a schedule listing samethe Escrow Agreement; and (21f) Such other documents as in acknowledgement of the parties may determine are reasonably necessary Parties’ agreement that the Purchaser is released from its Bid Bond on the Closing Date, the Sellers shall deliver to consummate the transactions contemplated hereby. (b) At Purchaser the original of the Bid Bond at the Closing, Buyer will deliver to Seller the following: (1) Certified copies of resolutions of Buyer’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement; (2) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, the Assignment and Assumption Agreement, duly executed by Buyer; (3) The certificate of Buyer’s Chief Executive Officer and President as required by Section 7(f); (4) Evidence of the Regulatory Approvals and the satisfaction of all required conditions of such Regulatory Approvals; (5) Buyer’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IXX and/or Kxxxx Accounts, which are part of the Deposit Liabilities and the assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated by Sections 2(c); (6) the Estimated Payment Amount, if any; and (7) Such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby.

Obligations at Closing. Pursuant to Section 7.1 above, for the consummation of the Transaction, the Parties undertake to comply with the following obligations on the Closing Date: (a) At Closing, Seller The Buyer shall deliver to Buyer pay the following: (1) The deeds and all other instruments of conveyance as may be necessary to sell, transfer and convey all right, title and interest in and Cash Installment to the Premises Sellers according to Buyerthe Equity Interest; (2b) A bxxx of sale The Buyer shall issue the shares corresponding to the Price in substantially the form of Exhibit A attached hereto pursuant to which the Personal Property shall be transferred to BuyerShares; (3c) Subject The Buyer shall, after the issuance of the Withheld Shares, on behalf of the Sellers, encumber them in such a way as to restrict them, in compliance with Section 193.1(c)(ii); (d) The Buyer shall instruct the Guarantor’s book-entry shares agent (AST) to transfer the Released Withheld Shares, a lease assignment if any, and assumption agreement the shares corresponding to the Price in substantially Shares in Demand to the form of Exhibit B attached heretoSellers, according to the Equity Interest, with respect the respective names and addresses of the Sellers and to register such shares in the corresponding register of book-entry shares; (e) The Sellers must sign form W-8BEN (Certificate of Foreign Status) to certify their US non-taxpayer status; (f) The Buyer shall pay [**] the Non-Competition Obligation Consideration, provided for in Section 13.5.1; (g) The Buyer shall pay the amounts provided for in Exhibit 8.2.21, by TXX (wire transfer of immediately available funds) into the checking accounts indicated therein, as compensation to third parties as a result of the implementation of the Transaction; (h) The Parties shall enter into an amendment to the Branch Lease Company’s articles of association providing for (i) the release of the Liens that encumber the Quotas issued by the Company held by [**], [**], [**], [**] and [**]; (ii) the transfer of the Quotas to the Buyer; (iii) the consignment of the resignation of the current statutory officers of the Company; and (iv) the election of new directors by the Buyer, substantially pursuant to Exhibit 7.2(h) (“Lease AssignmentAmendment to the Articles of Association”); (4i) The Assigned ContractsBuyer shall cause the Guarantor and/or the Company, Required Consents as the case may be, to elect [**] and other written agreements, contracts, leases and other documentation that relate [**] for the respective positions in the statutory management according to the Assets draft contracts contained in Exhibit 7.2(i) (the “Terms of Office”), and Liabilities and such Terms of Office governing such engagement shall be signed on the Safe Deposit AgreementsClosing Date by the respective signatory parties; (5j) Written confirmation that The Parties shall execute, together with the Waiverbank elected pursuant to Section 4.4, Acquiescence and Consent Agreement has been received and remains in full force and effectthe Escrow Agreement; (6k) Possession The Sellers shall deliver instruments of resignation of the Loan Files current statutory officers of the Company, duly signed by such officers and Loan Documents by the Company, with a statement of mutual discharge from the managers and the collateral security held by Seller as security for any Loan as provided for in Section 6(cCompany, substantially