Common use of Seller Closing Deliverables Clause in Contracts

Seller Closing Deliverables. At the Closing, the Seller shall execute and/or deliver (or cause to be executed and/or delivered) to Buyer the following documents: (i) an Assignment and Assumption of Lease Agreement in the form attached hereto as Exhibit A (each, an “Assignment and Assumption of Lease”) with respect to each Acquired Center Lease, assigning Seller’s right, title and interest under each Acquired Center Lease to Buyer; (ii) to the extent a landlord’s consent is required in connection with the assignment of an Acquired Center Lease to Buyer, a written consent from such landlord consenting to the assignment of such Acquired Center Lease to Buyer (which consent may be included in the Assignment and Assumption of Lease if agreed to by such landlord); (iii) all material consents, waivers, authorizations and approvals, if any, mutually agreed by the Parties to be required from any Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement; (iv) a certificate of a duly authorized officer of Seller certifying that each representation and warranty of Seller hereunder is true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (v) a certificate of a duly authorized officer of Seller certifying that Seller has performed and complied in all material respects with each of the covenants, agreements and obligations Seller is required to perform at or prior to Closing under the terms of this Agreement; (vi) a Bxxx of Sale in the form attached hereto as Exhibit B, transferring all of Seller’s right, title and interest in the Acquired Assets to Buyer; (vii) an Assignment of Contracts in the form attached hereto as Exhibit C (the “Assignment”); (viii) all such filings and submissions to the FDA or any other Governmental Authority, duly executed by Seller, as are necessary in connection with the transfer of the rights to any Licenses or Permits (to the extent so transferable); (ix) a certificate substantially in the form attached hereto as Exhibit D, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (x) evidence of release of any liens other than Permitted Encumbrances on the Acquired Assets; (xi) an RSV plasma supply agreement in form and substance mutually agreeable to the Parties, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will be able to purchase RSV plasma from the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation); and (xii) such additional documents as shall be reasonably requested by Buyer to consummate the transactions contemplated by this Agreement.

Seller Closing Deliverables. At the Closing, the Seller shall execute and/or deliver (or cause to be executed and/or delivered) to Buyer the following documents: (i) an Assignment and Assumption of Lease Agreement in the form attached hereto as Exhibit A to be mutually agreed by the Parties in connection with the Closing (each, an “Assignment and Assumption of Lease”) with respect to each Acquired Center Lease, assigning Seller’s right, title and interest under each Acquired Center Lease to Buyer; (ii) to the extent a landlord’s consent is required in connection with the assignment of an Acquired Center Lease to Buyer, a written consent from such landlord consenting to the assignment of such Acquired Center Lease to Buyer (which consent may be included in the Assignment and Assumption of Lease if agreed to by such landlord); (iii) all material consents, waivers, authorizations and approvals, if any, mutually agreed by the Parties to be required from any Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement; (iv) a certificate of a duly authorized officer of Seller certifying that each representation and warranty of Seller hereunder is true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (v) a certificate of a duly authorized officer of Seller certifying that Seller has performed and complied in all material respects with each of the covenants, agreements and obligations Seller is required to perform at or prior to Closing under the terms of this Agreement; (vi) a Bxxx of Sale in the form attached hereto as Exhibit BA, transferring all of Seller’s right, title and interest in the Acquired Assets to Buyer; (vii) an Assignment of Contracts in the form attached hereto as Exhibit C B (the “Assignment”); (viii) all such filings and submissions to the FDA or any other Governmental Authority, duly executed by Seller, as are necessary in connection with the transfer of the rights to any Licenses or Permits (to the extent so transferable); (ix) a certificate substantially in the form attached hereto as Exhibit DC, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (x) evidence of release of any liens other than Permitted Encumbrances on the Acquired Assets; (xi) an RSV plasma supply agreement in form and substance mutually agreeable to the Parties, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will be able to purchase RSV plasma from the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation); and (xii) such additional documents as shall be reasonably requested by Buyer to consummate the transactions contemplated by this Agreement.

