Common use of Seller’s Closing Deliveries Clause in Contracts

Seller’s Closing Deliveries. Seller shall have delivered to Purchaser the following at Closing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.

Seller’s Closing Deliveries. Seller shall have delivered to Purchaser the following at Closing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title Subject to the Purchased Assets as Purchaser shall reasonably request, in form terms and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance conditions of this Agreement; (d) a certificate of good standing of , at the Closing, Seller from will deliver, or cause to be delivered, the Secretary of State of Georgia; (e) evidence satisfactory following to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser;Buyer: (i) a certificate signed duly executed by a duly authorized officer of Seller's president, dated as of the Closing Date, regarding certifying as to the transfer of Seller's account at Huntington Bankmatters set forth in Section 6.1(a)(iii); (jii) a Noncompetition duly executed assignment of the Equity Interests, in substantially the form attached to this Agreement with Seller as Exhibit B (the “Assignment”); (iii) a duly executed counterpart of the Transition Services Agreement, in substantially the form attached to this Agreement as Exhibit C (the “Transition Services Agreement”); (iv) a duly executed certificate, in the form attached hereto prescribed by Treasury Regulations under Section 1445 of the Code, stating that Seller (or its owner, if Seller is disregarded as Schedule 8.9an entity separate from its owner for federal tax purposes) is not a “foreign person” within the meaning of Section 1445 of the Code; (v) a duly executed counterpart of a termination agreement with regard to the Confidentiality Agreement by Seller and its Affiliates that are a party thereto; (vi) a duly executed receipt of Seller evidencing receipt of the Purchase Price, less the Escrow Amount and as adjusted pursuant to Section 2.4(b) and Section 2.7(c), if applicable; (vii) evidence that all Liens under the Senior Secured Credit Facility relating to any and all assets pertaining to the Business have been released and terminated in form and content reasonably satisfactory to Buyer; (viii) two copies of a CD-ROM containing all documents posted in the Data Room at any time after April 5, 2009 and up to, and including, the Closing Date, and a true, complete and correct index thereof; (ix) a duly executed counterpart of the Escrow Agreement; and (kx) such all other documents documents, certificates, instruments and instruments as may writings required to be reasonably requested and satisfactory delivered at or prior to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderthe Closing pursuant to this Agreement.

Seller’s Closing Deliveries. At Closing, Seller shall have deliver or cause to be delivered to Purchaser Buyer in form and content reasonably acceptable to the following at ClosingParties and their counsel: (ai) The stock certificates representing the AssignmentSubject Shares, the Bill xx Sale and together with appropriate stock powers or such other instruments of assignment and transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets or otherwise as Purchaser Buyer shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (cii) a certified copy of Resolutions Two (2) counterparts of the Board of Directors of Seller authorizing the execution, delivery and performance of this AgreementBlock Employment Agreement executed by Mr. Block; (diii) a certificate Two (2) counterparts of good standing of Seller from the Secretary of State of GeorgiaBlock Noncompetition Agreement executed by Mr. Block; (eiv) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(aTwo (2) herein have been removed or otherwise addressed to Purchasercounterparts of the Block Finder's satisfactionFee Agreement executed by Mr. Block; (fv) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior From counsel to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance acceptable to Buyer, addressed to the Buyer, and dated as of the Closing Date containing such opinions, assumptions and qualifications as may be reasonably acceptable to PurchaserBuyer's legal counsel; (ivi) Two (2) counterparts of a certificate signed Registration Rights Agreement executed by Seller in a form similar to those previously entered into by similarly situated shareholders of Buyer (the "Registration Rights Agreement"); (vii) Two (2) counterparts of a Subordination Agreement in form and content reasonably acceptable to Seller, Buyer and the senior lender for Buyer, executed by Seller (the "TCB Subordination Agreement"); (viii) Two (2) counterparts of a Subordination Agreement in form and content reasonably acceptable to Seller, Buyer and the Investor, executed by the Seller (the "Pecks Subordination Agreement"); (ix) Two (2) counterparts of a Contingent Stock Pledge Agreement executed by Mr. Block pursuant to which Mr. Block pledges the stock of Buyer to be issued to Mr. Block under Note 1 and/or Note 2, in order to secure performance of his obligations hereunder (the "Pledge Agreement"); (x) Investor Representation Letters in form and content reasonably acceptable to Seller and Buyer, duly executed by the Seller; (xi) Resignation Letters in form and content reasonably acceptable to Buyer, duly executed by all of the directors and officers of the Company, and by Xxxxxx X. Block and Xxxxxxx X. Block; (xii) Evidence reasonably acceptable to Buyer of the acquisition of Block Transcription by the Company; (xiii) Evidence reasonably acceptable to Buyer that the Certificate and Articles of Incorporation of Block Predecessor were revoked by Proclamation; (xiv) Such consents, waivers, estoppel letters or similar documentation as Buyer shall request, in Buyer's presidentsole discretion, dated the Closing Date, regarding in connection with the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9Subject Shares; and (kxv) such All other documents and instruments items required to be delivered hereunder or as may be requested which are necessary or would reasonably requested facilitate consummation of the transactions contemplated hereby. Notwithstanding any provisions in this Agreement to the contrary, and satisfactory notwithstanding the fact that the Company and Block Transcription are named parties to Purchaser the Subordination Agreements, the Subordination Agreements are to be executed as of Closing by Seller individually and its counsel in connection with Seller's satisfaction not on behalf of each either the Company or Block Transcription, and Buyer will, following Closing, cause the Subordination Agreements to be executed by the Company and Block Transcription. In addition, Seller will put Buyer into full and peaceful possession and enjoyment of its obligations hereunderthe Assets and the Leased Assets immediately upon the occurrence of the Closing.

Seller’s Closing Deliveries. Seller Xxxxxxxxx shall have delivered received at or prior to Purchaser the Closing each of the following at Closingdocuments: (a) the Assignment, the Bill xx The Xxxx of Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to PurchaserAssignments executed by Sellers; (b) copies An opinion of Dechert LLP, dated as of the Records which Purchaser may reasonably requestClosing Date, in the form attached as Exhibit C; (c) a certified copy A mutual release of Resolutions all claims between Xxxxxxxxx of the Board of Directors of Seller authorizing the executionMichigan, delivery Inc., and performance of this AgreementFabriSteel in form and substance acceptable to Xxxxxxxxx; (d) a certificate An assignment of good standing of Seller from the Secretary of State of GeorgiaUAW FabriSteel’s collective bargaining agreement in the form attached as Exhibit E; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactionTransitional Services Agreement with a subsidiary of FastenTech in the form attached as Exhibit F; (f) a list Certificates of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list Secretary of the Unearned Revenue (Report 17)Sellers attesting to the incumbency of such Seller’s officers, each as the authenticity of the last NRTC billing period ending prior to resolutions authorizing the Closing Datetransactions contemplated by this Agreement, and the authenticity and validity of its organizational documents; (g) a certificate signed by Seller's president, dated Landlord waiver and estoppel certificates from each lessor under the Closing Date, to the effect that the conditions Leases set forth in this Article VIII have been satisfiedSchedule 2.8 (i) representing that there are no outstanding claims against FabriSteel under any such Lease, and no outstanding defaults or events which with notice or the passage of time or both may become defaults; (ii) specifying the commencement and termination dates under the Lease; (iii) specifying the rental rates under the Lease; (iv) providing a landlord waiver in favor of Xxxxxxxxx’x lenders; and (v) any other matters that Xxxxxxxxx may reasonably request, all substantially in the form attached as Exhibit H; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition The Supply Agreement with Seller substantially FastenTech in the form attached hereto as Schedule 8.9Exhibits I; and (ki) such other documents Certificates of Amendment to the Articles of Incorporation of FabriSteel and instruments as may be reasonably requested Profile Steel changing their corporate names to one not using the terms “FabriSteel” and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder“Profile Steel”.

Seller’s Closing Deliveries. Seller On or prior to the Closing Date, the Seller, DAC and the Shareholders shall deliver, and/or the Purchaser shall have delivered to Purchaser received, the following at Closingfollowing: (a) Appropriate evidence of all necessary corporate action by each of the AssignmentSeller and DAC in connection with the transactions contemplated hereby, the Bill xx Sale and other instruments of transfer to effectively assignincluding, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably requestwithout limitation, in form and substance reasonably satisfactory to Purchaser; (b) certified copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of unanimous resolutions duly adopted by the Board of Directors and the Shareholders, as shareholders, of Seller the Seller, and the Board of Directors and the Shareholders, as the shareholders of DAC, authorizing the execution, delivery and performance by each of the Seller and DAC of this Agreement and all writings executed in connection herewith (and specifically approving the sale by each of the Seller and DAC of substantially all of its assets), and a certificate as to the incumbency of officers of each of the Seller and DAC executing any instrument or document delivered in connection with this Agreement;. (b) A lien search (including UCC, suits and judgements, and federal and state tax liens) on the Seller, DAC, the Shareholders, recording no Encumbrances except as permitted by this Agreement. (c) Corporate and tax certificates of good standing of the Seller in the State of New York. (d) a certificate A duly executed Shareholders Employment Agreement between each of good standing the Shareholders and the Purchaser in the form of Seller from Exhibit 7.2 attached hereto for SA and in the Secretary form of State of Georgia;Exhibit 7.3 attached hereto for CH. (e) evidence satisfactory An opinion of Xxxxxxx & Xxxxxxx, counsel for the Seller, DAC and the Shareholders, to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction;the effect set forth in Exhibit 14.1 attached hereto. (f) a list All keys, locks, safe combinations, books and records and computer access codes of the Accounts Receivable from all Customers (Reports 18A Seller, customer, vendor, contractor, product source and 19A) supplier lists, and a list other items so as to put the Purchaser into full possession of the Unearned Revenue (Report 17), each as Purchased Assets of the last NRTC billing period ending Seller purchased pursuant to this Agreement, into full possession of the premises under all of the Real Property Leases, and to obtain full access to Seller's computer systems. (g) A duly executed Xxxx of Sale in the form of Exhibit 14.2 attached hereto. (h) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for the Showroom Lease and the Warehouse Lease, together with consents to assignment and estoppel certificates from the landlords thereof. (i) Evidence of the Seller, DAC and the Shareholders having received all requisite third party consents and approvals to the transactions contemplated hereby, including, without limitation, from each of the parties listed on Schedule 5.4 attached hereto. (j) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses, together with duly executed consents and estoppel certificates from the licensors of the Trademark Licenses(and Xxxxxx Corporation, where applicable) to the assignment thereof from Seller to Purchaser, together with duly executed extensions, renewals and modifications thereof in accordance with Schedule 5.10 hereto. (k) A duly executed Employee Non-Disclosure Agreement on Purchaser's standard from each employee of Seller designated by Purchaser. (l) A duly executed Assignment of Trademark in the form of Exhibit 14.3 attached hereto for each trademark owned by Seller and listed on Schedule 1.9 hereto. (m) Duly executed and delivered UCC-3 termination statements terminating any security interest in the Purchased Assets. (n) A duly executed consent by the licensor of Seller's Duck Head license to the termination of the term thereof on or prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable satisfactory to Purchaser;. (io) a certificate signed by Seller's president, dated Complete and accurate schedules of the Purchased Assets and Assumed Liabilities at the Closing Date, regarding in conformity with the transfer requirements of Section 1 of this Agreement. (p) Duly executed assignments of the Equipment Leases listed on Schedule 1.11 and (post-closing) consents of the lessors thereof. (q) Duly executed amendments to Seller's account at Huntington Bank;and DEL's Certificate of Incorporation and d/b/a discontinuance certificates as required by Section 10 hereof. (jr) a Noncompetition The Shareholders Agreement with Seller substantially in the form attached hereto as Schedule 8.9; andof Exhibit 3.3 duly executed by Seller and Shareholders. (ks) such other documents Duly executed SEC Forms 3 and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with 13D reporting Seller's satisfaction and Shareholders' ownership of each Aris Common Stock. (t) An amendment to Seller's shareholders agreement providing that neither SA nor CH will transfer any shares thereof or of its obligations hereunderDEL or DAC. (u) Confirmatory letters from DEL and DAC. (v) All other releases, consents, agreements and approvals required to be obtained by the Seller, DAC and the Shareholders to permit the consummation of the transactions contemplated hereby in accordance with the terms and conditions of this Agreement and all other documentation required to be delivered at or prior to the Closing under the terms of this Agreement.

Seller’s Closing Deliveries. At the Closing, Seller shall have deliver or cause to be delivered to Purchaser the following at ClosingBuyer: (ai) certificates representing the Shares, duly endorsed in blank or accompanied by sufficient instruments of transfer; (ii) a certificate of Seller duly executed by an authorized officer of Seller, dated as of the Closing Date, certifying as to Seller’s compliance with the conditions set forth in Section 6.2(a) and Section 6.2(b); (iii) counterparts of each Transaction Agreement other than this Agreement to which a Seller Party is a party, duly executed by such Seller Party; (iv) the Assignment, written resignations of the Bill xx Sale directors of the Company and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably requestTransferred Subsidiary, in form and substance reasonably satisfactory to PurchaserBuyer, effective as of the Closing, except as requested by Buyer not less than five Business Days prior to the Closing, duly executed by each such director; (bv) a certificate, dated as of the Closing Date, signed by the Secretary or Assistant Secretary or other duly authorized officer of Seller (1) certifying that attached thereto are true and complete copies of resolutions duly adopted by the Records which Purchaser may reasonably request; (c) a certified copy board of Resolutions of the Board of Directors directors of Seller authorizing the execution, delivery and performance of this AgreementAgreement and the other Transaction Agreements to which Seller is a party and the consummation of the transactions contemplated hereby and thereby, and (2) certifying the incumbency and signatures of the officers of Seller executing this Agreement and the other Transaction Agreements to which Seller is a party; (dvi) a certificate, dated as of the Closing Date, substantially in the form provided for in Treasury Regulations section 1.1445-2(c)(3) and 1.897-2(h), certifying that the Shares do not constitute United States real property interests within the meaning of Section 897(c)(1) of the Code and the regulations thereunder; (vii) a recent good standing certificate of good standing each of Seller the Company and the Transferred Subsidiary from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list each such entity’s jurisdiction of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9incorporation; and (kviii) such other documents documents, instruments and instruments as may certificates referred to in this Agreement and the Transaction Agreements required to be reasonably requested and satisfactory delivered by Seller at or prior to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderthe Closing, to the extent not already delivered by Seller to Buyer.

Seller’s Closing Deliveries. At or prior to the Closing, Seller shall make or cause to be made the following deliveries: (a) Seller shall have executed and delivered to Purchaser the Assignment. (b) Seller shall have executed and delivered to Purchaser a certificate of "non- foreign person" status that meets the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended. (c) Seller shall have delivered to Purchaser the following at Closing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) original or certified copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement;Material Organizational Documents. (d) a certificate Seller shall have delivered to Purchaser the original or certified copies of the Property Material Documents. (e) Seller shall have delivered to Purchaser evidence as to the authority of the person or persons executing the Seller Closing Documents on behalf of Seller together with evidence of good standing of Seller from the Secretary EFY Owner and Equity in their respective jurisdictions of State of Georgia; (e) evidence satisfactory formation and such other jurisdictions where they have qualified to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction;do business. (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior Seller shall have delivered to the Closing Date; (g) a Purchaser an estoppel certificate signed executed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller Lessee substantially in the form attached hereto as Schedule 8.9F-1 hereto and an estoppel certificate executed by Guarantor substantially in the form attached as Schedule F-2; andhereto; provided, however, that a failure to deliver such estoppel certificate to Purchaser shall not constitute a default by Seller or refusal by Seller to perform its obligations in accordance with this Agreement but instead shall constitute a failure to satisfy a condition pursuant to Section 4.02 hereof. (kg) such other documents and instruments as may be reasonably requested and satisfactory Seller shall have delivered to Purchaser and its counsel in connection with Seller's satisfaction the consent of each Lender to the transfer of the Sale Assets; provided, however, that a failure to deliver such consent shall not constitute a default by Seller or a refusal by Seller to perform its obligations hereunderin accordance with this Agreement but instead shall constitute a failure to satisfy a condition pursuant to Section 4.02 hereof. (h) Seller shall deliver to Wilmington a notice with respect to the transfer of the Sale Assets. (i) Seller shall deliver to Corporation Services Company a notice with respect to the transfer of the Sale Assets. (j) Seller shall have caused USRA to execute and deliver to EFY Owner and Equity the Asset Management Agreement.

Seller’s Closing Deliveries. (a) At the Closing, Seller shall have deliver or cause to be delivered to Purchaser the following at ClosingBuyers: (ai) certificates representing the AssignmentShares, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably requestduly endorsed in blank or with stock powers duly endorsed in blank, in proper form and substance reasonably satisfactory to Purchaserfor transfer, with all appropriate stock transfer tax stamps affixed; (bii) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17)certificates duly executed by Seller, each dated as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, certifying as to the effect that Seller’s compliance with the conditions set forth in this Article VIII have been satisfiedSections 6.2(a) and 6.2(b); (hiii) an opinion the written resignations of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, those directors of the Companies and each of their Subsidiaries from their positions as directors of the Companies or such Subsidiaries as identified in form and substance reasonably acceptable to Purchaserwriting by Buyers; (iiv) a good standing certificate signed (or its equivalent) of each of the Companies and each of their Subsidiaries issued by Seller's presidentthe applicable secretary of state, dated in each case certified as of the Closing Date, regarding the transfer of Seller's account at Huntington BankDate or a reasonably current date; (jv) a Noncompetition Agreement with receipt evidencing Seller’s receipt of the Commonwealth Purchase Price, the UCTIC Purchase Price and the LTIC Purchase Price (including an acknowledgement of the receipt by the Escrow Agent of the portion of the Purchase Price deposited into escrow), duly executed by Seller; (vi) the original stock transfer and corporate minute books (or their equivalent) of the Companies and of each of their Subsidiaries; (vii) a non-foreign person affidavit from Seller substantially certifying that Seller is not a foreign person, in a form that satisfies the form attached hereto as Schedule 8.9requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (kviii) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderthe Seller Ancillary Documents and Company Ancillary Documents, duly executed by Seller and the Companies.

