Common use of Seller’s Deliveries at Closing Clause in Contracts

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the BuyerClosing, the Sellers Parent, on behalf of Sellers, shall, or shall cause an Affiliate to, deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):Purchaser: (a) The Bill of Salestock certificates (or similar evidence) representing the Transferred Shares, duly endorsed in blank or with stock powers executed in proper form for transfer, and notarized by XeQutewith any required stock transfer stamps affixed thereto; (b) All Third Party Consents the Distribution Agreements and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumptionselling agreements contemplated thereby, duly executed by XeQuteexecuted; (c) The Sellers' Officer's Certificatesthe Licensing Agreement, duly executed on behalf of Vertex and XeQuteexecuted; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Transition Services Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transactionduly executed; (e) The the Investor Rights Agreement, duly executed; (f) the Investment Management Agreement, duly executed; (g) the resignations of the officers and directors of the Acquired Subsidiaries designated by Purchaser in writing at least thirty (30) days prior to the Closing Date; (h) the officer's certificate required pursuant to Section 7.2(d); (i) a duly executed opinion certificate of the Sellers' counsel, dated as non-foreign status (a "FIRPTA Certificate") from each of the Closing Date and addressed Sellers (or from Parent with respect to the Buyer ("Sellers' Opinion"), in form and substance as set forth any Seller) in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates manner that complies with section 1445 of the SellersCode and the Treasury Regulations promulgated thereunder; provided, however, that if a FIRPTA Certificate is unable to be furnished by a Seller (or by Parent with respect to such Seller), then each Acquired Subsidiary being sold by such Seller must provide a certificate on which each such Acquired Subsidiary certifies (in the form and manner required under section 1.1445-2(c)(3) of the Treasury Regulations) under penalties of perjury that such Acquired Subsidiary does not constitute a United States real property interest (as defined in section 897(c) of the Code and the Treasury Regulations promulgated thereunder); (j) copies (or other evidence) of all valid approvals or authorizations of, filings or registrations with, or notifications to, all Governmental Authorities required to be obtained, filed or made by Sellers in satisfaction of Section 7.1(b); (k) executed and completed copies of Internal Revenue Form 8023 as provided in Section 8.4; and (fl) Such other instrument all such additional instruments, documents and documents, certificates provided for by this Agreement or as may be reasonably requested by Purchaser in connection with the Buyer Closing of the transactions contemplated by this Agreement and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the ClosingRelated Agreements.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the BuyerClosing, the Sellers Seller shall deliver or cause the Escrow Agent to the deliver to Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill Deed, the Lease Assignment (if applicable), the Intangibles Assignment and the Xxxx of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents Notices to each of the tenants under the Leases (if applicable) notifying them of the sale of the Land and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment Improvements and Assumption, duly executed by XeQutedirecting them to pay future rent to Buyer; (c) The Sellers' Officer's CertificatesExclusive possession of the Property, duly executed on behalf of Vertex and XeQutesubject to the Leases; (d) Certified A certification executed by Seller, pursuant to and in full compliance with Section 1445 of the Internal Revenue Code and the regulations issued thereunder, declaring that Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code and Income Tax Regulations. Seller understands that such certificate may be made available to the Internal Revenue Service. (e) Pursuant to Section 1521 of the Tax Reform Act of 1986, the information required to be provided to the closing agent to complete 1099 reporting to the Internal Revenue Service; (f) Original copies of any resolutions required Leases or any Service Contracts being assumed by Buyer; (g) Keys to duly authorize all locks on the Property in the possession of Seller or its agents; and (h) Such evidence as may be reasonably requested by Escrow Agent evidencing the status and approve the Contemplated Transaction capacity of Seller and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all authority of the other persons who are executing the various closing documents to be executed and performed by the Sellers on behalf of Seller in connection with the Contemplated Transaction; (e) The Agreement. All agreements and instruments to be delivered to Buyer shall have been duly executed opinion and, where appropriate, acknowledged by the parties thereto. The foregoing is intended as a summary of the Sellers' counsel, dated as of items to be delivered at the Closing Date and addressed shall not be construed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to limit or waive any obligations of Seller under this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the ClosingAgreement.

