Common use of Purchaser’s Deliveries Clause in Contracts

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated hereby.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.2Sections 6.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (ai) an amount equal to Payment of the sum of One Million Seventy-Five Thousand Dollars Purchase Price as required under Section 3.3(a) hereof. ($1,075,000ii) An assumption agreement, duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller;under which Purchaser assumes those Assumed Liabilities described in Section 2.2 hereof. (biii) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an An incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser;. (iiv) a A certified copy of resolutions of Purchaser's board Board of directorsDirectors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (jv) a A closing certificate executed by an executive officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller Purchaser in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser;. (kvi) Such other documents from Purchaser as may reasonably be required in order to effectuate the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; transactions contemplated (li) IRS Forms 8594, in the form annexed hereto as Exhibit D. hereby and (mii) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebyPurchaser's Ancillary Documents.

Purchaser’s Deliveries. Subject to On the fulfillment or waiver of the conditions set forth in Section 7.2Closing Date, Purchaser shall execute and/or shall, upon compliance by Seller with its obligations under this Agreement prior to or on the Closing Date, deliver to Seller at the Closing all each of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerAdjusted Closing Balance; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery Assignment and Assumption of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III Leases in the form annexed hereto as Exhibit E H duly executed by Purchaser; (c) an Assignment and Assumption of Service Contracts in the "Employment Agreement")form attached hereto as Exhibit I, duly executed by Purchaser; (d) a General Assignment and Assumption of Seller’s rights in all assignable licenses, equipment warranties and guaranties, if any, in the form attached hereto as Exhibit J, duly executed by Purchaser; (e) an Assignment and Assumption of Brokerage Agreements in the form attached hereto as Exhibit K, duly executed by Purchaser; (f) a certified copy partial Assignment and Assumption of the Sewer and Water Agreement in the form attached hereto as Exhibit L, duly executed by Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate any tax information regarding Purchaser that the Settlement Agent (as that term is used in Section 6045 of good standing of Purchaser, issued not earlier than ten (10the IRC) days prior is required to report to the Closing Date by Internal Revenue Service pursuant to the Secretary of State of New YorkIRC; (h) an incumbency and specimen signature certificate with respect to such other reasonable documents, including appropriate resolutions of Purchaser, authorizing the officers of Purchaser executing transaction contemplated by this Agreement and Purchaser's Ancillary Documents on behalf of Purchaserauthorizing Purchaser to consummate the transaction contemplated by this Agreement; (i) a certified copy of resolutions of the Settlement Statement, duly executed by Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant the Assumption Documents to which Purchaser represents and warrants to Seller that Purchaser's or its Affiliates are a party, duly signed by Purchaser and/or its Affiliates, as applicable; and (k) a certification restating the representations and warranties to Seller contained in Section 7.03 hereof and certifying that they are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated hereby.

Purchaser’s Deliveries. Subject At the Closing, the ERC Shareholders shall receive from Purchaser the following and Purchaser shall cause the same to be delivered to the fulfillment or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the followingERC Shareholders: (a) an amount equal to the sum Merger Consideration in accordance with the provisions of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerSection 1.3 hereof; (b) Certificate of good standing from the NoteSecretary of State of the State of Florida (in the case of Purchaser) and the Secretary of State of the State of Delaware (in the case of Acquisition Corp.) stating that Purchaser and Acquisition Corp are each validly existing corporations in good standing; (c) A certificate, dated as of the Closing, signed by an amount equal officer of Purchaser to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to effect that the order of Sellerconditions specified in Section 6.1(a) and (b) above have been satisfied in all material respects; (d) an amount equal to the face value Copies of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (i) a certified copy of duly adopted resolutions of Purchaser's board Board of directors, authorizing Directors and Acquisition Corp.'s shareholders and Board of Directors approving the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documentsthe Related Agreements, certified by their respective Secretaries; (je) a closing certificate The Stockholders' Agreement and the Employment Agreement each executed by an officer Purchaser. (f) A true, correct and complete copy of the Articles of Incorporation, as amended, of each of Purchaser (and Acquisition Corp., certified by the Secretary of State of its state of incorporation or any other officer formation, and a true, correct and complete copy of the Bylaws, certified by the secretary of Purchaser specifically and Acquisition Corp. (g) A certificate of the secretary of Purchaser and Acquisition Corp. certifying (i) the resolutions referred to in clause (d) above, (ii) the By-laws of Purchaser and Acquisition Corp., and (iii) the names and signatures of the officers of Purchaser and Acquisition Corp. authorized to do so), sign this Agreement and each certificate or other document delivered on their behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated hereby.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000set forth in Section 3.2(b) plus the amount necessary to reimburse Seller for the environmental testing pursuant to Section 6.2(a), by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (b) the Reliable Note and, subject to the provisions of Section 7.2(h), the Shukla Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III Xxxxxxxx Xxxxxx in the form annexed hereto as Exhibit E C (the "Employment Agreement"); (fd) written authorization to the Escrow Agent to pay the Deposit to Seller; (e) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (gf) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (hg) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (ih) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (ji) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller Purchaser in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (kj) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F D attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (mk) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated hereby; and (l) the Mortgage and the Security Interest.

Purchaser’s Deliveries. Subject At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents to the fulfillment or waiver Sellers, with each such document to be effective as of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller6.2 have been fulfilled; (b) an assignment and assumption of the NoteRetail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election); (c) an amount equal to the Inventory Amount Assignment and Assumption Agreement, duly executed by wire transfer to such account as Seller shall designate by written notice delivered to the Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal assignment of intangible property to transfer the Purchased Assets which are intangible property to the face value Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) an assignment of each of the employment agreement between transferable Permits in favor of the Purchaser and Xxxxx X. Xxxxxor its designee, III in duly executed by the form annexed hereto as Exhibit E (the "Employment Agreement")Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) a certified copy the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of Purchaser's Certificate of Incorporation and Bylawsimmediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) a certificate evidence that the Purchaser has obtained the approval of good standing its Board of PurchaserDirectors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, issued not earlier than ten (10) days prior in each case to the Closing Date by the Secretary of State of New Yorkextent such approval required; (h) an incumbency and specimen signature certificate with respect to a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser;DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (all other documents which are required or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or Sellers have reasonably requested before the Closing Date, to give effect to the extent not waived transactions contemplated by Seller in writingthis Agreement, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at including the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as proper assumption of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation Assumed Liabilities by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebyPurchaser.

Purchaser’s Deliveries. Subject to the fulfillment or written waiver of the conditions set forth in Section 7.26.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerCash Portion; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy copies of Purchaser's Certificate of Incorporation and BylawsBy-laws; (gc) a certificate certificates of good standing of PurchaserPurchaser , issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New YorkDelaware; (hd) an incumbency and specimen signature certificate certificates with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (ie) a certified copy of resolutions of each of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (jf) a closing certificate executed by an officer the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, respect specifying the respect in which the same is untrue), that all obligations or covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived in writing by Seller in writingSeller, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (kg) such other documents from Purchaser as may reasonably be required in order to effectuate the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; transactions contemplated (li) IRS Forms 8594, in the form annexed hereto as Exhibit D. hereby and (mii) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebyPurchaser's Ancillary Documents.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.25.2, Purchaser shall execute and/or deliver to Seller at the Closing all Sellers each of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerEstimated Closing Payment; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate ’s governing documents issued by the secretary of Incorporation and Bylawsstate of Purchaser’s state of organization; (gc) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary secretary of State state of New YorkPurchaser’s state of organization; (hd) an a certificate of the secretary of Purchaser certifying as true and correct the following: (1) the incumbency and specimen signature certificate with respect to the officers (or facsimile thereof) of each officer of Purchaser executing this Agreement and Purchaser's Ancillary Documents any other document delivered hereunder on behalf of Purchaser; ; (i2) a certified copy of Purchaser’s by-laws or other governing documents; and (3) a copy of the resolutions of Purchaser's board of directors, ’s governing body authorizing the transactions contemplated by this Agreement and the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documentsany other documents delivered by Purchaser hereunder; (je) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller effect that the conditions set forth in writing, Sections 5.1(a) and 5.1(b) have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed)satisfied, and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers persons; (f) the Escrow Agreement, duly executed on behalf of Purchaser; (kg) amendments to the written opinion current employment agreements between the Company and each of XxXxxxxxxx & XxxxxXxxx Xxxx and Xxxxxxx Xxxxxx, LLPwith compensation terms as set forth in Exhibit B attached hereto, counsel and otherwise in form and substance reasonably satisfactory to Purchaserthe parties (each, addressed to Selleran “Employment Agreement Amendment” and collectively, dated as the “Employment Agreement Amendments”), each executed on behalf of the Closing Date, in substantially the form of Exhibit F attached heretoCompany; (lh) IRS Forms 8594a consulting agreement between the Company and Xxxx Xxxx (or if Purchaser shall so elect, between Purchaser and Xxxx Xxxx), in form and substance satisfactory to the form annexed hereto as Exhibit D.parties thereto, duly executed by the Company (the “Consulting Agreement”); (mi) a license agreement permitting certain Affiliates of GHI to use certain intellectual property of the Company, in form and substance satisfactory to GHI and Purchaser (the “License Agreement”), duly executed on behalf of the Company; and (j) without limitation by the specific enumeration of the foregoing, all other documents reasonably required from Purchaser to consummate the transaction transactions contemplated hereby.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.26.2, at Closing Purchaser shall pay the Purchase Price to Seller, and shall execute and/or and deliver or cause to be executed and delivered to Seller at the Closing all of the following: (a) an amount equal a closing certificate executed by the Secretary or Assistant Secretary of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer Purchaser certifies and attaches to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; certificate (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (fi) a certified true, correct, and complete copy of Purchaser's Certificate of Incorporation and Bylaws; ’s Organizational Documents, each as amended to the Closing Date, (gii) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; Delaware, (hiii) an the incumbency and specimen signature certificate signatures with respect to the officers of Purchaser executing this Agreement and Purchaser's ’s Ancillary Documents on behalf of Purchaser; , and (iiv) a certified copy of the true, correct, and complete resolutions of the Board of Managers of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's ’s Ancillary Documents; (jb) a closing certificate executed by an officer the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's ’s representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (kc) the written opinion Bxxx of XxXxxxxxxx & XxxxxSale, LLPAssignment and Assumption Agreement, counsel to duly executed by Purchaser; (d) the Landlord’s Consent and Estoppel, duly executed by Purchaser, addressed with respect to the Leased Premises in substantially the form attached hereto as Exhibit C (the “Landlord’s Consent”); (e) a Customer Contract Assignment, Consent and Confirmation, duly executed by Purchaser, with respect to each MCTM Customer Contract and each Web Hosting Agreement in substantially the form attached hereto as Exhibit D (the “Customer Contract Assignments”), as applicable for each such customer; (f) a release and acknowledgement related to Seller’s prior ownership of equity in Purchaser, dated as of duly executed by RHC; (g) a software license agreement (the Closing Date“Albuquerque Software License Agreement”), a Royal services agreement (the “Royal Services Agreement”) and a Quovadx services agreement (“the “Quovadx Services Agreement”), each duly executed by Purchaser, in substantially the form of Exhibit F forms attached hereto;hereto as Exhibits F, G and H, respectively (the “Transition Agreements”); and (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (mh) without limitation by the specific enumeration of the foregoing, all any other documents required from Purchaser to consummate the transaction contemplated herebygive further effect to Purchaser’s agreements as set forth herein.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the ---------------------- conditions set forth in Section 7.27.2 of this Agreement, Purchaser shall execute and/or deliver to Seller at the Closing Sellers all of the following: (a) an amount equal to the sum portion of One Million Seventy-Five Thousand Dollars ($1,075,000) the Purchase Price payable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to draft, in immediately available funds, at the order of SellerClosing; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and BylawsBy-laws; (gc) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New YorkDelaware; (hd) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (ie) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (jf) a closing certificate executed by an officer the Chief Executive Officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller Sellers that Purchaser's representations and warranties to Seller Sellers are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller Sellers in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (g) an assumption agreement, duly executed by Purchaser, under which Purchaser assumes the Assumed Liabilities and all other liabilities to be assumed by Purchaser pursuant to Article III and Section 2.1 of this Agreement and indemnify Sellers and hold Sellers harmless from and against any and all such liabilities assumed by Purchaser; (h) an opinion from Purchaser's counsel, in the form appended to this Agreement as Exhibit E; (i) separate non-competition agreements between Purchaser and each of the six individuals named as Guarantors hereunder, in substantially the forms attached hereto as Exhibits D-1 through D-6, and as described in Section 3.5 hereof; (j) separate consulting agreements between Purchaser and each of the four individuals, and under the terms and conditions, specified in Section 9.11 hereof and in substantially the forms attached hereto as Exhibits K-1 through K-4; (k) a certificate duly executed by the written opinion Chief Financial Officer of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, stating that there has been no material change in substantially the form information disclosed in Section 5.1(f) of Exhibit F attached heretothe Disclosure Schedule which would have a material adverse effect on the Purchaser; (l) IRS Forms 8594, a true and complete copy of the owner's title insurance policy described in the form annexed hereto as Exhibit D.Section 7.2(f) of this Agreement; and, (m) without limitation by the specific enumeration of the foregoingan amendment to The Xxxxxx Sun Pension Plan, and all other related documents, duly executed by Purchaser, pursuant to which Purchaser shall be substituted for Sellers as the "Employer" under such Plan and all documents required from duly executed by Purchaser as may be necessary or appropriate to consummate Purchaser's succeeding to all of Sellers' rights, duties and obligations (other than Tax liabilities of Sellers described in Section 4.2(d) of this Agreement) with respect to the transaction contemplated herebyXxxxxx Sun Funded Group Life Insurance Plan, if Purchaser elects to do so in the manner described in Section 2.1(d) of this Agreement.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.2Purchaser and/or Merger Sub, Purchaser as applicable, shall execute and/or deliver to Seller at the Closing Stockholders' Committee all of the following: (a) an amount equal to 6.2.1 the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerNet Closing Amount; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a 6.2.2 certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy copies of Purchaser's Certificate and Merger Sub's certificate or articles of Incorporation and Bylawsincorporation issued by the secretaries of state of Purchaser's or Merger Sub's respective state of incorporation; (g) a certificate 6.2.3 certificates of good standing of PurchaserPurchaser and Merger Sub, issued not earlier than ten (10) days prior to the Closing Date by the Secretary secretaries of State state of New YorkPurchaser's or Merger Sub's respective state of incorporation; 6.2.4 a certificate of the secretary of Purchaser and Merger Sub certifying as true and correct the following: (ha) an the incumbency and specimen signature certificate with respect to the officers of each officer of Purchaser and Merger Sub executing this Agreement and Purchaser's Ancillary Documents any other document delivered hereunder on behalf of Purchaser; ; (ib) a certified copy of Purchaser's and Merger Sub's by-laws; and (c) a copy of the resolutions of Purchaser's and Merger Sub's board of directors, directors authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documentsany other documents delivered by Purchaser hereunder; (j) 6.2.5 a closing certificate executed by an officer the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents certifies to the Company and warrants to Seller that the Principal Stockholders that: (a) Purchaser's representations and warranties to Seller the Company and the Principal Stockholders are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that ; (b) all covenants required by the terms hereof to be performed by Purchaser or Merger Sub on or before the Closing Date, to the extent not waived by Seller the Company in writing, have been so performed (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), ; and that (c) all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) 6.2.6 the Escrow Agreement; 6.2.7 the Certificate of Merger; 6.2.8 the written opinion of XxXxxxxxxx & XxxxxGreenberg Traurig, LLP, counsel to for Purchaser, addressed to Seller, dated as of the Closing DateClosixx Xxxx, in substantially form and substance reasonably satisfactory to the form of Exhibit F attached hereto;Company; and (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) 6.2.9 without limitation by the specific enumeration of the foregoing, all other documents reasonably required from Purchaser to consummate the transaction transactions contemplated hereby.