pursuant to Exhibit 7.2(k); (7l) Certified copies of resolutions of (i) Seller’s board of directors and its sole stockholder, Seller Parent, authorizing the execution and delivery of this Agreement The Parties and the transactions set forth in this Agreement Company shall deliver and (ii) Seller Parent’s board sign a certificate of directors authorizing the execution and delivery of this Agreement and the consummation closing of the transactions set forth in this Agreement; (8) Copies of the Records; (9) Such instruments of assumption of Liabilities as are required Transaction, substantially pursuant to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, an assignment and assumption agreement in substantially the form set forth on Exhibit C attached hereto with respect to the Liabilities, duly executed by Seller (the “Assignment and Assumption Agreement”); (10) A bring-down of the Schedules of Assets and Liabilities and the Seller Disclosure Schedule; (11) Seller’s resignation as trustee or custodian, as applicable, with respect to each IXX and/or Kxxxx Accounts, which is part of the Deposit Liabilities and designation of Buyer as successor trustee or custodian with respect thereto, as contemplated by Sections 2(c); (12) The certificate of Seller’s President required by Section 8(g); (13) The Draft Closing Statement (which shall have been furnished to Buyer no later than the fifth Business Day prior to the Closing Date); (14) Original or copy of the Branch Lease fully executed by each party thereto; (15) Executed consent of the landlord necessary to assign the Branch Lease to Buyer, subject to Section 19 hereof; (16) An ALTA form of owner policy of title insurance issued by Title Company for the Premises, naming Buyer as insured having an effective date as of the Closing Date, in form and substance in accordance with Section 16(q); (17) A certification of non-foreign status meeting the requirements of Treasury Regulation 1.1445-2(b)(27.2(l), duly executed and acknowledged substantially in accompanied by the form of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv); (18) Cash On Hand; (19) Estimated Payment Amountcorresponding supporting documentation, if any; (20m) A complete set The Company shall enter into the SOEDMAR Lease Agreement, pursuant to Exhibit 7.2(m); (n) The Company shall enter into a loan-for-use agreement, an assignment of keys use agreement or any other instrument to be agreed between the Parties for each Branchthe occupation, including but not limited to keys for safe deposit boxesby the Company, vaults and automated teller machines and combinations for all combination locks, appropriately tagged for identification and any vault manuals or specifications with respect to vaults and automated teller machines, together with a schedule listing sameof the rural properties listed in Exhibit 13.2; and (21o) Such other documents The Company shall replace the lease agreements for rural properties described in items 21 and 22 of Exhibit 8.2.17, by the instrument to be defined between the Parties pursuant to Section 7.2(n), observing the restrictions provided for in Law No. 5.709/71. 7.2.1. If the election of [**] and [**] does not take place pursuant to Section 7.2(i) and/or the respective Terms of Office are not signed substantially pursuant to the drafts included in Exhibit 7.2(i), [**] and/or [**], as the parties case may determine be, will be entitled to receive, on the Closing Date, the full amount of their respective compensation that would be due to them, as provided for in the draft Terms of Office that are reasonably necessary not signed, as a liquidated-damages clause arising from the failure to consummate comply with the transactions contemplated hereby. (b) At the Closing, Buyer will deliver to Seller the following: (1) Certified copies of resolutions of Buyer’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement; (2) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to obligation assumed by the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, the Assignment and Assumption Agreement, duly executed by Buyer; (3) The certificate of Buyer’s Chief Executive Officer and President as required by in Section 7(f7.2(i); (4) Evidence of the Regulatory Approvals and the satisfaction of all required conditions of such Regulatory Approvals; (5) Buyer’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IXX and/or Kxxxx Accounts, which are part of the Deposit Liabilities and the assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated by Sections 2(c); (6) the Estimated Payment Amount, if any; and (7) Such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby.