Seller’s Deliveries at Closing. At On the Closing Date the Seller shall execute and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents or cause to be executed and performed by delivered to the Sellers Buyer: (a) the Xxxx of Sale substantially in connection with the Contemplated Transaction; form set forth in Exhibit 1.4(a) hereto; (b) an Assignment and Assumption Agreement substantially in the form set forth in Exhibit 1.4(b) hereto; (c) an Assignment of Patents substantially in the form set forth in Exhibit 1.4(c) hereto; (d) an Assignment of Trademarks substantially in the form set forth in Exhibit 1.4(d) attached hereto; (e) The duly executed opinion a Disclaimer of Ownership substantially in the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in Exhibit 1.4(e) executed by such parties as Buyer requests; (f) a Statement of Disclosure substantially in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates Exhibit 1.4(f); and (g) any other instruments of governmental officials conveyance and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, assignment as the parties and their respective counsel shall deem reasonably necessary to vest in Buyer the sole right, title and interest in and to the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated TransactionAcquired Assets set forth herein, including without limitation evidence the written consents and confirmations set forth in Section 4.1. The Xxxx of Sale, the Sellers having taken all steps required Assignment and Assumption Agreement, the Assignment of Patents, and the Assignment of Trademarks, as executed and delivered by the Seller are herein collectively referred to as the “Seller Transaction Documents.” All tangible assets included in the Acquired Assets shall be taken delivered by them prior Seller to Buyer to one or at more locations specified by the Buyer and title and risk of loss shall pass to Buyer on the Closing under Article VI and Article VII hereof, including evidence Date. Seller shall provide Buyer with reasonable assistance in arranging for the shipment of having obtained directors and officers liability insurance with tangible Acquired Assets to one or more locations specified by the coverage described therein and paid the premium for same at the ClosingBuyer.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the BuyerClosing, the Sellers Seller shall deliver or cause to the be delivered to Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer following (collectively, "Sellers' Closing the “Transaction Documents"”): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counselA Certificate, dated as of the Closing Date and addressed signed by Seller to the effect that (i) all representations and warranties of Seller contained in this Agreement, the Xxxx of Sale, the Transaction Documents, or in any exhibit, schedule, certificate or other document delivered pursuant hereto, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of that date, and (ii) all of the terms, covenants and conditions to be complied with and performed by the Seller on or prior to the Closing Date shall have been complied with or performed in all material respects; (b) Copies of the Licenses, together with a copy of the FCC’s consent to assignment of the Licenses to Buyer or its assignee as contemplated by this Agreement ("Sellers' Opinion"the “FCC Consent”), in form and substance as set forth in the form annexed to this Agreement as Exhibit C all other files, records and subject correspondence pertaining to the standard exceptions set forth Licenses or the Stations in Sellers' Opinion. In rendering Sellers' OpinionSeller’s possession; (c) Written evidence reasonably satisfactory to Buyer of the transfer of title to the Licenses and the other Station Assets, provided, however, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates parties are in agreement that Seller is under no obligation to obtain approval of the Sellersassignments of the Univision Affiliation Agreement dated March 30, 2007, by and between Seller and Univision Network Limited Partnership, and the Telefutura Affiliation Agreement dated March 30, 2007 by and between Seller and Telefutura to Buyer; and (fd) Such A Xxxx of Sale, and other instrument and documents, such documents or instruments as Buyer may reasonably request to carry out the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transactiontransaction contemplated by this Agreement, including without limitation evidence but not limited to documents evidencing assignment of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI leases, contracts and Article VII hereofLicenses, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingif so required, except as otherwise provided herein.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the BuyerClosing, the Sellers Seller shall deliver or cause to the be delivered to Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer following (collectively, "Sellers' Closing the “Transaction Documents"”): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counselA Certificate, dated as of the Closing Date and addressed signed by Seller to the effect that (i) all representations and warranties of Seller contained in this Agreement, the Xxxx of Sale, the Transaction Documents, or in any exhibit, schedule, certificate or other document delivered pursuant hereto, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of that date, and (ii) all of the terms, covenants and conditions to be complied with and performed by the Seller on or prior to the Closing Date shall have been complied with or performed in all material respects; (b) Copies of the Licenses, together with a copy of the FCC’s consent to assignment of the Licenses to Buyer or its assignee as contemplated by this Agreement ("Sellers' Opinion"the “FCC Consent”), in form and substance as set forth in the form annexed to this Agreement as Exhibit C all other files, records and subject correspondence pertaining to the standard exceptions set forth Licenses or the Station in Sellers' Opinion. In rendering Sellers' OpinionSeller’s possession; (c) Written evidence reasonably satisfactory to Buyer of the transfer of title to the Licenses and the other Station Assets, provided, however, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates parties are in agreement that Seller is under no obligation to obtain approval of the Sellersassignment of the Univision Affiliation Agreement dated March 30, 2007, by and between Seller and Univision Network Limited Partnership, to Buyer; and (fd) Such A Xxxx of Sale, and other instrument and documents, such documents or instruments as Buyer may reasonably request to carry out the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transactiontransaction contemplated by this Agreement, including without limitation evidence but not limited to documents evidencing assignment of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI leases, contracts and Article VII hereofLicenses, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingif so required, except as otherwise provided herein.