Purchaser’s Deliveries. Subject At or prior to the fulfillment or waiver of the conditions set forth in Section 7.2Closing, Purchaser shall execute and/or deposit the Stock Consideration and the Deposited Cash Consideration with the Escrow Agent as provided for in Section 2(b) herein and shall deliver the following to Seller at the Closing all of the followingSeller: (ai) an amount equal to the sum of One Million Seventy-Five Hundred Ten Thousand Dollars ($1,075,000510,000.00) shall be delivered to Seller by wire transfer pursuant to such account as Seller shall designate wire instructions provided by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (bii) Four (4) originals of the NoteEscrow Agreement in the form of Exhibit A annexed hereto, duly executed by Purchaser; (ciii) an amount equal to Four (4) original of the Inventory Amount Assignment and Assumption Agreement in the form of Exhibit C annexed hereto, duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (div) an amount equal Four (4) originals of a fully executed License from Purchaser to the face value Realty Information Systems Co. to use fiber constituting a portion of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III Sale Assets in the form annexed hereto as Exhibit E (the "Employment Agreement");E. (fv) a certified copy A Secretary’s Certificate dated as of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date and signed by the Secretary of State of New York; Purchaser: (hA) an incumbency and specimen signature certificate with respect attesting to the officers incumbency of Purchaser executing each person who shall execute this Agreement and Purchaser's Ancillary Documents on behalf any other agreement entered into in connection with this Agreement to which Purchaser is a party; (B) certifying that attached thereto is a true and complete copy of the Certificate of Incorporation of the Purchaser as in effect as of the Closing Date; and (C) certifying that attached thereto is a true and complete copy of Purchaser;’s Bylaws as in effect as of the Closing Date. (ivi) a certified copy Written resolutions or the requisite approvals of resolutions of Purchaser's the board of directorsdirectors of the Purchaser and the shareholders of the Purchaser, in form and substance reasonably satisfactory to Seller, authorizing the execution, delivery and performance by Purchaser of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant agreement executed in connection with this Agreement to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are is a party, which copy shall be certified by the appropriate officer of the Purchaser as being the true and correct as copies of such approvals. (vii) Written resolutions or the requisite approvals of the Closing Date as if then originally made (orboard of directors of Telkonet, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), form and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed substance reasonably satisfactory to Seller, dated as authorizing the issuance of the Closing DateShares and the execution, in substantially the form delivery and performance by Telkonet of Exhibit F attached hereto; (l) IRS Forms 8594its obligations under this Agreement, in the form annexed hereto as Exhibit D. (m) without limitation which copy shall be certified by the specific enumeration appropriate officer of Telkonet as being the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebytrue and correct copies of such approvals.

Purchaser’s Deliveries. Subject to At or before the fulfillment or waiver of the conditions set forth in Section 7.2Closing, Purchaser and Parent shall execute and/or deliver to Seller at the Closing all of the followingSeller, duly executed and acknowledged where required: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerThe Assignment and Assumption Agreement; (b) The Lease Assignments and such other instruments and documents as any landlord under a Lease may reasonably require as necessary or desirable for providing for the Noteassumption by Purchaser of such Lease, each such instrument and document in the form and substance reasonably satisfactory to Seller and Purchaser and dated as of the Closing Date; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerThe Shared Space Agreement Assignments; (d) an amount equal to Officer’s Certificates in substantially the face value form of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerExhibit H; (e) the employment agreement between An opinion of counsel of Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to SellerParent, dated as of the Closing Date, in substantially the form and substance reasonably satisfactory to Seller, to the effect that: (i) each of Exhibit F attached heretoPurchaser and Parent is validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; (ii) each of Purchaser and Parent has duly and validly authorized, executed and delivered this Agreement; and (iii) assuming due authorization, execution and delivery by Seller, this Agreement constitutes Purchaser’s and Parent’s legal, valid and binding obligation, enforceable against Purchaser and Parent in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors’ rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies of the waiver of rights or remedies; (lf) IRS Forms 8594Certified copy of the resolutions adopted by Purchaser’s Board of Directors, in approving the form annexed hereto as Exhibit D.Agreement and the transactions contemplated thereby; (mg) without limitation by the specific enumeration of the foregoing, all The SBA Consents; and (h) Such other documents required from Purchaser as are necessary to consummate effect the transaction transactions contemplated herebyhereby as Seller shall reasonably request.

Purchaser’s Deliveries. Subject to At or before the fulfillment or waiver of the conditions set forth in Section 7.2Closing, Purchaser and Parent shall execute and/or deliver to Seller at the Closing all of the followingSeller, duly executed and acknowledged where required: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerThe Assignment and Assumption Agreement; (b) Purchaser’s acceptance of its appointment as of the Noteclose of business on the Closing Date as successor trustee or custodian, as applicable, with respect to each XXX, Xxxxx Plan and Employee Pension Plan included in the Deposit Liabilities and its assumption of the fiduciary obligations of the trustee or custodian with respect thereto; (c) an amount equal to The Lease Assignments and such other instruments and documents as any landlord under a Branch Lease may reasonably require as necessary or desirable for providing for the Inventory Amount assumption by wire transfer to Purchaser of such account as Seller shall designate by written notice delivered to PurchaserBranch Lease, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to each such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser instrument and Xxxxx X. Xxxxx, III document in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants substance reasonably satisfactory to Seller that Purchaser's representations and warranties to Seller are true Purchaser and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, ; (d) An Officer’s Certificate in substantially the form of Exhibit F attached heretoG; (le) IRS Forms 8594An opinion of counsel of Purchaser and Parent, dated the Closing Date, in the form annexed hereto and substance reasonably satisfactory to Seller, to the effect that (i) each of Purchaser and Parent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (ii) this Agreement has been duly and validly authorized, executed and delivered by each of Purchaser and Parent, and (assuming due authorization, execution and delivery by Seller) is a legal, valid and binding obligation of each of Purchaser and Parent, enforceable against Purchaser and Parent in accordance with its terms, except as Exhibit D.enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors’ rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies of the waiver of rights or remedies; (mf) without limitation by the specific enumeration of the foregoing, all The SBA Consents; and (g) Such other documents required from Purchaser as are necessary to consummate effect the transaction transactions contemplated herebyhereby as Seller shall reasonably request.

Purchaser’s Deliveries. Subject At the Closing (except where noted otherwise), subject to the fulfillment terms and conditions hereof, each Purchaser will deliver, or waiver will cause to be delivered, to the Seller: (i) The Purchase Price for the Purchased Units to be purchased by such Purchaser by wire transfer of immediately available funds to an account designated by Seller; provided, however, that any Purchaser may, in lieu of such wire transfer, deliver a check to the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order Seller in the amount of Sellerthe Purchase Price for the Purchased Units to be purchased by such Purchaser; (bii) A Subscription Agreement, in the Noteform of Exhibit B attached hereto, to be executed by each Purchaser and delivered to the Seller within fourteen (14) days of the date hereof, containing representations that confirm such Purchaser’s status as an accredited investor; (ciii) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to PurchaserA Power of Attorney, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as of Exhibit E C attached hereto, to be executed by each Purchaser and delivered to the Seller within fourteen (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (1014) days prior of the date hereof, authorizing the Investment Advisor to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing sign this Agreement and Purchaser's Ancillary any other applicable Basic Documents on behalf of such Purchaser; (iiv) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by An Application For Admission as an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing DateAdditional Limited Partner, in substantially the form of Exhibit F D attached hereto;, to be executed by each Purchaser and delivered to the Seller within fourteen (14) days of the date hereof, containing, among other things, a request by such Purchaser to be admitted as an additional limited partner of Partners; and (lv) IRS Forms 8594No later than 5:00 p.m., in Central Standard Time, on Monday, June 16, 2003, Xxxxxxx Xxxxxx (or such other custodian designated by Purchaser) account information and a completed copy of Schedule A attached hereto, each sufficient to enable Seller to make the form annexed hereto as Exhibit D. (mdelivery required pursuant to Section 2.04(a)(i) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebyabove.

Purchaser’s Deliveries. Subject On or before the Closing Date or such other date as provided for below, the Purchaser shall deliver to the fulfillment Vendor or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the followingsuch other Party specified below: (a) an satisfaction of the Purchase Price to the Vendor as contemplated by Section 2.07 by means of: (i) payment of all amounts owing under the Receiver’s Charge by wire transfer or certified funds to the Vendor; (ii) delivery of the Receiver Borrowing Certificates to the Vendor for cancellation; (iii) delivery of evidence, satisfactory to the Vendor, of the payment of or arrangements to pay or assume all Priority Claims; (iv) delivery of a release and waiver of the Debtors under the loan agreements and security relating to the Indebtedness in the aggregate amount equal to the sum amount of One Million Seventy-Five Thousand Dollars the Indebtedness owing from each Debtor other than SEC; ($1,075,000v) the Assignment and Assumption Agreement executed by wire transfer to such account the Purchaser or Designated Purchaser as Seller shall designate by written notice delivered to Purchaser, or by delivery applicable; and (vi) paying the relevant counterparties under the Assigned Contracts any amounts owing for Cure Costs and providing evidence of a certified check or bank check payable same to the order of SellerVendor; (b) the Noteamount of all Taxes (including Transfer Taxes) payable in respect of the transaction contemplated by this Agreement by way of certified cheque or bank draft drawn on a Schedule 1 Canadian chartered bank; (c) an amount equal to if available, the Inventory Amount tax election as contemplated by wire transfer to such account as Seller shall designate Section 2.11(a) executed by written notice delivered to the Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to if available, the face value of tax election as contemplated by Section 2.11(b) executed by the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable if the information necessary to complete such election is available at the order of SellerClosing Time; (e) if available, the employment agreement between Purchaser and Xxxxx X. Xxxxxtax election as contemplated by Section 2.11(c) executed by the Purchaser, III in if the form annexed hereto as Exhibit E (information necessary to complete such election is available at the "Employment Agreement");Closing Time (f) a certified copy certificate executed by the Purchaser confirming that the representations and warranties of Purchaser's Certificate the Purchaser in this Agreement are true and correct in all material respects as of Incorporation the Closing Time and Bylawsthat the obligations of the Vendor to be performed prior to the Closing Time have been performed in all material respects; (g) a certificate of good standing of if there are Designated Purchasers, then Agreements in the form set out in Schedule 2.10 from each such Designated Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to a bill of sale or Local Sale Agreements, duly executed by the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser;, or Designated Purchasers, if necessary; and (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any such other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct documents as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required may be reasonably requested by the terms hereof Vendor’s solicitors to be performed by Purchaser on or before the Closing Date, give effect to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebythis Agreement.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on On or before the Closing Date, Purchaser shall deliver to Sovereign (or in the extent not waived by Seller in writingcase of subsection (i) below, have been so performed to FNB and/or to Sovereign, as the case may be): (or, if any such covenant has not been performed, indicating that such covenant has not been performed), a) The Assignment and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of PurchaserAssumption Agreement; (kb) Purchaser's acceptance of its appointment as of the written close of business on the Closing Date as successor trustee or custodian, as applicable, of the XXX, Xxxxx Plan and Employee Pension Plan deposit accounts included in the Deposit Liabilities and its assumption of the fiduciary obligations of the trustee or custodian with respect thereto; (c) [Reserved]; (d) An Officer's Certificate in substantially the form of EXHIBIT N to the Fleet/Sovereign P&A Agreement; (e) An opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Sellerof Purchaser and Independent, dated as of the Closing Date, in substantially the form and substance reasonably satisfactory to Sovereign, to the effect that (i) each of Exhibit F attached heretoPurchaser and Independent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (ii) this Agreement has been duly and validly authorized, executed and delivered by each of Purchaser and Independent, and (assuming due authorization, execution and delivery by Sovereign) is a legal, valid and binding obligation of each of Purchaser and Independent, enforceable against Purchaser and Independent in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors' rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or remedies; (lf) IRS Forms 8594, in the form annexed hereto as Exhibit D.The Purchaser's Letter of Credit; (mg) without limitation by The Collateral Agency Agreement and the specific enumeration of the foregoing, all Collateral Assignment Instruments; (h) The SBA Consents; and (i) Such other documents required from Purchaser as are necessary to consummate effect the transaction transactions contemplated herebyhereby as Sovereign or FNB shall reasonably request.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver have delivered to Seller at the Closing all of the followingVendor, Parent and Tanknology-USA: (a) an amount equal to each of the sum of One Million SeventyTanknology Intellectual Property Transfer Agreement, Tanknology Licence Agreement, Tanknology Support Agreement, Sure-Five Thousand Dollars ($1,075,000) Test Licence Agreement, Sure-Test Support Agreement, USTMAN Agreement and Non-Competition Agreement duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (b) the NoteAssignment, Conveyance and Assumption Agreement to be executed by all parties thereto; (c) an amount equal to payment of the Inventory Amount by wire transfer to such account Purchase Price as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Sellerprovided in section 3.1; (d) an amount equal to the face value payment of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerTanknology Intellectual Property Price; (e) payment of the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement")Tanknology Licence Fee; (f) a certified copy payment of Purchaser's Certificate of Incorporation and Bylawsthe Sure-Test Licence Fee; (g) a certificate certificated dated as of good standing Closing executed by a duly authorized officer of Purchaser to the effect that all representations and warranties of Purchaser, issued not earlier than ten (10) days prior contained in this Agreement are true and correct at and as of the Closing and all conditions precedent to the Closing Date obligations of Vendor, Parent and Tanknology-USA to consummate the transactions contemplated herein not waived by the Secretary of State of New YorkVendor, Parent and Tanknology-USA have been fulfilled by Purchaser; (h) an a certificate of incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf dated as of Purchaserthe Closing; (i) a certified copy copies (dated as of resolutions the Closing) of Purchaser's board the Board of directors, Directors of Purchaser authorizing and approving the execution, execution and delivery and performance of this Agreement and Purchaser's Ancillary Documents;the consummation of each and every transaction contemplated by this Agreement; and (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that the Purchaser's representations and warranties to Seller are true and correct as of the Counsel's Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebyOpinion.