Seller’s Closing Deliveries. At the Closing, Seller shall have delivered deliver to Purchaser the following at ClosingBuyer or to Escrow Agent: (a) Special Warranty Deed in the Assignmentform of Exhibit B, fully executed and properly acknowledged by Seller, conveying to Buyer the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to Property (the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser“Deed”); (b) copies of Affidavit in a form and having the Records which Purchaser may reasonably requestsubstance mutually acceptable to Buyer and Seller, fully executed and properly acknowledged by Seller, as required by Internal Revenue Code Section 1445(b)(2) (the "1445 Affidavit"); (c) a certified copy A Xxxx of Resolutions Sale in the form of Exhibit C, fully executed by Seller, assigning and transferring to Buyer all of Seller's right, title and interest in and to the Board of Directors of Seller authorizing the execution, delivery and performance of this AgreementPersonal Property; (d) a certificate of good standing of Seller A no-lien and exclusive possession affidavit executed by Seller, sufficient for the Escrow Agent to delete any exceptions for parties in possession and mechanic’s or materialmen’s liens from the Secretary of State of GeorgiaTitle Policy; (e) Such evidence satisfactory of the power and authority of Seller to Purchaser that all Liens consummate the transactions described on Schedule 5.3(a) herein have been removed in this Agreement as may be reasonably required by Buyer or otherwise addressed to Purchaser's satisfactionthe Escrow Agent; (f) a list A duly executed certification that every representation and warranty of the Accounts Receivable from Seller under this Agreement is true and correct in all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each material respects as of the last NRTC billing period ending prior to Closing as if made by the Closing DateSeller at such time, or stating any such representations and warranties which are no longer true and correct in any material respect; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfiedMemorandum of Agreement; (h) an opinion Originals or, if originals are not available, true and correct copies of Jamex X. Xxxx, Xx., Xxq., counsel all records and files pertaining solely to the Property and in Seller, in form and substance reasonably acceptable to Purchaser's possession or reasonable control; (i) a certificate signed Such documents as may be required pursuant to Sections 5.9, 5.10 and 5.11, fully executed and properly acknowledged (as applicable) by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) One or more closing statements, agreed upon by the Parties and consistent with this Agreement, in a Noncompetition Agreement with Seller substantially in form acceptable to the form attached hereto as Schedule 8.9Escrow Agent (the “Closing Statement”), fully executed by Seller; (k) The Option Agreement, fully executed by the owner(s) of the Xxxxxxxx Property; and (kl) such Such other funds, instruments or documents and instruments as may be reasonably requested and satisfactory by Escrow Agent or reasonably necessary to Purchaser and its counsel in connection with Seller's satisfaction effect or carry out the purposes of each of its obligations hereunderthis Agreement.

Seller’s Closing Deliveries. At the Closing, the Seller shall have delivered Parties will deliver to Purchaser the Buyer the following at Closingitems against delivery of items specified in Article 8 below: (a) The certificate or certificates representing the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, Shares duly endorsed in form and substance reasonably satisfactory to Purchaserblank or with stock powers duly endorsed in blank; (b) copies A certificate executed by the President or other duly authorized officer of each of the Records which Purchaser may reasonably request; (c) a certified copy Seller Parties certifying that all corporate action on the part of Resolutions of the Board of Directors of such Seller authorizing Party necessary to authorize the execution, delivery and performance of this AgreementAgreement and the transactions contemplated thereunder by the Seller Parties have been duly taken; (c) The certificate required by Section 6.1(d) and the opinion required by 6.1(p); (d) a certificate of good standing of Seller Duly executed resignations from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A Company’s directors and 19A) and a list of the Unearned Revenue (Report 17), each officers effective as of the last NRTC billing period ending prior to the Closing Date; (ge) a certificate signed Evidence of the receipt by Seller's presidentthe Seller Parties, dated the Closing Date, in such form as is reasonably acceptable to the effect that Buyer, of the conditions set forth approvals, consents and authorizations of, and of such declarations, filings or registrations with, Persons (including, without limitation, any Governmental Authorities) identified in this Article VIII have been satisfiedSection 4.1(z) of the Disclosure Schedule; (hf) an opinion Confirmation which can reasonably be obtained, issued by each of Jamex X. Xxxxthe regulatory authorities or surplus or excess lines associations, Xx.as appropriate, Xxq.of the State of Oklahoma and the jurisdictions listed in Section 4.1(u)(2) of the Disclosure Schedule, counsel other than those jurisdictions where the Company is considered Surplus or Excess Lines Qualified pursuant to Sellerclause (iii) of the definition thereof, evidencing the licensure or Surplus or Excess Lines Qualification, as the case may be, of the Company in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9such jurisdiction; and (kg) such other Possession of any and all books and records of the Company (i) relating to the Insurance License and the Surplus or Excess Lines Qualifications and the ongoing regulatory matters (including all documents and instruments as may be records relating to the Deposits), (ii) the Company’s minute books (including the original or certified copies of the Company’s articles of incorporation and bylaws), stock record book, and the corporate seal of the Company, and (iii) any other books and records reasonably requested and satisfactory by the Buyer which are related to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderany assets which the Company will have title to after the Closing or to other matters for which the Company will have any continuing responsibility after the Closing.

Seller’s Closing Deliveries. The Seller shall have delivered deliver, or caused to Purchaser the following at Closing: (a) the Assignmentbe delivered, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably requestBuyer at the Closing each of the following, in form and substance reasonably satisfactory to Purchaserthe Buyer: (i) Certified copies of articles of incorporation and bylaws of the Seller; (bii) copies Certificate of Existence as to the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from issued by the Secretary of State of Georgiathe State of Wisconsin as of a recent date and any other jurisdiction in which the Seller is required to so qualify in order to conduct business as to the good standing of the Seller in such jurisdiction as of a recent date; (eiii) evidence satisfactory From the Department of Revenue of the State of Wisconsin, a tax clearance certificate stating that the Seller does not owe any employment or sales taxes to Purchaser the State of Wisconsin and a tax clearance letter stating that all Liens described on Schedule 5.3(athe Seller does not owe any franchise or income taxes to the State of Wisconsin. (iv) herein have been removed or otherwise addressed to PurchaserCertified copies of resolutions of the Seller's satisfactionShareholders and Board of Directors approving the transactions set forth herein; (fv) a list of A signature and incumbency certificate for the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing DateSeller; (gvi) a certificate signed by Seller's presidentA Bill xx Sale in the form of Exhibit D attached hereto (the "Bill xx Sale"), and such other bills of sale, assignments of the Contracts or other certificates necessary to transfer title to the Assets to the Buyer; (vii) The Assignment and Assumption of Lease; (viii) The Employment Agreement; (ix) A favorable opinion, dated as of the Closing Date, of Davix xxx Keulthau, S.C., counsel to the effect Seller, that is acceptable to counsel to the conditions set forth in this Article VIII have been satisfiedBuyer; (hx) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to PurchaserAn invoice for the 1998 ad valorem taxes levied on the Assets; (ixi) a certificate signed A UCC-3 Termination form, prepared for filing with the office of the Secretary of State of Wisconsin, and executed by Seller's presidentFirstar Bank Milwaukee, dated N.A., or the Closing Datesuccessor thereof, regarding the transfer of Seller's account at Huntington Bank;terminating Financing Statement number 1365262. (jxii) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other documents and instruments as may be reasonably requested and satisfactory With respect to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderthe Contracts, an Assignment and Assumption of Liabilities executed by the Seller and consented to by each of the parties consenting thereto as contained therein (collectively, the "Assignment and Assumption of Liabilities").

Seller’s Closing Deliveries. Seller Sellers shall have delivered delivered, or caused to be delivered, to Purchaser the following at Closingfollowing: (ai) assignments duly transferring the Purchased Equity (free and clear of any and all Encumbrances other than restrictions on transfer under federal and state securities Laws) to Purchaser; (ii) the AssignmentReal Estate Lease duly executed by the Company and Landlord, as applicable; (iii) consent from U.S. Bank, National Association in connection with the Bill xx Sale and other instruments Loan Agreement; (iv) evidence of transfer to effectively assigntermination of each of the Guaranties; (v) HCLD Employment Agreement, transfer and convey good and marketable title duly executed by Dx. Xxxxx; (vi) resignations, effective as of the Closing Date, of the members of the Board of Managers of the Company in effect immediately prior to the Purchased Assets Closing Date; (vii) certificate of good standing of each of the Company and IVF Science, issued not earlier than ten (10) days prior to the Closing Date by the state in which each entity was formed; (viii) a certificate dated as Purchaser shall reasonably requestof the Closing Date and signed by an officer of the Company certifying that: (i) the Governing Documents of the Company attached to such certificate are true, correct and complete, (ii) the Governing Documents of the Company have been in full force and effect in the form attached to such certificate from and after the date of the adoption of the resolutions referred to in clause (iii) below and no amendment to the organizational documents of the Company has occurred from and after the date of the last amendment annexed thereto, (iii) the resolutions of the managers and members of the Company authorizing (A) this Agreement, (B) the documents, certificates, instruments and agreements contemplated hereby or required to be delivered pursuant to this Agreement, including the Ancillary Agreements, to which each is a party, and (C) the transactions contemplated by this Agreement and the Ancillary Agreements to which each is a party, were duly adopted, remain in full force and effect, and have not been amended, rescinded or modified, and (iv) the officers executing on behalf of such Party this Agreement and each of the Ancillary Agreements to which each such Party is a party are incumbent officers and duly authorized to execute such agreements and documents on behalf of the Company; (ix) evidence, in form and substance reasonably satisfactory to Purchaser; (b) copies , of the Records which Purchaser may reasonably request; (c) a certified copy release of Resolutions all Encumbrances on the assets and equity of each of the Board of Directors of Seller authorizing Company, other than Permitted Encumbrances and Encumbrances referenced in the execution, delivery and performance of this Agreement; payoff letters to be delivered at least two (d2) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending Business Days prior to the Closing Date evidencing the aggregate amount of Closing Indebtedness (including any interest accrued thereon and any prepayment or similar penalties and expenses associated with the payment of such Closing Indebtedness on the Closing Date; (g) a certificate signed by Seller's presidentand an agreement that, dated if such aggregate amount so identified is paid in accordance with such payoff letters on the Closing Date, to the effect such Closing Indebtedness shall be repaid in full and that the conditions set forth in this Article VIII have been satisfiedall Encumbrances shall be released; (hx) an opinion IRS Form W-9, duly executed by each of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9Sellers; and (kxi) such all other documents required to be entered into or delivered by the Company and the Sellers or any other documents or instruments as may be reasonably requested and by Purchaser in a form satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderPurchaser.

Seller’s Closing Deliveries. At the Closing, Seller shall have delivered deliver to Purchaser the following at ClosingPurchaser: (ai) certificates representing all of the AssignmentShares, the Bill xx Sale and other together with accompanying stock powers or instruments of transfer to effectively assignassignment, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaserduly endorsed for transfer; (bii) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of transactions contemplated by this Agreement, duly certified as of the Closing Date by its Secretary; (diii) a certificate of good standing executed by a duly authorized officer of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each dated as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth described in this Article VIII VI have been satisfiedfully satisfied (the "Seller's Compliance Certificate"); (hiv) an opinion letters of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form resignation of the directors and substance reasonably acceptable to Purchaserofficers of each of Southern Security effective as of the Closing; (iv) incumbency certificates relating to each person executing any document to be executed and delivered to Purchaser pursuant to this Agreement; (viii) all minute books, corporate seals and corporate records of Southern Security; (ix) a certificate signed true, accurate and complete list of investments owned by Seller's president, dated Southern Security on the Closing Date, regarding including a description of any investment instructions relating to such investments, duly certified as of the transfer Closing Date by the Treasurer of Southern Security and Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (kx) such other documents and instruments as may be reasonably requested and satisfactory certificates, the delivery of which by Seller to Purchaser is required by this Agreement or that Purchaser deems reasonably necessary to consummate the transactions contemplated hereby. (xi) Capital and Surplus of Southern Security as of December 31, 2006, as cash or cash equivalent; provided that the parties recognize that the statutory deposits pertaining to the states of Alabama, Michigan and South Carolina are statutorily required to be in the form of bonds. Therefore, Seller shall place into escrow at Closing cash in an amount equal to the book value of these bonds. Upon the obtaining of the Governmental Approvals set forth in this Agreement, Purchaser shall immediately deposit with the states of South Carolina, Alabama and Michigan its counsel in connection with own bonds and shall take all other steps necessary to have Seller's satisfaction bonds released and returned to Seller and the cash deposited by Seller at Closing in the amount of each the book value of its obligations hereunderthe bonds remitted to Purchaser.

Seller’s Closing Deliveries. Seller shall have delivered deliver, or cause to Purchaser the following be delivered, to Buyer at Closing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser;following: (i) a certificate signed certificate, executed by Seller's president, dated the Closing Date, regarding the transfer an executive officer of Seller's account , certifying as to the satisfaction of Section 6.1(a) above at Huntington Bankit applies to Seller; (jii) a Noncompetition certificate, executed by an executive officer of AMG, certifying as to the satisfaction of Section 6.1(a) above at it applies to AMG; (iii) the Closing Intercompany Balances Certificate, certified by an executive officer of Seller; (iv) copies of all documents evidencing compliance with Section 2.3 above in a form reasonably acceptable to Buyer; (v) copies of all filings, notices, approvals, and consents, or waivers thereof, required pursuant to this Agreement, certified by an officer of Seller; (vi) written documentation in a form satisfactory to Buyer evidencing that all consents, approvals and waivers listed in Sections 4.1(g) and 4.4 of the Disclosure Letter have been obtained; (vii) an executed copy of the action by Seller’s board of directors, and any actions required by the Acquired Companies’ respective boards of directors or other corporate authority performing similar functions, approving this Agreement with and the transactions contemplated hereby; (viii) a duly executed assignment document transferring the Interest from Seller substantially to Buyer in a form reasonably acceptable to Buyer; (ix) the Non-Competition and Non-Disclosure Agreement in the form attached hereto as Schedule 8.9Exhibit A (the “Non-Competition and Non-Disclosure Agreement”), duly executed by Seller; (x) a legal opinion from Seller’s counsel dated as of the Closing Date as to the matters set forth on Exhibit B attached hereto; and (kxi) a certificate of non-foreign status, in the form set forth in Treasury Regulations Section 1.1445-2(b)(2), signed under penalties of perjury. Seller understands that such other documents certificate will be retained by Buyer and instruments as may be reasonably requested and satisfactory made available to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderGovernmental Authorities upon request.

Seller’s Closing Deliveries. At the Closing, the Seller shall have deliver or cause to be delivered to Purchaser the Buyer the following at Closing:documents (all in form and substance satisfactory to the Buyer, acting reasonably): (a) the Assignment, the Bill xx Sale and other instruments registrable transfer(s) of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably requestsubsurface mineral dispositions, in the form and substance reasonably satisfactory required pursuant to PurchaserThe Subsurface Mineral Tenure Regulations, sufficient to permit the transfer of ownership of the Mineral Claims on submission thereof to MER; (b) copies all deeds, bills of sale, conveyances, transfers, assignments, instruments and other documents which are necessary to assign, sell and transfer the Purchased Assets effective as of the Records which Purchaser Closing Time to the Buyer as contemplated by this Agreement in such form and content as the Buyer may reasonably requestrequire to give effect to the transactions contemplated by this Agreement, acting reasonably; (c) a certified copy of Resolutions an officer’s certificate from the Seller, dated as of the Board Closing Date, as contemplated by Section 4.1(2) and Section 4.1(3). (d) an officer’s certificate from the Seller, dated as of Directors of the Closing Date, certifying that the Seller authorizing the executionhas obtained TSXV Approval, delivery and performance of this Agreementif required; (de) audited “carve-out” financial statements on the business related to the Mineral Claims prepared in accordance with IFRS and Securities Laws; (f) a written consent to the assignment of the Buyer’s obligations pursuant to the Edge NSR, executed by Xxxx, in a form satisfactory to the Buyer, acting reasonably; (g) a written consent to the assignment of the Buyer’s obligations pursuant to the Eagle NSR, executed by Xxxxx, in a form satisfactory to the Buyer, acting reasonably; (h) a certificate of good standing of the Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each issued as of the last NRTC billing period ending a date no later than two (2) Business Days prior to the Closing Date; (g) a certificate signed Date by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion British Columbia Registrar of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser;Companies; and (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) all such other assurances, consents, agreements, documents and instruments as may be reasonably requested and satisfactory necessary, in the reasonable opinion of the Buyer, to Purchaser and its counsel complete the transactions provided for in connection with Seller's satisfaction of each of its obligations hereunderthis Agreement.

Seller’s Closing Deliveries. Seller shall have delivered delivered, or caused to Purchaser be delivered, to Buyer at the following at ClosingClosing each of the following: (ai) stock certificates representing the AssignmentFWC Shares, the Bill xx Sale and other instruments of duly endorsed in blank, or accompanied by duly endorsed stock transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaserpowers; (bii) copies a copy of the Records which Purchaser may reasonably requestCertificate of Incorporation of FWC as in effect on the Closing Date; (ciii) a certificate of good standing with respect to FWC issued by the Secretary of State of the State of Delaware and a certificate of qualification of good standing or registration in each of the states in which FWC is required to be qualified to transact business issued by the secretary of state of each such state except where the failure to be so qualified would not have a material adverse effect on FWC or the Business or any material portion thereof in each case, dated no more than sixty (60) days prior to the Closing Date; (iv) a copy of the bylaws of FWC which shall be certified to be accurate and complete as of the Closing Date by the Secretary of FWC; (v) the minute book and corporate seal of FWC; (vi) the resignations of those officers and directors of FWC as are identified in Section 7.1 of the Disclosure Schedule; (vii) valid and binding consents of all Persons whose material consent or approval is required to be set forth in Section 3.4 of the Disclosure Schedule; (viii) a certified copy of Resolutions the resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (dix) the termination of the Tax Sharing Agreement and Management Services Agreement as contemplated by Section 5.12 hereof executed by each member of the GSI Group which is a certificate of good standing of Seller from the Secretary of State of Georgiaparty thereto; (ex) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each valid releases as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed contemplated by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9Section 5.13 hereof; and (kxi) such other documents the certificates referenced in Sections 7.2 and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder7.3 hereof.