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Closing, Seller will deliver or cause to be delivered to Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill A Xxxx of Sale, duly executed Sale in the form attached as Exhibit A-1 and notarized by XeQute;Assignment and Assumption Agreement in the form attached as Exhibit A-2; 22624125-v3 (b) All Third Party Consents and A Manager Certificate in the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, form attached as Exhibit B duly executed by XeQute; (c) The Sellers' Officer's Certificates, a duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all authorized Manager of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counselCompany, dated as of the Closing Date Date, certifying to the (i) organizational documents of the Seller (including the current limited liability company agreement and addressed all amendments thereto), (ii) a certificate of good standing of the Seller issued by the Secretary of State of its organization within ten (10) days prior to the Closing Date, including a certified certificate of incorporation or comparable organizational document of Seller, (iii) the resolutions adopted by all of the manager(s) and members of the Seller authorizing Seller’s execution of this Agreement and the transactions contemplated hereby, and (iv) the incumbency of the manager of Seller executing this Agreement and the other transaction documents contemplated hereby by or on behalf of the Seller; (c) Non-Disclosure and Non-Compete Agreements executed by Seller, Principals, and any non-Principal owners of Seller, in the form attached as Exhibit C; (d) An Assignment of Intangible Assets and Intellectual Property Agreement executed by Seller in the form attached as Exhibit D (the “IP Assignment”); (e) A countersigned copy of the employment agreements between Buyer and each of the Principals, respectively, in the forms attached hereto as Exhibit E-1, E-2, and E-3 (collectively, the “Employment Agreements”); (f) a Form W-9 duly executed by Seller; (g) a clearance certificate or similar document(s) with respect to the relevant state and local tax jurisdictions in which the Seller is conducting the Business or holding any Assets; (h) an executed payoff letter in a form as is acceptable to the Buyer in its reasonable discretion for all Indebtedness ("Sellers' Opinion"other than Assumed Indebtedness and for the PPP Loan, but including the EIDL Loan), which include a per diem interest amount and an authorization (upon payment of such Indebtedness) to file all UCC termination statements and releases necessary to evidence satisfaction and termination of such Indebtedness and to enable the release of any Liens relating thereto, along with wire transfer instructions for each holder of such Indebtedness; (i) a counterpart to the Funds Flow executed by Seller and Principals; (j) Intentionally omitted; 22624125-v3 (k) Intentionally omitted; (l) An executed Escrow Agreement executed by Seller and Escrow Agent; (m) A final copy of the Working Capital Example; (n) Executed copies of all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person listed in Schedule 3.10(c), including without limitation the consent of the landlord under any Lease, which consent shall be obtained at Seller’s sole cost and expense; (o) The Estimated Closing Statement; (p) A copy of the fully executed PPP Loan Escrow Agreement by Seller and PPP Lender, and evidence reasonably satisfactory to Buyer that the escrow account for the PPP Loan is fully funded as required under SBA guidance and the PPP Lender has consented to the transactions contemplated by this Agreement; (q) a non-foreign affidavit dated as of the Closing Date from the Seller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” as set forth defined in Section 1445 of the form annexed to this Agreement as Exhibit C and subject Code (a “FIRPTA Certificate”); (r) The Financial Statements, to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellersextent not already provided; and (fs) Such other instrument documents and documentsinstruments as may be reasonably requested to effect the transactions contemplated hereby. Simultaneously with such deliveries, Seller shall use commercially reasonable efforts to take such steps as the are necessary to put Buyer in actual possession and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence control of the Sellers having taken all steps required to be taken by them prior to or Assets at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