Purchaser’s Deliveries. Subject to the fulfillment or written waiver of the conditions set forth in Section 7.2Article 6, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal the Purchase Price, minus the Execution Payment (to the sum of One Million Seventy-Five Thousand Dollars extent it is released by Escrowee to Seller), plus or minus ($1,075,000as the case may be) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerEstimated Purchase Price Adjustment; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's and Parent's Certificate of Incorporation and Bylawsby-laws; (gc) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York;Delaware. (hd) an incumbency and specimen signature certificate with respect to the officers of Purchaser and Parent executing this Agreement Agreement, and Purchaser's Ancillary Documents any other document delivered hereunder, on behalf of PurchaserPurchaser or Parent; (ie) a certified copy of resolutions of Purchaser's and Parent's board of directors, authorizing the execution, delivery and performance of this Agreement Agreement, and Purchaser's Ancillary Documentsany other document delivered by Purchaser and Parent hereunder; (jf) a closing certificate executed by an officer the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (kg) a closing certificate of Parent that the written opinion guaranty of XxXxxxxxxx & Xxxxx, LLP, counsel Parent and all other documents to Purchaser, addressed to Seller, dated as of be executed and delivered by Parent at the Closing Date, in substantially the form have been executed by duly authorized officers of Exhibit F attached hereto;Parent; and (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (mh) without limitation by the specific enumeration of the foregoing, all other documents reasonably required from Purchaser and Parent to consummate the transaction contemplated hereby.

Purchaser’s Deliveries. Subject Purchaser shall, pursuant to the fulfillment provisions of this Agreement, deliver or waiver of cause to be delivered to Seller on the conditions Closing Date the following items: (i) the Purchase Price (as adjusted in accordance with the Customary Adjustments set forth in Section 7.2, Purchaser shall execute and/or deliver 6 and the other adjustments set forth in Section 8A) pursuant to Seller at the Closing all Section 2(b) of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Sellerthis Agreement; (bii) a duly executed and sworn Secretary's Certificate certifying that the NoteBoard of Directors of Purchaser has duly adopted resolutions authorizing the within transaction and an executed and acknowledged Incumbency Certificate certifying to the authority of the officers of such entity to execute the documents to be delivered by such entity on the Closing Date; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (fiii) a certified copy of Purchaser's a Certificate of Incorporation and Bylawsor other appropriate formation document from Purchaser; (giv) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by Good Standing for Purchaser from the Secretary of State or other appropriate official of the State of Purchaser's incorporation or formation and the State of New York, if different; (hv) if Purchaser is other than DLIP, an incumbency assignment and specimen signature certificate with respect to assumption by DLIP and Purchaser of the officers obligations of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of PurchaserDLIP under the Master License Agreement; (ivi) a certified copy if Purchaser is other than DLIP, an assignment and assumption by DLIP and Purchaser of resolutions the obligations of Purchaser's board of directors, authorizing DLIP under the execution, delivery and performance of this Agreement and Purchaser's Ancillary DocumentsMaster Side Letter; (jvii) a closing certificate executed if Purchaser is other than DLIP, an assignment and assumption by an officer of DLIP and Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying obligations of DLIP under the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of PurchaserSystems Agreement; (kviii) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to SellerLimited Common Area License Agreement; (ix) a certificate, dated as of the Closing Date, stating that the representations and warranties of Purchaser contained in substantially this Agreement are true and correct in all material respects as of the form of Exhibit F attached hereto;Closing Date; and (lx) IRS Forms 8594, in such other documents as may be reasonably necessary or appropriate to effect the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration consummation of the foregoing, all other documents required from Purchaser to consummate transactions that are the transaction contemplated herebysubject of this Agreement.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.26.2, Purchaser shall execute and/or deliver to Seller at the Closing (and PHS when applicable) all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerPurchase Price; (b) an assumption agreement, assignment and/or sublease instrument, duly executed by Purchaser, pursuant to which Purchaser assumes the NoteAssumed Liabilities; (c) an amount equal to a copy of Purchaser’s certificate of incorporation issued by the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery Secretary of a certified check or bank check payable to the order State of SellerTexas; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary Texas Comptroller of State of New YorkPublic Accounts; (he) an a certificate of the secretary of Purchaser certifying as true and correct the following: (i) the incumbency and specimen signature certificate with respect to the officers of each officer of Purchaser executing this Agreement and Purchaser's Ancillary Documents any other document delivered hereunder on behalf of Purchaser; ; and (iii) a certified copy of resolutions the resolution(s) of Purchaser's ’s board of directors, directors authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documentsany other documents delivered by Purchaser hereunder; (jf) a closing certificate executed by an officer the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that that: (i) Purchaser's ’s representations and warranties to Seller are true and correct correct, in all material respects, as of the Closing Date as if then originally made except to the extent that such representations and warranties are qualified by terms such as “material” and “material adverse effect”, which shall be true and correct in all respects at and as of the Closing Date (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that ; (ii) all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), ; and that (iii) all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (mg) without limitation by the specific enumeration of the foregoing, all other documents reasonably required from Purchaser to consummate the transaction transactions contemplated hereby; and (h) an exclusive dealing contract between Maxor and PHS, mutually acceptable to both parties, wherein Maxor will be the exclusive provider of pharmaceuticals, pharmaceutical supplies, and MedSurge supplies for PHS’s correctional healthcare services for a period of seven and one-half years at prices defined in the contract.

Purchaser’s Deliveries. Subject At the Closing on the Closing Date, subject to the fulfillment or waiver of the terms and conditions set forth in Section 7.2this Agreement, Purchaser shall execute and/or deliver make the following deliveries to Seller at and the Closing all of the followingOwners: (a) an amount equal Evidence of written authorization to Purchaser’s transfer agent to issue certificates representing the Merger Shares to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer Owners pursuant to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Sellerthis Agreement; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account A certificate, dated as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable Closing Date, executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing President of Purchaser, issued not earlier than ten (10) days prior certifying to resolutions of the Closing Date by the Secretary Board of State of New York; (h) an incumbency Directors and specimen signature certificate with respect to the officers stockholders of Purchaser executing this Agreement approving and Purchaser's Ancillary Documents on behalf of Purchaser; (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance by Purchaser of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as each of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents agreements to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers and the consummation of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing any document or instrument on behalf of Purchaser;). (kc) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to SellerA certificate, dated as of the Closing Date, executed by the President of Merger Sub, certifying to resolutions of the Board of Directors and stockholder of Merger Sub approving and authorizing the execution, delivery and performance by Merger Sub of this Agreement and each of the agreements to be executed and delivered by Merger Sub at the Closing and the consummation of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing any document or instrument on behalf of Merger Sub). (d) A Certificate of Good Standing for Purchaser and each Subsidiary from the secretary of state of the state of its organization, dated as of a date not earlier than 30 days prior to the Closing Date; (e) A certificate, dated as of the Closing Date, executed by the President of Purchaser, to the effect that the representations and warranties made by Purchaser in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as such date, and that Purchaser has performed and complied in all material respects with all of the terms, covenants and conditions set forth in this Agreement that are to be performed or complied with by it before or as of the Closing Date; (f) The Indemnification Agreements, duly executed by Purchaser; (g) An opinion of Purchaser’s counsel substantially in the form of Exhibit F attached hereto;E; and (lh) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all All other items or documents required from Purchaser to consummate the transaction contemplated herebyreasonably necessary or appropriate under this Agreement.

Purchaser’s Deliveries. Subject (a) On or before the Bring-Down Date, Purchaser shall deliver or cause to be delivered the Purchase Price and the following items and documents to the fulfillment or waiver Escrow Holder: (i) in accordance with the Escrow Agreement, the Purchase Price Deposit and the Escrow Amount, by wire transfer of immediately available funds; (ii) a certificate, undated, representing and certifying that the conditions set forth in Section 7.26.1 have been fulfilled, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (biii) the NoteXxxx of Sale, undated, duly executed by Purchaser; (civ) an amount equal to the Inventory Amount Assignment and Assumption Agreement, undated, duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (hv) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and the other documents to be executed in connection with the transactions contemplated by this Agreement (collectively with the items described in Section 7.3(a)(ii)-(vi), the “Purchaser Escrowed Closing Documents” and, along with the Seller Escrowed Closing Documents, the “Escrowed Closing Documents”); and (vi) the Escrow Agreement, duly executed by Purchaser's Ancillary Documents on behalf of Purchaser;. (b) On or prior to the Bring-Down Date, Purchaser shall deliver or cause to be delivered the following items and documents to Seller: (i) a certified copy of resolutions of the Escrow Agreement, duly executed by Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents;; and (jii) a closing certificate the Operating Lease Agreement, duly executed by an officer Purchaser. (c) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered the following items and documents to Seller: (i) the Cash Purchase Price, less the Escrow Amount and the Purchase Price Deposit; and (ii) if required by the Escrow Agreement, escrow instructions, instructing disbursement at the Closing of Purchaser (or any other officer of Purchaser specifically authorized to do so)the Purchase Price Deposit and the Escrow Amount, on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as the insertion of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Escrow Holder on the Purchaser on or before the Escrowed Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebyDocuments.

Purchaser’s Deliveries. Subject to the fulfillment or written waiver of the conditions set forth in Section 7.25.1, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum Counterpart of One Million Seventy-Five Thousand Dollars ($1,075,000) this Agreement duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller;. (b) A wire transfer of immediately available funds in the Note;amount of the Cash Consideration as defined hereinabove. (c) an amount equal As soon as practicable after the Closing Date, Purchaser shall cause its transfer agent to deliver a certificate representing the Share Consideration to the Inventory Amount by wire transfer Escrow Agent pursuant to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller;Section 2.1(b). (d) Counterpart of an amount equal to the face value of the Accounts Receivable Escrow Agreement by wire transfer to such account as Seller shall designate by written notice delivered to and between Purchaser, or Seller and Escrow Agent duly executed by delivery of a certified check or bank check payable to Purchaser in the order of Sellerform attached hereto as Exhibit A; (e) the employment agreement Counterpart of a Registration Rights Agreement by and between Purchaser and Xxxxx X. Xxxxx, III Seller duly executed by Purchaser in the form annexed attached hereto as Exhibit E (the "Employment Agreement")B; (f) Counterpart of a certified copy of Purchaser's Certificate of Incorporation Conversion and BylawsSupply Agreement by and between Purchaser and Seller duly executed by Purchaser in the form attached hereto as Exhibit C; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to A Proprietary Rights Assignment duly executed by Purchaser in the Closing Date by the Secretary of State of New Yorkform attached hereto as Exhibit E; (h) an incumbency and specimen signature certificate with respect Any other instruments that Seller may reasonably deem necessary or desirable to effect or evidence the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser;transactions contemplated hereby, including, but not limited to, the following: (i) a certified copy Certificate of resolutions Good Standing in Purchaser's jurisdiction of organization; (ii) Certificates as to the incumbency of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documentsofficers; (jiii) a closing certificate executed by Certificate of an officer of Purchaser (or any other officer of Purchaser specifically authorized as to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's the representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser;; and (kiv) Board resolutions approving this Agreement and the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction transactions contemplated herebyherein.