Obligations at Closing. At Closing, unless waived by Buyer, the following: (a) At Seller and Buyer shall execute and deliver this Agreement and execute, acknowledge and deliver one or more Assignment and deliver the Assignment(s) to the Escrow Agent under the Escrow Agreement attached as Exhibit E; and Seller and Buyer shall execute any necessary forms required by any governmental agency in connection with the transfer of ownership of the Properties, which forms shall be jointly prepared by Seller and Buyer, and Buyer shall file the same promptly following Closing (b) Upon fulfillment of the conditions set forth in the Escrow Agreement, Buyer shall cause the Escrow Agent to pay Seller the Purchase Price in immediately available funds by wire transfer in accordance with the attached Escrow Agreement; (c) Seller shall deliver to Buyer exclusive possession of the following: (1) The deeds and all other instruments of conveyance as may be necessary to sell, transfer and convey all right, title and interest in and to the Premises to BuyerProperties; (2) A bxxx of sale in substantially the form of Exhibit A attached hereto pursuant to which the Personal Property shall be transferred to Buyer; (3) Subject to Section 19, a lease assignment and assumption agreement in substantially the form of Exhibit B attached hereto, with respect to the Branch Lease (the “Lease Assignment”); (4) The Assigned Contracts, Required Consents and other written agreements, contracts, leases and other documentation that relate to the Assets and Liabilities and the Safe Deposit Agreements; (5) Written confirmation that the Waiver, Acquiescence and Consent Agreement has been received and remains in full force and effect; (6) Possession of the Loan Files and Loan Documents and the collateral security held by Seller as security for any Loan as provided for in Section 6(c); (7) Certified copies of resolutions of (i) Seller’s board of directors and its sole stockholder, Seller Parent, authorizing the execution and delivery of this Agreement and the transactions set forth in this Agreement and (iid) Seller Parent’s board of directors authorizing the execution shall execute and delivery of this Agreement and the consummation of the transactions set forth in this Agreement; (8) Copies of the Records; (9) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, an assignment and assumption agreement in substantially the form set forth on Exhibit C attached hereto with respect to the Liabilities, duly executed by Seller (the “Assignment and Assumption Agreement”); (10) A bring-down of the Schedules of Assets and Liabilities and the Seller Disclosure Schedule; (11) Seller’s resignation as trustee or custodian, as applicable, with respect to each IXX and/or Kxxxx Accounts, which is part of the Deposit Liabilities and designation of Buyer as successor trustee or custodian with respect thereto, as contemplated by Sections 2(c); (12) The certificate of Seller’s President required by Section 8(g); (13) The Draft Closing Statement (which shall have been furnished deliver to Buyer no later than the fifth Business Day prior to the Closing Date); (14) Original or copy of the Branch Lease fully executed by each party thereto; (15) Executed consent of the landlord necessary to assign the Branch Lease to Buyer, subject to Section 19 hereof; (16) An ALTA form of owner policy of title insurance issued by Title Company for the Premises, naming Buyer as insured having an effective date as of the Closing Date, in form and substance in accordance with Section 16(q); (17) A certification of nona Non-foreign status meeting the requirements of Treasury Regulation 1.1445-2(b)(2), duly executed and acknowledged Foreign Affidavit substantially in the form of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)Exhibit D; (18e) Cash On HandSeller shall furnish Buyer with true and correct copies of resolutions of the Board of Directors of Newark Valley Oil & Gas, Inc., authorizing , Far East Energy Corporation (as the sole shareholder of Newark Valley Oil & Gas, Inc.) to approve the sale of the Properties by Newark Valley Oil & Gas, Inc., under this Agreement; together with an opinion of counsel to Seller in form reasonably satisfactory to Buyer, that Seller has the authority to enter into this Agreement and consummate the transactions contemplated herein; (19f) Estimated Payment AmountSeller shall deliver executed copies of (i) the Termination of Offer to Purchase and Agreement to Reduce Overriding Royalty Interest by and among Gulf Coast Oil and Gas Company, if any; Estate of Xxxxxx Xxxxx, Deceased; and Newark Valley Oil & Gas, Inc., and ratified therein by Zone Exploration, Inc., Xxxx Xxxxxxxx, and Xxxx & Associates, Ltd., dated effective January 24, 2005; and (20ii) A complete set the Termination of keys for each BranchFinder’s Fee Agreement among DMD Investments, including but not limited to keys for safe deposit boxesInc., vaults Far East Energy Corporation and automated teller machines and combinations for all combination locksXxxx & Associates, appropriately tagged for identification and any vault manuals or specifications with respect to vaults and automated teller machines, together with a schedule listing sameLtd.; and (21g) Such Seller and Buyer shall execute such other instruments or documents as the parties either may determine are reasonably necessary to consummate the transactions contemplated herebyrequest. (b) At the Closing, Buyer will deliver to Seller the following: (1) Certified copies of resolutions of Buyer’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement; (2) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, the Assignment and Assumption Agreement, duly executed by Buyer; (3) The certificate of Buyer’s Chief Executive Officer and President as required by Section 7(f); (4) Evidence of the Regulatory Approvals and the satisfaction of all required conditions of such Regulatory Approvals; (5) Buyer’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IXX and/or Kxxxx Accounts, which are part of the Deposit Liabilities and the assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated by Sections 2(c); (6) the Estimated Payment Amount, if any; and (7) Such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby.