Common use of Other Closing Actions and Events Clause in Contracts

Other Closing Actions and Events. At Closing, the following shall also occur: (a) Shareholder and the lead underwriters shall enter into a market standoff (or “lockup”) agreement in substantially the same form as the market standoff agreement entered into by the stockholders and other equity interest holders of the other Combining Companies but in no event for a term longer than twelve (12) months from the Closing Date; (b) F5 Finishes and Shareholder shall enter into an employment agreement substantially in the form of the attached Exhibit C; (c) F5 Finishes and Shareholder shall enter into a noncompetition agreement substantially in the form of the attached Exhibit D; (d) F5 Finishes and Shareholder shall enter into a piggyback registration rights agreement substantially in the form of Exhibit E; (e) the Company and the landlord under each Related Party Facility Lease shall enter into new 15-year triple-net leases of each of the Leased Facilities substantially in the form of the attached Exhibit F; (f) The Shareholder shall obtain from each landlord under a Third Party Facility Lease and deliver at Closing, a consent to the assignment of, and estoppel letter under, each Third Party Facility Lease, in the form reasonably acceptable to F5 Finishes, executed by each landlord thereunder; (g) F5 Finishes, Shareholder and the Escrow Agent shall enter into the Escrow Agreement substantially in the form of the attached Exhibit G; (h) Shareholder shall deliver a signed certificate to F5 Finishes certifying that: (i) Shareholder’s representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, were true and correct as of the date of this Agreement (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date) and are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (ii) Shareholder and the Company have performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by the Company’s board of directors and Shareholder to authorize the Company’s execution, delivery and performance of this Agreement; (i) F5 Finishes shall deliver a certificate, signed by its president or another executive officer, certifying to Shareholder that: (i) F5 Finishes’ representations and warranties in Article 5 were true and correct as of the date of this Agreement and are true and correct on the Closing Date as if made at and as of Closing; (ii) F5 Finishes has performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by F5 Finishes’ board of directors to authorize its execution, delivery and performance of this Agreement; and (j) Shareholder shall deliver all other documents and instruments that F5 Finishes or its counsel reasonably request (for example, (i) a completed IRS Form W-9 from Shareholder and (ii) signature cards to change the signatories on the Company’s bank accounts as F5 Finishes directs); and F5 Finishes shall deliver all other documents and instruments that Shareholder or his counsel reasonably request.

Other Closing Actions and Events. At Closing, the following shall also occur: (a) Shareholder and the lead underwriters landlord the Company shall enter into a market standoff (or “lockup”) agreement in substantially new 15-year Facility Lease for the same form as the market standoff agreement entered into by the stockholders and other equity interest holders of the other Combining Companies but in no event for a term longer than twelve (12) months from the Closing Date; (b) F5 Finishes and Shareholder shall enter into an employment agreement Niagara Facility substantially in the form of the attached Exhibit CA; (c) F5 Finishes and Shareholder shall enter into a noncompetition agreement substantially in the form of the attached Exhibit D; (d) F5 Finishes and Shareholder shall enter into a piggyback registration rights agreement substantially in the form of Exhibit E; (eb) the Company and the landlord under each Related Party Facility Lease shall enter into new 15-year triple-net leases of each of the Leased Facilities substantially in the form of the attached Exhibit F; (f) The Shareholder shall obtain from each landlord under a Third Party Facility Lease and deliver at Closing, a consent to the assignment of, and estoppel letter under, each Third Party Facility Lease, in the form reasonably acceptable to F5 Finishes, executed by each landlord thereunder; (g) F5 Finishes, Shareholder and the Escrow Agent shall enter into the Escrow Agreement substantially in the form of the attached Exhibit G; (h) Shareholder Shareholders shall deliver a signed certificate to F5 Finishes Fenix certifying that: (i) Shareholder’s the Shareholders’ representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, were true and correct as of the date of this Agreement (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date) and are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (ii) Shareholder the Shareholders and the Company have performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by the Company’s board of directors and Shareholder stockholders to authorize the Company’s its execution, delivery and performance of this Agreement; (ic) F5 Finishes Fenix shall deliver a certificate, signed by its president or another executive officer, certifying to Shareholder the Shareholders that: (i) F5 Finishes’ Felix’s representations and warranties in Article 5 were true and correct as of the date of this Agreement and are true and correct on the Closing Date as if made at and as of Closing; (ii) F5 Finishes Fenix has performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by F5 Finishes’ Felix’s board of directors to authorize its execution, delivery and performance of this Agreement; and (jd) Shareholder the Corporate Shareholders and the Shareholders shall deliver all other documents and instruments that F5 Finishes Fenix or its counsel reasonably request (for example, (i) a completed IRS Form W-9 from Shareholder each of the Corporate Shareholders and (ii) signature cards to change the signatories on the Company’s bank accounts as F5 Finishes Fenix directs); and F5 Finishes Fenix shall deliver all other documents and instruments that Shareholder the Corporate Shareholders or his the Shareholders or their counsel reasonably request.

Other Closing Actions and Events. At Closing, the following shall also occur: (a) Shareholder each of the Shareholders and the lead underwriters shall enter into a market standoff (or “lockup”) agreement in substantially the same form as the market standoff agreement entered into by the stockholders and other equity interest holders of the other Combining Companies but in no event for a term longer than twelve (12) months from the Closing Date; (b) F5 Finishes and Shareholder Xxxxxxx Xxxxxx shall enter into an employment agreement substantially in the form of the attached Exhibit CC (for the avoidance of doubt, although Xx. Xxxxxx is the CEO of two Founding Companies, and the parties are planning that he will be the CEO of F5 Finishes, he and F5 Finishes will enter into only one employment agreement); (c) F5 Finishes and each Shareholder shall enter into a noncompetition agreement substantially in the form of the attached Exhibit D; (d) F5 Finishes and Shareholder the Shareholders shall enter into a piggyback registration rights agreement substantially in the form of Exhibit E; (e) the Company and the landlord under each Related Party Facility Lease shall enter into new 15-year triple-net leases of each of the Leased Facilities substantially in the form of the attached Exhibit F, it being understood that the Related Party Facility Lease may be a sub-lease under a Related Party Facility Lease between X. X. Xxxxxx, Inc., one of the Combining Companies, and 6583 LLC which will be entered into under the combination agreement relating to F5 Finishes’ purchase of X. X. Xxxxxx, Inc., which sublease shall be in a form reasonably acceptable to F5 Finishes; (f) The Shareholder Shareholders shall obtain from each landlord under a Third Party Facility Lease and deliver at Closing, a consent to the assignment of, and estoppel letter under, each Third Party Facility Lease, in the form reasonably acceptable to F5 Finishes, executed by each landlord thereunder; (g) F5 Finishes, Shareholder Shareholders and the Escrow Agent shall enter into the Escrow Agreement substantially in the form of the attached Exhibit G; (h) Shareholder the Shareholders shall deliver a signed certificate to F5 Finishes certifying that: (i) Shareholder’s the Shareholders’ representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, were true and correct as of the date of this Agreement (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date) and are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (ii) Shareholder the Shareholders and the Company have performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by the Company’s board of directors and Shareholder shareholders to authorize the Company’s execution, delivery and performance of this Agreement; (i) F5 Finishes shall deliver a certificate, signed by its president or another executive officer, certifying to Shareholder the Shareholders that: (i) F5 Finishes’ representations and warranties in Article 5 were true and correct as of the date of this Agreement and are true and correct on the Closing Date as if made at and as of Closing; (ii) F5 Finishes has performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by F5 Finishes’ board of directors to authorize its execution, delivery and performance of this Agreement; and (j) Shareholder the Shareholders shall deliver all other documents and instruments that F5 Finishes or its counsel reasonably request (for example, (i) a completed IRS Form W-9 from Shareholder each of the Shareholders and (ii) signature cards to change the signatories on the Company’s bank accounts as F5 Finishes directs); and F5 Finishes shall deliver all other documents and instruments that Shareholder the Shareholders or his their counsel reasonably request.

Other Closing Actions and Events. At Closing, the following shall also occur: (a) Each of Shareholder and the lead underwriters Xxxxx Xxxxxxxxxxx shall enter into a market standoff (or “lockup”) agreement with the lead underwriters in substantially the same form as the market standoff agreement entered into by the stockholders and other equity interest holders of the other Combining Companies but in no event for a term longer than twelve (12) months from the Closing Date, provided that F5 Finishes shall use its best efforts to ensure that Shareholder’s lockup agreement shall permit the transfer of F5 Finishes Stock to Xxxxx Xxxxxxxxxxx, contingent on Xx. Xxxxxxxxxxx entering into the lockup agreement described in this paragraph; (b) F5 Finishes and Shareholder shall enter into an employment agreement substantially in the form of the attached Exhibit C; (c) F5 Finishes and Shareholder shall enter into a noncompetition agreement substantially in the form of the attached Exhibit D; (d) F5 Finishes and Shareholder shall enter into a piggyback registration rights agreement substantially in the form of Exhibit E; (e) the Company and the landlord under each Related Party Facility Lease shall enter into new 15-year triple-net leases of each of the Leased Facilities substantially in the form of the attached Exhibit F; (f) The Shareholder shall obtain from each landlord under a Third Party Facility Lease and deliver at Closing, a consent to the assignment of, and estoppel letter under, each Third Party Facility Lease, in the form reasonably acceptable to F5 Finishes, executed by each landlord thereunder; (g) F5 Finishes, Shareholder and the Escrow Agent shall enter into the Escrow Agreement substantially in the form of the attached Exhibit G; (h) Shareholder shall deliver a signed certificate to F5 Finishes certifying that: (i) Shareholder’s representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, were true and correct as of the date of this Agreement (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date) and are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (ii) Shareholder and the Company have performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by the Company’s board of directors and Shareholder to authorize the Company’s execution, delivery and performance of this Agreement; (i) F5 Finishes shall deliver a certificate, signed by its president or another executive officer, certifying to Shareholder that: (i) F5 Finishes’ representations and warranties in Article 5 were true and correct as of the date of this Agreement and are true and correct on the Closing Date as if made at and as of Closing; (ii) F5 Finishes has performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by F5 Finishes’ board of directors to authorize its execution, delivery and performance of this Agreement; (j) Shareholder shall transfer and deliver to F5 Finishes or the Company, as directed by F5 Finishes, all right, title and interest in and to the preferred share of Raffles Insurance Limited that is titled in Shareholder’s name; and (jk) Shareholder shall deliver all other documents and instruments that F5 Finishes or its counsel reasonably request (for example, (i) a completed IRS Form W-9 from Shareholder and (ii) signature cards to change the signatories on the Company’s bank accounts as F5 Finishes directs); and F5 Finishes shall deliver all other documents and instruments that Shareholder or his counsel reasonably request.

Other Closing Actions and Events. At Closing, the following shall also occur: (a) Shareholder each of the Shareholders and the lead underwriters shall enter into a market standoff (or “lockup”) agreement in substantially the same form as the market standoff agreement entered into by the stockholders and other equity interest holders of the other Combining Companies but in no event for a term longer than twelve (12) months 180 days from the Closing Date; (b) F5 Finishes Fenix and Shareholder Xxxxxxx Xxxxxx shall enter into an a five-year employment agreement substantially in the form of the attached Exhibit A; (c) Fenix and Xxxxxxx Xxxxxxx shall enter into a five-year employment agreement substantially in the form of the attached Exhibit B; (d) Fenix and Xxxxx Xxxxxx shall enter into a five-year employment agreement substantially in the form of the attached Exhibit C; (ce) F5 Finishes Fenix and each Shareholder shall enter into a noncompetition agreement agreements substantially in the form of the attached Exhibit D; (df) F5 Finishes Fenix and Shareholder the Shareholders shall enter into a piggyback registration rights agreement substantially in the form of Exhibit E; (eg) the Company and the landlord under each Related Party Facility Lease Don’s Independent Salvage Company, LLC a New York limited liability company, shall enter into a new 15-year triple-net leases of each lease of the Leased Facilities Facility substantially in the form of the attached Exhibit F; (f) The Shareholder shall obtain from each landlord under a Third Party Facility Lease and deliver at Closing, a consent to the assignment of, and estoppel letter under, each Third Party Facility Lease, in the form reasonably acceptable to F5 Finishes, executed by each landlord thereunder; (g) F5 Finishes, Shareholder and the Escrow Agent shall enter into the Escrow Agreement substantially in the form of the attached Exhibit G; (h) Shareholder the Shareholders shall deliver a signed certificate to F5 Finishes Fenix certifying that: (i) Shareholder’s the Shareholders’ representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, were true and correct as of the date of this Agreement (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date) and are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (ii) Shareholder the Shareholders and the Company have performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by the Company’s board of directors and Shareholder shareholders to authorize the Company’s execution, delivery and performance of this Agreement; (i) F5 Finishes Fenix shall deliver a certificate, signed by its president or another executive officer, certifying to Shareholder the Shareholders that: (i) F5 Finishes’ Fenix’s representations and warranties in Article 5 were true and correct as of the date of this Agreement and are true and correct on the Closing Date as if made at and as of Closing; (ii) F5 Finishes Fenix has performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by F5 Finishes’ Fenix’s board of directors to authorize its execution, delivery and performance of this Agreement; and (j) Shareholder the Shareholders shall deliver all other documents and instruments that F5 Finishes Fenix or its counsel reasonably request (for example, (i) a completed IRS Form W-9 from Shareholder each of the Shareholders and (ii) signature cards to change the signatories on the Company’s bank accounts as F5 Finishes Fenix directs); and F5 Finishes Fenix shall deliver all other documents and instruments that Shareholder the Shareholders or his their counsel reasonably request.

Other Closing Actions and Events. At Closing, the following shall also occur: (a) Shareholder each of the Shareholders and the lead underwriters shall enter into a market standoff (or “lockup”) agreement in substantially the same form as the market standoff agreement entered into by the stockholders and other equity interest holders of the other Combining Companies but in no event for a term longer than twelve (12) months from the Closing Date; (b) F5 Finishes and Shareholder Xxxxxx X. Xxxxxx shall enter into an employment agreement substantially in the form of the attached Exhibit C; (c) F5 Finishes and each Shareholder shall enter into a noncompetition agreement substantially in the form of the attached Exhibit D; (d) F5 Finishes and Shareholder the Shareholders shall enter into a piggyback registration rights agreement substantially in the form of Exhibit E; (e) the Company and the landlord under each Related Party Facility Lease shall enter into new 15-year triple-net leases of each of the Leased Facilities substantially in the form of the attached Exhibit F; (f) The Shareholder Shareholders shall obtain from each landlord under a Third Party Facility Lease and deliver at Closing, a consent to the assignment of, and estoppel letter under, each Third Party Facility Lease, in the form reasonably acceptable to F5 Finishes, executed by each landlord thereunder; (g) F5 Finishes, Shareholder Shareholders and the Escrow Agent shall enter into the Escrow Agreement substantially in the form of the attached Exhibit G; (h) Shareholder the Shareholders shall deliver a signed certificate to F5 Finishes certifying that: (i) Shareholder’s the Shareholders’ representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, were true and correct as of the date of this Agreement (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date) and are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (ii) Shareholder the Shareholders and the Company have performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by the Company’s board of directors and Shareholder shareholders to authorize the Company’s execution, delivery and performance of this Agreement; (i) F5 Finishes shall deliver a certificate, signed by its president or another executive officer, certifying to Shareholder the Shareholders that: (i) F5 Finishes’ representations and warranties in Article 5 were true and correct as of the date of this Agreement and are true and correct on the Closing Date as if made at and as of Closing; (ii) F5 Finishes has performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by F5 Finishes’ board of directors to authorize its execution, delivery and performance of this Agreement; and (j) Shareholder the Shareholders shall deliver all other documents and instruments that F5 Finishes or its counsel reasonably request (for example, (i) a completed IRS Form W-9 from Shareholder each of the Shareholders and (ii) signature cards to change the signatories on the Company’s bank accounts as F5 Finishes directs); and F5 Finishes shall deliver all other documents and instruments that Shareholder the Shareholders or his their counsel reasonably request.

Other Closing Actions and Events. At Closing, the following shall also occur: (a) the Shareholder and the lead underwriters shall enter into a market standoff (or “lockup”) agreement in substantially the same form as the market standoff agreement entered into by the stockholders and other equity interest holders of the other Combining Companies but in no event for a term longer than twelve (12) months 180 days from the Closing Date; (b) F5 Finishes Fenix and Shareholder Xxx Xxxxxxx shall enter into an a five-year employment agreement substantially in the form of the attached Exhibit A; (c) Fenix and Xxxx X. Xxxxxxx shall enter into a three-year consulting agreement substantially in the form of the attached Exhibit B; (d) Fenix and Xxxxxxxx Xxxxxxx shall enter into a three-year consulting agreement substantially in the form of the attached Exhibit C; (ce) F5 Finishes Fenix shall offer employment to Xxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx, and Shareholder Xxxxx Xxxxxxx on mutually acceptable terms; (f) Fenix shall enter into a noncompetition finder’s agreement with the Shareholder and with Xxx Xxxxxxx substantially in the form of the attached Exhibit D; (dg) F5 Finishes Fenix and the Shareholder shall enter into noncompetition agreements substantially in the form of the attached Exhibit E; (h) Fenix and the Shareholder shall enter into a piggyback registration rights agreement substantially in the form of Exhibit EF; (ei) the Company and the landlord under each Related Party Facility Lease shall enter into new 15-year triple-net leases of each of the Leased Facilities substantially in the form of the attached Exhibit FG-1, Exhibit G-2, Exhibit G-3, and Exhibit G-4; (fj) The Shareholder Fenix shall obtain from each landlord under a Third Party Facility Lease and deliver at Closing, a consent to assume the assignment of, and estoppel letter under, each Third Party Facility Lease, in existing parking lot lease with the form reasonably acceptable to F5 Finishes, executed by each landlord thereunderTownship; (gk) F5 Finishes, Shareholder and the Escrow Agent Fenix shall enter into agreements to pay retention bonuses to certain key Company employees, as identified and in those amounts set forth in Exhibit H (the Escrow Agreement substantially “Retention Bonuses”), which in the form aggregate will consist of (i) $1,812,500 in cash and (ii) 244,000 shares of Fenix Stock (or if the attached Exhibit GIPO Price is less than $10.00, a number of shares of Fenix Stock equal to the quotient obtained by dividing $2,070,000 by the greater of $9.00 or the IPO Price (rounding any fractional share upwards to a whole share)), which shall be paid by delivery of stock certificates registered in the respective employee’s name; (hl) the Shareholder shall deliver a signed certificate to F5 Finishes Fenix certifying that: (i) the Shareholder’s representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, were true and correct as of the date of this Agreement (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date) and are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (ii) the Shareholder and the Company have performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by the Company’s board of directors and Shareholder the shareholder to authorize the Company’s execution, delivery and performance of this Agreement; (im) F5 Finishes Fenix shall deliver a certificate, signed by its president or another executive officer, certifying to the Shareholder that: (i) F5 Finishes’ Fenix’s representations and warranties in Article 5 were true and correct as of the date of this Agreement and are true and correct on the Closing Date as if made at and as of Closing; (ii) F5 Finishes Fenix has performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by F5 Finishes’ Fenix’s board of directors to authorize its execution, delivery and performance of this Agreement; and (jn) the Shareholder shall deliver all other documents and instruments that F5 Finishes Fenix or its counsel reasonably request (for example, (i) a completed IRS Form W-9 from the Shareholder and (ii) signature cards to change the signatories on the Company’s bank accounts as F5 Finishes Fenix directs); and F5 Finishes Fenix shall deliver all other documents and instruments that the Shareholder or his counsel reasonably request.

Other Closing Actions and Events. At Closing, the following shall also occur: (a) Shareholder each of the Shareholders and the lead underwriters shall enter into a market standoff (or “lockup”) agreement in substantially the same form as the market standoff agreement entered into by the stockholders and other equity interest holders of the other Combining Companies but in no event for a term longer than twelve (12) months 180 days from the Closing Date; (b) F5 Finishes Fenix and Shareholder Xxxxxxx Xxxxxx shall enter into an a five-year employment agreement substantially in the form of the attached Exhibit A; (c) Fenix and Xxxxxxx Xxxxxxx shall enter into a five-year employment agreement substantially in the form of the attached Exhibit B; (d) Fenix and Xxxxx Xxxxxx shall enter into a five-year employment agreement substantially in the form of the attached Exhibit C; (ce) F5 Finishes Fenix and Shareholder Xxxxxx Xxxxxxx, Xx. shall enter into a noncompetition three-year consulting agreement substantially in the form of the attached Exhibit D; (df) F5 Finishes Fenix and Xxxxxxx Xxxxxxx shall enter into a three-year consulting agreement substantially in the form of the attached Exhibit E; (g) Fenix and each Shareholder shall enter into a finder’s agreement substantially in the form of the attached Exhibit F; (h) Fenix and each Shareholder shall enter into noncompetition agreements substantially in the form of the attached Exhibit G; (i) Fenix and the Shareholders shall enter into a piggyback registration rights agreement substantially in the form of Exhibit EH; (ej) the Company and the landlord under each Related Party Facility Lease shall enter into new 15-year triple-net leases of each of the Leased Facilities substantially in the form of the attached Exhibit FI-1 and Exhibit I-2; (fk) The Shareholder shall obtain from each landlord under a Third Party Facility Lease and deliver at Closing, a consent to the assignment of, and estoppel letter under, each Third Party Facility Lease, in the form reasonably acceptable to F5 Finishes, executed by each landlord thereunder; (g) F5 Finishes, Shareholder and the Escrow Agent shall enter into the Escrow Agreement substantially in the form of the attached Exhibit G; (h) Shareholder Shareholders shall deliver a signed certificate to F5 Finishes Fenix certifying that: (i) Shareholder’s the Shareholders’ representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, were true and correct as of the date of this Agreement (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date) and are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (ii) Shareholder the Shareholders and the Company have performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by the Company’s board of directors and Shareholder shareholders to authorize the Company’s execution, delivery and performance of this Agreement; (il) F5 Finishes Fenix shall deliver a certificate, signed by its president or another executive officer, certifying to Shareholder the Shareholders that: (i) F5 Finishes’ Fenix’s representations and warranties in Article 5 were true and correct as of the date of this Agreement and are true and correct on the Closing Date as if made at and as of Closing; (ii) F5 Finishes Fenix has performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by F5 Finishes’ Fenix’s board of directors to authorize its execution, delivery and performance of this Agreement; and (jm) Shareholder the Shareholders shall deliver all other documents and instruments that F5 Finishes Fenix or its counsel reasonably request (for example, (i) a completed IRS Form W-9 from Shareholder each of the Shareholders and (ii) signature cards to change the signatories on the Company’s bank accounts as F5 Finishes Fenix directs); and F5 Finishes Fenix shall deliver all other documents and instruments that Shareholder the Shareholders or his their counsel reasonably request.

Other Closing Actions and Events. At Closing, the following shall also occur: (a) Shareholder each of the Shareholders and the lead underwriters shall enter into a market standoff (or “lockup”) agreement in substantially the same form as the market standoff agreement entered into by the stockholders and other equity interest holders of the other Combining Companies but in no event for a term longer than twelve (12) months 180 days from the Closing Date; (b) F5 Finishes Fenix and Shareholder Xxxx Xxxx shall enter into an a five-year employment agreement substantially in the form of the attached Exhibit A; (c) Fenix and Xxxx Xxxx shall enter into a five-year employment agreement substantially in the form of the attached Exhibit B; (d) Fenix and Xxxxxxx Xxxx shall enter into a three-year consulting agreement substantially in the form of the attached Exhibit C; (ce) F5 Finishes Fenix and each Shareholder shall enter into a noncompetition finder’s agreement substantially in the form of the attached Exhibit D; (df) F5 Finishes Fenix and each Shareholder shall enter into noncompetition agreements substantially in the form of the attached Exhibit E; (g) Fenix and the Shareholders shall enter into a piggyback registration rights agreement substantially in the form of Exhibit EF; (eh) the Company and the landlord under each Related Party Facility Lease shall enter into a new 15-year triple-net leases of each lease of the Leased Facilities substantially in the form of the attached Exhibit F; (f) The Shareholder shall obtain from each landlord under a Third Party Facility Lease and deliver at Closing, a consent to the assignment of, and estoppel letter under, each Third Party Facility Lease, in the form reasonably acceptable to F5 Finishes, executed by each landlord thereunder; (g) F5 Finishes, Shareholder and the Escrow Agent shall enter into the Escrow Agreement substantially in the form of the attached Exhibit G; (hi) Shareholder as required by Section 2.6(a), Fenix, the Shareholders, and the Escrow Agent shall enter into the Escrow Agreement; (j) the Shareholders shall deliver a signed certificate to F5 Finishes Fenix certifying that: (i) Shareholder’s the Shareholders’ representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, were true and correct as of the date of this Agreement (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date) and are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (ii) Shareholder the Shareholders and the Company have performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by the Company’s board of directors and Shareholder shareholders to authorize the Company’s execution, delivery and performance of this Agreement; (ik) F5 Finishes Fenix shall deliver a certificate, signed by its president or another executive officer, certifying to Shareholder the Shareholders that: (i) F5 Finishes’ Fenix’s representations and warranties in Article 5 were true and correct as of the date of this Agreement and are true and correct on the Closing Date as if made at and as of Closing; (ii) F5 Finishes Fenix has performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by F5 Finishes’ Fenix’s board of directors to authorize its execution, delivery and performance of this Agreement; and (jl) Shareholder the Shareholders shall deliver all other documents and instruments that F5 Finishes Fenix or its counsel reasonably request (for example, (i) a completed IRS Form W-9 from Shareholder each of the Shareholders and (ii) signature cards to change the signatories on the Company’s bank accounts as F5 Finishes Fenix directs); and F5 Finishes Fenix shall deliver all other documents and instruments that Shareholder the Shareholders or his their counsel reasonably request.

Other Closing Actions and Events. At Closing, the following shall also occur: (a) Shareholder each of the Shareholders and the lead underwriters shall enter into a market standoff (or “lockup”) agreement in substantially the same form as the market standoff agreement entered into by the stockholders and other equity interest holders of the other Combining Companies but in no event for a term longer than twelve (12) months 180 days from the Closing Date; (b) F5 Finishes Fenix and Shareholder Xxxxx Xxxxxxxx shall enter into an a five-year employment agreement substantially in the form of the attached Exhibit A; (c) Fenix and Xxxx X. Xxxxxxx shall enter into a three-year consulting agreement substantially in the form of the attached Exhibit B; (d) Fenix and Xxxxx Xxxxxxx shall enter into a three-year consulting agreement substantially in the form of the attached Exhibit C; (ce) F5 Finishes Fenix and each Shareholder shall enter into a noncompetition finder’s agreement substantially in the form of the attached Exhibit D; (df) F5 Finishes Fenix and each Shareholder shall enter into noncompetition agreements substantially in the form of the attached Exhibit E; (g) Fenix and the Shareholders shall enter into a piggyback registration rights agreement substantially in the form of Exhibit EF; (eh) the Company and the landlord under each Related Party Facility Lease Beagell Properties, LLC shall enter into new 15-year triple-net leases of each of the Leased Facilities substantially in the form of the attached Exhibit FG-1 and Exhibit G-2; (fi) The Shareholder shall obtain from each landlord under a Third Party Facility Lease and deliver at Closing, a consent to the assignment of, and estoppel letter under, each Third Party Facility Lease, in the form reasonably acceptable to F5 Finishes, executed by each landlord thereunder; (g) F5 Finishes, Shareholder and the Escrow Agent shall enter into the Escrow Agreement substantially in the form of the attached Exhibit G; (h) Shareholder Shareholders shall deliver a signed certificate to F5 Finishes Fenix certifying that: (i) Shareholder’s the Shareholders’ representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, were true and correct as of the date of this Agreement (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date) and are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (ii) Shareholder the Shareholders and the Company have performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by the Company’s board of directors and Shareholder shareholders to authorize the Company’s execution, delivery and performance of this Agreement; (ij) F5 Finishes Fenix shall deliver a certificate, signed by its president or another executive officer, certifying to Shareholder the Shareholders that: (i) F5 Finishes’ Fenix’s representations and warranties in Article 5 were true and correct as of the date of this Agreement and are true and correct on the Closing Date as if made at and as of Closing; (ii) F5 Finishes Fenix has performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by F5 Finishes’ Fenix’s board of directors to authorize its execution, delivery and performance of this Agreement; and (jk) Shareholder the Shareholders shall deliver all other documents and instruments that F5 Finishes Fenix or its counsel reasonably request (for example, (i) a completed IRS Form W-9 from Shareholder each of the Shareholders and (ii) signature cards to change the signatories on the Company’s bank accounts as F5 Finishes Fenix directs); and F5 Finishes Fenix shall deliver all other documents and instruments that Shareholder the Shareholders or his their counsel reasonably request.

Other Closing Actions and Events. At Closing, the following shall also occur: (a) Shareholder each of the Members and the lead underwriters shall enter into a market standoff (or “lockup”) agreement in substantially the same form as the market standoff agreement entered into by the stockholders and other equity interest holders of the other Combining Companies but in no event for a term longer than twelve (12) months 180 days from the Closing Date; (b) F5 Finishes Fenix and Shareholder Xxxxx Xxxxx shall enter into an a five-year employment agreement substantially in the form of the attached Exhibit A; (c) Fenix and Xxxxx Xxxxxx shall enter into a five-year employment agreement substantially in the form of the attached Exhibit B; (d) Fenix and each Member shall enter into a finder’s agreement substantially in the form of the attached Exhibit C; (ce) F5 Finishes Fenix and Shareholder each Member shall enter into a noncompetition agreement agreements substantially in the form of the attached Exhibit D; (df) F5 Finishes Fenix and Shareholder the Shareholders shall enter into a piggyback registration rights agreement substantially in the form of Exhibit E; (eg) the Company and the landlord under each Related Party Facility Lease New Kings, LLC shall enter into a new 15-year triple-net leases of each lease of the Leased Facilities Facility substantially in the form of the attached Exhibit F; (fh) The Shareholder shall obtain from each landlord under a Third Party Facility Lease and deliver at Closing, a consent to the assignment of, and estoppel letter under, each Third Party Facility Lease, in the form reasonably acceptable to F5 Finishes, executed by each landlord thereunder; (g) F5 Finishes, Shareholder and the Escrow Agent Members shall enter into a purchase and option agreement with the Escrow Agreement Company in respect of the Members’ ownership interests in the self-service auto recycling business operated by a Florida limited liability company under the name “GO Pull-It LLC” substantially in the form of the attached Exhibit G; (hi) Shareholder the Members shall deliver a signed certificate to F5 Finishes Fenix certifying that: (i) Shareholder’s the Members’ representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, were true and correct as of the date of this Agreement (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date) and are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (ii) Shareholder the Members and the Company have performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by the Company’s board of directors managers and Shareholder members to authorize the Company’s execution, delivery and performance of this Agreement; (ij) F5 Finishes Fenix shall deliver a certificate, signed by its president or another executive officer, certifying to Shareholder the Members that: (i) F5 Finishes’ Fenix’s representations and warranties in Article 5 were true and correct as of the date of this Agreement and are true and correct on the Closing Date as if made at and as of Closing; (ii) F5 Finishes Fenix has performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by F5 Finishes’ Fenix’s board of directors to authorize its execution, delivery and performance of this Agreement; and (jk) Shareholder the Members shall deliver all other documents and instruments that F5 Finishes Fenix or its counsel reasonably request (for example, (i) a completed IRS Form W-9 from Shareholder each of the Members and (ii) signature cards to change the signatories on the Company’s bank accounts as F5 Finishes Fenix directs); and F5 Finishes Fenix shall deliver all other documents and instruments that Shareholder the Members or his their counsel reasonably request.

Other Closing Actions and Events. At Closing, the following shall also occur: (a) Shareholder and the lead underwriters shall enter into a market standoff (or “lockup”) agreement in substantially the same form as the market standoff agreement entered into by the stockholders and other equity interest holders of the other Combining Companies but in no event for a term longer than twelve (12) months from the Closing Date; (b) F5 Finishes and Shareholder shall enter into an employment agreement substantially in the form of the attached Exhibit C; (c) F5 Finishes and Shareholder shall enter into a noncompetition agreement substantially in the form of the attached Exhibit D; (d) F5 Finishes and Shareholder shall enter into a piggyback registration rights agreement substantially in the form of Exhibit E; (e) the Company and the landlord under each Related Party Facility Lease shall enter into new 15-year triple-net leases of each of the Leased Facilities substantially in the form of the attached Exhibit F; (f) The Shareholder Shareholders shall obtain from each landlord under a Third Party Facility Lease and deliver at Closing, a consent to the assignment of, and estoppel letter under, each Third Party Facility Lease, in the form reasonably acceptable to F5 Finishes, executed by each landlord thereunder; (g) F5 Finishes, Shareholder and the Escrow Agent shall enter into the Escrow Agreement substantially in the form of the attached Exhibit G; (h) Shareholder shall deliver a signed certificate to F5 Finishes certifying that: (i) Shareholder’s representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, were true and correct as of the date of this Agreement (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date) and are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (ii) Shareholder and the Company have performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by the Company’s board of directors and Shareholder to authorize the Company’s execution, delivery and performance of this Agreement; (i) F5 Finishes shall deliver a certificate, signed by its president or another executive officer, certifying to Shareholder that: (i) F5 Finishes’ representations and warranties in Article 5 were true and correct as of the date of this Agreement and are true and correct on the Closing Date as if made at and as of Closing; (ii) F5 Finishes has performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by F5 Finishes’ board of directors to authorize its execution, delivery and performance of this Agreement; and (j) Shareholder shall deliver all other documents and instruments that F5 Finishes or its counsel reasonably request (for example, (i) a completed IRS Form W-9 from Shareholder and (ii) signature cards to change the signatories on the Company’s bank accounts as F5 Finishes directs); and F5 Finishes shall deliver all other documents and instruments that Shareholder or his counsel reasonably request.

Other Closing Actions and Events. At Closing, the following shall also occur: (a) Shareholder each of the Shareholders and the lead underwriters shall enter into a market standoff (or “lockup”) agreement in substantially the same form as the market standoff agreement entered into by the stockholders and other equity interest holders of the other Combining Companies but in no event for a term longer than twelve (12) months 180 days from the Closing Date; (b) F5 Finishes Fenix and Shareholder Xxxxx Xxxxx shall enter into a five-year employment agreement substantially in the form of the attached Exhibit A; (c) Fenix and Xxxxxxx Xxxxx shall enter into a five-year employment agreement substantially in the form of the attached Exhibit B; (d) Fenix shall assume Xxxxx Xxxxx’x current employment agreement with the Company, and Fenix and Xxxxx Xxxxx shall enter into an employment amendment of the agreement substantially in the form of the attached Exhibit C; (ce) F5 Finishes Fenix and each Shareholder shall enter into a noncompetition agreement agreements substantially in the form of the attached Exhibit D; (df) F5 Finishes Fenix and Shareholder the Shareholders (or their designee) shall enter into a reimbursement agreement substantially in the form of the attached Exhibit E, pursuant to which Fenix will fund up to $2,415,000 in new building construction, improvements, equipment, furniture and fixtures upon submission of appropriate supporting documentation of the construction costs to be reimbursed; and with respect to the foregoing the Parties acknowledge that a portion of such construction will not be completed until later in 2014 following Closing; (g) Fenix and the Shareholders shall enter into a piggyback registration rights agreement substantially in the form of Exhibit EF; (eh) the Company and the landlord under each Related Party Facility Lease shall enter into a new 15-year triple-net leases of each lease of the Leased Facilities substantially in the form of the attached Exhibit F; (f) The Shareholder shall obtain from each landlord under a Third Party Facility Lease and deliver at Closing, a consent to the assignment of, and estoppel letter under, each Third Party Facility Lease, in the form reasonably acceptable to F5 Finishes, executed by each landlord thereunder; (g) F5 Finishes, Shareholder and the Escrow Agent shall enter into the Escrow Agreement substantially in the form of the attached Exhibit G; (hi) Shareholder the Shareholders shall deliver a signed certificate to F5 Finishes Fenix certifying that: (i) Shareholder’s the Shareholders’ representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, were true and correct as of the date of this Agreement (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date) and are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (ii) Shareholder the Shareholders and the Company have performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by the Company’s board of directors and Shareholder shareholders to authorize the Company’s execution, delivery and performance of this Agreement; (ij) F5 Finishes Fenix shall deliver a certificate, signed by its president or another executive officer, certifying to Shareholder the Shareholders that: (i) F5 Finishes’ Fenix’s representations and warranties in Article 5 were true and correct as of the date of this Agreement and are true and correct on the Closing Date as if made at and as of Closing; (ii) F5 Finishes Fenix has performed, complied with or satisfied in all material respects all of the obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (iii) resolutions in the form attached to the certificate were duly adopted by F5 Finishes’ Fenix’s board of directors to authorize its execution, delivery and performance of this Agreement; and (jk) Shareholder the Shareholders shall deliver all other documents and instruments that F5 Finishes Fenix or its counsel reasonably request (for example, (i) a completed IRS Form W-9 from Shareholder each of the Shareholders and (ii) signature cards to change the signatories on the Company’s bank accounts as F5 Finishes Fenix directs); and F5 Finishes Fenix shall deliver all other documents and instruments that Shareholder the Shareholders or his their counsel reasonably request.