Purchaser’s Deliveries. Subject to On the fulfillment or waiver of the conditions set forth in Section 7.2Closing Date, Purchaser shall execute and/or deliver to Seller at the Closing all of the followingdeliver: (a) an amount equal to Seller, the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account Closing Payment, as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Selleridentified in Section 3.2; (b) the NoteTransition Services Agreement in substantially the form attached hereto as EXHIBIT B, executed by an authorized officer of Purchaser; (c) an amount equal executed instrument of assumption of liabilities with respect to the Inventory Amount by wire transfer to such account Assumed Liabilities substantially in the form of the Assumption of Liabilities attached hereto as Seller shall designate by written notice delivered to Purchaser, or by delivery EXHIBIT G (the “Assumption of a certified check or bank check payable to the order of SellerLiabilities”); (d) a Copyright Assignment Agreement in substantially the form attached hereto as EXHIBIT D, executed by an amount equal to the face value authorized officer of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III a Transferred Marks Assignment Agreement in substantially the form annexed attached hereto as Exhibit E (the "Employment Agreement")EXHIBIT E, executed by an authorized officer of Purchaser; (f) a certified copy Domain Name Transfer Agreement in substantially the form attached hereto as EXHIBIT F, executed by an authorized officer of Purchaser's Certificate of Incorporation and Bylaws; (g) Noncompetition and Nonsolicitation Agreements in substantially the forms attached hereto as EXHIBIT I, executed by an authorized officer of Purchaser; (h) a certificate (the “Purchaser Closing Certificate”) executed by an authorized officer of the Purchaser certifying that the conditions specified in Sections 8.2(b) and 8.2(c) have been fulfilled; (i) a certificate, in form and substance reasonably satisfactory to Seller, of a Secretary, Assistant Secretary or other similar officer of Purchaser certifying as to the resolutions of the board of directors of Purchaser approving and authorizing this Agreement, the Ancillary Agreements to which Purchaser is a party and the Transactions; and (j) a good standing certificate of Purchaser, Purchaser issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers State of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to SellerCalifornia, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebya recent date.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.27.2 of this Agreement, Purchaser shall execute and/or deliver to Seller at the Closing Sellers all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerPurchase Price; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's ’s Certificate of Incorporation and Bylaws;By-laws; Table of Contents (gc) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New YorkDelaware; (hd) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's ’s Ancillary Documents on behalf of Purchaser; (ie) a certified copy of resolutions of Purchaser's ’s board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's ’s Ancillary Documents; (jf) a closing certificate executed by an officer the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller Sellers that Purchaser's ’s representations and warranties to Seller Sellers are materially true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all material covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller Sellers in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser;; and (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (mg) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated hereby.

Purchaser’s Deliveries. Subject to At the fulfillment or waiver of the conditions set forth in Section 7.2Closing, Purchaser shall execute and/or deliver deliver, or cause to Seller at the Closing all of the followingbe delivered, to Sellers: (a) A certificate, signed by an amount equal to the sum executive officer of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Hanover and Purchaser, or by delivery certifying that the representations and warranties of a certified check or bank check payable to the order of Seller;Hanover and Purchaser contained herein are true in all material respects. (b) Copies of each of the Note;following, in each case certified by the Secretary of Hanover to be in full force and effect on the Closing Date: (ci) an amount equal to Hanover's certificate or articles of incorporation, certified by the Inventory Amount by wire transfer to such account Secretary of State of Delaware as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued date not earlier more than ten (10) days prior to the Closing Date Closing. (ii) A good standing certificate with respect to Hanover, certified by the Secretary of State of New York;Delaware as of a date not more than five (5) days prior to Closing. (hiii) an incumbency Hanover's bylaws, as amended through Closing. (iv) Resolutions of Hanover's Board of Directors, the form and specimen signature substance of which are reasonably satisfactory to the Sellers, authorizing and approving the execution and delivery of this Agreement and the other agreements contemplated hereby, and the transactions contemplated hereby. (c) Copies of each of the following, in each case certified by the Secretary of the Purchaser to be in full force and effect on the Closing Date: (i) The Purchaser's certificate of formation, certified by the Secretary of State of Delaware as of a date not more than ten (10) days prior to Closing. (ii) A good standing certificate with respect to the officers Purchaser, certified by the Secretary of Purchaser executing this Agreement and State of Delaware as of a date not more than five (5) days prior to Closing. (iii) The Purchaser's Ancillary Documents on behalf of Purchaser;partnership agreement, as amended through Closing. (iiv) a certified copy Resolutions of resolutions of the Purchaser's board general partner, the form and substance of directorswhich are reasonably satisfactory to the Sellers, authorizing and approving the execution, execution and delivery and performance of this Agreement and the other agreements contemplated hereby, and the transactions contemplated hereby. (d) Same-day funds in the amount of the cash consideration as required by Section 1.2. (e) Certificates evidencing the Hanover Stock duly endorsed in blank or accompanied by duly executed stock powers. (f) The duly executed Hanover Note. (g) All Counter-Guarantees provided for herein, duly executed. (h) Opinion(s) of Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Sellercounsel, dated as of the Closing Date, in substantially a form reasonably acceptable to Sellers. (i) Any other items to be delivered by Purchaser under the form terms and provisions of Exhibit F attached hereto;this Agreement. (j) An executed Alliance Agreement. (k) An executed Transaction Services Agreement. (l) IRS Forms 8594, in the form annexed hereto as Exhibit D.An executed Registration Rights Agreement. (m) without limitation by Executed transfer agreements for each of (i) the specific enumeration POC Shares, (ii) the Harwat Interest, and (iii) the WilPro Interest. (n) Executed assignment agreements for each of the foregoingcontracts listed on Schedule 1.6. (o) Executed copies of asset purchase agreements effecting the purchase of the OSI Assets, all other documents required from Purchaser to consummate the transaction contemplated herebyRocky Mountain Assets and the Guara Interest.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on On or before the Closing Date, Purchaser shall deliver to the extent not waived by Seller in writing, have been so performed Seller: (or, if any such covenant has not been performed, indicating that such covenant has not been performed), a) The Assignment and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of PurchaserAssumption Agreement; (kb) Purchaser's acceptance of its appointment as of the written opinion close of XxXxxxxxxx & Xxxxxbusiness on the Closing Date as successor trustee or custodian, LLPas applicable, counsel of the XXX, Xxxxx Plan and Employee Pension Plan deposit accounts included in the Deposit Liabilities and its assumption of the fiduciary obligations of the trustee or custodian with respect thereto; (c) To the extent applicable, the Lease Assignments and such other instruments and documents as any landlord under a Branch Lease or ATM Lease Agreement may reasonably require as necessary or desirable for providing for the assumption by Purchaser of such Branch Lease or ATM Lease Agreement, as applicable, each such instrument and document in the form and substance reasonably satisfactory to Purchaser, addressed to Seller, the parties hereto and dated as of the Closing Date, ; (d) An Officer's Certificate in substantially the form of Exhibit F attached I hereto; (le) IRS Forms 8594An opinion of counsel of Purchaser and Enterprise, dated the Closing Date, in the form annexed hereto and substance reasonably satisfactory to Seller, to the effect that (i) each of Purchaser and Enterprise is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (ii) this Agreement has been duly and validly authorized, executed and delivered by each of Purchaser and Enterprise, and (assuming due authorization, execution and delivery by Seller and Fleet) is a legal, valid and binding obligation of each of Purchaser and Enterprise, enforceable against Purchaser and Enterprise in accordance with its terms, except as Exhibit D.enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors' rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies of the waiver of rights or remedies; (mf) without limitation by To the specific enumeration extent applicable, the Purchaser's Letter of Credit; (g) To the foregoingextent applicable, all the Collateral Agency Agreement and the Collateral Assignment Instruments; (h) The SBA Consents; and (i) Such other documents required from Purchaser as are necessary to consummate effect the transaction transactions contemplated herebyhereby as Seller shall reasonably request.

Purchaser’s Deliveries. Subject Purchaser shall, pursuant to the fulfillment provisions of this Agreement, deliver or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver cause to be delivered to Seller at on the Closing all of Date the followingfollowing items: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (bi) the Note; Purchase Price (c) an amount equal to as adjusted in accordance with the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery provisions of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment this Agreement"); (fii) a duly executed and sworn Certificate by Purchaser's managing member certifying that the members of Purchaser have duly authorized the within transaction and an executed and acknowledged incumbency certificate or its equivalent certifying to the authority of the Persons to execute the documents to be delivered by such entity on the Closing Date; (iii) a certified copy of a certificate of incorporation or other appropriate formation document of Purchaser's Certificate of Incorporation and Bylaws; (giv) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by Good Standing for Purchaser from the Secretary of State or other appropriate official of the State of Purchaser's formation and the State of New York; (hv) an incumbency a subordination, non-disturbance and specimen signature certificate with respect to attornment agreement among the officers Board of Purchaser executing this Agreement and Managers, Purchaser's Ancillary Documents on behalf Affiliate, as the owner of Citigroup Center Office Unit Two, and Citibank, N.A. in the form of Exhibit P-1 to that certain lease between Purchaser's Affiliate, as the owner of Citigroup Center Office Unit Two and Citibank, N.A. (as tenant) (the "CITIBANK SNDA"); (ivi) a certified copy of resolutions of that certain Unit Owner Consent and Recognition Agreement among Purchaser, Purchaser's board Affiliate and Citibank, N.A. in the form of directors, authorizing the execution, delivery and performance of this Agreement and Exhibit P-2 to that certain lease between Purchaser's Ancillary DocumentsAffiliate (as owner of Citigroup Center Office Unit Two) and Citibank, N.A. (as tenant); (jvii) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of PurchaserUnit One Citibank Lease Amendment; (kviii) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to SellerLimited Common Area License Agreement; (ix) a certificate, dated as of the Closing Date, stating that the representations and warranties of Purchaser contained in substantially this Agreement are true and correct in all material respects as of the form of Exhibit F attached heretoClosing Date; (lx) IRS Forms 8594Approved SNDAs referred to in SECTION 25(l) duly executed by Purchaser and its mortgage lenders or if Purchaser's mortgage lenders fail or refuse to execute such Approved SNDAs, Purchaser shall return to Seller such Approved SNDAs (in which case Purchaser, and not Seller, shall be solely liable for any related issues raised by tenants who had executed Approved SNDAs or any other consequences of the form annexed hereto as Exhibit D.failure to obtain fully executed Approved SNDAs at the Closing); and (mxi) without limitation by such other documents as may be reasonably necessary or appropriate to effect the specific enumeration consummation of the foregoing, all other documents required from Purchaser to consummate transactions that are the transaction contemplated herebysubject of this Agreement in accordance with the terms of this Agreement.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.27.2 of this Agreement, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum portion of One Million Seventy-Five Thousand Dollars ($1,075,000) the Purchase Price payable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to draft, in immediately available funds, at the order of SellerClosing; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate Certificates of Incorporation and BylawsBy-laws; (gc) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New YorkDelaware; (hd) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (ie) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (jf) a closing certificate executed by an officer the Chief Executive Officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (kg) the written opinion of XxXxxxxxxx & Xxxxxan assumption agreement, LLP, counsel to duly executed by Purchaser, addressed to Seller, dated as of under which Purchaser assumes the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, Assumed Liabilities and all other documents required liabilities to be assumed by Purchaser pursuant to Article III and Section 2.1 of this Agreement and indemnify Seller and hold Seller harmless from Purchaser to consummate the transaction contemplated hereby.and against any and all such liabilities assumed by Purchaser; and,

Purchaser’s Deliveries. Subject to At the fulfillment or waiver of Closing, the conditions set forth in Section 7.2, Purchaser shall execute and/or and deliver to Seller at the Closing all of Shareholders, or cause to be executed and delivered to the Shareholders, the following: (a) 3.2.1 Payment to the Shareholders of cash in an amount equal to the sum of One Million Seventy-Five Thousand Dollars Base Purchase Price less the Aggregate Escrow Amount ($1,075,000such resulting amount, the “Closing Payment”) payable to the Shareholders by wire transfer of immediately available funds to such account one or more bank accounts designated in writing by the Shareholders’ Representative; provided, however, that a portion of the Closing Payment may be paid to M&T Bank instead of the Shareholders as Seller shall designate by written notice provided in Section 7.8. 3.2.2 A receipt for the Stock Certificates delivered to Purchaserthe Purchaser pursuant to Section 3.3.5. 3.2.3 The Consulting Agreements executed by the Surviving Corporation. 3.2.4 The Regular Escrow Amount and the Special Escrow Amount, or by delivery of a certified check or bank check payable to be delivered to the order Escrow Agent, as well the Special Escrow Agreement and the Regular Escrow Agreement, each executed by the Purchaser. 3.2.5 The Warehouse Leases executed by the Purchaser. 3.2.6 The Articles of Seller;Merger executed by the Merger Sub. (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's 3.2.7 The Certificate of Incorporation and Bylaws;Merger executed by the Merger Sub. (g) a 3.2.8 A certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by from the Secretary of State the Purchaser in form reasonably satisfactory to the Shareholders’ Representative: (i) certifying the resolutions of New York; the sole member of the Purchaser approving this Agreement and the other Transaction Documents; (hii) an incumbency certifying a copy of the current Organizational Documents of the Purchaser; and specimen signature certificate with respect to (iii) certifying the names and signatures of the officers of the Purchaser executing authorized to sign this Agreement and Purchaser's Ancillary the other Transaction Documents on behalf to which it is a party. The foregoing certificate shall also certify that the attached resolutions and Organizational Documents have not been rescinded, revoked, modified, or otherwise affected, and remain in full force and effect. 3.2.9 A certificate from the Secretary of Purchaser; the Merger Sub in form reasonably satisfactory to the Shareholders’ Representative: (i) a certified copy certifying the resolutions from each of resolutions of Purchaser's the board of directors, authorizing directors and the execution, delivery and performance shareholder of the Merger Sub approving this Agreement and Purchaser's Ancillary the other Transaction Documents;; (ii) certifying a copy of the current Organizational Documents of the Merger Sub; and (iii) certifying the names and signatures of the officers of the Merger Sub authorized to sign this Agreement and the other Transaction Documents to which it is a party. The foregoing certificate shall also certify that the attached resolutions and Organizational Documents have not been rescinded, revoked, modified, or otherwise affected, and remain in full force and effect. (j) a closing certificate 3.2.10 Evidence that the Merger Sub has qualified to do business in the Commonwealth of Pennsylvania. 3.2.11 The Special Escrow Letter executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of the Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required . 3.2.12 The Escrow Condition Letter executed by the terms hereof to be performed by Purchaser on or before and the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebyMerger Sub.