Seller’s Closing Deliveries. Seller shall have delivered to Purchaser On or before the following at Closing: day that is one (a1) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending business day prior to the Closing Date; Date (or such other date specified in this Section), Seller shall deliver to Escrow Holder the following: (a) one (1) duly executed and notarized original of the grant deed (the “Deed”) in the form of Exhibit “C” attached hereto, with restrictions and reservations, if any, that Buyer and Seller have agreed upon in writing to include in the Deed prior to the Inspection Deadline, (b) four (4) duly executed original counterparts of the quitclaim xxxx of sale (the “Xxxx of Sale”) in the form of Exhibit “D” attached hereto, (c) four (4) duly executed original counterparts of the assignment of leases and contracts (the “Assignment of Leases and Contracts”) in the form of Exhibit “E” attached hereto, (d) four (4) duly executed original counterparts of the general assignment (the “General Assignment”) in the form of‌ Exhibit “F” attached hereto, (e) by the date specified in Section 4.1, four (4) duly executed original counterparts of the DDA, (f) by the date specified in Section 4.2, four (4) duly executed original counterparts of the Lease Assignment Agreement, (g) a certificate signed by the date specified in Section 4.3, two (2) original counterparts of the Angels Commitment Agreement duly executed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion one (1) duly executed original certificate of Jamex X. Xxxxnon-foreign status on Escrow Holder’s customary form (as reasonably revised by Seller) and the California Form 593-C, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed one (1) closing statement (“Closing Statement”) executed or initialed by Seller's presidentSeller reflecting the Purchase Price and the adjustments and prorations required hereunder, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition evidence reasonably satisfactory to the Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement with Seller substantially in and the form attached hereto as Schedule 8.9; and documents required to be delivered hereunder, and (k) such other additional documents and instruments as may be reasonably requested and satisfactory required by the Title Company in order to Purchaser and its counsel consummate the transactions hereunder (provided the same do not increase in connection with Seller's satisfaction of each of its any material respect the costs to, or liability or obligations hereunderof, Seller in a manner not otherwise provided for herein).

Seller’s Closing Deliveries. At the Closing, Seller shall have delivered deliver (or cause to Purchaser the following at Closingbe delivered) to Buyer: (a) an assignment agreement evidencing the Assignment, transfer of the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title Units to the Purchased Assets Purchaser (the “Assignment”), in the form attached hereto as Purchaser shall reasonably requestExhibit A, duly executed by Seller; (b) a certification from Seller certifying Seller’s non-foreign status that complies with Treasury Regulation Section 1.1445-2(b)(2) and Section1446(f) of the Code stating that Seller is not a “foreign person” within the meaning of Sections 1445 and 1446(f) of the Code, in form and substance reasonably satisfactory to Purchaser; (b) copies Buyer, dated as of the Records which Purchaser may reasonably requestClosing Date and duly executed by Seller; (c) a certified copy of Resolutions evidence that any and all Liens, other than Permitted Liens, on the assets of the Board of Directors of Seller authorizing the execution, delivery Company and performance of this AgreementUnits have been released; (d) a certificate of good standing of Seller duly executed and complete IRS Form W-9 from the Secretary of State of GeorgiaSeller; (e) evidence satisfactory an amended and restated lease agreement in form and substance acceptable to Purchaser Buyer duly executed by Seller and the tenant of that all Liens described certain structure on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactionthe Owned Real Property; (f) a list of Royalty Agreement in form and substance acceptable to Buyer duly executed by Seller and the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Dateother parties thereto; (g) a certificate signed the Rail Car Letter duly executed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied;; and (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's presidentan officer of Seller certifying, dated as complete and accurate as of the Closing DateClosing, regarding attached copies of the transfer Organizational Documents of Seller's account at Huntington Bank; (j) a Noncompetition the Company, certifying and attaching all requisite resolutions or actions of Seller as the sole member of the Company approving the execution and delivery of this Agreement with and the consummation of the transactions contemplated hereby and certifying to the incumbency and signatures of the officers of Seller substantially in and the form attached hereto as Schedule 8.9; and (k) such Company executing this Agreement and any other documents and instruments as may be reasonably requested and satisfactory relating to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderthe Transaction.

Seller’s Closing Deliveries. At Closing, Seller shall have delivered deliver, or cause to Purchaser be delivered, to Buyer each of the following at Closing:following, as applicable (the “Seller’s Closing Deliverables”): 5.3.1. the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; 5.3.2. a bill of sale and assignment and assumption agreement (a) the Assignment“Bill of Sale”), the Bill xx Sale and other instruments of conveyance as may be necessary or appropriate to transfer to effectively assign, transfer and convey Buyer as of the Closing Date good and marketable title to all of the Purchased Assets as Purchaser shall reasonably requestand effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities, duly executed by Seller and, all in form and substance reasonably satisfactory to PurchaserBuyer; 5.3.3. notices of assignment(s) of all right, title and interest of Seller in and to the Registered Intellectual Property Assets to Buyer, each duly executed by Seller, all in form and substance reasonably satisfactory to Buyer (b) copies of collectively, the Records which Purchaser may reasonably request“Intellectual Property Assignments”); 5.3.4. a transition services agreement by and between Buyer and Seller, wherein Seller agrees to provide certain services that will allow Bxxxx to successfully and efficiently transfer the Business, duly executed by Seller, all in form and substance reasonably satisfactory to Buyer (c) the “Transition Services Agreement”); 5.3.5. a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of each of the Seller from the Secretary of State of Georgiaand SLG; (e5.3.6. one or more certificates pursuant to Treasury Regulations Section 1-1445-2(b) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactionthe identified Seller Group Member is not a foreign person within the meaning of Section 1445 of the Code, duly executed by the relevant Seller Group Member; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, 5.3.7. evidence in form and substance reasonably acceptable satisfactory to PurchaserBuyer that all third-party consents have been received and that no such consents have been revoked; (i) a certificate signed 5.3.8. certificates, in form satisfactory to Buyer, executed by Seller's presidentan officer of each of Seller and SLG, respectively, dated as of the Closing Date, regarding providing, among other things, (i) confirmation to Buyer the transfer accuracy and effectiveness as of Seller's account at Huntington Bank; the Closing Date of each of the representation of the relevant Seller Group Member in this Agreement and (jii) a Noncompetition Agreement with such Seller substantially in Group Member’s covenant to take such actions and provide such documents as reasonably requested by Buyer to effect or to reflect the form attached hereto as Schedule 8.9transactions contemplated by this Agreement, including any so requested after the Closing; and (k) 5.3.9. such other documents and instruments as may shall be reasonably requested and satisfactory by Bxxxx to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereundercarry out the transactions described herein.

Seller’s Closing Deliveries. Seller shall have delivered to Purchaser the following at Closing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors Managers of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of GeorgiaKansas; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed Purchaser shall have received a payoff letter from the secured party holding such liens obligating such party to Purchaser's satisfactionrelease such liens upon receipt of the amount reflected in the payoff letter; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by a member or manager of Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by a member or manager of Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement Agreements with Seller and each of its members, substantially in the form attached hereto as Schedule 8.98.8; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.

Seller’s Closing Deliveries. Seller At the Closing (or as otherwise specified below), the Sellers shall have deliver or cause to be delivered to Purchaser the following at ClosingBuyer: (ai) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Xxxxx; (ii) the AssignmentEscrow Agreement, duly executed by the Sellers’ Representative and the Escrow Agent; (iii) at least three (3) Business Days prior to Closing, pay-off letters or other evidence of termination with respect to the Payoff Indebtedness (in customary form and in form and substance reasonably satisfactory to Buyer, setting forth the amount necessary to repay and terminate the full payoff amount of such Payoff Indebtedness at Closing, and providing for, upon the payment of such payoff amount to the applicable secured lender(s) at Closing, the Bill xx Sale release of any Liens on the assets or properties of the Companies securing such Payoff Indebtedness upon receipt of such payoff amount), duly executed by the applicable secured lender; (iv) terminations and releases of all Liens on all of the assets and properties of the Companies (or commitments to terminate and release all such Liens prior to, or concurrently with, the Closing), other than Permitted Liens, including, without limitation, all required UCC-3 termination statements and other instruments evidences of transfer discharge satisfactory to effectively assignBuyer; (v) evidence that the Related Persons Contracts listed on Schedule 2.4(b)(v) have been terminated, transfer each in form and convey substance reasonably satisfactory to Buyer; (vi) an Internal Revenue Service Form W-9 dated as of the Closing Date, executed by each Seller; (vii) a restrictive covenant agreement in the form attached hereto as Exhibit C-1, duly executed by Xxxx Xxxxxx; (viii) a restrictive covenant agreement in the form attached hereto as Exhibit C-2, duly executed by each of Xxx Xxxxxxx and Xxxxxxx Xxxxxxx; (ix) a Retention Bonus Agreement in the form attached hereto as Exhibit D, duly executed by no less than fifteen (15) of the individuals set forth on Schedule 2.4(b)(ix); (x) a certificate of the secretary of each Company, dated as of the Closing Date, attaching and certifying with respect to each Company: (A) a certificate of good standing of each Company, in each case certified or issued by the applicable Governmental Authority and marketable title dated not more than ten (10) Business Days prior to the Purchased Assets Closing Date; (B) a complete and accurate copy of the Organizational Documents of each Company, together with all amendments thereto; and (C) all requisite resolutions or actions of each Company’s board of directors approving the execution and delivery of this Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, as Purchaser shall reasonably requestapplicable; (xi) a certificate of the secretary (or other executive officer) of each of Southvest Fund VII and Southvest Co-Investment certifying: (A) the names and signatures of the officers authorized to execute and deliver this Agreement and the other Transaction Documents, and (B) appropriate resolutions or other evidence of authorization of each of Southvest Fund VII and Southvest Co-Investment authorizing the transactions contemplated under this Agreement and the other Transaction Documents; (xii) the Sellers Bring-Down Certificate; and (xiii) duly executed resignation letters from each of the directors of each Company, effective as of the Closing, in each case, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, XxBuyer., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.

Seller’s Closing Deliveries. At the Closing, Seller shall have deliver or cause to be delivered to Purchaser Buyer or the following at Closingapplicable Buyer Party: (ai) certificates representing all of the AssignmentTransferred Shares, the Bill xx Sale free and other clear of all Liens, duly endorsed in blank or accompanied by duly executed instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably requesttransfer, in form and substance reasonably satisfactory each case sufficient to Purchasereffect the transfers contemplated by the first sentence of Section 2.2; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (dii) a certificate of good standing Seller, duly executed by an authorized officer of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17)Seller, each dated as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, certifying as to the effect that satisfaction of the conditions set forth in this Article VIII have been satisfiedSection ‎6.2(a) and Section ‎6.2(b); (hiii) an opinion counterparts of Jamex X. Xxxxeach Transaction Agreement other than this Agreement to which a Seller Party is a party, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaserduly executed by such Seller Party; (iiv) a certificate signed by Seller's presidentcertificate, dated in compliance with Treasury Regulations § 1.1445‑2(b)(2), certifying that the Closing Date, regarding transactions contemplated hereby are exempt from withholding under Section 1445 of the transfer of Seller's account at Huntington BankCode; (jv) a Noncompetition Agreement with Seller substantially the Acquired Company Books and Records (other than the Acquired Company Books and Records in possession of the form attached hereto Acquired Companies at Closing and other than such books and records to be made available under the Historical Data Agreement); (vi) evidence reasonably satisfactory to Buyer of the consummation of the Pre-Sale Transactions; (vii) evidence reasonably satisfactory to Buyer of the termination of the Intercompany Agreements pursuant to Section ‎5.6; (viii) the written resignations of the directors, officers and managers of the Acquired Companies that are not Covered Employees, effective as Schedule 8.9of the Closing, except as requested by Buyer not less than five (5) Business Days prior to the Closing; and (kix) such other documents agreements, documents, instruments or certificates as contemplated by this Agreement or the other Transaction Agreements to be executed and instruments as may be reasonably requested delivered by Seller, any Seller Party or (prior to the purchase and satisfactory sale of the Transferred Shares) any Acquired Company on the Closing Date to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderBuyer or any Buyer Party.

Seller’s Closing Deliveries. At Closing, Seller shall have delivered deliver, or cause to Purchaser be delivered, to Buyer each of the following at Closingfollowing, as applicable: 5.2.1. the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; 5.2.2. a bill of sale and assignment and assumption agreement (a) the Assignment“Bill of Sale”), the Bill xx Sale and other instruments of conveyance as may be necessary or appropriate to transfer to effectively assign, transfer and convey Buyer as of the Closing Date good and marketable title to all of the Purchased Assets as Purchaser shall reasonably requestand effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities, duly executed by Seller, all in form and substance reasonably satisfactory to PurchaserBuyer; 5.2.3. notices of assignment(s) of all right, title and interest of Seller in and to the Registered Intellectual Property Assets to Buyer, duly executed by Seller, all in form and substance reasonably satisfactory to Buyer (b) copies of the Records which Purchaser may reasonably request“Intellectual Property Assignments”); 5.2.4. a transition services agreement by and between Buyer and Seller, wherein Seller agrees to provide certain services that will allow Bxxxx to successfully and efficiently transfer the Business, duly executed by Seller, all in form and substance reasonably satisfactory to Buyer (c) the “Transition Services Agreement”); 5.2.5. a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of GeorgiaSeller; 5.2.6. a copy of all resolutions adopted by the board of directors (eor other similar governing body) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactionof the Seller, authorizing the execution delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (f5.2.7. a certificate pursuant to Treasury Regulations Section 1-1445-2(b) that the Seller is not a list foreign person within the meaning of Section 1445 of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of Code, duly executed by the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing DateSeller; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, 5.2.8. evidence in form and substance reasonably acceptable satisfactory to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9Buyer that all third-party consents have been received and that no such consents have been revoked; and (k) 5.2.9. such other documents and instruments as may shall be reasonably requested and satisfactory by Bxxxx to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereundercarry out the transactions described herein.

Seller’s Closing Deliveries. Seller shall have delivered to Purchaser At Closing, the Sellers shall, unless waived by the Buyer, deliver the following at Closingitems to the Buyer: (a) a certificate of organization, or its equivalent, and certificate(s) of good standing and/or existence of each of the AssignmentCompany and its Subsidiaries, as applicable, certified by an appropriate authority of the Bill xx Sale Governmental Authority issuing such certificate in the jurisdiction of each entity’s creation, formation, or organization and in any other instruments of transfer jurisdiction where such entity is qualified to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaserdo business; (b) copies a certificate of a secretary or assistant secretary of the Records which Purchaser may reasonably requestCompany certifying to the Company’s organizational documents (including any operating agreements) and the resolutions of the managers or management committee, as applicable, of the Company approving this Agreement and the transactions contemplated hereby; (c) a certified copy of Resolutions the Company and certain of the Board of Directors of Seller authorizing the executionSellers shall have executed and delivered Consulting Agreements, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Exhibit A; (d) the Buyer shall have received from Xxxxxx & Xxxxxxxxx, X.X., a legal opinion, addressed to the Buyer and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (e) the Sellers shall have delivered to the Buyer the Securities Certificates duly endorsed in blank, and proper forms for transfer, with all required transfer stamps affixed or provided; (f) the Sellers shall have delivered to the Buyer duly executed resignations and releases from the managers and members of the Company, effective as of the Closing; (g) the Company and the Sellers shall have delivered to the Buyer the consents and approvals set forth on Schedule 8.96.1(g); and (kh) the agreements listed on Schedules 3.7 and 3.23(a) shall be terminated by all appropriate parties thereto on or prior to the Closing, and the Sellers shall provide the Buyer with written evidence of such other documents and instruments as terminations. The Buyer may be reasonably requested and satisfactory to Purchaser and its counsel waive any condition specified in connection with Seller's satisfaction of each of its obligations hereunderthis Section 6.1 if it executes a writing so stating at the Closing.

Seller’s Closing Deliveries. On the Closing Date, Seller shall have delivered deposit with Chicago Title Insurance Company (or another national title insurance company approved by both Seller and Purchaser), as escrowee (the "ESCROWEE") for delivery to Purchaser on the Closing Date each of the following at Closing:(duly executed by Seller); (ai) Two (2) counterparts of an Assignment and Assumption of General Partnership Interests, in the Assignmentform attached hereto as EXHIBIT E (the "ASSIGNMENT OF GENERAL PARTNERSHIP INTERESTS"); (ii) Two (2) counterparts of an Assignment and Assumption of Limited Partnership Interests, in the form attached hereto as EXHIBIT J (the "ASSIGNMENT OF LIMITED PARTNERSHIP INTERESTS"; together with the Assignment of General Partner Interests, the Bill xx Sale "ASSIGNMENT OF PARTNERSHIP INTERESTS"); (iii) Two (2) counterparts of a License Agreement in the form attached hereto as EXHIBIT F (the "OPRY MARKS LICENSE AGREEMENT"); (iv) The Tract II Purchase Price; (v) Two (2) counterparts of a Master Agreement Termination and other instruments Release, in the form attached hereto as EXHIBIT H, (the "MUTUAL RELEASE AGREEMENT "); (vi) Such filings, in the appropriate public records, as may be appropriate to evidence the change in composition of transfer to effectively assignthe Partnership (including, transfer and convey good and marketable title without limitation, an amendment to the Purchased Assets certificate of limited partnership of the Partnership); (vii) Such instruments, if any, as Purchaser shall reasonably requestmay be required to be filed with any financial institution so as to extinguish any rights on the part of Seller or its officers, directors, or employees or affiliates to withdraw funds of the Partnership from any bank account or similar financial account owned by the Partnership; (viii) [Reserved]; (ix) Evidence of Seller's authority to consummate the transactions contemplated herein (such as certified resolutions from the board of directors of Seller), in a form and substance reasonably satisfactory to Purchaser; (bx) copies All other documents reasonably and customarily required in order to perfect the conveyance, transfer and assignment of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable Ownership Interests to Purchaser; (ixi) a certificate signed by An affidavit stating, as required under Section 1445, Seller's president, dated U.S. tax payer identification number and that Seller is not a foreign person within the Closing Date, regarding meaning of Section 1445 of the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9Internal Revenue Code; and (kxii) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction Two (2) counterparts of each of its obligations hereunderthe Restrictive Covenant.

Seller’s Closing Deliveries. Seller shall have delivered deliver to Purchaser Buyer the following at Closingdocuments: (ai) stock certificate(s) evidencing the AssignmentShares, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably requestduly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, it being understood that APC-LSMA shall be the Buyer Entity that is directly acquiring and substance owning the Shares; (ii) a certificate duly executed by Seller reasonably satisfactory to PurchaserBuyer certifying that the conditions with respect to Buyer’s obligations under this Agreement set forth in Sections 7.1 and 7.2 have been satisfied; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (diii) a certificate of good standing of Seller from for the Company issued by the California Secretary of State of Georgia; State, dated no earlier than ten (e10) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending Business Days prior to the Closing Date; (giv) a certificate signed by Seller's presidentwritten instrument evidencing the resignation of Dx. Xxxxx Xxxxx as a director of, dated and from all other positions held with, the Company, effective as of the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (hv) an opinion a consent of Jamex X. Xxxx, Xx., Xxq., counsel to Sellerthe spouse of Dx. Xxxxx Xxxxx, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9Exhibit A; (vi) the Escrow Agreement, duly executed by Seller; (vii) an executed termination agreement, terminating the administrative services agreement between the Company and CMC, effective as of the Closing Date and certifying that no amounts are due and payable by the Company to CMC or CMC to the Company as of the Closing Date; and (kviii) such other documents a receipt duly executed by Seller certifying the receipt from Buyer of the wire transfer of the Estimated Purchase Price, less the combined amounts of the Indemnification Escrow Amount and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel the Seller Post-Closing Adjustment Escrow Amount, in connection accordance with Seller's satisfaction of each of its obligations hereunderSection 2.5(b).

Seller’s Closing Deliveries. At Closing, Seller shall have delivered deliver, or cause to Purchaser be delivered, to Buyer each of the following at Closingfollowing, as applicable: 6.2.1. the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; 6.2.2. a bill of sale and assignment and assumption agreement (a) the Assignment“Bill of Sale”), the Bill xx Sale and other instruments of conveyance as may be necessary or appropriate to transfer to effectively assign, transfer and convey Buyer as of the Closing Date good and marketable title to all of the Purchased Assets as Purchaser shall reasonably requestand effecting the assignment to and assumption by Buyer of the Assigned Contracts and the Assumed Liabilities, duly executed by Seller, all in form and substance reasonably satisfactory to PurchaserBuyer; 6.2.3. notices of assignment(s) of all right, title and interest of Seller in and to the Registered Intellectual Property Assets to Buyer, duly executed by Seller, all in form and substance reasonably satisfactory to Buyer (b) copies of the Records which Purchaser may reasonably request“Intellectual Property Assignments”); 6.2.4. a transition services agreement by and between Buyer and Seller, wherein Seller agrees to provide certain services that will allow Xxxxx to successfully and efficiently transfer the Business, duly executed by Seller, all in form and substance reasonably satisfactory to Buyer (c) the “Transition Services Agreement”); 6.2.5. a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of GeorgiaSeller; 6.2.6. a copy of all resolutions adopted by the board of directors (eor other similar governing body) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactionof Seller, authorizing the execution delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, 6.2.7. evidence in form and substance reasonably acceptable satisfactory to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9Buyer that all third- party consents have been received and that no such consents have been revoked; and (k) 6.2.8. such other documents and instruments as may shall be reasonably requested and satisfactory by Xxxxx to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereundercarry out the transactions described herein.

Seller’s Closing Deliveries. Seller At or prior to the Closing, the Sellers shall have deliver to Buyer, or cause to be delivered to Purchaser the following at ClosingBuyer: (a) a certificate of an officer of the Assignment, Company certifying as complete and accurate as of the Bill xx Sale and other instruments Closing attached copies of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to PurchaserCompany’s Charter Documents; (b) copies original minute books and equity ledgers of the Records which Purchaser may reasonably requestCompany; (c) a certified copy of Resolutions good standing certificate for the Company as of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller most recent practicable date from the Secretary of State of Georgiaits jurisdiction of formation and from each other state in which the Company is qualified to do business; (d) evidence that all intercompany accounts, notes and receivables due to the Company from the Sellers, Service Providers, officers, directors or managers and any of their respective Affiliates have been repaid in full; (e) evidence satisfactory to Purchaser a non-foreign person affidavit that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactioncomplies with the requirements of Code §1445 from each Seller and a properly completed and executed IRS Form W-9 from each Seller; (f) a list flow of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), funds memorandum signed by each as of the last NRTC billing period ending prior to the Closing DateSeller; (g) a certificate signed by Seller's president, dated the Closing Date, evidence acceptable to the effect Buyer that the conditions Company or the Sellers, as applicable, have received all Consents from the Persons set forth in this Article VIII have been satisfiedon Schedule 6.1(g); (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel duly executed counterpart signature pages to Seller, in form the Assignment and substance reasonably acceptable to PurchaserAssumption Agreement; (i) the Company shall have delivered to Buyer pay-off letters (the “Pay-Off Letters”) for the Indebtedness (excluding the Assumed Indebtedness) in a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bankform reasonably acceptable to Buyer; (j) a Noncompetition Agreement with Seller substantially in duly executed counterpart signature page to the form attached hereto as Schedule 8.9landlord waiver between the landlord of the Leased Property and JPMorgan Chase Bank, N.A.; and (k) such all other documents and instruments as may be reasonably requested and satisfactory required by Buyer to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderconsummate the Contemplated Transactions.

Seller’s Closing Deliveries. At Closing, Seller shall have delivered deliver, or cause to Purchaser be delivered, to Buyer each of the following at Closingfollowing, as applicable: 6.2.1. the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; 6.2.2. the Escrow Agreement, duly executed by Seller; 6.2.3. a xxxx of sale and assignment and assumption agreement (a) the Assignment“Xxxx of Sale”), the Bill xx Sale and other instruments of conveyance as may be necessary or appropriate to transfer to effectively assign, transfer and convey Buyer as of the Closing Date good and marketable title to all of the Purchased Assets as Purchaser shall reasonably requestand effecting the assignment to and assumption by Buyer of the Assigned Contracts and the Assumed Liabilities, duly executed by Seller, all in form and substance reasonably satisfactory to PurchaserBuyer; 6.2.4. notices of assignment(s) of all right, title and interest of Seller in and to the Registered Intellectual Property Assets to Buyer, duly executed by Seller, all in form and substance reasonably satisfactory to Buyer (b) copies of the Records which Purchaser may reasonably request“Intellectual Property Assignments”); 6.2.5. a transition services agreement by and between Buyer and Seller, wherein Seller agrees to provide certain services that will allow Buyer to successfully and efficiently transfer the Business, duly executed by Seller, all in form and substance reasonably satisfactory to Buyer (c) the “Transition Services Agreement”); 6.2.6. a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of GeorgiaSeller; 6.2.7. a copy of all resolutions adopted by the board of directors (eor other similar governing body) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactionof the Seller, authorizing the execution delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (f6.2.8. a certificate pursuant to Treasury Regulations Section 1-1445-2(b) that the Seller is not a list foreign person within the meaning of Section 1445 of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of Code, duly executed by the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing DateSeller; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, 6.2.9. evidence in form and substance reasonably acceptable satisfactory to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9Buyer that all third-party consents have been received and that no such consents have been revoked; and (k) 6.2.10. such other documents and instruments as may shall be reasonably requested and satisfactory by Buyer to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereundercarry out the transactions described herein.

Seller’s Closing Deliveries. At the Closing the Seller shall have delivered must deliver to Purchaser the following at ClosingBuyer: (a) a. the AssignmentDeed, dated as of the Bill xx Sale Closing Date, duly executed and other instruments of transfer to effectively assignacknowledged by Seller, transfer and convey good and marketable conveying title to the Purchased Assets as Purchaser shall reasonably requestProperty to the Buyer in accordance with Paragraph 5, subject only to the Permitted Exceptions, and in form and substance acceptable to counsel for Buyer; b. if requested by Buyer, a Xxxx of Sale, in form and substance reasonably satisfactory to PurchaserBuyer conveying to Buyer good and marketable title, subject only to the Permitted Exceptions, to any part of the Property which is not, in Buyer's opinion, satisfactorily conveyed by the Deed; (b) copies of c. an affidavit and indemnity agreement acceptable to the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser Title Insurance Company showing that all Liens described on Schedule 5.3(a) herein have been removed labor and materials (other than any labor or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17materials ordered by Buyer), each as of if any, furnished to the last NRTC billing period ending Property within 120 days prior to the Closing DateDate have been paid for and agreeing to indemnify Buyer and the Title Insurance Company against all loss from any cause or claim arising from any mechanics' or materialmens' liens; (g) a certificate signed by d. an affidavit or qualifying statement of Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Sellernon-foreign status, in form and substance reasonably satisfactory to Buyer's counsel. e. exclusive possession of the Property, WHICH MUST BE DELIVERED IN BROOM CLEAN CONDITION, WITH ALL PROPERTY OF SELLER (OR SELLER'S TENANT) NOT CONSTITUTING A PART OF THE PROPERTY, AND ALL TRASH AND REFUSE, REMOVED FROM THE PREMISES; f. a survey affidavit satisfactory and acceptable to Purchaser; (i) a certificate signed by Seller's presidentthe Title Insurance Company, dated showing no changes to the Closing Date, regarding Property since the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9last survey; and (k) g. such other instruments and documents and instruments as Buyer may be reasonably requested and satisfactory require to Purchaser and its counsel in connection with Seller's satisfaction carry out the terms of each of its obligations hereunderthis agreement.

Seller’s Closing Deliveries. Seller The Sellers shall have deliver, or shall cause to be delivered to Purchaser the following at ClosingBuyer: (ai) a certificate duly executed by an authorized officer or director of the Assignmentgeneral partner of Seller Holdings, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to PurchaserBuyer, certifying that the conditions with respect to the Buyers’ obligations under this Agreement set forth in Section 7.1, Section 7.2 and Section 7.5 have been satisfied; (bii) a copy of the Escrow Agreement duly executed by Seller Holdings and the Escrow Agent; (iii) a copy of the Registration Rights Agreement duly executed by Seller Holdings; (iv) a copy of the Lock-Up Agreement duly executed by Seller Holdings; (v) the Estimated Closing Statement; (vi) true and complete copies of the Records which Purchaser may reasonably request; (c) a certified copy resolutions adopted by the board of Resolutions directors, board of managers, general partner or other applicable governing body of each of the Board of Directors of Seller Sellers and the Companies, respectively, authorizing the execution, delivery and performance of this AgreementAgreement and the other Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby and revoking any previous delegation of powers and bank delegations; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (evii) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17)resignations, each effective as of the last NRTC billing period ending prior to Closing, of each of the Closing Date; (g) a certificate signed by Seller's presidentCompany Entities’ directors, dated the Closing Datemanagers, to the effect that the conditions or officers set forth in this Article VIII have been satisfied; (hSection 2.4(a)(vii) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially Buyer Disclosure Schedules in the form attached hereto as Schedule 8.9Exhibit I; (viii) a duly executed instrument of transfer of the AM Australia Equity Interests in favor of Buyer Australia Logistics (or as it may direct) together with the existing certificates for the AM Australia Equity Interests or, if no certificates have been issued, a certificate from the company secretary of AM Australia to that effect; (ix) a copy of the Intellectual Property Assignment, duly executed by Seller Parent; (x) a copy of the Non-Solicitation Agreement, duly executed by Oaktree Capital Management, L.P.; (xi) a copy of the Notification Forms executed by the relevant Seller and each of the relevant Luxembourg Companies in relation to the transfer of the Equity Interests of the Luxembourg Companies; (xii) the original of the updated shareholders’ registers of the Luxembourg Companies evidencing registration of transaction contemplated under this Agreement, which shall be delivered upon receipt by the applicable Sellers of the consideration set forth in Section 2.2(b); provided, that in the event that delivery of such updated shareholders’ registers at Closing is not permitted or otherwise not practical due to restrictions under applicable Law or by applicable Governmental Authority (including any applicable COVID-19 Measures), then such updated shareholders’ registers shall be delivered as promptly as practicable following the Closing; and (kxiii) such other documents Forms 1 and instruments as may be reasonably requested and satisfactory 24 prescribed by the Queensland Titles Registry duly executed by Doboy in relation to Purchaser and its counsel in connection with Seller's satisfaction the transfer of each of its obligations hereunderthe Specified Australian Properties. On the Closing Date, the relevant Sellers shall deliver to Buyers a shareholder resolution each of the Luxembourg Companies, duly executed by the applicable Sellers, (A) acknowledging the resignation of the relevant managers of such Luxembourg Company, (B) providing to the extent permitted by law a provisional discharge to be granted to the resigning managers of such Luxembourg Company until the Closing Date and agreeing that such release will be made final when the annual accounts of the financial year comprising the Closing Date are approved by the shareholders of such Luxembourg Company, (C) changing the address of the registered office of such Luxembourg Company (D) approving the transfer of the Equity Interests of the Luxembourg Companies to the applicable Buyer, and (E) the relevant registration in favor of the relevant Buyer in the register of shareholders of each of the Luxembourg Company and any required RCS and RBE filings.

Seller’s Closing Deliveries. Seller Sellers shall have delivered to Purchaser the following at Closing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) all Records or copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller each of the Sellers and each of the Seller's shareholders authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller each of the Sellers from the Secretary of State of GeorgiaSouth Carolina; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), ) each as of the last NRTC billing period ending immediately prior to the Closing Date; (g) a list of all Subscribers who have purchased DSS(TM) equipment on time from Sellers through September 30, 1996 and Sellers' actual cost of DSS(TM) equipment sold on time to such Subscribers; (h) a certificate signed by each of the Seller's presidentpresidents, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (hi) an opinion of Jamex Thomxx X. XxxxXxxxx, Xx., Xxq., counsel xxunsel to SellerSellers, in form and substance reasonably acceptable to Purchaser; (ij) a certificate signed by each of the Seller's presidentpresidents, dated the Closing Date, regarding the transfer of each of the Seller's account accounts at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's Sellers' satisfaction of each of its their obligations hereunder.

Seller’s Closing Deliveries. Seller shall If all conditions in this Agreement to Seller’s Closing obligations have delivered to Purchaser been satisfied or waived in writing by Seller, then, or before the following at Closing:day that is one (a1) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending business day prior to the Closing Date;, Seller shall deliver to Escrow Holder the following: (a) one (1) duly executed and notarized original of the grant deed (the “Deed”) in the form of Exhibit “C” attached hereto, (b) four (4) duly executed original counterparts of the quitclaim xxxx of sale (the “Xxxx of Sale”) in the form of Exhibit “D” attached hereto, (c) four (4) duly executed original counterparts of the assignment of leases and contracts (the “Assignment of Leases and Contracts”) in the form of Exhibit “E” attached hereto, (d) four (4) duly executed original counterparts of the general assignment (the “General Assignment”) in the form of Exhibit “F” attached hereto, (e) one (1) duly executed original certificate of non-foreign status on Escrow Holder’s customary form (as reasonably revised by Seller) and the California Form 593, (f) one (1) closing statement (“Closing Statement”) executed or initialed by Seller reflecting the Purchase Price and the adjustments and prorations required hereunder, (g) a certificate signed by Seller's president, dated the Closing Date, evidence reasonably satisfactory to the effect that Title Company respecting the conditions set forth in due organization of Seller and the due authorization and execution by Seller of this Article VIII have been satisfied; Agreement and the documents required to be delivered hereunder, and (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other additional documents and instruments as may be reasonably requested and satisfactory required by the Title Company in order to Purchaser and its counsel consummate the transactions hereunder (provided the same do not increase in connection with Seller's satisfaction of each of its any material respect the costs to, or liability or obligations hereunderof, Seller in a manner not otherwise provided for herein).

Seller’s Closing Deliveries. The Seller shall have hereby delivers or causes to be delivered to Purchaser the following at Closingthe Buyer (unless delivered previously) the following: (a) the Assignment, the Bill xx Sale and other instruments 3.2.1 a xxxx of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably requestsale, in a form and substance reasonably satisfactory to Purchaserthe Buyer (the “Xxxx of Sale”), duly executed by the Seller, transferring the Purchased Assets to the Buyer; 3.2.2 an assignment and assumption agreement, in a form and substance reasonably satisfactory to the Buyer (b) copies of the Records which Purchaser may reasonably request“Assignment and Assumption Agreement”), duly executed by the Seller, assigning to the Buyer the Assigned Contracts and the Assumed Liabilities; 3.2.3 an assignment and assumption agreement, in a form and substance reasonably satisfactory to the Buyer (c) a certified copy of Resolutions of the Board of Directors of “IP Assignment”), duly executed by the Seller authorizing and Xxxx Xxxxxx, assigning to the execution, delivery and performance of this AgreementBuyer the Intellectual Property Assets; 3.2.4 a consulting agreement, in a form and substance reasonably satisfactory to the Buyer, with Xxxx Xxxxxx and Xxxx Xxxxxxxx (d) a certificate of good standing of Seller from the Secretary of State of Georgia“Consulting Agreement”), duly executed by Xxxx Xxxxxx and Xxxx Xxxxxxxx, respectively; (e) evidence 3.2.5 employment agreements, in a form and substance reasonably satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactionthe Buyer, with Xxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx, and Xxxxxx Xxxxxx (the “Employment Agreements”), duly executed by each of Xxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx, and Xxxxxx Xxxxxx, respectively; 3.2.6 a lease agreement, in a form and substance reasonably satisfactory to the Buyer (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17“Lease Agreement”), each as whereby the Seller agrees to lease the Business Location to the Buyer for a period of the last NRTC billing period ending prior to six (6) months following the Closing Date; (g) 3.2.7 a certificate issued and signed by the secretary or an authorized officer of the Seller's president, dated as of the Closing Date, (i) certifying copies of the resolutions of the shareholder and board of directors of the Seller adopting and authorizing the transactions contemplated by this Agreement and the Ancillary Documents to which such the effect Seller is a party; (ii) certifying copies of the Seller’s Governance Documents; and (iii) identifying each of the persons authorized to execute this Agreement and the Ancillary Documents on behalf of the Seller (setting out in that certificate a specimen signature for such person) (the conditions “Seller’s Officer Certificate”); 3.2.8 a certificate issued and signed by the secretary or an authorized officer of the Parent, dated as of the Closing Date, (i) certifying copies of the resolutions of the shareholders and/or board of directors of the Parent authorizing the Parent’s joining as a party to this Agreement and the Parent’s provision of the guaranty set forth in this Article VIII have been satisfiedSection 9.6 below; and (ii) certifying copies of the Parent’s Governance Documents (the “Parent’s Officer Certificate”); 3.2.9 a subordination agreement, in a form and substance reasonably satisfactory to the Buyer’s lender, Evergreen Cooperative Development Fund LLC (h“ECDF”) an opinion (the “Subordination Agreement”), whereby the Seller agrees that the Seller Note will be subordinated to certain senior debt due and owed to ECDF in connection with the transactions contemplated by this Agreement; 3.2.10 possession of Jamex X. Xxxx, Xx., Xxq., counsel to Sellerall of the Purchased Assets (including constructive possession of all intangible Purchased Assets and Purchased Assets at third party locations); 3.2.11 copies of the Consents listed on Schedule 4.16 required by the Buyer for the Closing, in form and substance reasonably acceptable satisfactory to Purchaserthe Buyer; (i) a certificate signed 3.2.12 releases or payoff letters, including termination statements under the Uniform Commercial Code, or an agreement to terminate such statements under the Uniform Commercial Code, of any and all financing statements filed against any Purchased Assets, as required by Seller's presidentthe Buyer, dated evidencing discharge, removal, and termination of all Encumbrances to which the Closing Date, regarding Purchased Assets are subject effective at or prior to the transfer of Seller's account at Huntington BankClosing; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.93.2.13 [Intentionally Omitted]; and (k) 3.2.14 such other documents and documents, certificates or instruments as the Buyer may be reasonably requested and satisfactory request from the Seller in order to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderconsummate the transactions contemplated by this Agreement.

Seller’s Closing Deliveries. At the Closing, Seller shall have deliver or cause to be delivered to Purchaser the following at Closing:following, each dated as of the Closing Date (except as otherwise specified below) (the “Seller Transaction Deliveries”): (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assignassignment of the United States and foreign letters patent, transfer patents , patent applications, trademarks, service marks, trademark and convey good service mxxx registrations and marketable title to applications, copyrights and copyright registrations and applications included in the Purchased Assets as Purchaser shall reasonably requestAssets, in form each case duly executed and substance reasonably satisfactory to Purchaseracknowledged by the appropriate parties; (b) all tangible Assets, including all Software (and all back-up copies thereof) and copies of all documentation relating to such Software; provided that the Records which Purchaser may reasonably requestProprietary Software will be provided in object code and source code form; (c) a certified copy the Bxxx of Resolutions of the Board of Directors of Seller authorizing the execution, delivery Sale and performance of this Assignment and Assumption Agreement; (d) any other documents as may (in the reasonable judgment of Purchaser or its counsel) be necessary or appropriate to assign, convey, transfer and deliver to Purchaser good and valid title to the Assets free of any Encumbrances, other than Permitted Encumbrances; (e) the Ancillary Agreements; (f) copies of resolutions duly adopted by the board of directors of Seller approving this Agreement, the Ancillary Agreements and the Transactions, certified by an authorized officer of Seller; (g) a duly executed incumbency certificate of Seller as to the Persons at the time of execution authorized to execute and deliver this Agreement and the Ancillary Agreements; (h) a certificate of good standing of Seller from certified by the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list the State of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending Texas within 10 days prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other certificates, instruments, and documents evidencing the consummation of the transaction contemplated hereby, as Purchaser may reasonably request to carry out the intent and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction purposes of each of its obligations hereunderthis Agreement.

Seller’s Closing Deliveries. At Closing, Seller shall have delivered deliver, or cause to Purchaser be delivered, to Buyer each of the following at Closingfollowing, as applicable: 6.2.1. the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; 6.2.2. a bill of sale and assignment and assumption agreement (a) the Assignment“Bill of Sale”), the Bill xx Sale and other instruments of conveyance as may be necessary or appropriate to transfer to effectively assign, transfer and convey Buyer as of the Closing Date good and marketable title to all of the Purchased Assets as Purchaser shall reasonably requestand effecting the assignment to and assumption by Bxxxx of the Assigned Contracts and the Assumed Liabilities, duly executed by Seller, all in form and substance reasonably satisfactory to PurchaserBuyer; 6.2.3. assignment(s) of all right, title and interest of Seller in and to the Registered Intellectual Property Assets to Buyer, duly executed by Seller, all in form and substance reasonably satisfactory to Buyer (b) copies of the Records which Purchaser may reasonably request“Intellectual Property Assignments”); 6.2.4. a transition services agreement by and between Buyer and Seller, wherein Seller agrees to provide certain services that will allow Bxxxx to successfully and efficiently transfer the Business, duly executed by Seller, all in form and substance reasonably satisfactory to Buyer (c) the “Transition Services Agreement”); 6.2.5. a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from issued by the Colorado Secretary of State of GeorgiaState; 6.2.6. a copy of resolutions adopted by the board of directors (eor other similar governing body) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactionof Seller, authorizing the execution delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, 6.2.7. evidence in form and substance reasonably acceptable satisfactory to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9Buyer that all third-party consents have been received and that no such consents have been revoked; and (k) 6.2.8. such other documents and instruments as may shall be reasonably requested and satisfactory by Bxxxx to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereundercarry out the transactions described herein.

Seller’s Closing Deliveries. In addition to any other documents to be delivered under the provisions of this Agreement, the Seller shall have delivered to Purchaser deliver the following at Closing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser Buyer at the Closing, all of which shall reasonably request, be in form and substance reasonably satisfactory to Purchaser;the Buyer and its counsel: (a) a Bill of Sale and Assignment in substantially the form of Exhibit C, duly executed by the Seller; (b) copies an Assignment and Assumption Agreement in substantially the form of Exhibit D, duly executed by the Records which Purchaser may reasonably request; Seller; (c) the Escrow Agreement in substantially the form of Exhibit A, duly executed by the Seller; (d) a certified copy certificate of Resolutions the Secretary or Assistant Secretary of the Seller, certifying (i) the resolutions duly adopted by the Board of Directors of Seller Managers, authorizing and approving the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated by this Agreement; , and (dii) a certificate the Articles of good standing Organization and Operating Agreement of Seller from the Secretary Seller, as amended as of State of Georgia; the Closing Date; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(aa Certificate of Good Standing (or its equivalent) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers Seller, certified by the Virginia State Corporation Commission, dated no earlier than ten (Reports 18A and 19A10) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending days prior to the Closing Date; ; (f) an Assignment and Assumption of lease agreement for the leased property at 000 Xxxxxxx Xxxxxx, Xxxxxxxxxxxx XX 00000, duly executed by the Seller; (g) a certificate signed an IRS Form W-9, duly executed by the Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; ; (h) an opinion all necessary consents of Jamex X. Xxxxthird parties to the assignment of any Material Contracts that are included in the Assumed Contracts; (i) (i) payoff letters evidencing the payment and satisfaction in full of all indebtedness of the Seller related to the Business (including capital leases), Xx.and (as applicable) the release of the respective Liens of each holder’s portion of such indebtedness, Xxq.and (ii) without limiting in any respect the foregoing, counsel to evidence of the release of any and all other Liens against the Acquired Assets; (j) a SUTA Account Termination or Transfer Request for the Pennsylvania Department of Labor and Industry reflecting that 100% of the Business is transferred, duly executed by the Seller; (k) originals of all certificates of titles of all vehicles or other equipment owned by the Seller and set forth on Schedule 4.6; and (l) Employment Agreements and other employment documentation with employees of the Business listed in Schedule 3.2(l), in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderthe Buyer.

Seller’s Closing Deliveries. Seller shall have delivered deliver to Purchaser Buyer one or more certificates evidencing the Shares, duly endorsed for transfer, and shall deliver each of the following at Closingdocuments, duly executed by Seller where applicable, to Buyer: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d1) a certificate of good standing existence for the Company from the State of Connecticut, dated as of a recent date; (2) a certificate of existence for Seller from the Secretary of State of GeorgiaConnecticut, dated as of a recent date; (e3) evidence satisfactory to Purchaser a certificate, dated as of the Closing Date, signed by a duly authorized officer of Seller, certifying that all Liens described on Schedule 5.3(athe conditions specified in Sections 6.1(a), 6.1(b) herein and 6.1(d) have been removed or otherwise addressed to Purchaser's satisfactionfulfilled; (f4) a list resignations of the Accounts Receivable from all Customers (Reports 18A officers and 19A) and a list directors of the Unearned Revenue (Report 17)Company, each effective as of the last NRTC billing period ending prior to the Closing Date; (g5) a certificate signed copies of the requisite resolutions or actions of Seller’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by Seller's presidentthe Secretary of Seller as being duly adopted and in full force and effect; (6) an opinion or opinions from one or more counsel to Seller (any of whom may be an employee of Seller or its Affiliates), dated the Closing DateDate and reasonably satisfactory in form to Buyer and its counsel, to covering substantially the effect that the conditions matters set forth in this Article VIII have been satisfiedExhibit A; (h7) an opinion of Jamex X. Xxxxa signed IRS Form 8023, Xx., Xxq., counsel Elections under Section 338 for Corporations Making Qualified Stock Purchases to Seller, in form and substance reasonably acceptable to Purchaserbe prepared by Buyer; (i8) an affidavit, stating under penalty of perjury, that the indicated number is Seller’s United States taxpayer identification number and that Seller is not a foreign person, pursuant to Section 1445(b)(2) a certificate signed by Seller's president, dated of the Closing Date, regarding the transfer of Seller's account at Huntington BankCode; (j9) a Noncompetition Agreement with copies of the Ancillary Agreements (except for the Acceptable Guaranty), duly executed by Seller substantially in the form attached hereto as Schedule 8.9or an Affiliate of Seller; and (k10) such other documents and instruments as Buyer may be reasonably requested and satisfactory to Purchaser and its counsel request in connection with Seller's satisfaction the purchase of each of its obligations hereunderthe Shares.

Seller’s Closing Deliveries. At the Closing and subject thereto, Seller shall have delivered deliver to Purchaser Buyer the following at Closingfollowing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed the Xxxx of Sale, executed by Seller's president, dated in substantially the Closing Datesame form and substance as mutually agreed by the Parties as of the date hereof, regarding and attached as Exhibit A (the transfer “Xxxx of Seller's account at Huntington BankSale”); (jii) a Noncompetition Agreement with Seller the Assignment and Assumption Agreement, executed by Seller, in substantially in the same form and substance as mutually agreed by the Parties as of the date hereof, and attached hereto as Schedule 8.9; andExhibit B (the “Assignment and Assumption Agreement”); (kiii) the Intellectual Property Assignment Agreement, executed by Seller, in substantially the same form and substance as mutually agreed by the Parties as of the date hereof, and attached hereto as Exhibit C (the “IP Assignment Agreement”); (iv) an Assignment and Assumption of Lease with respect to the Transferred Lease, executed by Seller in substantially the same form and substance as mutually agreed by the Parties as of the date hereof, and attached hereto as Exhibit D (the “Assignment of Lease”), together with the written consent of the underlying lessor under the Transferred Lease to the assignment thereof, if required pursuant to the terms of such Transferred Lease, in substantially the same form and substance as mutually agreed by the Parties as of the date hereof, with such changes thereto as are reasonably requested by such lessor and reasonably approved by Buyer; (v) such other documents agreements and instruments instruments, executed by the applicable parties, as may be reasonably requested by Buyer to fully and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereundereffectively consummate the Transactions.

Seller’s Closing Deliveries. Seller shall have delivered to Purchaser the following at Closing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) all Records or copies of the Records which Purchaser may reasonably requestRecords; (c) a certified copy of Resolutions of the Board of Directors and Shareholders of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of GeorgiaKansas; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's presidentPresident, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. XxxxXxxxxxxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's presidentPresident, dated the Closing Date, regarding the transfer of Seller's account at Huntington BankBank IV and Southwest National Bank in Wichita, Kansas; (j) a Noncompetition Agreement Agreements with Seller Seller, Golden Wheat and its principals, substantially in the form attached hereto as Schedule 8.98.8; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.

Seller’s Closing Deliveries. At the Closing, Seller shall have delivered deliver to Purchaser the following at ClosingBuyer: (ai) the Assignment, the Bill xx Sale and other instruments a Certificate or Certificates signed by an appropriate officer of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; Seller stating that (bA) copies each of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions representations and warranties contained in Article Three is true and correct in all material respects at the time of the Board Closing with the same force and effect as if such representations and warranties had been made at Closing, and (B) all of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII Sections 7.02(b) and 7.02(d), insofar as Section 7.02(d) pertains to approvals required to be obtained by Seller, have been satisfiedsatisfied or waived as provided therein; (hii) evidence of payment to Buyer, by wire transfer in immediately available funds to an opinion account designated by Buyer, of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaserthe Estimated Purchase Price; (iiii) a certificate signed by Seller's president, dated an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the Closing Date, regarding the transfer of Seller's account at Huntington Bankform set forth in Exhibit A hereto; (jiv) a Noncompetition an executed Assignment and Assumption of Contracts Agreement with Seller in substantially the form set forth in Exhibit B hereto; (v) an executed Xxxx of Sale in substantially the form set forth in Exhibit C hereto; (vi) executed special warranty deeds, (subject to Permitted Exceptions, as such term is defined in Section 11.15 hereof) conveying the Real Property to Buyer; (vii) an executed Assignment, Transfer and Appointment of Successor Trustee for XXX Accounts in substantially the form set forth in Exhibit D; (viii) an executed Limited Power of Attorney in substantially the form set forth in Exhibit E; (ix) such other bills of sale, assignments, and other instruments and documents as counsel for Buyer may reasonably require as necessary or desirable for transferring, assigning and conveying to Buyer good, marketable and insurable title to the Assets; (x) listings of the Deposit Liabilities as of the Closing Date (the "Deposit Listings") on magnetic tape or utilizing such other method of information transfer as the parties may mutually agree, which Deposit Listings shall include, for each account, the account number, outstanding principal balance, and accrued interest; (xi) such Records as are capable of being delivered to Buyer, which Records (other than the current promissory notes related to the Loans which shall be originals) may be delivered by delivery of imaged, photocopies or other non-original and non-paper media in lieu of original copies in the form attached hereto as Schedule 8.9event the originals or hard copies of such Records are not reasonably available to Seller for delivery to Buyer; and (kxii) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with assignment of Seller's satisfaction of each of its obligations hereunderlease for the Oklahoma City Branch, in the form reasonably acceptable to Buyer.

Seller’s Closing Deliveries. Seller At the Closing, Sellers shall have deliver or cause to be delivered to Purchaser the following at Closingfollowing: (a) stock certificates representing all of the AssignmentShares, endorsed in blank or accompanied by duly executed stock powers; (b) a Senior Management Agreement with each of the Bill xx Sale Managing Directors, duly executed by each such Managing Director; (c) the certificate contemplated by Section 7.3(c), duly executed by each Seller; (d) the payoff letters and other instruments releases of transfer security interests referred to effectively assignin Section 6.12; (e) a certificate of the secretary or an assistant secretary of any Seller that is not a natural person certifying resolutions of the board of directors (or equivalent) of such Seller, transfer approving and convey authorizing the execution, delivery and performance by such Seller of this Agreement and its Related Agreements and the consummation by such Seller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of such Seller); (f) a certificate of the secretary or an assistant secretary of the Company certifying resolutions of the board of directors of the Company, approving and authorizing the execution, delivery and performance by the Company of this Agreement and its Related Agreements and the consummation by the Company of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Company); (g) certificates dated as of a recent date from the Secretary of State of Delaware listing all charter documents of the Company then on file and certifying that the Company is in good standing under the Laws of Delaware and marketable title to the Purchased Assets as Purchaser shall reasonably requesthas paid all its franchise taxes; (h) evidence, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17in accordance with Section 7.3(e), each as of the last NRTC billing period ending prior key Company Employees in a number that the Purchaser shall determine in good-faith that are necessary to the Closing Date; Company’s Practice have accepted their offers of employment (gor continued employment) a certificate signed by Seller's presidentwith Purchaser or an Affiliate of Purchaser (including, dated after the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9Company); and (ki) such other documents and instruments as may be required by any other provision of this Agreement or any Related Agreement or as may reasonably requested be required to consummate the transactions contemplated by this Agreement and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderthe Related Agreements.

Seller’s Closing Deliveries. Seller At Closing, Sellers (as applicable) shall, and shall have delivered cause the Xxxxx Companies to Purchaser deliver to the following at ClosingBuyer Parties: (a) the AssignmentThe Employment Agreement, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaserduly executed by Executive; (b) copies of the Records which Purchaser may reasonably requestThe Registration Rights Agreement, duly executed by each Seller; (c) a certified copy of Resolutions The Side Letter Agreement, duly executed by each Seller; (d) A membership assignment for each Seller, dated as of the Board Closing Date, duly executed such Seller and evidencing such Seller’s transfer to Buyer of Directors such Seller’s portion of Seller the Xxxxx Membership Interest; (e) A certificate of an officer of Xxxxx, dated the Closing Date, certifying (i) as to the Constituent Documents of Xxxxx, (ii) as to resolutions of the managers of Xxxxx authorizing the execution, delivery and performance of this Agreement; Agreement and the Seller Ancillary Documents, and (diii) a certificate the incumbency of good standing any officers or authorized representatives of Xxxxx executing this Agreement or any of the Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactionAncillary Documents; (f) Certificates of good standing or existence, as applicable, of each Xxxxx Company, issued as of a list recent date by an appropriate official of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list state of the Unearned Revenue (Report 17), each as organization of the last NRTC billing period ending prior to the Closing Datesuch Xxxxx Company; (g) a certificate signed by Seller's president, dated Complete minute books for each of the Closing Date, Xxxxx Companies (to the effect that the conditions set forth in this Article VIII have been satisfiedextent they exist); (h) an opinion Copies of Jamex X. Xxxxall written consents, Xx., Xxq., counsel waivers or approvals obtained by Sellers or the Xxxxx Companies with respect to Seller, in form and substance reasonably acceptable to Purchaserthe consummation of the Contemplated Transactions; (i) a certificate signed by Seller's presidentThe written resignations of each officer, dated manager and director of the Closing Date, regarding the transfer of Seller's account at Huntington BankXxxxx Companies set forth on Schedule 3.3(i); (j) a Noncompetition Agreement with A certificate of non-foreign status of each Seller substantially in meeting the form attached hereto as Schedule 8.9requirements of Treasury Regulation Section 1.1445 -2(b)(2); and (k) such Such other documents documents, instruments and instruments certificates as may be the Buyer Parties or their counsel reasonably requested and satisfactory deems necessary to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderconsummate the Contemplated Transactions.

Seller’s Closing Deliveries. At Closing, Seller shall have delivered deliver, or cause to Purchaser be delivered, to Buyer the following at Closing: (a) the Assignmentfollowing, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably requestin each case, in form and substance reasonably satisfactory acceptable to PurchaserBuyer: 4.2.1 a Special Warranty Deed, conveying all of Seller’s right, title and interest in and to the Real Property to Buyer, free and clear of all Monetary Liens and subject only to other matters of record, duly executed and acknowledged by Seller; 4.2.2 a Xxxx of Sale and Assignment, conveying all of Seller’s right, title and interest in and to the Intangible Property, free and clear of all Liens; duly executed by Seller (b) copies “Xxxx of Sale”); 4.2.3 any other documents necessary for Seller to transfer title to any of the Records which Purchaser may reasonably requestIntangible Property, duly executed and, if applicable, acknowledged by Seller; (c) 4.2.4 a certified copy of Resolutions of lease termination agreement, terminating the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each NR-3 Lease as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, duly executed by Seller and NR-3; 4.2.5 an affidavit pursuant to Section 1445(b)(2) of the Code stating that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code; 4.2.6 a customary settlement statement prepared by the Title Company in accordance with this Agreement (the “Settlement Statement”), duly executed by Seller; 4.2.7 payoff letters for all indebtedness secured by Monetary Liens, which such payoff letters shall (I) have been provided to Buyer no less than two Business Days prior to the effect date hereof, (II) provide that, upon payment of a specified amount, all agreements, including pledges, mortgages and security interests evidencing such indebtedness shall terminate, without any continuing liability of the Seller thereunder, and (III) include undertakings to provide appropriate evidence of such termination, cancellation or repayment (including UCC-3 termination statements); 4.2.8 a termination agreement and release of claims from CIRCE I, LLC, a North Carolina limited liability company, with respect to that certain Agency Agreement dated as of April 19, 2017 and that certain Right of First Refusal Agreement dated as of April 21, 2017; 4.2.9 such proof of Seller’s authority and authorization to enter into this Agreement and consummate the conditions set forth transaction contemplated hereby and such proof of the power and authority of the individual(s) executing or delivering any instruments, documents or certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Title Company; 4.2.10 any and all documents or instruments as shall be reasonably or customarily required by the Title Company from Seller as a condition to insuring title to the Real Property as provided in this Article VIII have been satisfied; (h) Agreement, or as otherwise required by local custom, including an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, owner’s affidavit in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9Title Company; and 4.2.11 all keys, lock combinations, access cards/codes, and other entry devices for the Improvements in Seller’s possession or control, and any Intangible Property in Seller’s possession or control (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderthe extent not previously delivered to Buyer).

Seller’s Closing Deliveries. Seller Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX, at the Closing, Chart US (on behalf of Sellers) shall have delivered deliver to Purchaser Buyer all of the following at Closingfollowing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably requestwritten resignations, in form and substance reasonably satisfactory to PurchaserBuyer, of each of the officers and directors of the Acquired Companies (except for Chart China) as set forth in Schedule 3.4(a), except as requested otherwise by Buyer in writing not less than fifteen (15) Business Days prior to the Closing Date; (b) copies the certificates representing the Shares (to the extent certificated and except for Chart China), duly endorsed to Buyer or accompanied by duly executed stock powers, in form and substance reasonably satisfactory to Buyer, together with completed and signed transfers of the Records which Purchaser may reasonably requestUK Shares to Buyer; (c) a certified copy pay-off letter from each Person or Persons to whom any amounts of Resolutions of Closing Date Debt are owed and shall be paid at the Board of Directors of Seller authorizing the execution, delivery and performance of this AgreementClosing; (d) a certificate of good standing Chart US’s non-foreign status for purposes of Seller from sections 897 and 1445 of the Secretary of State of GeorgiaCode; (e) evidence satisfactory a duly executed counterpart of Chart US to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactionthe Transition Services Agreement; (f) a list fully executed copy of the Accounts Receivable from all Customers lease agreement regarding Chart China’s facility, entered into by and between Chart Asia and Chart China, in the form attached hereto as Exhibit D, with such other terms as the parties hereto may mutually agree (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17“China Lease Agreement”), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion power of Jamex X. Xxxx, Xx., Xxq., counsel to Sellerattorney, in form and substance reasonably acceptable satisfactory to PurchaserBuyer, duly executed by Chart Lux in favor of Buyer enabling Buyer (pending registration of the transfer of the UK Shares) to exercise all voting and other rights attaching to the UK Shares; (h) the certificate contemplated by Section 9.3(f), duly executed by Chart US; (i) a certificate signed by Seller's presidentevidence, in form and substance reasonably satisfactory to Buyer, that CAIRE has notified the Accreditation Commission for Health Care, Inc. of the transaction contemplated herein not less than thirty days prior to the Closing, pursuant to section 3.5.1 of that certain Agreement for Accreditation Services, dated as of November 13, 2017, by and between CAIRE and the Closing DateAccreditation Commission for Health Care, regarding the transfer of Seller's account at Huntington BankInc.; (j) a Noncompetition Agreement with Seller substantially replacement for certificate no. 135146 issued by APRAGAZ A.S.B.L. (notified body no. 0029) in the form attached hereto as Schedule 8.9; name of an Acquired Company, and (k) such other documents a separate agreement solely between an Acquired Company and instruments as may the current European authorized representative MPS Medical Product Service GmbH, the content of this separate agreement to be reasonably requested in line with the existing consultancy agreement dated 5 June 2018 between MPS Medical Product Service GmbH and satisfactory to Purchaser Chart US, CAIRE and its counsel in connection with Seller's satisfaction of each of its obligations hereunderAirSep Corporation.

Seller’s Closing Deliveries. Seller On or before the Closing Date, the Sellers shall have deliver or cause to be delivered to the Purchaser the following at Closingfollowing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to share certificates representing the Purchased Assets Shares endorsed in blank for transfer or accompanied by irrevocable stock transfer powers of attorney executed in blank, in either case, by the applicable Seller; (b) certified copies of the resolutions of the shareholders and the board of directors of the Corporation, as Purchaser shall reasonably requestapplicable, approving the entering into of this Agreement and completion of the Transactions, in form and substance reasonably satisfactory to the Purchaser; (b) copies of the Records which Purchaser may reasonably request, acting reasonably; (c) a certified copy of Resolutions evidence of the Board termination of Directors of Seller authorizing any shareholders agreement affecting the executionCorporation, delivery in form and performance of this Agreementsubstance satisfactory to the Purchaser, acting reasonably; (d) a certificate of status, compliance, good standing or like certificate with respect to each of Seller from the Secretary Acquired Entities issued by appropriate government officials of State their respective jurisdictions of Georgiaincorporation and of each other jurisdiction in which such Acquired Entity is registered to carry on its business as set out in Section 4.15 of the Sellers’ Disclosure Letter; (e) evidence satisfactory the certificates referred to Purchaser that all Liens described on Schedule 5.3(ain Section 8.2(a) herein have been removed or otherwise addressed to Purchaser's satisfactionand Section 8.2(b); (f) a list evidence, satisfactory to the Purchaser, of the Accounts Receivable from all Customers (Reports 18A release and 19A) and a list discharge of the Unearned Revenue (Report 17), each as Liens specified in Section 7.2(f) of the last NRTC billing period ending prior to the Closing DateSellers’ Disclosure Letter; (g) a an estoppel certificate signed by Seller's president, dated substantially in the Closing Date, form set out in Exhibit 7.2(g) from the lessor of each of the Leased Properties identified in Section 4.25(a) of the Sellers’ Disclosure Letter as requiring an estoppel certificate to the effect that the conditions set forth in be delivered pursuant to this Article VIII have been satisfiedSection 7.2(g); (h) an opinion a resignation and release effective as of Jamex X. Xxxxthe Closing from each director of the Acquired Entities specified by the Purchaser in writing; provided, Xx.however, Xxq.that to the extent any member of the board of directors of any Acquired Entity requested to not resign by Purchaser in order to satisfy requirements under the Cannabis Act or Cannabis Regulations and the retention of the Redecan Licences, counsel such board member shall agree to Sellerremain on the board of directors of such Acquired Entity, provided that Purchaser shall (i) ensure such member is covered by the Purchaser’s director and officer indemnity insurance, (ii) enter into a standard indemnity agreement with such member, and (iii) take such action as necessary to replace such member in form and substance reasonably acceptable a timely manner if such member has requested to Purchaserbe removed from the board of such Acquired Entity; (i) a certificate signed by Seller's president, dated resignation of the Closing Date, regarding auditors of each Acquired Entity effective as of the transfer of Seller's account at Huntington BankClosing; (j) a Noncompetition Agreement with Seller non-competition agreement executed by each of the Sellers and Principals, substantially in the form attached hereto set out in Exhibit 7.2(j); (k) an employment agreement executed by those Persons specified in Section 7.2(k) of the Sellers’ Disclosure Letter, substantially in the form set out in Exhibit 7.2(k); (l) the Escrow Agreement duly executed by the Sellers’ Representative; (m) the Transition Services Agreements, duly executed by those Persons specified in Section 7.2(m) of the Sellers’ Disclosure Letter; (n) the intellectual property acknowledgment, duly executed by OpCo and those Persons specified in Section 7.2(n) of the Sellers’ Disclosure Letter, substantially in the form agreed to by the Parties prior to the date hereof; (o) the intellectual property assignment agreements, duly executed by OpCo and those Persons specified in Section 7.2(m) of the Sellers’ Disclosure Letter, substantially in the form set out in Exhibit 7.2(o); (p) the Flow of Funds Memorandum executed by the Sellers’ Representative; (q) the Investor Rights Agreement, duly executed by those Sellers party thereto; (r) joinder agreements for any Persons to which rights or obligations under this Agreement have been assigned during the Closing Period (including, for greater certainty, if such assignment occurs as Schedule 8.9part of the Pre-Closing Reorganization); and (ks) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderthe Corporate Records.

Seller’s Closing Deliveries. At or prior to the Closing, Seller shall have delivered deliver, or cause to Purchaser be delivered, to Buyers the following at Closingfollowing: (a) the Assignmentcertificate contemplated by Section 8.2(c), duly executed by a duly authorized officer of Seller; (b) a counterpart to the Bill xx Sale Assignment and Assumption Agreements, duly executed by Xxxxxx; (c) a counterpart to the Labo Interests Assignment and Assumption Agreement, duly executed by Seller; (d) subject to Section 4.5, one or more Special Warranty Deeds of conveyance of the Owned Real Property, substantially in the form of the applicable Special Warranty Deed, duly executed and acknowledged by Seller, and in recordable form; (e) one or more instruments of assignment or conveyance, substantially in the applicable form of the Assignments of Easements, as are necessary to transfer the Purchased Easements, duly executed and acknowledged by Seller and in recordable form; (f) a counterpart to the Transition Services Agreement, duly executed by Seller; (g) an Internal Revenue Service form W-9 properly completed and executed by Seller (and, if applicable, which lists CEIP on Line 2 of such form); (h) stock certificates evidencing the Labo Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank with medallion guarantee, or other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to PurchaserBuyers; (i) a certificate signed counterpart to the Subcontract Agreement, duly executed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in any necessary Uniform Commercial Code authorizations to evidence the form attached hereto as Schedule 8.9release of any Encumbrances (other than Permitted Encumbrances) against the Purchased Assets; provided, that forms of such Uniform Commercial Code authorizations and releases shall be provided to Buyers at least three (3) Business Days prior to Closing; and (k) such other documents and instruments as may be reasonably requested and satisfactory all consents, waivers or approvals that have been obtained by Seller prior to Purchaser and its counsel Closing from Third Parties in connection with Seller's satisfaction of each of its obligations hereunderthis Agreement.

Seller’s Closing Deliveries. Seller shall have delivered to Purchaser the following at Closing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors and Shareholders of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein the Purchased Assets have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last most recently available NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. XxxxJonex, Xx.Xxrk & Millxx, Xxq., XXP counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account accounts at Huntington Bank; (j) a Noncompetition Agreement Agreements with each of Seller and Dr. Xxxxxx X. Xxxxxx, substantially in the form attached hereto as Schedule 8.98.8; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.

Seller’s Closing Deliveries. On or before the Closing Date, the Seller shall have deliver or cause to be delivered to the Purchaser the following at Closingfollowing: (a) a certificate of incorporation (extrait K-bis) of the Assignment, Corporation evidencing completion of the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to PurchaserConstitution; (b) copies the duly completed, signed and dated transfer order (ordre de mouvement) with respect to the transfer of the Records which Purchaser may reasonably requestPurchased Shares; (c) a certified copy of Resolutions the duly completed, signed and dated tax form (Cerfa 2759) with respect to the transfer of the Board of Directors of Seller authorizing the execution, delivery and performance of this AgreementPurchased Shares; (d) a certificate the share transfer registry (registre des mouvements de titres) and the shareholders’ individual accounts (comptes individuels d’actionnaires) of good standing the Corporation reflecting completion of Seller the transfer of the Purchased Shares from the Secretary of State of GeorgiaSeller to the Purchaser as well as the Share Pledge Agreement; (e) evidence satisfactory copies certified by an officer of the Seller of the resolutions adopted by the Seller in its capacity as sole shareholder of the Corporation acknowledging the entry into force of the revised articles of association of the Corporation, in the form attached as exhibit 1.1(h) to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactionthe Shareholders Agreement; (f) a list duly executed copy of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list declaration of the Unearned Revenue (Report 17), each as beneficial owner of the last NRTC billing period ending prior Corporation, updated to reflect the Closing DateTransactions occurred at Closing; (g) a certificate signed by Seller's president, dated the Closing Date, certificates referred to the effect that the conditions set forth in this Article VIII have been satisfiedSection 7.1(a) and Section 7.1(b); (h) an opinion a duly executed copy of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaserthe Shareholders Agreement; (i) a certificate signed copy of the Shareholder Loan Agreement relating to Tranche 1 duly executed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington BankCorporation; (j) a Noncompetition copy of the Upstream Loan Agreement with Seller substantially in relating to Tranche 1 duly executed by the form attached hereto as Schedule 8.9; andCorporation and the Seller; (k) such other documents a duly executed copy of the Joint and instruments as may be reasonably requested Several Guarantee (cautionnement solidaire) and Share Pledge Agreement along with the Seller’s pledge statement (déclaration de nantissement) and the Corporation’s pledge certificate (attestation de nantissement); (l) evidence satisfactory to Purchaser the Purchaser, acting reasonably, that the Seller has obtained a binding investment commitment of at least USD 30 million from the Institutional Investor; (m) a copy of the US Securities Purchase Agreement duly executed by the Corporation and its counsel in connection with the Seller's satisfaction of each of its obligations hereunder.

Seller’s Closing Deliveries. At the Closing, the Seller shall have deliver or cause to be delivered to Purchaser the following at ClosingBuyer: (ai) a certificate executed by an officer of the Seller stating that the conditions set forth in Section 5.1(a) and Section 5.1(b) have been duly satisfied; (ii) the AssignmentEscrow Agreement, duly executed by Xxxxxx Agent and the Bill xx Sale Seller; (iii) a document, in a form reasonably acceptable to the Buyer, evidencing the transfer of the Equity Interests, free and clear of all Liens; (iv) a certification of non-foreign status, duly executed by the Seller, in the form prescribed by Treasury Regulations Section 1.1445-2(b); (v) all actions, approvals, consents and waivers or amendments to contracts set forth on Schedule 1.6(v), will have been entered into, taken or obtained, as applicable, in each case in a form and substance reasonably acceptable to the Buyer; (vi) the written resignations of each of the directors, managers and officers of the Acquired Companies, effective as of the Closing, except as requested by the Buyer in writing delivered to the Acquired Companies not less than three (3) Business Days prior to the Closing Date; (vii) evidence reasonably satisfactory to the Buyer that all contracts between any Acquired Company, on the one hand, and any Related Person, on the other hand (other than ordinary course agreements relating to employee compensation and benefits, equity grants and indemnification obligations that have been made available to the Buyer), have been terminated and that any intercompany accounts and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably requestbalances have been fully settled or paid off; (viii) payoff letters, in form and substance reasonably satisfactory to Purchaserthe Buyer, in respect of any Debt required to be repaid as of the Closing Date (collectively, the “Payoff Letters”), which shall release, to the extent related to such Debt, all Liens on or affecting the Equity Interests and all Liens on the assets of any Acquired Company and include satisfactory evidence of such release or commitments, or authorizations, to release such Liens in connection with the Closing (including Uniform Commercial Code termination statements or commitments or authority to file such Uniform Commercial Code termination statements in connection with the Closing), including, without limitation, evidence reasonably satisfactory to Buyer that the guarantee of each Acquired Company that is a guarantor of the Senior Notes has been released and discharged and terminated in accordance with the terms of the Seller Parent Indenture; (bix) copies of the Records which Purchaser may reasonably request; each Transaction Document (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of other than this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of including, without limitation, the last NRTC billing period ending prior to TSA, duly executed by all parties thereto other than the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, XxBuyer or any Affiliate thereof., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.

Seller’s Closing Deliveries. At the Closing, Seller shall have delivered deliver, or cause the Company and the Subsidiary to Purchaser deliver, to Buyer (and, in the following at Closing:case of Section 2.4.1(iii), to the Escrow Agent and Buyer): (i) the stock certificate(s) representing all Company Shares, endorsed in blank or accompanied by duly executed assignment documents; (ii) a certificate of the Secretary of Seller, dated as of the Closing Date, certifying as to the (a) the Assignmentincumbency of officers of Seller executing documents executed and delivered in connection herewith, (b) certified copies of the Bill xx Sale organizational documents, and other instruments any amendments thereto, of transfer to effectively assignthe Company and the Subsidiary and (c) a copy of the resolutions of the governing body of Seller, transfer all in compliance with applicable Law, authorizing and convey good approving the transactions contemplated hereunder; (iii) the Indemnity Escrow Agreement, duly executed by Seller and marketable title to the Purchased Assets as Purchaser shall reasonably requestEscrow Agent; (iv) written resignations of each of the directors and officers of the Company and the Subsidiary, each in form and substance reasonably satisfactory to PurchaserBuyer; (bv) copies of from each Person who, on or following the Records which Purchaser may reasonably request; (c) date hereof, holds any Funded Indebtedness or is owed any Seller Expenses, a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, pay-off letter in form and substance reasonably acceptable satisfactory to PurchaserBuyer and such other evidence as Buyer may reasonably request to the effect that all such indebtedness of the Company and the Subsidiary has been paid in full and all Liens on the assets of the Company and the Subsidiary have been fully and finally released; (ivi) an affidavit of an officer of Seller, under penalties of perjury, stating that Seller is not and has not been a certificate signed by Seller's presidentUnited States real property holding corporation, dated as of the Closing Date, regarding Date and in form and substance required under Sections 1.1445-2(c)(3) and 1.897-2(h) of the transfer Treasury Regulations so that Buyer is exempt from withholding any portion of Seller's account at Huntington Bankthe Purchase Price; (jvii) a Noncompetition Agreement with Seller substantially good standing certificate or equivalent certificate evidencing the good standing for the Subsidiary from the Governmental Entity controlling its jurisdiction of incorporation, dated as of a date not earlier than five business days prior to the Closing; (viii) copies of all Required Consents; (ix) the Transition Services Agreement, duly executed by Trintech, Inc.; (x) all corporate books and records, including the minute books, stock ledgers and transfer records, the corporate seal and other materials related to the corporate administration of the Company and the Subsidiary; (xi) noncompetition agreements in the form attached hereto as Exhibit C (the “Employee Noncompetition Agreements”) duly executed by each of the Company Employees identified on Section 2.4.1(xi) of the Disclosure Schedule; (xii) an opinion of A&L Goodbody or such other counsel of Seller or Parent reasonably acceptable to Buyer with respect to the board of directors and shareholder approvals of Parent required to be obtained by Parent in connection with the transactions contemplated by this Agreement in the form attached hereto as Exhibit G; (xiii) amended and restated employment agreement of the Company Employee identified on Section 2.4.1(xiii) of the Disclosure Schedule 8.9(the “Employment Agreement”); (xiv) the Special Escrow Agreement, duly executed by Seller and the Escrow Agent; and (kxv) such other documents and instruments the Estimate of the Working Capital as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderthe Closing Date.

Seller’s Closing Deliveries. Seller Sellers shall have delivered to Purchaser the following at Closing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) all Records or copies of the Records which Purchaser may reasonably request;. (c) a certified copy of Resolutions of the Board of Directors of Seller each of the Sellers and each of the Seller's shareholders authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller each of the Sellers from the Secretary of State of GeorgiaSouth Carolina; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), ) each as of the last NRTC billing period ending immediately prior to the Closing Date; (g) a certificate signed by each of the Seller's presidentpresidents, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex Thomxx X. XxxxXxxxx, Xx., Xxq., counsel xxunsel to SellerSellers, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by each of the Seller's presidentpresidents, dated the Closing Date, regarding the transfer of each of the Seller's account accounts at Huntington Bank; (j) a Noncompetition the Management Agreement with Seller substantially in the form attached hereto as Schedule 8.9executed by Sellers; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's Sellers' satisfaction of each of its their obligations hereunder.

Seller’s Closing Deliveries. Seller At the Closing, Sellers shall have delivered deliver to Purchaser Buyer the following at Closing:documents, any of which may be waived by Buyer in its discretion; (a) Certificate of Existence for the AssignmentCompany, the Bill xx Sale and other instruments dated as of transfer to effectively assign, transfer and convey good and marketable title a date not more than five (5) Business Days prior to the Purchased Assets Closing Date, as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaserissued by the appropriate Governmental or Regulatory Agency; (b) copies Tax Clearance Certificate, dated as of a date not more than five (5) Business days prior to the Records which Purchaser may reasonably requestClosing Date, as issued by the South Carolina Department of Treasury; (c) a certified copy certificates of Resolutions an authorized officer of the Board Company and by each Seller, dated as of Directors of Seller authorizing the executionClosing Date, delivery certifying as set forth in Sections 7.1(a) and performance of this Agreement7.1(b); (d) a certificate of good standing of Seller from stock certificates evidencing, in the Secretary of State of Georgiaaggregate, the Purchased Shares, accompanied by duly executed irrevocable stock powers; (e) evidence satisfactory a counterpart to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactionthe Escrow Agreement, duly executed by each Seller; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior counterpart to the Closing DateCollection Agreement, duly executed by the Company; (g) a certificate signed by Seller's president, dated UCC-3 termination statements and pay-off letters reasonably satisfactory to Buyer that all Indebtedness of the Company set forth on Schedule 2.2(b) of the Disclosure Schedule has been or will be discharged as of the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfiedincluding copies of all releases related thereto; (h) an opinion Employment Agreements, between the Company and each of Jamex X. XxxxXx. Xxxxxxxx, Xx., Xxq., counsel to Seller. Xxxxxxxxx and Xx. Xxxxxxx, in the form annexed hereto as Exhibit 8.2(h), duly executed by each applicable Seller and substance reasonably acceptable to Purchaser;Xx. Xxxxxxx (the “Physician Employment Agreements”‘). (i) a certificate signed by Seller's presidentReal Property Lease Agreement for the Facility, dated between the Closing DateCompany and the owner of the real property upon which the Facility is located, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; andExhibit 8.2(i) (the “Real Property Lease”); (j) a legal opinion from counsel to the Company, substantially in the form annexed hereto as Exhibit 8.2(j); (k) such other documents and instruments as may be evidence of the effectiveness of the Conversion in form reasonably requested and satisfactory acceptable to Purchaser and its counsel Buyer; (1) evidence of the termination of the Terminated Agreements, in connection with Seller's satisfaction of each of its obligations hereunder.form reasonably acceptable to Buyer;

Seller’s Closing Deliveries. At the Closing, Seller shall have will execute and deliver, or will cause to be executed and delivered (as applicable), to Purchaser the following at Closingitems: (a) the Assignment, a counterpart signature page to the Bill xx Sale and other instruments of transfer to effectively assignSale, transfer and convey good and marketable title executed by an authorized representative of Seller; (b) counterpart signature pages to the Purchased Assets Assignment and Assumption Agreements, executed by an authorized representative of Seller; (c) a counterpart signature page to the Construction Completion Agreement, executed by an authorized representative of Seller; (d) fully-executed copies of the Construction Agreements, executed by authorized representatives of Seller and the applicable counterparties thereto; (e) [the Bargain and Sale Deed, executed by an authorized representative of Seller]36; (f) an Owner’s Affidavit and related documentation, with respect to the Project Site, executed by an authorized representative of Seller, in form and substance satisfactory to the Title Company; (g) a certification of non-foreign status, 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 Purchaser; (h) a certificate, dated as of the Closing Date, executed by an 36 NTD: To be deleted if not applicable. authorized officer of Seller, certifying that attached thereto is: (i) a true, correct and complete copy of a Certificate of Good Standing with respect to Seller, issued by the Secretary of State of the State of [ ] as of a recent date; (ii) a true, correct and complete copy of the resolutions of Seller, authorizing the execution, delivery and performance by Seller of this Agreement and all of the other agreements and instruments, including the Ancillary Agreements to which it is a party, in each case, to be executed and delivered by Seller in connection with this Agreement; and (iii) the name, title and signature of each of the authorized representatives of Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated by this Agreement; (i) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller, certifying as to the matters set forth in Section 6.1.1 and Section 6.1.2; (j) a Phase I Environmental Site Assessment (“ESA”) for the Project Site, current and valid on the Closing Date under ASTM Standard Practice E1527-13 for ESAs, addressed to Purchaser shall as the user, or accompanied by a reliance letter in form and substance reasonably requestsatisfactory to Purchaser and incorporating user provided information from Purchaser, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (ck) a certified copy of Resolutions of the Board of Directors of Seller authorizing the executioncurrent and valid (1) geotechnical study with respect to each Project Site, delivery (2) [ ] and performance of this Agreement; (d3) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17)[ ], in each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Sellercase, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9Purchaser37; and (kl) such other documents and instruments as may be reasonably requested and satisfactory by Purchaser to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereundercomplete the transactions contemplated by this Agreement.

Seller’s Closing Deliveries. Seller shall have delivered to Purchaser deliver the following to Buyer at the Closing: (a) A xxxx of sale relating to the AssignmentAcquired Assets, duly executed by Seller, in the Bill xx Sale form of Exhibit B attached hereto (the “Xxxx of Sale”); (b) An assignment and assumption agreement relating to the Acquired Assets and the Assumed Liabilities, duly executed by Seller, in the form of Exhibit C attached hereto (the “Assignment and Assumption Agreement”); (c) The Support Agreement duly executed by Seller; (d) Such other deeds, bills of sale, assignments, certificates of title, documents, and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets conveyance as Purchaser shall may reasonably request, in form and substance reasonably satisfactory to Purchaserbe requested by Buyer; (be) copies A certificate of the Records which Purchaser may reasonably request; Secretary of Seller, certifying (ci) a certified copy of Resolutions certificate of the Board Secretary of Directors State of each of Delaware and Oklahoma certifying the good standing of Seller in Delaware and Oklahoma, respectively, (ii) the resolutions duly adopted by the board of directors and stockholder(s) of Seller authorizing and approving the execution, delivery and performance of this Agreement; , the Related Agreements, and the transactions contemplated hereby, and (diii) a certificate the incumbency and signature of good standing the officer of Seller from executing this Agreement and any other document executed on behalf of Seller in connection with the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactiontransaction contemplated hereby; (f) a list A certificate of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list President of the Unearned Revenue (Report 17), each Seller to be dated as of the last NRTC billing period ending Closing Date, certifying that Seller has performed and complied with all the terms, provisions and conditions of this Agreement to be performed and complied with by it prior to Closing and that its representations and warranties contained herein are true in all material respects (without regard to any materiality qualifiers in such representations and warranties) as of the Closing Date;; and (g) a certificate signed by Seller's presidentAll necessary consents of third parties, dated the Closing Dateincluding any Governmental Authority, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer fulfillment of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its ’s obligations hereunderunder this Agreement.

Seller’s Closing Deliveries. Seller shall have At the Closing, upon the terms and subject tothe conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 9.3, Sellers are delivering or causing to be delivered to Purchaser the following at Closingfollowing: (a) conveyances of the AssignmentAssets substantially in the form attached hereto as Exhibit G (the “Conveyances”), duly executed by the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably requestapplicable Seller, in form sufficient duplicate originals to allow recording in all appropriate jurisdictions and substance reasonably satisfactory to Purchaseroffices; (b) copies assignments of all Applicable Contracts duly executed by the Records which Purchaser may reasonably requestapplicable Seller; (c) a certified copy in the form attached hereto as Exhibit J, transfer orders or letters in lieu thereof directing all purchasers of Resolutions production to make payment to Purchaser of proceeds attributable to production from the Board applicable Seller’s interest in the Assets from and after the Effective Time, for delivery by Purchaser to the purchasers of Directors of Seller authorizing the execution, delivery and performance of this Agreementproduction.; (d) a certificate copies of good standing all existing joint operating agreements governing the Mineral Interests of Seller from the Secretary of State of Georgiaapplicable Seller; (e) evidence satisfactory to Purchaser of receipt of all consents and approvals of any Governmental Authority or third party listed on Schedules 5.13 and 5.15(a) except consents and approvals of assignments by Governmental Authorities that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactionare customarily obtained after Closing; (f) with respect to each Seller, a list Certificate of Non-Foreign Status in the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each form attached hereto as of the last NRTC billing period ending prior to the Closing DateExhibit K; (g) a certificate signed by from each Seller's president, dated the Closing Date, signed by the President or a Vice President of each Seller, to the effect that that, to the knowledge of such officer, the conditions set forth specified in this Article VIII Sections 8.1(a), (b), (c) and (d) have been satisfiedfulfilled; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially registration rights agreement in the form attached hereto as Schedule 8.9Exhibit L (the “Registration Rights Agreement”), duly executed by Sellers and each of any Sellers’ Designees receiving Stock from Purchaser at Closing; (i) the Investor’s Questionnaire duly executed by each of any Sellers’ Designees receiving Stock from Purchaser at Closing; (j) change of operator forms executed by Purchaser and West Star Operating suitable for evidencing transfer of operatorship from West Star Operating to Purchaser with the applicable Governmental Authority (to be held by Seller until transfer of operatorship as contemplated under Section 7.9); (k) the Water Supply Agreement in the form attached hereto as Exhibit E, duly executed by Sellers; and (kl) deliveries of such other documents and instruments as may Purchaser shall reasonably request, which instruments and documents shall be reasonably requested satisfactory in form and satisfactory substance to Purchaser Sellers and its counsel in connection with Seller's satisfaction of each of its obligations hereundercounsel.

Seller’s Closing Deliveries. Seller shall have delivered to Purchaser On or before the following at Closing: day that is one (a1) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending business day prior to the Closing Date; Date (or such other date specified in this Section), Seller shall deliver to Escrow Holder the following: (a) one (1) duly executed and notarized original ofthe grant deed (the "Deed") in the form ofExhibit "C" attached hereto, with restrictions and reservations, ifany, that Buyer and Seller have agreed upon in writing to include in the Deed prior to the Inspection Deadline, (b) four (4) duly executed original counterparts ofthe quitclaim xxxx ofsale (the "Xxxx of Sale") in the form ofExhibit "D" attached hereto, (c) four (4) duly executed original counterparts ofthe assignment ofleases and contracts (the " ssignment of Leases and Contracts") in the form of Exhibit "E" attached hereto, (d) four (4) duly executed original counterparts ofthe general assignment (the "General Assignment") in the form of Exhibit "F" attached hereto, (e) by the date specified in Section 4.1, four (4) duly executed original counterparts of the DDA, (f) by the date specified in Section 4.2, four (4) duly executed original counterparts of the Lease Assignment Agreement, (g) a certificate signed by the date specified in Section 4.3, two (2) original counterparts of the Angels Commitment Agreement duly executed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion one (1) duly executed original certificate of Jamex X. Xxxxnon-foreign status on Escrow Holder's customary form (as reasonably revised by Seller) and the California Form 593-C, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed one (1) closing statement ("Closing Statement") executed or initialed by Seller's presidentSeller reflecting the Purchase Price and the adjustments and prorations required hereunder, dated G) evidence reasonably satisfactory to the Closing DateTitle Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and and (k) such other additional documents and instruments as may be reasonably requested and satisfactory required by the Title Company in order to Purchaser and its counsel consummate the transactions hereunder (provided the same do not increase in connection with Seller's satisfaction of each of its any material respect the costs to, or li_ability or obligations hereunderof, Seller in a manner not otherwise provided for herein).

Seller’s Closing Deliveries. At Closing, Seller shall have delivered deliver to Purchaser Buyer the following at Closingfollowing: (a) A certificate executed by an officer of the AssignmentCompany certifying that the conditions set forth in Section 6.1(a), the Bill xx Sale (b) and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser(c) have been satisfied; (b) copies Copies of the Records which Purchaser may reasonably requestresolutions duly adopted by the Board of Directors and sole stockholder of the Company authorizing and approving the Transaction; (c) All certificates for the Shares, duly endorsed for transfer or accompanied by a certified copy duly executed stock power or other appropriate instrument of Resolutions of the Board of Directors of Seller authorizing the execution, delivery assignment and performance of this Agreementtransfer; (d) a certificate The written resignation, effective as of good standing the Closing, of Seller from each director and officer of the Secretary of State of GeorgiaCompany listed on Schedule 9.1(d); (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfactionThe Payoff Letters; (f) a list A certificate of good standing with respect to the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each Company as of the last NRTC billing period ending prior most recent date practicable from Secretary of State of New York; (g) A certificate of an officer of the Company setting forth in sufficient detail the Selling Expenses to the extent unpaid at the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form The Riconda Employment Agreement executed by Seller and substance reasonably acceptable to PurchaserBuyer; (i) a certificate The New NJ Lease and the New NY Lease, each signed and acknowledged by Seller's presidentSeller or his designee, dated as Landlord, the Closing DateCompany as Tenant, regarding the transfer of Seller's account at Huntington Bankand Buyer and QSGI as joint and several Guarantors; (j) a Noncompetition Any and all consents and approvals of any Person or Governmental Authority, lender, lessor, third-party, or other party required in connection with the consummation of the Transaction; (k) [Intentionally Omitted]; (l) The Lockup Agreement; (m) The Registration Rights Agreement; (n) The Pledge Agreement; (o) The Security Agreement; (p) The Subordination Agreement with and the Intercreditor Agreement; (q) The Escrow Agreement; (r) Opinion of counsel for Seller in substantially in the form attached hereto as Schedule 8.9of Exhibit N; (s) The original corporate record books for the Company; and (kt) such Each other documents and instruments document required to be delivered to Buyer pursuant to this Agreement. Any document to be delivered to Buyer pursuant to this Section 9.1, the form of which is not attached to this Agreement as may an exhibit, shall be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderBuyer.

Seller’s Closing Deliveries. At the Closing, the Seller shall have deliver or cause to be delivered to Purchaser the Buyer the following at Closingdocuments: (a1) a certificate of the president of the Seller confirming that all of the Seller's representations and warranties contained in this Agreement are true and correct in all material respects as of the Closing Date (or in the event that such representations and warranties speak of an earlier date, then such date); (2) the Assignmentinstruments described in Section 2.1(4), including a general conveyance or xxxx of sale in respect of the Bill xx Sale and other instruments of transfer to effectively assignassignment, conveyance, transfer and convey good delivery of the Purchased Assets to the Buyer in form reasonably satisfactory to the Buyer; (3) a certificate of incumbency of the Secretary or other officer of the Seller; (4) evidence in form satisfactory to the Buyer, acting reasonably, that all of the Consents and marketable title Approvals required on behalf of the Seller, if any, have been obtained and that the Notices required on behalf of the Seller, if any, have been delivered; (5) evidence of compliance by the Seller with all of the provisions of the "bulk sales", "bulk transfer" or similar laws of any jurisdiction, if applicable; (6) the Closing Agreements duly executed by the Seller; (7) an opinion of the Seller's Lawyers concerning the Seller addressed to the Buyer and the Buyer's Lawyers; and (8) all such other assurances, consents, agreements, documents and instruments relating to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other documents and instruments as may be reasonably requested and satisfactory required by the Buyer to Purchaser and its counsel complete the transactions provided for in connection with Seller's satisfaction this Agreement; provided that the Seller covenants that it will deliver to the Buyer a deed of each assignment relating to the Purchased Assets located in the United Kingdom within 5 Business Days of its obligations hereunderthe Closing, which deed of assignment will be effective as of the Effective Time.

Seller’s Closing Deliveries. Seller shall have delivered to Purchaser On or before the following at Closing: day that is one (a1) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending business day prior to the Closing Date; Date (or such other date specified in this Section), Seller shall deliver to Escrow Holder the following: (a) one (1) duly executed and notarized original of the grant deed (the “Deed”) in the form of Exhibit “C” attached hereto, (b) four (4) duly executed original counterparts of the quitclaim xxxx of sale (the “Xxxx of Sale”) in the form of Exhibit “D” attached hereto, (c) four (4) duly executed original counterparts of the assignment of leases and contracts (the “Assignment of Leases and Contracts”) in the form of Exhibit “E” attached hereto, (d) four (4) duly executed original counterparts of the general assignment (the “General Assignment”) in the form of Exhibit “F” attached hereto, (e) by the date specified in Section 4.1, four (4) duly executed original counterparts of the DDA, (f) by the date specified in Section 4.2, four (4) duly executed original counterparts of the Lease Assignment Agreement and two (2) duly executed original counterparts of the Mutual Release, (g) a certificate signed by the date specified in Section 4.3, two (2) original counterparts of the Angels Commitment Agreement duly executed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion one‌ (1) duly executed original certificate of Jamex X. Xxxxnon-foreign status on Escrow Holder’s customary form (as reasonably revised by Seller) and the California Form 593, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed one (1) closing statement (“Closing Statement”) executed or initialed by Seller's presidentSeller reflecting the Purchase Price and the adjustments and prorations required hereunder, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition evidence reasonably satisfactory to the Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement with Seller substantially in and the form attached hereto as Schedule 8.9; and documents required to be delivered hereunder, and (k) such other additional documents and instruments as may be reasonably requested and satisfactory required by the Title Company in order to Purchaser and its counsel consummate the transactions hereunder (provided the same do not increase in connection with Seller's satisfaction of each of its any material respect the costs to, or liability or obligations hereunderof, Seller in a manner not otherwise provided for herein).

Seller’s Closing Deliveries. Seller The Sellers shall have delivered deliver (or cause to Purchaser the following at Closingbe delivered) to Purchaser: (ai) with respect to the AssignmentAssigned CDO Agreements, one or more Assignment and Assumption Agreements, in a customary form mutually agreeable to the Bill xx Sale parties hereto (the “Assignment and Assumption Agreements”), and such other bills of sale, assignment and other instruments of as may be reasonably requested by Purchaser to assign and transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory Assigned CDO Agreements to Purchaser; (bii) copies a counterpart executed by GLS of a letter agreement terminating, effective as of the Records which Purchaser may reasonably requestClosing Date, the Sub-Special Servicing Agreement, in substantially the form attached as Exhibit A (the “Sub-Special Servicing Termination Letter”); (ciii) counterparts executed by each CDO Issuer (each, a “CDO Issuer Consent”) of (A) the applicable Assignment and Assumption Agreement and (B) each Amended and Restated CMA, in substantially the form attached as Exhibit B, except for any changes requested by any CDO Issuer and reasonably acceptable to the other parties thereto (each, an “Amended and Restated CMA”); (iv) with respect to each CDO Issuer, (A) a certified copy of Resolutions written instrument executed by a Majority of the Board Controlling Class consenting to the transactions contemplated by the applicable Assignment and Assumption Agreement, in the form satisfactory to the applicable Trustee, and (B) either (x) one or more executed written instruments by a Majority of Directors the Controlling Class consenting to the execution and delivery of Seller authorizing each Supplemental Indenture by the parties thereto, in the form satisfactory to the applicable Trustee, which instruments shall be in full force and effect, or (y) evidence that notice of the applicable Supplemental Indenture as is provided for in each CDO Indenture has been given to a Majority of the Controlling Class, and that a Majority of the Controlling Class has not objected in writing or electronically via DTC to such Supplemental Indenture during the applicable notice period specified in the applicable CDO Indenture (each, a “Controlling Class Consent”); (v) with respect to the applicable CDO Issuers, the letters listed on Schedule 1.04(a); (vi) with respect to CDO Issuer 2005, one or more written instruments executed by the Holders of the Preferred Shares (as defined under the CDO Indentures) consenting to the execution and delivery of the applicable Supplemental Indenture; (vii) with respect to each CDO Issuer, a confirmation by each Rating Agency in writing (including, without limitation, by press release to the extent consistent with such Rating Agency’s procedures) to the applicable CDO Issuer, the applicable Trustee, Purchaser, GKKM and GLS, generally to the effect that no withdrawal, reduction, qualification, downgrade or adverse effect with respect to any then current rating, if any, by such Rating Agency of any class of notes issued by the applicable CDO Issuer pursuant to the applicable CDO Agreements will occur as a result of (A) the execution and delivery and performance of each applicable Assignment and Assumption Agreement, (B) the execution and delivery and performance of each applicable Amended and Restated CMA, (C) the execution and delivery and performance of the applicable Supplemental Indentures, (D) the appointment by GKKM of CWCapital Asset Management LLC (“CWCAM”) as the successor special servicer under an appointment letter, the entry into an assumption agreement by CWCAM, and the execution, delivery and performance of the CWCAM Special Servicing Agreement, (E) the appointment of Purchaser as the Advancing Agent under each CDO Indenture and (F) the consummation of the other Transactions to the extent requiring Rating Agency confirmation (each, a “Rating Agency Confirmation”); provided that a failure by any Rating Agency to address such confirmation to Purchaser or any other Person shall not affect the Seller’s satisfaction of this clause so long as such confirmation is addressed to each applicable CDO Issuer and reasonably satisfactory evidence of the same is provided to Purchaser; (viii) an opinion of legal counsel to the Sellers addressing such matters relating to the Special Servicing Agreement as are required to be addressed under the Special Servicing Agreement in respect of the Sellers; (ix) an opinion of legal counsel to the Sellers addressing tax matters relating to the Supplemental Indentures or requested by any rating agency in connection with the Supplemental Indentures, in the form satisfactory to the applicable Trustee and counsel delivering the opinion referred to in Section 1.04(b)(v) and providing that such counsel may rely thereon; (x) an opinion of legal counsel to the Sellers addressing such other matters relating to the Sellers as may be required to be addressed under the CDO Agreements by the terms thereof in respect of the Sellers, except to the extent covered by the opinions in Sections 1.04(a)(viii) and (ix); (xi) an executed counterpart by the Sellers of the Escrow Agreement; (dxii) a certificate executed counterparts by GKKM, GLS, GIT and Gramercy Capital Corp. of good standing an agreement among GKKM, GLS, Green Loan Services LLC, SX Xxxxx Operating Partnership L.P., GIT and Gramercy Capital Corp. effecting the termination of Seller from the Secretary Green Special Servicing Agreement, and the assignment by Green Loan Services LLC and SX Xxxxx Operating Partnership L.P. of State of Georgiatheir surviving rights (including, but not limited to, any workout fee relating to the 26 Broadway mortgage loan) under the Green Special Servicing Agreement to GKKM for assignment to SitusServ L.P. (“Situs” in its capacity as special servicer to the CDO Issuers) or such other entity as GKKM may designate (the “Green Termination Agreement”); (exiii) evidence satisfactory executed counterparts by GKKM, GLS and GKKL of the Servicing, Cure and Interest Advances Subordination Agreement among GKKM, GLS, GKKL, Purchaser, CWCAM and, if required by Wxxxx Fargo Bank, N.A. or reasonably required by Purchaser to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed implement conditions of the financing provided by Wxxxx Fargo Bank, N.A. for servicing and other advances, Wxxxx Fargo Bank, N.A., relating to Purchaser's satisfactionthe reimbursement and repayment of servicing and other advances under the CDO Indentures, the CDO Issuers’ primary servicing agreements, the CWCAM Special Servicing Agreement, the Special Servicing Agreement and the Sub-Special Servicing Agreement, in substantially the form of Exhibit L, except for any changes required by Wxxxx Fargo Bank, N.A. and reasonably acceptable to the other parties thereto (the “Servicing Subordination Agreement”); (fxiv) a list notice executed by GKKL pursuant to which GKKL resigns, and executed counterparts by each CDO Issuer and CDO Co-Issuer of a letter agreement pursuant to which Purchaser is appointed, as the Advancing Agent under each of the Accounts Receivable from all Customers CDO Indentures (Reports 18A the “Advancing Agent Appointment Letter”); (xv) (A) with respect to CDO Issuer 2007, evidence that (x) such notice as is provided for in each applicable CDO Indenture has been given by the Sellers to each Hedge Counterparty of the agreement of the parties hereto to execute and 19Adeliver each Supplemental Indenture, and (y) no Hedge Counterparty has objected in writing or electronically via DTC to such execution and delivery during the period contemplated by the applicable CDO Indenture, (B) with respect to CDO Issuer 2005 and CDO Issuer 2006, an executed consent by each Hedge Counterparty to the applicable Supplemental Indenture and (C) with respect to each CDO Issuer, a consent executed by each Hedge Counterparty to the applicable Amended and Restated CMA (the consents described in (B) and (C), collectively, the “Hedge Counterparty Consents”); (xvi) with respect to each CDO Issuer, a list written instrument executed by the Majority of the Unearned Revenue Preferred Shares (Report 17)as defined under the CDO Indentures) approving the appointment of Purchaser as the Advancing Agent under each CDO Indenture; (xvii) a copy of each Situs Special Servicing Termination Letter; (xviii) a copy of a schedule showing all disposition activities taken since November 19, 2012 by or on behalf of any of the Sellers or their Affiliates with respect to any REO Property or CDO Issuer Asset held by any of the Sellers or their Affiliates on behalf each CDO Issuer as of the last NRTC billing period ending such date; (xix) a copy of a schedule showing all special servicing fees, liquidation fees, workout fees related thereto received by any Seller or their Affiliates after November 19, 2012 and prior to the Closing Date; (gxx) executed counterparts by the Sellers of the documents referred to in Section 1.04(c) required to be delivered by each Seller, to be held in escrow; (xxi) a certificate signed by Seller's president, dated of the Closing Date, secretary of each Seller as to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Sellercorporate and incumbency matters, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (kxxii) such the other documents and instruments as may required to be reasonably requested and satisfactory delivered by each Seller pursuant to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunderArticle VI (Conditions Precedent).

Seller’s Closing Deliveries. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 7.3, Seller shall have is delivering or causing to be delivered to Purchaser the following at Closingfollowing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies Conveyances of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller Assets substantially in the form attached hereto as Schedule 8.9Exhibit B (the “Conveyances”), duly executed by Seller, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (b) the executed Black Land Lease; (c) the executed Black Land Settlement Agreement; (d) the executed Escrow Agreement; (e) a recordable release of the Deed of Trust, insofar and only insofar as it affects the Assets; (f) the executed Assignment of Overriding Royalty Interest whereby the Royal Bank of Canada conveys all of its right, title and interest in and to the RBC ORI to Seller, insofar and only insofar as the RBC ORI affects the Assets, with such assignment made effective one day prior to the Closing; (g) the executed Assignment of Overriding Royalty Interest whereby Seller conveys all of its right, title and interest in and to the RBC ORI to Purchaser, insofar and only insofar as it affects the Assets; (h) deliveries of such other instruments as Purchaser shall reasonably request, which instruments and documents shall be reasonably satisfactory in form and substance to Seller and its counsel; and (ki) such other documents and instruments a Certificate of Non-Foreign Status in the form attached hereto as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.Exhibit F.

Seller’s Closing Deliveries. Seller At the Closing, the Sellers or Sellers' Representative shall deliver to Buyer, or Buyer shall have delivered to Purchaser received, the following at Closingfollowing: (ai) evidence of the termination of the Lincap Management Agreement; (ii) evidence that all Stock Options have been terminated, that payments due in settlement thereof have been made out of the Purchase Price paid at Closing, and that all Company stock option plans have been terminated, in each case without any post-Closing cost or liability to the Company, Buyer or its Affiliates; (iii) all certificates for Shares, duly endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and transfer reasonably satisfactory to Buyer; (iv) written resignations, effective as of the Closing, of each director of the Company; (v) evidence that all transaction bonuses enumerated on Schedule 2.2(b) have been paid out of the Purchase Price paid at Closing; (vi) evidence that the Company has redeemed, repurchased, retired or otherwise repaid all Indebtedness outstanding as of the Closing Date, and obtained payoff letters provided by the lenders or other holders of Indebtedness to the Company in connection with the repayment of all Indebtedness outstanding as of the Closing Date and any necessary UCC termination statements or other releases as may be required to evidence satisfaction of the Indebtedness. (vii) the AssignmentCertificate of Incorporation and Code of Regulations of the Company certified as of the most recent practicable date by the Secretary of the State of Ohio; (viii) a certificate of the Secretary of the State of Ohio as to the good standing of the Company as of the most recent practicable date of the Company; (ix) original corporate record books and stock record books of the Company; (x) unaudited monthly financial statements of the Company for January, 2003; (xi) an employment agreement substantially in the form set forth in Exhibit A entered into between the Company and Executive; and (xii) Buyer shall have received each other document required to be delivered to Buyer pursuant to this Agreement. Any agreement or document to be delivered to Buyer pursuant to this Section 6.1, the Bill xx Sale and other instruments form of transfer which is not attached to effectively assignthis Agreement as an Exhibit, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, be in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, XxBuyer., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.

Seller’s Closing Deliveries. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 7.3, Seller shall have is delivering or causing to be delivered to Purchaser the following at Closingfollowing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies Conveyances of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller Assets substantially in the form attached hereto as Schedule 8.9Exhibit B (the “Conveyances”), duly executed by Xxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (b) the executed Black Land Lease; (c) the executed Black Land Settlement Agreement; (d) the executed Escrow Agreement; (e) a recordable release of the Deed of Trust, insofar and only insofar as it affects the Assets; (f) the executed Assignment of Overriding Royalty Interest whereby the Royal Bank of Canada conveys all of its right, title and interest in and to the RBC ORI to Seller, insofar and only insofar as the RBC ORI affects the Assets, with such assignment made effective one day prior to the Closing; (g) the executed Assignment of Overriding Royalty Interest whereby Seller conveys all of its right, title and interest in and to the RBC ORI to Purchaser, insofar and only insofar as it affects the Assets; (h) deliveries of such other instruments as Purchaser shall reasonably request, which instruments and documents shall be reasonably satisfactory in form and substance to Seller and its counsel; and (ki) such other documents and instruments a Certificate of Non-Foreign Status in the form attached hereto as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.Exhibit F.