Seller Closing Deliverables. At No later than 12:00 pm New York time on the ClosingClosing Date, the Seller shall execute and/or deliver (or cause to be executed and/or delivered) delivered to Buyer Purchaser the following documentsfollowing: (i) an Assignment and Assumption of Lease Agreement A deed without warranty in proper form for recording in the form attached hereto as Exhibit A E (eachthe “Deed”), an “Assignment and Assumption of Lease”) with respect to each Acquired Center Lease, assigning duly executed by Seller’s right, title and interest under each Acquired Center Lease to Buyer; (ii) to the extent a landlord’s consent is required in connection with the assignment of an Acquired Center Lease to Buyer, a written consent from such landlord consenting to the assignment of such Acquired Center Lease to Buyer (which consent may be included in the Assignment A properly completed and Assumption of Lease if agreed to duly executed IRS Form W-9 by such landlord)Seller; (iii) all material consentsIf Purchaser elects to purchase an owner’s policy of title insurance, waivers, authorizations and approvals, if any, mutually agreed by an Owner’s Affidavit of Title for the Parties to be required from any Governmental Authorities in connection with the consummation benefit of the transactions contemplated by this Agreement; (iv) a certificate of a duly authorized officer of Seller certifying that each representation and warranty of Seller hereunder is true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (v) a certificate of a duly authorized officer of Seller certifying that Seller has performed and complied in all material respects with each of the covenants, agreements and obligations Seller is required to perform at or prior to Closing under the terms of this Agreement; (vi) a Bxxx of Sale Title Company in the form attached hereto as Exhibit BF (or such other form as reasonably approved by Xxxxxx and the Title Company), transferring all of duly executed by Seller’s right, title and interest in the Acquired Assets to Buyer; (viiiv) an Assignment A bill of Contracts sale in the form attached hereto as Exhibit C G (the “AssignmentBill of Sale”); (viii) all such filings and submissions to the FDA or any other Governmental Authority, duly executed by Seller, as are necessary in connection with the transfer of the rights to any Licenses or Permits (to the extent so transferable)Xxxxxx; (ixv) a certificate substantially An assignment and assumption of contracts in the form attached hereto as Exhibit DH (the “Assignment of Contracts”), certifying that Seller is not a “foreign person” within the meaning of Section 1445 duly executed by Seller; (vi) An assignment and assumption of the Codemembership interests in Meter Holding in the form attached hereto as Exhibit I (the “Assignment of Membership Interests”, and, together with the Deed, the Bill of Sale, and the Assignment of Contracts, collectively, the “Closing Documents”), duly executed by Seller; (vii) The Amended TNMP Contract, duly executed by Seller and TNMP; (viii) A reasonable number of copies of the plans, drawings, specifications, specialized configurations, diagrams, designs or other existing materials and documents set forth on Exhibit K that in each case are included in the Licensed Materials and in Seller’s possession and solely in the form or medium in which Seller currently maintains such Licensed Materials (delivery of which may be by e-mail); (ix) Copies of all material manufacturer or other express warranties relating to the Transferred Personal Property that are in Seller’s possession and solely in the form or medium in which Seller currently maintains such warranties (delivery of which may be by e-mail); (x) evidence Evidence of release authority, good standing (if applicable) and due authorization of any liens other than Permitted Encumbrances on Seller to enter into the Acquired AssetsTransactions and to perform all of its obligations hereunder as reasonably requested by the Title Company, including the execution and delivery of all of the Closing Documents required by this Agreement, and setting forth such additional facts, if any, as may be needed to show that the Transactions are duly authorized and are in conformity with Seller’s organizational documents and applicable laws; (xi) an RSV plasma supply agreement Such other documents, certificates, instruments, affidavits and transfer tax returns as are customarily executed by a seller of real property in form the City, County and substance mutually agreeable to the Parties, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will be able to purchase RSV plasma from the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation)State; and (xii) A file-stamped copy of the Settlement and Sale Order. For the avoidance of doubt, the delivery of such additional documents as copies of Licensed Materials pursuant to Section 7(b)(viii) above shall not itself convey any ownership right to any such Licensed Materials, or other right, title or interest in or to any Licensed Materials, and any use by Purchaser of such Licensed Materials shall be reasonably requested by Buyer to consummate for the transactions contemplated by this Agreementlimited purposes described in, and subject to, Section 14(b).

Seller Closing Deliverables. At the Closing, the Seller shall execute and/or deliver (or cause to be executed and/or delivered) to Buyer the following documents: (i) an Seller shall deliver or cause to be delivered to Buyer the Seller-Buyer Bill of Sale, Assignment and Assumption of Lease Agreement Agreement, in the form attached hereto as of Exhibit A (eachthe “Seller-Buyer Bill of Sale, an “Assignment and Assumption of LeaseAgreement”) with respect to each Acquired Center Lease), assigning Seller’s right, title and interest under each Acquired Center Lease to Buyerduly executed by Seller and/or its applicable Affiliates; (ii) Seller shall deliver or cause to the extent a landlord’s consent is required in connection with the assignment of an Acquired Center Lease to Buyer, a written consent from such landlord consenting to the assignment of such Acquired Center Lease be delivered to Buyer (which consent may be included the Transition Services Agreement, in the Assignment and Assumption form of Lease if agreed to Exhibit B (the “Transition Services Agreement”), duly executed by such landlord)Seller and/or its applicable Affiliates; (iii) all material consents, waivers, authorizations and approvals, if any, mutually agreed by the Parties Seller shall deliver or cause to be required from any Governmental Authorities delivered to Buyer the Escrow Agreement, in connection with the consummation form of Exhibit C (the transactions contemplated “Escrow Agreement”), duly executed by this AgreementSeller and/or its applicable Affiliates; (iv) a certificate of a duly authorized officer of Seller certifying that each representation and warranty of Seller hereunder is true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually shall make available to Buyer all physical or in the aggregate, reasonably be expected to have a Material Adverse Effecttangible Purchased Assets where then located; (v) a certificate Seller shall deliver to Buyer the AstraZeneca Consent, the Daiichi Sankyo Notice and any other written consent to assignment in favor of a duly authorized officer of Buyer from the parties opposite the Seller certifying that Seller has performed and complied in all material respects with each of the covenants, agreements and obligations Seller is required to perform at or prior to Closing its Affiliates under the terms of this Agreement;agreements set forth on Schedule 2.4(b)(v) (the “Required Consents”), which consents and notices shall be in a form reasonably acceptable to Buyer; ​ ​ ​ (vi) a Bxxx of Sale in Seller shall deliver or cause to be delivered to Buyer the form attached hereto as Exhibit BAmendment to Credit Agreement and Collateral Documents, transferring all of Seller’s right, title and interest in the Acquired Assets to Buyerduly executed by Seller and/or its applicable Affiliates; (vii) Seller shall provide or cause to be provided to Buyer access to all Books and Records, Business Regulatory Documentation and Docket Files that are, in each case, stored in an Assignment of Contracts electronic or digital format in a manner mutually agreed by the form attached hereto as Exhibit C (the “Assignment”);Parties; and (viii) all such filings and submissions Seller shall provide or cause to the FDA or any other Governmental Authority, be provided to Buyer a duly executed by Seller, as are necessary in connection with the transfer of the rights to any Licenses or Permits (to the extent so transferable); (ix) a certificate substantially in the form attached hereto as Exhibit D, IRS Form W-9 from Seller certifying that Seller is not a “foreign United States person” within the meaning of Section 1445 7701(a)(30) of the Code; (x) evidence of release of any liens other than Permitted Encumbrances on the Acquired Assets; (xi) an RSV plasma supply agreement in form Code and substance mutually agreeable to the Parties, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will be able to purchase RSV plasma is exempt from the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation); and (xii) such additional documents as shall be reasonably requested by Buyer to consummate the transactions contemplated by this AgreementU.S. federal backup withholding.

Seller Closing Deliverables. At the Closing, the Seller shall execute and/or deliver (or shall have delivered), or cause to be executed and/or delivered) , to the Buyer the following documentsfollowing: (ia) an executed and notarized Bill of Sale, in form and substance mutually acceptable to the Buyer and Seller (the “Bill of Sale”); (b) an executed Assignment and Assumption Agreement with respect to the Assumed Contracts and the Assumed Leases, in form and substance mutually acceptable to the Buyer and Seller (the “Assumption Agreement”); (c) an executed Assignment and Assumption of Lease Agreement in (the form attached hereto as Exhibit A (each, an “Assignment and Assumption of Lease”) with respect to each Acquired Center Lease), assigning Seller’s rightby and between the Seller and Buyer, title whereby the Seller will assign, transfer and interest under each Acquired Center Lease to Buyer; (ii) to the extent a landlord’s consent is required in connection with the assignment of an Acquired Center Lease convey to Buyer, a written consent from such landlord consenting to the assignment free and clear of such Acquired Center Lease to Buyer (which consent may be included in the Assignment and Assumption of Lease if agreed to by such landlord); (iii) all material consentsEncumbrances, waivers, authorizations and approvals, if any, mutually agreed by the Parties to be required from any Governmental Authorities in connection with the consummation all of the transactions contemplated by this Agreement; (iv) a certificate of a duly authorized officer of Seller certifying that each representation and warranty of Seller hereunder is true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (v) a certificate of a duly authorized officer of Seller certifying that Seller has performed and complied in all material respects with each of the covenants, agreements and obligations Seller is required to perform at or prior to Closing under the terms of this Agreement; (vi) a Bxxx of Sale in the form attached hereto as Exhibit B, transferring all of Seller’s right, title and interest in and to the Acquired Assets Laboratory Lease, and an executed consent to assignment from the Landlord consenting to the assignment of the Laboratory Lease to Buyer, all in form and substance mutually acceptable to Buyer and the Seller; (d) an executed Professional Services Agreement, in form and substance mutually acceptable to the Buyer and Seller (the “Professional Services Agreement”); (e) an executed Management Services Agreement, in form and substance mutually acceptable to the Buyer and Seller (the “Management Services Agreement”); (f) an executed Succession Agreement, in form and substance mutually acceptable to the Buyer, Seller and Owner (the “Succession Agreement”); (g) an executed Escrow Agreement; (h) an executed Executive Employment Agreement, in form and substance mutually acceptable to Owner and Buyer (the “Executive Employment Agreement”); (i) an Employment Agreement, by and between Bxxxx and Mxxx Xxxxxxxx-Xxxx, duly executed by Mxxx Xxxxxxxx-Hair, in form and substance satisfactory to Buyer; (viij) an Assignment executed Subscription Agreement, in a form provided by Parent and completed by Owner as Trustee of Contracts the Jxxxx Living Trust in a manner satisfactory to Parent, regarding the form attached hereto Parent Equity that Seller has directed to be issued to the Jxxxx Living Trust as Exhibit C part of the Purchase Price (the “AssignmentSubscription Agreement”); (viiik) all such filings and submissions evidence of transfer to the FDA or any other Governmental Authority, duly executed accounts designated by Seller, as are necessary in connection with the transfer Buyer of the rights to any Licenses or Permits (to the extent so transferable)Cash in Bank Amount; (ixl) a certificate substantially in Certificates of fact issued by the form attached hereto as Exhibit D, certifying Secretary of State of the State of Texas and account status issued by the Texas Comptroller of Public Accounts for the Seller and dated within ten (10) days prior to the Closing Date; (m) Certificates from the Seller pursuant to Treasury Regulations Section 1.1445-2(b) that the Seller is not a “foreign person” person within the meaning of Section 1445 of the Code; (x) evidence of release of any liens other than Permitted Encumbrances on Tax Code duly executed by the Acquired Assets; (xi) an RSV plasma supply agreement Seller, in form and substance mutually agreeable reasonably satisfactory to the PartiesBuyer; (n) a duly completed Form 01-917 Statement of Occasional Sale promulgated by the Texas Comptroller of Public Accounts executed by Seller; (o) Resolutions of the Seller authorizing the execution and delivery of this Agreement and the other Transaction Documents to which Seller is a party and the signature and incumbency of the officer of Seller authorized to execute and deliver this Agreement and the other Transaction Documents to which Seller is a party, which supply agreement will provide that for three (3) years after certified as true and accurate as of the Closing ADMA Biologics by an appropriate officer of Seller; (p) Payoff letters from lenders and ADMA BioManufacturing will be able creditors of the Seller providing for the payoff and release of all Encumbrances on the Purchased Assets, except for the Flow Cytometer Lease which is being assumed by Buyer, and otherwise in form and substance satisfactory to purchase RSV plasma from Buyer; (q) Copies of consents set forth in Schedule Section 1.01(i) duly executed by the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation)Person providing such consent; and (xiir) such additional Such other documents or instruments as shall be the Buyer reasonably requested by Buyer requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Seller Closing Deliverables. At On the ClosingClosing Date, the following shall be delivered to Purchaser: (a) Seller shall execute and/or deliver (deliver, or cause to be delivered, a duly executed and/or delivered) to Buyer the following documents: (i) an Assignment and Assumption bxxx of Lease Agreement sale in the form attached hereto as Exhibit A (each, an “Assignment and Assumption of Lease”) with respect to each Acquired Center Lease, assigning Seller’s right, title and interest under each Acquired Center Lease to Buyer; (ii) to the extent a landlord’s consent is required in connection with the assignment of an Acquired Center Lease to Buyer, a written consent from such landlord consenting to the assignment of such Acquired Center Lease to Buyer (which consent may be included in the Assignment and Assumption of Lease if agreed to by such landlord); (iii) all material consents, waivers, authorizations and approvals, if any, mutually agreed by the Parties to be required from any Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement; (iv) a certificate of a duly authorized officer of Seller certifying that each representation and warranty of Seller hereunder is true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (v) a certificate of a duly authorized officer of Seller certifying that Seller has performed and complied in all material respects with each of the covenants, agreements and obligations Seller is required to perform at or prior to Closing under the terms of this Agreement; (vi) a Bxxx of Sale in the form attached hereto as Exhibit B, transferring all of Seller’s right, title and interest in the Acquired Assets to Buyer; (vii) an Assignment of Contracts in the form attached hereto as Exhibit C (the “AssignmentBxxx of Sale”); (viiib) all such filings and submissions Seller shall deliver, or cause to the FDA or any other Governmental Authoritybe delivered, a duly executed by Seller, counterpart to an assignment and assumption agreement in the form attached as are necessary in connection with Exhibit B hereto (the transfer of the rights to any Licenses or Permits (to the extent so transferable“Assignment and Assumption Agreement”); (ixc) Parent and Seller shall deliver, or cause to be delivered, duly executed counterparts to a certificate substantially non-competition and non-solicitation agreement in the form attached hereto as Exhibit D, certifying that Seller is not a C hereto (the “foreign person” within the meaning of Section 1445 of the CodeNon-Competition and Non-Solicitation Agreement”); (xd) evidence of release of any liens other than Permitted Encumbrances on Parent shall deliver, or cause to be delivered, a duly executed counterpart to a content license agreement in the Acquired Assetsform attached as Exhibit D hereto (the “Content License Agreement”); (xie) an RSV plasma supply Parent shall deliver, or cause to be delivered, a duly executed counterpart to a transition services agreement in the form attached as Exhibit E hereto (the “Transition Services Agreement”); (f) Parent and substance mutually agreeable Seller shall deliver, or cause to be delivered, duly executed counterparts to an agreement terminating that certain Employment Agreement, dated March 30, 2006, by and among Seller, Parent and Bxxxx Xxxx, in the Partiesform attached as Exhibit F hereto (the “Termination of Employment Agreement”); (g) Seller shall deliver, which supply or cause to be delivered, assignment and assumption agreements in respect of (i) the Licensing Agreement, dated as of December 21, 2001, by and among AOL Online, Inc., Seller, Bxxxxxxx.xxx, Inc. and Hxxxxxxxx.xxx Inc., as amended, and (ii) the Lease by and between CH Realty Corp, LLC and Seller, dated as of July 22, 2002, as amended by the lease extension agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will be able to purchase RSV plasma from the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation)dated as of September 21, 2004; and (xiih) such additional documents as Seller shall be reasonably requested by Buyer deliver to consummate the transactions contemplated by this AgreementPurchaser an executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification).

Seller Closing Deliverables. At the Closing, the Seller shall execute and/or deliver (or cause to be executed and/or delivered) to Buyer the following documents: (i) Seller shall deliver to Buyer a duly executed counterpart to the Escrow Agreement; (ii) Seller shall, and Seller shall cause the applicable Group Companies to, deliver to Buyer an Assignment and Assumption executed copy of Lease Agreement the transition services agreement, substantially in the form attached hereto as Exhibit A (each, an the “Assignment and Assumption of LeaseTransition Services Agreement”) with respect to each Acquired Center Lease, assigning Seller’s right, title and interest under each Acquired Center Lease to Buyer; (ii) to the extent a landlord’s consent is required in connection with the assignment of an Acquired Center Lease to Buyer, a written consent from such landlord consenting to the assignment of such Acquired Center Lease to Buyer (which consent may be included in the Assignment and Assumption of Lease if agreed to by such landlord); (iii) all material consentsSeller shall deliver to Buyer resignation letters, waiversin a form reasonably satisfactory to Buyer, authorizations of those officers and approvalsdirectors of any Group Company that Buyer shall request in writing no less than ten (10) Business Days prior to the Closing Date, if any, mutually agreed by effective as of the Parties to Closing Date; provided that any such officers who are employees of any Group Company will not be required to resign in their capacity as employees; (iv) Seller shall deliver to Buyer a duly executed stock transfer instrument with respect to all of the Shares; (v) Seller shall deliver to Buyer the Seller Closing Certificate; (vi) Seller shall deliver to Buyer certificates of good standing for each of the Group Companies and Seller from any Governmental Authorities the applicable jurisdiction of formation of each such Group Company and Seller, no earlier than ten (10) days prior to the Closing Date; (vii) Seller shall deliver to Buyer a certificate of the Secretary of Seller, dated as of the Closing Date, in connection with form and substance reasonably satisfactory to Buyer, attaching certified copies of (A) resolutions of Seller’s board of directors and (B) the Company Stockholder Approval, in each case, authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated by this Agreement; (iv) a certificate of a duly authorized officer of Seller certifying that each representation hereby and warranty of Seller hereunder is true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (v) a certificate of a duly authorized officer of Seller certifying that Seller has performed and complied in all material respects with each of the covenants, agreements and obligations Seller is required to perform at or prior to Closing under the terms of this Agreement; (vi) a Bxxx of Sale in the form attached hereto as Exhibit B, transferring all of Seller’s right, title and interest in the Acquired Assets to Buyer; (vii) an Assignment of Contracts in the form attached hereto as Exhibit C (the “Assignment”)thereby; (viii) all Seller shall deliver evidence reasonably satisfactory to Buyer that the Group Companies have obtained the D&O Tail Policy and that the insurance carrier thereof has confirmed that such filings and submissions D&O Tail Policy is ready to be bound reasonably promptly following its receipt of confirmation that the FDA or any other Governmental Authority, duly executed by Seller, as are necessary in connection with the transfer of the rights to any Licenses or Permits (to the extent so transferable)Closing has occurred; (ix) Seller shall deliver to Buyer a certificate substantially in the form attached hereto as Exhibit D, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Codeproperly completed and validly executed original IRS Form W-9; (x) evidence of release of any liens other than Permitted Encumbrances on the Acquired Assets;Seller shall deliver to Buyer a duly executed Trademark Transfer Agreement; and (xi) an RSV plasma supply agreement in form and substance mutually agreeable Seller shall deliver to Buyer a duly executed counterpart to the Parties, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will be able to purchase RSV plasma from the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation); and (xii) such additional documents as shall be reasonably requested by Buyer to consummate the transactions contemplated by this Lock-Up Agreement.

Seller Closing Deliverables. At Upon the terms set forth in this Agreement, at the Closing, the Seller shall execute and/or deliver (or cause to be executed and/or delivered) to Buyer the following documents: (i) each Seller shall deliver to the Buyer a counterpart to an Assignment assignment and Assumption assumption agreement in the form attached hereto as Exhibit D in respect of Lease such Seller’s Sold Interests, duly executed by such Seller; (ii) each Seller shall deliver to the Buyer a duly completed and executed certificate of non-foreign status, dated as of the Closing Date, as provided in Treasury Regulations Section 1.1445-2(b)(2); (iii) each of SNC and 800 Cottontail shall deliver to the Buyer payoff letters in respect of the Existing Debt of such Company, duly executed by the Existing Lender (collectively, the “Payoff Letters”) and with respect to any other Indebtedness, of such Company, a payoff letter or other reasonable evidence of the full repayment thereof. (iv) the Sellers’ Representative shall deliver to the Buyer a counterpart to the Escrow Agreement, duly executed by the Sellers’ Representative; (v) Sellers shall, or shall cause their applicable Affiliates to, deliver to the Buyer a duly executed assignment of contracts, which agreement shall assign to the applicable Companies each agreement listed in Section 2.6(a)(v) of Sellers’ Disclosure Schedule; (vi) Sellers shall cause SCO to deliver to the Buyer (for the benefit of CyrusOne LLC) a duly executed counterpart to the Amended and Restated Services Agreement; and (vii) the applicable Sellers shall deliver to the Buyer a duly executed Restrictive Covenants Agreement in the form attached hereto as Exhibit A (each, an “Assignment and Assumption of Lease”) with respect to each Acquired Center Lease, assigning Seller’s right, title and interest under each Acquired Center Lease to Buyer; (ii) to the extent a landlord’s consent is required in connection with the assignment of an Acquired Center Lease to Buyer, a written consent from such landlord consenting to the assignment of such Acquired Center Lease to Buyer (which consent may be included in the Assignment and Assumption of Lease if agreed to by such landlord); (iii) all material consents, waivers, authorizations and approvals, if any, mutually agreed by the Parties to be required from any Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement; (iv) a certificate of a duly authorized officer of Seller certifying that each representation and warranty of Seller hereunder is true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (v) a certificate of a duly authorized officer of Seller certifying that Seller has performed and complied in all material respects with each of the covenants, agreements and obligations Seller is required to perform at or prior to Closing under the terms of this Agreement; (vi) a Bxxx of Sale in the form attached hereto as Exhibit B, transferring all of Seller’s right, title and interest in the Acquired Assets to Buyer; (vii) an Assignment of Contracts in the form attached hereto as Exhibit C F (the “AssignmentRestrictive Covenants Agreements”); (viii) all such filings and submissions to the FDA or any other Governmental Authority, duly executed by Seller, as are necessary in connection with the transfer of the rights to any Licenses or Permits (to the extent so transferable); (ix) a certificate substantially in the form attached hereto as Exhibit D, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (x) evidence of release of any liens other than Permitted Encumbrances on the Acquired Assets; (xi) an RSV plasma supply agreement in form and substance mutually agreeable to the Parties, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will be able to purchase RSV plasma from the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation); and (xii) such additional documents as shall be reasonably requested by Buyer to consummate the transactions contemplated by this Agreement.

Seller Closing Deliverables. At On the ClosingClosing Date, the Seller shall execute and/or deliver (deliver, or cause to be executed and/or delivered) to Buyer , the following documentsitems to Buyer: (ia) an Counterpart signature page to the Assignment and Assumption Agreement duly executed by an authorized representative of Seller; (b) Counterpart signature page to the ROFR Assignment and Amendment duly executed by an authorized representative of ROFR Assignee and Seller Parent; (c) Counterpart signature pages to a document or documents effectively terminating each ancillary agreement between Seller, or an Affiliate of Seller (other than the Project Company), and Buyer or an Affiliate of Buyer related to the Master Lease Agreement and set forth on Schedule 3.2.1(c); (d) Counterpart signature page to the Seller Parent Guaranty duly executed by an authorized representative of Seller Parent; (e) Counterpart signature pages of the Project Company and Seller or any applicable Affiliate of Seller to a document or documents effectively terminating any Project Company Affiliate Contracts; (f) A commitment for policies of title insurance covering the Real Property obtained by Seller from the Title Company for the benefit of Buyer, in form and substance reasonably satisfactory to Buyer, together with such standard affidavits and agreements executed by Seller as reasonably required by the Title Company to issue the final title policy in form attached hereto as Exhibit A (each, an “Assignment and Assumption of Lease”) with respect to each Acquired Center Lease, assigning Seller’s right, title and interest under each Acquired Center Lease substance reasonably satisfactory to Buyer; (iig) The resignations of any existing managers, officers, and employees of the Project Company; (h) To the extent in Seller’s possession or control and not already in Buyer’s (or an Affiliate of Buyer’s) possession, any original (or copies of originals not available) licenses, permits, records, approvals, and warranties, including but not limited to, to the extent a landlord’s consent is required not previously furnished, originals (or copies of originals not available) of all permits issued by appropriate Governmental Authorities and utility companies in connection with the assignment Facility or Real Property, including zoning approvals, building permits and certificates of occupancy; (i) To the extent in Seller’s possession or control and not already in Buyer’s (or an Acquired Center Lease Affiliate of Buyer’s) possession, copies of all plans, specifications, mechanical, electrical and plumbing layouts, operating manuals, leasing information and similar items utilized in connection with or pertaining to the development and construction of the Facility or Real Property; (j) A certificate of good standing, dated within [***] days prior to the Closing Date, as to the continued existence of the Project Company, issued by the Delaware Secretary of State; (k) A certification of non-foreign status of Seller or, if any Seller is a disregarded entity for federal income tax purposes, the regarded owner of Seller, in the form and manner which complies with the requirements of Section 1445(b)(2) of the Code and Treasury Regulation Section 1.1445-2(b)(2) and in form and substance reasonably satisfactory to Buyer; and (l) A certificate, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, a written consent from such landlord consenting to the assignment of such Acquired Center Lease to Buyer (which consent may be included in the Assignment and Assumption of Lease if agreed to by such landlord); (iii) all material consents, waivers, authorizations and approvals, if any, mutually agreed by the Parties to be required from any Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement; (iv) a certificate of a duly authorized officer representative of Seller certifying (i) as to Seller’s incumbent officers, organizational documents, good standing and due authorization, and (ii) that each representation and warranty all representations of Seller hereunder is contained in this Agreement are true and correct in all material respects as though made on and as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (v) a certificate of a duly authorized officer of Seller certifying that Seller has performed and complied in all material respects with each of the covenants, agreements and obligations Seller is required to perform at or prior to Closing under the terms of this Agreement; (vi) a Bxxx of Sale in the form attached hereto as Exhibit B, transferring all of Seller’s right, title and interest in the Acquired Assets to Buyer; (vii) an Assignment of Contracts in the form attached hereto as Exhibit C (the “Assignment”); (viii) all such filings and submissions to the FDA or any other Governmental Authority, duly executed by Seller, as are necessary in connection with the transfer of the rights to any Licenses or Permits (to the extent so transferable); (ix) a certificate substantially in the form attached hereto as Exhibit D, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (x) evidence of release of any liens other than Permitted Encumbrances on the Acquired Assets; (xi) an RSV plasma supply agreement in form and substance mutually agreeable to the Parties, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will be able to purchase RSV plasma from the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation); and (xii) such additional documents as shall be reasonably requested by Buyer to consummate the transactions contemplated by this AgreementDate.

Seller Closing Deliverables. At the Closing, the The Seller shall execute have executed and/or deliver (delivered, or cause shall have caused to be executed and/or delivered, the following: (a) Seller shall deliver to Buyer the following documents:Files and Records forming a part of the Purchased Assets; (ib) an Seller shall execute and deliver to the Buyer a warranty deed in the form to be prepared by Buyer’s counsel, and a transfer tax return in respect of the conveyance of the Real Property; (c) Seller shall deliver to the Buyer copies of the executed consents, waivers and approvals specified on Schedule 2.2(c), or required to transfer to Buyer any of the Purchased Assets; (d) Seller shall execute and deliver to the Buyer a Xxxx of Sale and Assignment and Assumption of Lease Agreement the Purchased Assets, duly executed by the Seller, in the form attached hereto as Exhibit A Schedule 12.5(d); (eache) Seller shall deliver to the Buyer a certified copy of the resolutions adopted by the Board of Directors of Seller, an “Assignment Integrated Brands, Inc. and Assumption Coolbrands International, Inc. authorizing the sale of Lease”the Purchased Assets in accordance with this Agreement; (f) with respect Seller shall deliver to each Acquired Center LeaseBuyer a good standing certificate for Seller issued by the Secretary of State of the State of Virginia; (g) Seller, assigning Integrated Brands, Inc. and Coolbrands International, Inc. shall execute and deliver to Buyer the Noncompetition Agreement; (h) Seller shall deliver to Buyer physical possession and control of the Purchased Assets; (i) Seller shall deliver to Buyer UCC-3 Financing Statements, discharges and releases, releasing all Liens (other than Permitted Liens) on the Purchased Assets; (j) the opinion of Seller’s rightattorney that all necessary action for the due authorization of this Agreement and the other Transaction Documents by Seller has been taken, title and interest under each Acquired Center Lease shall be delivered to Buyer; (iik) to the extent Seller shall deliver a landlord’s consent is required in connection with the assignment of an Acquired Center Lease to Buyer, a written consent from such landlord consenting to the assignment of such Acquired Center Lease to Buyer (which consent may be included in the Assignment and Assumption of Lease if agreed to by such landlord); (iii) all material consents, waivers, authorizations and approvals, if any, mutually agreed by the Parties to be required from any Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement; (iv) a certificate of a duly authorized officer of Seller certifying that each representation and warranty of Seller hereunder is true and correct non-foreign affidavit dated as of the Closing Date (except that those representations Date, sworn under penalty of perjury and warranties which address matters only as of a particular date need only be true in form and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected substance required under Treasury Regulations issued pursuant to have a Material Adverse Effect; (v) a certificate of a duly authorized officer of Seller certifying that Seller has performed and complied in all material respects with each Section 1445 of the covenantsCode, agreements and obligations Seller is required to perform at or prior to Closing under the terms of this Agreement; (vi) a Bxxx of Sale in the form attached hereto as Exhibit B, transferring all of Seller’s right, title and interest in the Acquired Assets to Buyer; (vii) an Assignment of Contracts in the form attached hereto as Exhibit C (the “Assignment”); (viii) all such filings and submissions to the FDA or any other Governmental Authority, duly executed by Seller, as are necessary in connection with the transfer of the rights to any Licenses or Permits (to the extent so transferable); (ix) a certificate substantially in the form attached hereto as Exhibit D, certifying stating that Seller is not a “foreign person” within the meaning of as defined in Section 1445 of the Code; (xl) evidence of release of any liens other than Permitted Encumbrances on Seller shall cause the Acquired Assetstitle insurance policy with respect to the Real Property to be issued in accordance with the Title Commitment, and shall pay the required premium; (xim) an RSV plasma supply agreement in form Seller shall execute and substance mutually agreeable deliver to Buyer such other vehicle certificates, endorsements, assignments and other instruments of conveyance reasonably acceptable to Buyer that shall be necessary and sufficient to transfer title to the Parties, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will be able remaining Purchased Assets to purchase RSV plasma from the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation); andBuyer; (xiin) such additional documents Seller shall deliver to Buyer documentation evidencing that Buyer has terminated all of its employee with respect to the Business, as shall be reasonably requested by Buyer to consummate the transactions contemplated required by this Agreement; (o) Seller shall execute and deliver to Buyer a Closing Statement which shall prorate as of the Closing Date such items as are customarily prorated between buyers and sellers of assets similar to the Purchased Assets within the county in which the Facility is situated, including but not limited to the following: (i) real estate and personal property taxes (which shall be prorated based upon the latest available tax information, whether for the current or preceding year, subject to adjustment when the actual tax bills for the year of Closing are available; (ii) all utility charges, including but not limited to electricity, gas, water, sewer, cable and telephone (which shall be determined by actual meter readings if available; otherwise they shall be estimated on the basis of the last billing available from the respective utilities); (iii) liabilities under all service, maintenance, leasing, management and similar contracts that will continue after Closing (which shall be prorated based upon work performed and actual expenses incurred), and (iv) fees and other charges for licenses and Permits assigned by Seller to Buyer (p) Seller shall execute and/or deliver to Buyer all other agreements, certificates, instruments and other documents required of Seller at Closing under this Agreement.