Purchaser’s Deliveries. Subject to At the fulfillment or waiver of the conditions set forth in Section 7.2Closing, Purchaser shall, and shall execute and/or cause the applicable Acquired Company to, deliver to Seller at (or, in the Closing all case of the Escrow Amount, the Second Escrow Amount or the Detained Aircraft Escrow Amount (if any), to the Escrow Agent, the Second Escrow Agent and the Detained Aircraft Escrow Agent, respectively) the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars Closing Cash Payment, the Escrow Amount, the Second Escrow Amount and the Detained Aircraft Escrow Amount ($1,075,000if any) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Sellerin accordance with Section 3.1; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing the secretary, assistant secretary or equivalent Person of Purchaser, issued not earlier than ten (10) days prior in a form reasonably satisfactory to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; Seller, certifying (i) a certified copy of resolutions of Purchaser's board the manager of directors, Purchaser approving and authorizing the execution, delivery and performance by Purchaser of this Agreement and Purchaser's the Ancillary Documents; Agreements and the consummation by Purchaser of the transactions contemplated hereby and thereby; (jii) a closing correct and complete copy of the certificate executed by an officer of formation and limited liability company agreement of Purchaser and (or any other officer of Purchaser specifically authorized iii) incumbency matters with respect to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (kc) a certificate of the written opinion secretary, assistant secretary or equivalent Person of XxXxxxxxxx & XxxxxAAR, LLP, counsel to Purchaser, addressed in a form reasonably satisfactory to Seller, certifying (i) resolutions of the board of directors of AAR approving and authorizing the execution, delivery and performance by AAR of this Agreement and the consummation by AAR of the transactions contemplated hereby; (ii) a correct and complete copy of the certificate of incorporation and bylaws of AAR and (iii) incumbency matters with respect to AAR; (d) a good standing or similar certificate of Purchaser and AAR from Purchaser’s and AAR’s respective jurisdictions of formation and such jurisdictions in which Purchaser is qualified as a foreign limited liability company, dated within 10 days prior to the Closing Date; (e) a certificate, dated as of the Closing Date, executed by a duly authorized officer of Purchaser and AAR, certifying as to the satisfaction of the conditions set forth in substantially Section 8.1(a) and Section 8.1(b); (f) the form Assignment of Exhibit F attached heretoAWS Membership Units, duly executed by Purchaser; (g) the Assignment of EPA Membership Units, duly executed by Purchaser; (h) the Escrow Agreement, duly executed by Purchaser and the Escrow Agent; (i) the Second Escrow Agreement, duly executed by Purchaser and the Second Escrow Agent; (j) if there are any Detained Aircraft, the Detained Aircraft Escrow Agreement, duly executed by Purchaser and the Detained Aircraft Escrow Agent; (k) the License Agreement, duly executed by each applicable Acquired Company and Purchaser; (l) IRS Forms 8594a promissory note of Presidential, payable to Seller, evidencing Presidential’s obligation to pay the Stipulated Intercompany Payables, in the form annexed hereto as of Exhibit D.G (the “Promissory Note”), duly executed by Presidential; (m) without limitation a release, in a form reasonably acceptable to Seller, of any and all intercompany receivables owed or allegedly owed by Seller or any of its Affiliates (other than the specific enumeration Acquired Companies) to any of the foregoingAcquired Companies, all except for the Stipulated Intercompany Receivables; and (n) such other documents and instruments as may be required from Purchaser by any other provision of this Agreement or any Ancillary Agreement or as may be reasonably required to consummate the transaction transactions contemplated herebyby this Agreement and the Ancillary Agreements.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the terms and conditions set forth in Section 7.2hereof, each Purchaser shall execute and/or deliver to Seller at the Closing all of the followingshall: (a) an amount equal at each Closing, have delivered, or cause to have been delivered, on the sum First Tranche Closing Date or the Second Tranche Closing Date, as applicable, payment of One Million Seventy-Five Thousand Dollars ($1,075,000) such Purchaser’s First Tranche Purchase Price or Second Tranche Purchase Price, as applicable, by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable immediately available funds to the order of Selleraccount designated by the transfer instructions set forth on Exhibit C; (b) the Note; (c) an amount equal at each Closing, deliver or cause to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice be delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser;CPLP: (i) a certified copy A cross-receipt executed by each Purchaser and delivered to CPLP certifying that it has received its respective First Tranche Purchased Units or Second Tranche Purchase Units, as applicable, as of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documentseach Closing Date; (jii) a closing A certificate executed from each Purchaser, dated the First Tranche Closing Date or the Second Tranche Closing Date, as applicable, and signed by an appropriate officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of such Purchaser, pursuant in their capacities as such, stating that: (A) Such Purchaser has performed and complied with the covenants and agreements contained in this Agreement that are required to which be performed and complied with by such Purchaser represents and warrants on or prior to Seller that Purchaser's such Closing Date; (B) The representations and warranties to Seller of such Purchaser contained in this Agreement that are qualified by materiality are true and correct as of the such Closing Date and all other representations and warranties of such Purchaser are true and correct in all material respects as if then originally of such Closing Date (except that representations and warranties made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants as of a specific date shall be required by the terms hereof to be performed by Purchaser on or before true and correct as of such date only); and (iii) at the Closing DateFirst Tranche Closing, the Registration Rights Agreement relating to the extent not waived by Seller in writingPurchased Units, which shall have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been duly executed by duly authorized officers of each Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated hereby.

Purchaser’s Deliveries. Subject Delivery at Closing (or such earlier date indicated below) to Escrow Agent of the following documents pertaining to the fulfillment or waiver of the conditions set forth in Section 7.2Shopping Center (all documents to be executed originals and, Purchaser shall execute and/or deliver to Seller at the Closing all of the following:if applicable, witnessed and properly acknowledged): (ai) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerIntentionally Omitted; (bii) the NoteThe Assignment and Assumption of Xxx Xxxxx Sublease; (ciii) an amount equal With respect to each REA, the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery Assignment and Assumption of a certified check or bank check payable to the order of SellerREA; (div) an amount equal to the face value The Assignment and Assumption of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerSpace Tenant Leases; (ev) The Assignment and Assumption of Anchor Leases; (vi) The Xxxx of Sale; (vii) The General Assignment; (viii) The Closing Statement and the employment agreement between Purchaser Separate Closing Statement (signed by Seller and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"Purchaser); (fix) a certified copy Evidence in form reasonably satisfactory to the Title Company and Seller of Purchaser's Certificate ’s authority to enter into and consummate the transactions contemplated by this Agreement and the authority and the incumbency of Incorporation any individuals to execute any instruments executed and Bylaws; (g) delivered by Purchaser at Closing, together with a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (hx) an incumbency All required state, county and specimen signature certificate with respect to local transfer tax forms and affidavits; (xi) A counterpart of each Notice Letter; (xii) Seller shall have received from Purchaser a certificate, dated as of the officers of Purchaser executing this Agreement Closing and Purchaser's Ancillary Documents executed on behalf of Purchaser; (i) Purchaser by a certified copy of resolutions of Purchaser's board of directorsduly authorized signatory thereof, authorizing stating that the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller of Purchaser contained in this Agreement are true and correct in all material respects as of the Closing Date as if then originally made (orClosing, if or identifying any such representation or warranty which is untrue in any respectnot, specifying or no longer is, true and correct and explaining the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, state of facts giving rise to the extent not waived by Seller in writing, have been so performed change; and (or, if any such covenant has not been performed, indicating that such covenant has not been performed), xiii) Such additional documents and that all documents instruments appropriate to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel as may be reasonably necessary to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate complete the transaction contemplated herebyhereby and to carry out the intent and purposes of this Agreement; provided, however, that the same does not result in any new or additional obligation, covenant, representation or warranty of Purchaser under this Agreement beyond those expressly set forth in this Agreement.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or and deliver to Seller at the Closing all of the following: (a) an amount equal the Purchase Price to be paid at Closing as provided in Section 1.2, including the Promissory Note; provided however, the certificate representing the Common Stock (subject to Seller's obligation to deposit the stock certificate with the Escrow Agent pursuant to the sum terms of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller the Escrow Agreement shall designate by written notice be delivered to Purchaser, or by delivery within 15 days of a certified check or bank check payable to the order of SellerClosing); (b) evidence that Seller has been released from his guaranty obligations described in Section 3.2(b) of the NoteDisclosure Schedule; (c) an amount equal to evidence that the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery obligations described in Section 3.2(c) of a certified check or bank check payable to the order of SellerDisclosure Schedule have been paid in full; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement Agreement, and Purchaser's Ancillary Documents any other document delivered under this Agreement, on behalf of Purchaser; (ie) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement Agreement, and Purchaser's Ancillary Documentsany other document delivered by Purchaser hereunder; (jf) a closing certificate executed by an a duly authorized officer of Purchaser (or any other officer of Purchaser specifically authorized to do so)Purchaser, on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof of this Agreement to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (kg) the written opinion of XxXxxxxxxx & XxxxxEscrow Agreement, LLP, counsel to signed by Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (lh) IRS Forms 8594an employment agreement between Seller and Purchaser or an Affiliate of Purchaser, in the form annexed hereto of the Employment Agreement attached as Exhibit D.C; and (mi) without limitation by employment agreements, including non-competition provisions with the specific enumeration other employees of the foregoing, all other documents required from Purchaser to consummate Company listed on Section 3.2(i) of the transaction contemplated herebyDisclosure Schedule.

Purchaser’s Deliveries. Subject to At the fulfillment or waiver of the conditions set forth in Section 7.2Closing, Purchaser shall will execute and/or and deliver to Seller at the Closing all of the following: (a) an amount equal The Purchase Price (less the Deposit less any amounts due to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000Purchaser pursuant to Section 1.6 plus any amounts due to Seller pursuant to Section 1.6) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable immediately available funds to the order of account or accounts designated by Seller; (b) A certified copy of each of the NoteConstituent Documents of Purchaser; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery Certificates of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing Good Standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary Secretaries of State of New YorkIowa and Delaware, as applicable; (hd) an An incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's each of the Purchaser Ancillary Documents on behalf of Purchaser; (ie) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a A closing certificate executed by an officer the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that all of Purchaser's representations and warranties to Seller are true and correct in all respects as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed in all respects (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly 14 50 authorized officers of Purchaser; (kf) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594An assignment and assumption agreement, in the form annexed hereto as Exhibit D.reasonably approved by Purchaser, duly executed by Purchaser, under which Purchaser assumes the Assumed Liabilities; and (mg) without limitation Such other documents from Purchaser, as may reasonably be required in order to effectuate the transactions contemplated hereby and by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebyAncillary Documents.

Purchaser’s Deliveries. Subject Purchaser shall deliver or cause to be delivered to the fulfillment or waiver of the conditions Triton Entities (except as set forth in Section 7.2, Purchaser 8.2(a) which shall execute and/or deliver be delivered to Seller at the Closing holders of the Specified Indebtedness) all of the following: (a) an amount equal the payments made to discharge the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerSpecified Indebtedness; (b) the NoteClosing Cash Payment; (c) an amount equal to the Inventory Amount Instrument of Assumption, duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value Instruments of the Accounts Receivable Conveyance, duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. XxxxxReal Property Lease Assignments, III in the form annexed hereto as Exhibit E (the "Employment Agreement")duly executed by Purchaser; (f) a certified copy of the Contract Assignments, duly executed by Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing executed by an executive officer of Purchaser, issued not earlier than ten confirming the matters set forth in Sections 7.3 (10a) days prior to the Closing Date by the Secretary of State of New Yorkand (b); (h) an incumbency and specimen signature a certificate with respect to of the officers secretary of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; attesting to (i) a certified copy of resolutions the organizational documents of Purchaser's , (ii) the resolutions adopted by the board of directors, directors of Purchaser duly authorizing the execution, delivery and performance of this Agreement by Purchaser and Purchaser's Ancillary Documentsthe execution and delivery by Purchaser of all instruments and documents contemplated hereby, and (iii) the signatures of the officers or authorized representatives of Purchaser who have been authorized on behalf of Purchaser to execute and deliver this Agreement and any other agreement executed or to be executed in connection herewith; (i) good standing certificates of Purchaser from the Secretaries of State of the jurisdiction of formation of Purchaser and each jurisdiction where Purchaser is qualified to do business as a foreign entity; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf opinion of Purchaser's counsel, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as in the form of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrueExhibit 8.2(j), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser;; and (k) the written opinion of XxXxxxxxxx & XxxxxDirection Letter, LLP, counsel to duly executed by Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated hereby.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.24.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to PurchaserEstimated Closing Payment, or by delivery of a certified check or bank check payable to in the order of Sellermanner provided in Section 1.5; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and BylawsBy-laws; (gc) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New YorkDelaware; (hd) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (ie) a certified copy of the resolutions of Purchaser's board the Executive Committee of directors, Purchaser authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (jf) a closing certificate executed by an officer the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, 27 31 pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (kg) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, Purchaser Note and Stock Pledge Agreement in substantially the form of Exhibit F B attached hereto;, duly executed by Purchaser; and (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (mh) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction transactions contemplated hereby.

Purchaser’s Deliveries. Subject to At the fulfillment or waiver of the conditions set forth in Section 7.2Closing, Purchaser shall execute and/or deliver to Seller at the Closing all of the followingSeller: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerClosing Payment; (b) the NoteTransition Services Agreement in substantially the form attached hereto as EXHIBIT B, executed by an authorized officer of Purchaser; (c) an amount equal executed instrument of assumption of liabilities with respect to the Inventory Amount by wire transfer to such account Assumed Liabilities substantially in the form of the Assumption of Liabilities Agreement attached hereto as Seller shall designate by written notice delivered to Purchaser, or by delivery EXHIBIT G ( the “Assumption of a certified check or bank check payable to the order of SellerLiabilities”); (d) a Copyright Assignment Agreement in substantially the form attached hereto as EXHIBIT D, executed by an amount equal to the face value authorized officer of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III a Transferred Marks Assignment Agreement in substantially the form annexed attached hereto as Exhibit E (the "Employment Agreement")EXHIBIT E, executed by an authorized officer of Purchaser; (f) a certified copy Domain Name Transfer Agreement in substantially the form attached hereto as EXHIBIT F, executed by an authorized officer of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate certificate, in form and substance reasonably satisfactory to Seller, of good standing a Secretary, Assistant Secretary or other similar officer of Purchaser, issued not earlier than ten (10) days prior Purchaser certifying as to the Closing Date by resolutions of the Secretary board of State directors of New YorkPurchaser approving and authorizing this Agreement, the Ancillary Agreements and the Transactions; (h) the Promissory Note, executed by an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf authorized officer of Purchaser; (i) a certified copy good standing certificate of resolutions Purchaser issued by the Secretary of Purchaser's board State of directorsthe State of California, authorizing the execution, delivery and performance dated as of this Agreement and Purchaser's Ancillary Documents;a recent date; and (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so)certificate, on behalf of Purchaser, pursuant to which Purchaser represents in form and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed substance reasonably satisfactory to Seller, dated of Purchaser’s Secretary certifying as to the due organization of the Closing DatePurchaser and due authorization of this Agreement, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in Ancillary Agreements and the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebyTransactions.

Purchaser’s Deliveries. Subject At the Closing, the Purchaser shall deliver or cause to be delivered, in form, substance and manner reasonably satisfactory to the fulfillment or waiver of Selling Parties, the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the followingfollowing items: (a) an amount equal to deposit of $15,200,000 of the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to Purchase Price into the order of SellerPay Off Escrow; (b) deposit of $800,000 of the NotePurchase Price into the Adjustment Escrow; (c) an amount equal to the Inventory Amount Warrants, executed by wire transfer to the Purchaser in favor of FFPE Holding, in such account denominations as Seller FFPE Holding shall designate by written notice delivered to Purchaser, or by delivery request and dated as of a certified check or bank check payable to the order of SellerClosing Date; (d) an amount equal to the face value Warrant Registration Rights Agreement, executed by the Purchaser and dated as of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerClosing Date; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's the Certificate of Incorporation and Bylaws; (g) a certificate of good standing of the Purchaser, issued certified by the Secretary of State of the State of Delaware as of a date not earlier than ten (10) days prior to before the Closing Date Date; (f) the bylaws of the Purchaser, certified by the Secretary of State the Purchaser as of New Yorkthe Closing Date; (g) a copy of the Board Resolutions of the Purchaser, certified by the Secretary of the Purchaser as of the Closing Date; (h) an incumbency Entity Good Standing Certificate and specimen signature certificate a Tax Certificate with respect to the officers Purchaser, dated as of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchasera date not earlier than ten (10) days before the Closing Date; (i) a certified copy the Call Option Agreement, executed by the Purchaser and dated as of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary DocumentsClosing Date; (j) a closing certificate the Put Option Agreements, executed by an officer of the Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct dated as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & XxxxxPledge Agreement, LLP, counsel to Purchaser, addressed to Seller, executed by the Purchaser and dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594the Consulting Agreements, in executed by the form annexed hereto New Company and dated as Exhibit D.of the Closing Date; (m) without limitation the Employment Agreements, executed by the specific enumeration New Company and dated as of the foregoingClosing Date; (n) a written agreement as to allocation of Purchase Price pursuant to Section 1.10, all executed by the Purchaser; (o) the drawdown or funding of the Revolving Loan (as defined under the Loan Documents); (p) a bond in the amount of $3.1 million from a surety or other documents required institution reasonably acceptable to FFPE Holding, securing the Purchaser's obligations under Section 1.5(a)(i) of this Agreement. Purchaser shall have the right to substitute a different bond or letter of credit (both of which must be from Purchaser a surety or bank reasonably acceptable to consummate FFPE Holding and on terms and conditions no less advantageous to FFPE Holding than the transaction contemplated hereby.immediately preceding bond or letter of credit) or in lieu of a different bond or letter of credit,

Purchaser’s Deliveries. Subject The Purchaser shall deliver to the fulfillment or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the followingSeller: (ai) an amount equal to the sum Novation Agreements for each of One Million Seventy-Five Thousand Dollars ($1,075,000) the Trading Contracts for which the Novation Condition has been satisfied, duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (bii) the NoteAssignment and Assumption Agreement, duly executed by Purchaser; (ciii) an amount equal to the Inventory Amount Xxxx of Sale, duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (div) an amount equal to the face value evidence of the Accounts Receivable by wire transfer filing with respect to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery and/or receipt of a certified check or bank check payable to all the order of SellerPurchaser Required Consents; (ev) the employment releases of Financial Assurances with respect to any Trading Contracts, or the agreement between Purchaser and Xxxxx X. Xxxxxof the Counterparty to do so, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days either case obtained on or prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing DateSection 2.8(b)(ii) and, to the extent not waived by Seller in writingapplicable, have for any Transferred Contract or Other Asset for which the Transfer Condition has been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchasersatisfied; (kvi) a certificate duly executed by the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached heretoaccordance with Section 6.1(e); (lvii) IRS Forms 8594evidence reasonably acceptable to the Seller of the Purchaser’s existence and good standing (as of a recent date) under the laws of the State of Delaware; (viii) a copy, certified by an authorized officer of the Purchaser, of the resolutions authorizing the execution and delivery of this Agreement and the Related Agreements and instruments attached as exhibits to this Agreement and to the Related Agreements, and the consummation of the Contemplated Transactions, together with a certificate by the Secretary of the Purchaser as to the incumbency of those officers authorized to execute and deliver this Agreement and the Related Agreements; and (ix) such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to the form annexed hereto Seller, as Exhibit D. (m) without limitation by may be required to give effect to the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebyContemplated Transactions.

Purchaser’s Deliveries. Subject to At the fulfillment or waiver of the conditions set forth in Section 7.2Closing, Purchaser shall execute and/or deliver to Seller at the Closing all of the following:. If the Closing occurs, it shall be conclusively deemed that all such documents or deliveries have been delivered or made and are satisfactory to the Seller. (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerEstimated Cash Portion; (b) the Promissory Note, together with any certificates, instruments and other closing deliveries reasonably requested by Seller that would customarily be provided to a third party lender; (c) an amount equal the Preferred Stock, together with any certificates, agreements, instruments and other closing deliveries reasonably requested by Seller that would customarily be provided to a third party investor with respect to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery issuance of a certified check or bank check payable to the order of Sellerpreferred stock; (d) an amount equal evidence that concurrently with the consummation of the transactions contemplated by this Agreement, Purchaser has initiated the payment in full of the Closing Capitalized Lease Obligations in accordance with the terms and conditions of the payoff letter provided to the face value of the Accounts Receivable by wire transfer parties hereto on or prior to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerClosing; (e) copies of all loan documentation entered into by Purchaser, Holdings, the employment agreement between Purchaser and Xxxxx X. XxxxxCompany or any of its Subsidiaries with respect to any senior, III in the form annexed hereto as Exhibit E (the "Employment Agreement")mezzanine or subordinated financing arrangements; (f) a certified copy copies of Purchaser's Certificate any management agreement, advisory agreement or similar affiliate contract between Purchaser or any of Incorporation its Affiliates and Bylawsthe Company or any of its Subsidiaries; (g) a certified copies of Purchaser’s, Holdings’ and the Intermediate Company’s certificates of incorporation or certificate of formation, as applicable, issued by the secretaries of state of Purchaser’s, Holdings’ and the Intermediate Company’s states of incorporation and evidence of filing of Holdings’ Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware; (h) certificates of good standing of Purchaser, Holdings and the Intermediate Company, issued not earlier than ten (10) days prior to the Closing Date by the Secretary secretaries of State state of New YorkPurchaser’s, Holdings’ and the Intermediate Company’s states of incorporation; (hi) an a certificate executed by the secretary or another authorized person of Purchaser certifying as true and correct the following: (i) the incumbency and specimen signature certificate with respect to the officers of each officer of Purchaser executing this Agreement and Purchaser's Ancillary Documents any other document delivered hereunder on behalf of Purchaser; ; (iii) a certified copy of Purchaser’s limited liability company agreement; and (iii) a copy of the resolutions of Purchaser's board of directors, ’s sole member or other applicable managing body authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documentsany other documents delivered by Purchaser hereunder; (j) a closing certificate executed by an the secretary of Holdings certifying as true and correct the following: (i) the incumbency and specimen signature of each officer of Purchaser (or Holdings executing this Agreement and any other officer of Purchaser specifically authorized to do so), document delivered hereunder on behalf of Purchaser, pursuant to which Purchaser represents Holdings; (ii) a copy of Holdings’ bylaws; and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as (iii) a copy of the Closing Date as if then originally made (orresolutions of Holdings’ board of directors authorizing the execution, if delivery, issuance and performance of the Preferred Stock, the amended and restated certificate of incorporation authorizing the Preferred Stock and any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all other documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of PurchaserHoldings hereunder; (k) a certificate executed by the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as secretary of the Closing DateIntermediate Company certifying as true and correct the following: (i) the incumbency and specimen signature of each officer of the Intermediate Company executing this Agreement and any other document delivered hereunder on behalf of the Intermediate Company; (ii) a copy of the Intermediate Company’s bylaws; and (iii) a copy of the resolutions of the Intermediate Company’s board of directors authorizing the execution, in substantially delivery and performance of this Agreement and any other documents delivered by the form of Exhibit F attached hereto;Intermediate Company hereunder; and (l) IRS Forms 8594, in the form annexed hereto such other closing documents and deliveries as Exhibit D. (m) without limitation mutually agreed upon by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebyparties hereto.

Purchaser’s Deliveries. Subject to At the fulfillment or waiver of the conditions set forth in Section 7.2Closing, Purchaser shall execute and/or deliver deliver, or cause to Seller at the Closing all of the followingbe delivered, to Sellers: (a) A certificate, signed by an amount equal to the sum executive officer of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Hanover and Purchaser, or by delivery certifying that the representations and warranties of a certified check or bank check payable to the order of Seller;Hanover and Purchaser contained herein are true in all material respects. (b) Copies of each of the Note;following, in each case certified by the Secretary of Hanover to be in full force and effect on the Closing Date: (ci) an amount equal to Hanover's certificate or articles of incorporation, certified by the Inventory Amount by wire transfer to such account Secretary of State of Delaware as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued date not earlier more than ten (10) days prior to the Closing Date Closing. (ii) A good standing certificate with respect to Hanover, certified by the Secretary of State of New York;Delaware as of a date not more than five (5) days prior to Closing. (hiii) an incumbency Hanover's bylaws, as amended through Closing. (iv) Resolutions of Hanover's Board of Directors, the form and specimen signature substance of which are reasonably satisfactory to the Sellers, authorizing and approving the 40 execution and delivery of this Agreement and the other agreements contemplated hereby, and the transactions contemplated hereby. (c) Copies of each of the following, in each case certified by the Secretary of the Purchaser to be in full force and effect on the Closing Date: (i) The Purchaser's certificate of formation, certified by the Secretary of State of Delaware as of a date not more than ten (10) days prior to Closing. (ii) A good standing certificate with respect to the officers Purchaser, certified by the Secretary of Purchaser executing this Agreement and State of Delaware as of a date not more than five (5) days prior to Closing. (iii) The Purchaser's Ancillary Documents on behalf of Purchaser;partnership agreement, as amended through Closing. (iiv) a certified copy Resolutions of resolutions of the Purchaser's board general partner, the form and substance of directorswhich are reasonably satisfactory to the Sellers, authorizing and approving the execution, execution and delivery and performance of this Agreement and the other agreements contemplated hereby, and the transactions contemplated hereby. (d) Same-day funds in the amount of the cash consideration as required by SECTION 1.2. (e) Certificates evidencing the Hanover Stock duly endorsed in blank or accompanied by duly executed stock powers. (f) The duly executed Hanover Note. (g) All Counter-Guarantees provided for herein, duly executed. (h) Opinion(s) of Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Sellercounsel, dated as of the Closing Date, in substantially a form reasonably acceptable to Sellers. (i) Any other items to be delivered by Purchaser under the form terms and provisions of Exhibit F attached hereto;this Agreement. (j) An executed Alliance Agreement. (k) An executed Transaction Services Agreement. (l) IRS Forms 8594, in the form annexed hereto as Exhibit D.An executed Registration Rights Agreement. (m) without limitation by Executed transfer agreements for each of (i) the specific enumeration POC Shares, (ii) the Harwat Interest, and (iii) the WilPro Interest. (n) Executed assignment agreements for each of the foregoingcontracts listed on SCHEDULE 1.6. 41 (o) Executed copies of asset purchase agreements effecting the purchase of the OSI Assets, all other documents required from Purchaser to consummate the transaction contemplated herebyRocky Mountain Assets and the Guara Interest.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.2this Agreement, at or prior to the Closing, Purchaser shall execute and/or deliver to the Seller at and the Closing all of the followingCompanies, as appropriate: (ai) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (b) the The Purchase Money Note; (cii) an amount equal Evidence of delivery to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value Escrow Agent of the Accounts Receivable by wire transfer to such account Fuel Supply Escrow Promissory Note (as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"defined below); (fiii) a certified copy Evidence of Purchaser's Certificate delivery to the Escrow Agent of Incorporation and Bylawsthe Indemnity Escrow Promissory Note (as defined below); (giv) a certificate Evidence of good standing of Purchaser, issued not earlier than ten (10) days prior delivery to the Closing Date by Escrow Agent of the Secretary of State of New YorkCaptive Escrow Promissory Note; (hv) an incumbency and specimen signature certificate with respect A certificate, dated as of the Closing Date, certifying as to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (iA) a certified copy of resolutions of Purchaser's the board of directors, authorizing directors of the Purchaser approving the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; the consummation of the transactions contemplated hereby, and (jB) a closing the incumbency and signatures of the officer(s) of the Purchaser executing this Agreement and any other certificate or document delivered in connection herewith, duly executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as the secretary of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (kvi) The Fuel Supply and Captive Escrow Agreement, duly executed by the written opinion Purchaser; (vii) The Indemnity Escrow Agreement, duly executed by the Purchaser; (viii) Copies of XxXxxxxxxx & Xxxxxall consents, LLPapprovals, counsel releases from and filings with Governmental Authorities required in order to Purchasereffect the transactions contemplated by this Agreement, addressed except to Sellerthe extent waived by Purchaser (which waiver shall be deemed to have been given by the fact of Purchaser proceeding to Closing without having obtained any of the same); (ix) A certificate, dated as of the Closing Date, of the Purchaser certifying that each condition specified in substantially Section 7.2(a) through (c) and (e) has been satisfied, duly executed by an officer or manager of the form of Exhibit F attached heretoPurchaser; (lx) IRS Forms 8594The Warehouse Lease, in dated as of the form annexed hereto as Exhibit D.Closing Date and duly executed by the Purchaser; (mxi) without limitation A certificate of insurance in connection with the Warehouse Lease reasonably acceptable to Seller; and (xii) Such other separate instruments reasonably required by the specific enumeration Seller in connection with the consummation of the foregoing, all other documents required from Purchaser to consummate the transaction transactions contemplated hereby.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on On or before the Closing Date, Purchaser shall deliver to Seller: (a) Its Certificate of Existence duly certified by the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers Maine Secretary of PurchaserState; (kb) A certificate of the written opinion corporate secretary of XxXxxxxxxx & Xxxxx, LLP, counsel the Purchaser attaching authorizing resolutions of its Board of Directors; (c) An incumbency certificate certifying as to the incumbency of the Purchaser, addressed to Seller, dated 's signing officers; (d) The Assignment and Assumption Agreement; (e) Purchaser's acceptance of its appointment as of the close of business on the Closing DateDate as successor trustee or custodian, as applicable, of the XXX, Xxxxx Plan and Employee Pension Plan deposit accounts included in the Deposit Liabilities and its assumption of the fiduciary obligations of the trustee or custodian with respect thereto; (f) An Officer's Certificate in substantially the form of Exhibit F attached hereto; (lg) IRS Forms 8594, Such affidavits and documents as the Title Company shall reasonably require and are customarily given by purchasers in the form annexed hereto as Exhibit D.similar transactions; (mh) Such other documents as are necessary to effect the transactions contemplated hereby as Seller shall reasonably request, including without limitation by the specific enumeration release of Seller's collateral for any Deposit Liabilities and the substitution of Purchaser's Collateral therefore; and (i) An opinion of legal counsel to the Purchaser dated as of the foregoingClosing Date in form and substance reasonably satisfactory to counsel for the Seller to the effect that (i) Purchaser is a Maine financial institution validly existing and in good standing under the laws of the State of Maine; (ii) Purchaser has the power and authority to enter into and perform its obligations under the Agreement; (iii) the transactions contemplated by this Agreement have been duly authorized by all appropriate corporate action of Purchaser; (iv) upon due execution of this Agreement and the other agreements contemplated hereby, all other documents required from such agreements will be fully enforceable against the Purchaser in accordance with their respective terms, subject to consummate standard exceptions relating to creditors' rights and the transaction contemplated herebyavailability of equitable remedies.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.2Sections 3.4(d) and 4.2, Purchaser shall duly execute and/or deliver to Seller at the Closing Stockholders' Committee all of the following: (a) an amount equal the Estimated Cash Payment less the amounts, subject to the sum last sentence of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer Section 1.4, to such account as Seller shall designate by written notice delivered be deposited with the Escrow Agent to Purchaser, or by delivery of a certified check or bank check payable to fund the order of SellerEscrows; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylawsby-laws; (gc) a certificate of good standing of Purchaser, issued not earlier than ten twenty (1020) days prior to the Closing Date by the Secretary of State of New YorkDelaware; (hd) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement Agreement, and Purchaser's Ancillary Documents any other document delivered hereunder, on behalf of Purchaser; (ie) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and 50 performance of this Agreement Agreement, and Purchaser's Ancillary Documentsany other document delivered by Purchaser hereunder; (jf) a closing certificate executed by an officer the President of Purchaser (or any other officer of Purchaser specifically authorized by Purchaser's board of directors to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller the Stockholders that Purchaser's representations and warranties to Seller the Stockholders (i) in the case of any thereof that are expressly qualified by any materiality qualification, are true and correct, subject to such materiality qualification, and (ii) in the case of each other representation and warranty, such representation and warranty is true and correct in all material respects, in each case on and as of the Closing Date as if then originally though such representations and warranties were made on such date, except that any representations and warranties that are made as of a specified date shall be true as of such date (or, if any such representation or warranty is untrue shall fail to satisfy such standard in any respect, specifying the respect in which the same standard is untruefailed), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller the Stockholders' Committee in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed and delivered by duly authorized officers of Purchaser;; and (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (mg) without limitation by the specific enumeration of the foregoing, all other documents reasonably required from Purchaser to consummate the transaction contemplated hereby.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.24.2, Purchaser Purchasers shall execute and/or deliver to Seller at the Closing Partners’ Representatives all of the following: (a) an the Estimated Closing Amount, minus the Escrow Deposit and any amount equal required to pay in full the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer LP Debt pursuant to such account as Seller shall designate by written notice delivered to PurchaserSection 1.4(b), or by delivery of a certified check or bank check payable to the order of Sellerpaid in accordance with Section 1.4; (b) the Notea certified copy of each Purchaser’s Certificate of Formation and limited liability company agreement, or other organizational documents; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of each Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New YorkDelaware; (hd) an incumbency and specimen signature certificate with respect to the officers of each Purchaser executing this Agreement Agreement, and Purchaser's Ancillary Documents any other document delivered hereunder, on behalf of such Purchaser; (ie) a certified copy of resolutions of each Purchaser's board of ’s managers or directors, as applicable, authorizing the execution, delivery and performance of this Agreement Agreement, and Purchaser's Ancillary Documentsany other document delivered by such Purchaser hereunder; (jf) a closing certificate executed by an officer or manager of Purchaser each Purchaser, as applicable, (or any other officer of such Purchaser specifically authorized to do so), on behalf of each Purchaser, pursuant to which each Purchaser represents and warrants to Seller that the Sellers that: (i) such Purchaser's ’s representations and warranties to Seller the Sellers are true and correct in all material respects as of the Closing, as if made on the Closing Date (except for any such representations and warranties that are made as if then originally made (of a specific date, which representations and warranties shall have been true and correct in all material respects as of such specific date), or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that ; (ii) all covenants required by the terms hereof to be performed or complied with by such Purchaser on or before the Closing Date, to the extent not waived by Seller the Partners’ Representatives in writing, have been so performed or complied with in all material respects (or, if any such covenant has not been performedso performed or complied with, indicating that such covenant has not been performedperformed or complied with), and that ; and (iii) all documents to be executed and delivered by such Purchaser at the Closing have been executed by a duly authorized officers manager or person of such Purchaser;; and (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (mg) without limitation by the specific enumeration of the foregoing, all other documents reasonably required from Purchaser Purchasers to consummate the transaction contemplated hereby.

Purchaser’s Deliveries. Subject Delivery at Closing (or such earlier date indicated below) to the fulfillment or waiver Escrow Agent of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver following documents pertaining to Seller at the Closing all each of the following:Shopping Centers, as applicable (all documents to be executed originals and, if applicable, witnessed and properly acknowledged): (ai) an amount equal With respect to MacArthur Shopping Center, the sum Assignment and Assumption of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerMacArthur Ground Lease; (bii) the NoteIntentionally Omitted; (ciii) an amount equal With respect to each REA, the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery Assignment and Assumption of a certified check or bank check payable to the order of SellerREA; (div) an amount equal to the face value The Assignment and Assumption of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerSpace Tenant Leases; (ev) The Assignment and Assumption of Anchor Leases; (vi) The Assignment and Assumption of MacArthur Parking Agreement; (vii) The Assignment and Assumption of the employment agreement between Purchaser Ford Lease; (viii) The Xxxx of Sale; (ix) The General Assignment; (x) The Closing Statement and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E Separate Closing Statement (signed by the "Employment Agreement"applicable Seller and Purchaser); (fxi) a certified copy Evidence in form reasonably satisfactory to the Title Company and Sellers of Purchaser's Certificate ’s authority to enter into and consummate the transactions contemplated by this Agreement and the authority and the incumbency of Incorporation any individuals to execute any instruments executed and Bylaws; (g) delivered by Purchaser at Closing, together with a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (hxii) an incumbency All required state, county and specimen signature certificate with respect to local transfer tax forms and affidavits; (xiii) A counterpart of each Notice Letter; (xiv) Sellers shall have received from Purchaser a certificate, dated as of the officers of Purchaser executing this Agreement Closing and Purchaser's Ancillary Documents executed on behalf of Purchaser; (i) Purchaser by a certified copy of resolutions of Purchaser's board of directorsduly authorized signatory thereof, authorizing stating that the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller of Purchaser contained in this Agreement are true and correct in all material respects as of the Closing Date as if then originally made (orClosing, if or identifying any such representation or warranty which is untrue in any respectnot, specifying or no longer is, true and correct and explaining the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, state of facts giving rise to the extent not waived by Seller in writing, have been so performed change; and (or, if any such covenant has not been performed, indicating that such covenant has not been performed), xv) Such additional documents and that all documents instruments appropriate to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel as may be reasonably necessary to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate complete the transaction contemplated herebyhereby and to carry out the intent and purposes of this Agreement; provided, however, that the same does not result in any new or additional obligation, covenant, representation or warranty of Purchaser under this Agreement beyond those expressly set forth in this Agreement.

Purchaser’s Deliveries. Subject At the Closing, the Purchaser shall ---------------------- deliver or cause to be delivered, in form, substance and manner reasonably satisfactory to the fulfillment or waiver of Selling Parties, the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the followingfollowing items: (a) an amount equal to deposit of $15,200,000 of the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to Purchase Price into the order of SellerPay Off Escrow; (b) deposit of $800,000 of the NotePurchase Price into the Adjustment Escrow; (c) an amount equal to the Inventory Amount Warrants, executed by wire transfer to the Purchaser in favor of the Seller, in such account denominations as the Seller shall designate by written notice delivered to Purchaser, or by delivery request and dated as of a certified check or bank check payable to the order of SellerClosing Date; (d) an amount equal to the face value Warrant Registration Rights Agreement, executed by the Purchaser and dated as of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerClosing Date; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's the Certificate of Incorporation and Bylaws; (g) a certificate of good standing of the Purchaser, issued certified by the Secretary of State of the State of Delaware as of a date not earlier than ten (10) days prior to before the Closing Date Date; (f) the bylaws of the Purchaser, certified by the Secretary of State the Purchaser as of New Yorkthe Closing Date; (g) a copy of the Board Resolutions of the Purchaser, certified by the Secretary of the Purchaser as of the Closing Date; (h) an incumbency a Corporate Good Standing Certificate and specimen signature certificate a Tax Certificate with respect to the officers Purchaser, dated as of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchasera date not earlier than ten (10) days before the Closing Date; (i) a certified copy the Call Option Agreement, executed by the Purchaser and dated as of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary DocumentsClosing Date; (j) a closing certificate the Put Option Agreements, executed by an officer of the Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct dated as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & XxxxxPledge Agreement, LLP, counsel to Purchaser, addressed to Seller, executed by the Purchaser and dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594the Consulting Agreements, in executed by the form annexed hereto New Company and dated as Exhibit D.of the Closing Date; (m) without limitation the Employment Agreements, executed by the specific enumeration New Company and dated as of the foregoingClosing Date; (n) a written agreement as to allocation of Purchase Price pursuant to Section 1.10, all executed by the Purchaser; (o) the drawdown or funding of the Revolving Loan (as defined under the Loan Documents); (p) irrevocable letter of credit in the amount of $3.1 million from a bank or other documents required from Purchaser financial institution reasonably acceptable to consummate Seller, securing the transaction contemplated herebyPurchaser's obligations under Section 1.5(a)(i) of this Agreement; (q) the opinion of counsel to the Purchaser, executed by such counsel and dated as of the Closing Date; and (r) the Purchaser's Closing Certificate.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on On or before the Closing Date, Purchaser shall deliver to the extent not waived by Seller in writing, have been so performed Sellers: (or, if any such covenant has not been performed, indicating that such covenant has not been performed), a) The Assignment and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of PurchaserAssumption Agreement; (kb) Purchaser's acceptance of its appointment as of the written opinion close of XxXxxxxxxx & Xxxxxbusiness on the Closing Date as successor trustee or custodian, LLPas applicable, counsel of the XXX, Xxxxx Plan and Employee Pension Plan deposit accounts included in the Deposit Liabilities and its assumption of the fiduciary obligations of the trustee or custodian with respect thereto; (c) The Lease Assignments and such other instruments and documents as any landlord under a Branch Lease or ATM Lease Agreement may reasonably require as necessary or desirable for providing for the assumption by Purchaser of such Branch Lease or ATM Lease Agreement, as applicable, each such instrument and document in the form and substance reasonably satisfactory to Purchaser, addressed to Seller, the parties hereto and dated as of the Closing Date, ; (d) An Officer's Certificate in substantially the form of Exhibit F attached EXHIBIT I hereto; (le) IRS Forms 8594An opinion of counsel of Purchaser and Independent, dated the Closing Date, in the form annexed hereto and substance reasonably satisfactory to Sellers, to the effect that (i) each of Purchaser and Independent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (ii) this Agreement has been duly and validly authorized, executed and delivered by each of Purchaser and Independent, and (assuming due authorization, execution and delivery by Sellers and Fleet) is a legal, valid and binding obligation of each of Purchaser and Independent, enforceable against Purchaser and Independent in accordance with its terms, except as Exhibit D.enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors' rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies of the waiver of rights or remedies; (mf) without limitation by The Purchaser's Letter of Credit; (g) The Collateral Agency Agreement and the specific enumeration of the foregoing, all Collateral Assignment Instruments; (h) The SBA Consents; and (i) Such other documents required from Purchaser as are necessary to consummate effect the transaction transactions contemplated herebyhereby as Sellers shall reasonably request.

Purchaser’s Deliveries. Subject to At the fulfillment or waiver of the conditions set forth in Section 7.2Closing, Purchaser shall execute and/or deliver ---------------------- or cause to Seller at be delivered to the Closing Triton Entities all of the following: (a) an amount equal the Closing Cash Payment, plus or minus, as applicable, any amounts required pursuant to the sum provisions of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller;Section 2.4; ----------- (b) an instrument of assumption for the NoteAssumed Liabilities (the "Instrument of Assumption"), in the form of Exhibit 9.2(b), duly executed by -------------- Purchaser; (c) an amount equal to the Inventory Amount Instrument of Conveyance, duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable Real Property Lease Assignment, duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. XxxxxLease Agreement Assignment, III in the form annexed hereto as Exhibit E (the "Employment Agreement")duly executed by Purchaser; (f) a certified copy of the Collocation Agreement Assignment, duly executed by Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of the Reciprocal Agreement Assignment, duly executed by Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) a certificate executed by an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf executive officer of Purchaser;, confirming the matters set forth in Sections 8.2 and 8.3; -------------------- (i) a certified copy certificate of resolutions the secretary of Purchaser attesting to (i) the organizational documents of Purchaser's board , (ii) the resolutions adopted by the general partner of directors, Purchaser duly authorizing the execution, delivery and performance of this Agreement by Purchaser and Purchaser's Ancillary Documentsthe execution and delivery by Purchaser of all instruments and documents contemplated hereby, and (iii) the signatures of the officers or authorized representatives of Purchaser who have been authorized on behalf of Purchaser to execute and deliver this Agreement and any other agreement executed or to be executed in connection herewith; (j) a closing good standing certificate executed by an officer of Purchaser (or any other officer from the Secretary of Purchaser specifically authorized to do so), on behalf State of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of PurchaserDelaware; (k) the written opinion of XxXxxxxxxx & XxxxxTower Lease Agreement, LLP, counsel to duly executed by Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594the Site Agreements, in the form annexed hereto as Exhibit D.duly executed by Purchaser; (m) without limitation the Real Property Lease Agreement, duly executed by Purchaser; (n) the specific enumeration Site Acquisition Agreement, duly executed by American Tower, L.P.; (o) the Build-to-Suit Agreement, duly executed by American Tower, L.P.; (p) an opinion of Purchaser's counsel, in a form reasonably acceptable to the foregoingparties hereto; (q) any Contractual Consents obtained by Purchaser; and (r) the Direction Letter, all other documents required from Purchaser to consummate the transaction contemplated herebyduly executed by Xxxxxxxxx.

Purchaser’s Deliveries. Subject to At the fulfillment or waiver of the conditions set forth in Section 7.2Closing, Purchaser shall execute and/or ---------------------- deliver or cause to Seller at be delivered to the Closing Triton Entities all of the following: (a1) the Closing Cash Payment, plus or minus, as applicable, any amounts required pursuant to the provisions of Section 2.4; ----------- (2) an amount equal to instrument of assumption for the sum Assumed Liabilities (the "Instrument of One Million Seventy-Five Thousand Dollars ($1,075,000) Assumption"), in the form of Exhibit 9.2(b), -------------- duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (b3) the NoteInstrument of Conveyance, duly executed by Purchaser; (c4) an amount equal to the Inventory Amount Real Property Lease Assignment, duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d5) an amount equal to the face value of the Accounts Receivable Lease Agreement Assignment, duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e6) the employment agreement between Purchaser and Xxxxx X. XxxxxCollocation Agreement Assignment, III in the form annexed hereto as Exhibit E (the "Employment Agreement")duly executed by Purchaser; (f7) a certified copy of the Reciprocal Agreement Assignment, duly executed by Purchaser's Certificate of Incorporation and Bylaws; (g8) a certificate executed by an executive officer of Purchaser, confirming the matters set forth in Sections 8.2 and 8.3; --------------------- (9) a certificate of good standing the secretary of Purchaser attesting to (i) the organizational documents of Purchaser, issued not earlier than ten (10ii) days prior to the Closing Date resolutions adopted by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers general partner of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (i) a certified copy of resolutions of Purchaser's board of directors, duly authorizing the execution, delivery and performance of this Agreement by Purchaser and Purchaser's Ancillary Documentsthe execution and delivery by Purchaser of all instruments and documents contemplated hereby, and (iii) the signatures of the officers or authorized representatives of Purchaser who have been authorized on behalf of Purchaser to execute and deliver this Agreement and any other agreement executed or to be executed in connection herewith; (j10) a closing good standing certificate of Purchaser from the Secretary of State of Delaware; (11) the Tower Lease Agreement, duly executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k12) the written Site Agreements, duly executed by Purchaser; (13) the Real Property Lease Agreement, duly executed by Purchaser; (14) the Site Acquisition Agreement, duly executed by American Tower, L.P.; (15) the Build-to-Suit Agreement, duly executed by American Tower, L.P.; (16) an opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date's counsel, in substantially a form reasonably acceptable to the form of Exhibit F attached parties hereto; (l17) IRS Forms 8594, in the form annexed hereto as Exhibit D.any Contractual Consents obtained by Purchaser; and (m18) without limitation the Direction Letter, duly executed by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebyXxxxxxxxx.

Purchaser’s Deliveries. Subject to At the fulfillment or waiver of the conditions set forth in Section 7.2Closing, Purchaser shall execute and/or deliver ---------------------- or cause to Seller at the Closing all of the followingbe delivered to Seller: (a) an amount equal to a general conveyance and assumption of liabilities agreement substantially in the sum form of One Million Seventy-Five Thousand Dollars ($1,075,000) Exhibit F duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (b) the NotePurchase Price in the form and manner provided for in Section 1.2 hereof and payment to Xxxxxx as contemplated by the Non-Competition Agreement; (c) an amount equal to a certificate signed by the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to President of Purchaser, or dated the Closing Date, substantially in the form of Exhibit J, confirming: (i) the truth and correctness of all of the representations and warranties of Purchaser contained in this Agreement as of the Closing Date and as of all times between the date hereof and the Closing Date; (ii) that all agreements and covenants of Purchaser required to have been complied with have been complied with; and (iii) that all necessary corporate action by delivery Purchaser has been taken to authorize the consummation of a certified check or bank check payable to the order of Sellertransactions contemplated by the Agreement; (d) an amount equal to a certificate signed by the face value Secretary or other officer of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to dated the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. XxxxxClosing Date, III substantially in the form annexed hereto as of Exhibit E (K, attaching the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation constating documents and Bylaws; (g) a certificate of good standing by-laws of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers corporate resolutions of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance by Purchaser of this Agreement and Purchaser's Ancillary Documents; (j) a closing the certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers status of Purchaser; (ke) the written Escrow Agreement, substantially in the form of Exhibit A, duly executed by Purchaser; (f) the Non-Competition Agreement; (g) Employment Agreements between Purchaser and each of Xxxxxx and Xxxxxxxxxx, substantially in form of Exhibit D, duly executed by Purchaser; (h) all documents referred to in Section 1.5; and (i) an opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller's counsel, dated as of the Closing Date, in form and content reasonably acceptable to Seller, substantially in the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated hereby.L.

Purchaser’s Deliveries. Subject Prior to or on the fulfillment or waiver of the conditions set forth in Section 7.2date hereof, Purchaser shall execute and/or deliver to Seller at ----------------------- and Bluegate (as the Closing all of the followingcase may be) delivered: (a) A stock certificate representing the initial stock issuance of shares of Bluegate Common Stock pursuant to Section 1.3(a)(i) above; provided, however that this stock certificate was delivered into escrow with Bluegate to be held as security for the indemnification obligations provided for in Section 6.2 hereof and (to secure such obligations) Seller hereby grants to Purchaser and Bluegate a security interest in and a general lien upon the shares represented by such stock certificate as well as all other shares of Bluegate Common Stock to be issued pursuant hereto. Bluegate shall hold such stock certificate for one year after the date of this Agreement and shall release such stock certificate to Seller promptly thereafter provided that no event for indemnification under Section 6.2 hereof has then arisen, but if an amount equal event for indemnification under Section 6.2 hereof has arisen prior to the sum end of One Million Seventy-Five Thousand Dollars one year after the date of this Agreement, Bluegate shall continue to hold such stock certificate until the matter giving rise to indemnification under Section 6.2 hereof has been full resolved and ($1,075,000if necessary) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Selleradjudicated; (b) the NoteThe Employment Agreements as contemplated by Section 1.6(f); (c) an amount equal A Registration Rights Agreement in the form of Exhibit 1.7(d) hereto pursuant to which Bluegate grants to Seller "piggy back" registration rights with respect to the Inventory Amount by wire transfer shares of Bluegate Common Stock being issued pursuant to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Sellerthis Agreement; (d) an amount equal to the face value A copy of Purchaser's and Bluegate's charter documents and all amendments thereto as in effect as of the Accounts Receivable date hereof (certified by wire transfer to such account the appropriate state official) and a copy of Purchaser's and Bluegate's other governing documents as Seller shall designate amended as of the date hereof (certified by written notice delivered to Purchaser, or by delivery an appropriate officer of a certified check or bank check payable to the order of Seller;Purchaser and Bluegate); and (e) Copies of all of the employment agreement between resolutions adopted by Purchaser's and Bluegate's boards of directors and, if necessary, stockholders relating to the transactions contemplated by this Agreement, certified on the date hereof to be complete and correct by appropriate officers of Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement");Bluegate; and (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated herebyThe Acquisition Promissory Note.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing Sellers all of the following: 6.2.1 the Purchase Price; 6.2.2 a certificate of the secretary of Purchaser certifying as true, correct and complete the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of each officer of Purchaser executing this Agreement and Purchaser's Ancillary Documents any other document delivered hereunder on behalf of Purchaser; ; (ib) a certified copy of Purchaser’s certificate of incorporation and bylaws; and (c) a copy of the resolutions of Purchaser's ’s board of directors, directors authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documentsany other documents delivered by Purchaser hereunder; (j) 6.2.3 a closing certificate executed by an executive officer of Purchaser (or any other officer of Purchaser specifically authorized to do so)Purchaser, on behalf of Purchaser, pursuant to which Purchaser represents and warrants certifies to Seller that Sellers that: (a) Purchaser's ’s representations and warranties to Seller Sellers are true true, correct and correct complete as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that ; (b) all covenants required by the terms hereof to be performed by Purchaser on or before the Closing DateClosing, to the extent not waived by Seller Sellers in writing, have been so performed (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), ; and that (c) all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) 6.2.4 the written opinion Employment Agreement to be entered into with each of XxXxxxxxxx & XxxxxGxxxx Xxxxxxx and Pxxxx Xxxxxx, LLP, counsel and the Noncompetition Agreement to Purchaser, addressed to be entered into with each Seller, dated as respectively, executed by a duly authorized officer of the Closing Date, in substantially the form of Exhibit F attached heretoPurchaser; (l) IRS Forms 85946.2.5 the Land Purchase Agreement and the Rxx and Rex2 Amendments, in the form annexed hereto as Exhibit D. (m) without limitation duly executed by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated hereby.Purchaser; and

Purchaser’s Deliveries. Subject to At the fulfillment or waiver of the conditions set forth in Section 7.2Closing, Purchaser shall execute and/or deliver ---------------------- or cause to Seller at be delivered to the Closing Triton Entities all of the following: (a) an amount equal the Closing Cash Payment, plus or minus, as applicable, any amounts required pursuant to the sum provisions of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller;Section 2.4; ----------- (b) an instrument of assumption for the NoteAssumed Liabilities (the "Instrument of Assumption"), in the form of Exhibit 9.2(b), duly executed by -------------- Purchaser; (c) an amount equal to the Inventory Amount Instrument of Conveyance, duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable Real Property Lease Assignment, duly executed by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. XxxxxLease Agreement Assignment, III in the form annexed hereto as Exhibit E (the "Employment Agreement")duly executed by Purchaser; (f) a certified copy of the Collocation Agreement Assignment, duly executed by Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of the Reciprocal Agreement Assignment, duly executed by Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) a certificate executed by an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf executive officer of Purchaser;, confirming the matters set forth in Sections 8.2 and 8.3; -------------------- (i) a certified copy certificate of resolutions the secretary of Purchaser attesting to (i) the organizational documents of Purchaser's board , (ii) the resolutions adopted by the general partner of directors, Purchaser duly authorizing the execution, delivery and performance of this Agreement by Purchaser and Purchaser's Ancillary Documentsthe execution and delivery by Purchaser of all instruments and documents contem plated hereby, and (iii) the signatures of the officers or authorized representatives of Purchaser who have been authorized on behalf of Purchaser to execute and deliver this Agreement and any other agreement executed or to be executed in connection herewith; (j) a closing good standing certificate executed by an officer of Purchaser (or any other officer from the Secretary of Purchaser specifically authorized to do so), on behalf State of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of PurchaserDelaware; (k) the written opinion of XxXxxxxxxx & XxxxxTower Lease Agreement, LLP, counsel to duly executed by Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594the Site Agreements, in the form annexed hereto as Exhibit D.duly executed by Purchaser; (m) without limitation the Real Property Lease Agreement, duly executed by Purchaser; (n) the specific enumeration Site Acquisition Agreement, duly executed by American Tower, L.P.; (o) the Build-to-Suit Agreement, duly executed by American Tower, L.P.; (p) an opinion of Purchaser's counsel, in a form reasonably acceptable to the foregoingparties hereto; (q) any Contractual Consents obtained by Purchaser; and (r) the Direction Letter, all other documents required from Purchaser to consummate the transaction contemplated herebyduly executed by Xxxxxxxxx.

Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.24.3, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of SellerClosing Estimate Payment paid in accordance with Section 1.5(b); (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate ’s certificate or articles of Incorporation and Bylawsincorporation issued by the secretary of state of Purchaser’s state of formation; (gc) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date executed by the Secretary secretary of State of New York; Purchaser certifying as true and correct the following: (hi) an the incumbency and specimen signature certificate with respect to the officers of each officer of Purchaser executing this Agreement and Purchaser's Ancillary Documents any other document delivered hereunder on behalf of Purchaser; ; (iii) a certified copy of Purchaser’s by-laws; and (iii) a copy of the resolutions of Purchaser's ’s board of directors, directors authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents;any other documents delivered by Purchaser hereunder; and (jd) a closing certificate executed by an officer the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that the effect that: (i) Purchaser's ’s representations and warranties to Seller are true and correct as if originally made on and as of the Closing Date (except to the extent expressly made as if then originally made (of an earlier date, in which case as of such date) or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that ; (ii) all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), ; and that (iii) all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated hereby.