Seller’s Deliveries at Closing. At Closing, the Closing Seller shall deliver to, and unless otherwise waived the Purchaser’s obligations hereunder shall be subject to receipt by, Escrow Agent of each of the following for recordation, filing or delivery to the Purchaser, as applicable, upon Closing, the following with respect to Units owned by such the Seller: (i) a special or limited warranty deed (or local equivalent) with respect to each Unit, in writing the applicable form customarily used in the state in which such Unit is located as attached hereto as Exhibit H (each, a “Deed”), duly executed and acknowledged by the BuyerSeller, the Sellers shall deliver subject to any and all matters of record to the Buyer extent the followingsame are valid and affect the Units, each which Deed, upon proper recording by the Purchaser, shall be sufficient to convey title to Purchaser in accordance with the requirements of Section 4(C). The Purchaser and the Seller agree that a Deed may describe multiple Properties if multiple Properties being conveyed are located in the same county; (ii) a Xxxx of Sale and General Assignment, in the form attached hereto as Exhibit B (the “Xxxx of Sale”) duly executed by the Seller for the conveyance of all Personal Property owned by the Seller in the Property, if any; (iii) an Assignment and Assumption of Leases, in the form attached hereto as Exhibit C (the “Assignment of Leases”) duly executed by the Seller with respect to the Leases affecting the Units; (iv) a notice to all tenants of the Property in the form attached hereto as Exhibit D (“Tenant Notice Letter”) duly executed by the Seller, duplicate copies of which shall be in a form reasonably acceptable sent by Seller promptly after Closing to each tenant under the Leases (which obligation shall survive the Closing of the Transaction); (v) possession of the Property, subject to the Buyer (collectively, "Sellers' Closing Documents"):rights of any tenants under any Leases; (avi) The Bill a “non-foreign” certificate in the form attached hereto as Exhibit E (the “Non-Foreign Affidavit”) duly executed by the Seller in accordance with the Internal Revenue Code; (vii) a settlement statement setting forth the Purchase Price, the closing adjustments and prorations and the application thereof at the Closing (the “Settlement Statement”), duly executed by the Seller; (viii) documentation satisfactory to the Title Company to establish the due authorization of SaleSeller’s sale of the Property and the authority of the signatory to this Agreement and the documents delivered by Seller pursuant to this Section 7(A) to execute the same on behalf of Seller, and such other evidence of the authority and capacity of the Seller and its representatives as the Title Company may reasonably require; (ix) any additional instruments, duly executed and notarized appropriately acknowledged by XeQutethe Seller, as may be necessary for the Seller to have complied with the terms of this Agreement; (bx) All Third Party Consents one or more owner’s affidavits or affidavits regarding debts and liens, as applicable in the states in which each Unit is located, as may be reasonably required by the Title Company, sufficient for the Title Company to delete any exceptions for parties in possession (other than tenants under the Leases, as tenants only) and mechanics’ or materialmen’s liens from any Purchaser’s Title Policy, other than Permitted Exceptions or Monetary Liens (provided that any such Monetary Liens are also Removed in accordance with Section 4(B)); (xi) to the extent applicable, all transfer tax returns which are required by law and the release regulations issued pursuant thereto in connection with the payment of all Liens on state or local real property transfer taxes that are payable or arise as a result of the Assets consummation of the transactions contemplated by this Agreement, in each case, as prepared by the Lien Holders, together Seller or the Title Company; (xii) a termination of any existing property management agreement with respect to the Instruments of Assignment and AssumptionReal Property, duly executed by XeQuteall parties to the existing property management agreement; (cxiii) The Sellers' Officer's Certificatesto the extent applicable, an original 1099-S Certification duly executed on behalf of Vertex and XeQuteby the Seller; (dxiv) Certified copies of any resolutions such other state-specific deliverables agreed to by Purchaser and Seller prior to the Closing Date or as otherwise required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of by applicable law; and (xv) a certificate stating that all of the other documents to be executed Seller's representations and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated warranties contained herein are true and correct as of the Closing Date or identifying any changes to such representations and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingwarranties.

Seller’s Deliveries at Closing. At Closing each Seller Entity shall deliver to, and Purchaser’s obligations hereunder shall be subject to receipt by, Escrow Agent of each of the Closing following for recordation, filing or delivery to Purchaser, as applicable, upon Closing, the following with respect to Properties owned by such Seller: (i) a special or limited warranty deed (or local equivalent) with respect to each Property, in the form customarily used in each market (each, a “Deed”) duly executed and unless otherwise waived in writing acknowledged by the BuyerSeller Entity owning such Property, the Sellers shall deliver subject to the Buyer Permitted Exceptions. Purchaser and Seller agree that a Deed may describe multiple Properties owned by the followingrelated Seller Entity if multiple Properties being conveyed are located in the same county and are being conveyed by the same Seller Entity; (ii) a Xxxx of Sale and General Assignment, in the form attached hereto as Exhibit C (the “Xxxx of Sale”) duly executed by each Seller Entity for the conveyance of which shall be the personal property owned by such Seller Entity in a the Property, if any; (iii) an Assignment and Assumption of Leases, in the form reasonably acceptable attached hereto as Exhibit D (the “Assignment of Leases”) duly executed by each Seller Entity with respect to the Buyer (collectively, "Sellers' Closing Documents"):Leases affecting the Properties owned by such Seller Entity; (aiv) The Bill a notice to all tenants of Salethe Property in the form attached hereto as Exhibit E (“Tenant Notice Letter”) duly executed by Seller; (v) possession of the Property, subject to the rights of any tenants under any Leases; (vi) a “non-foreign” certificate in the form attached hereto as Exhibit F (the “Non-Foreign Affidavit”) duly executed by Seller (or a certificate of disregarded entity, as applicable); (vii) a settlement statement (the “Settlement Statement”), duly executed by Seller; (viii) such other evidence of the authority and capacity of each Seller Entity and its representatives as the Title Company may reasonably require; (ix) any additional instruments, duly executed and notarized appropriately acknowledged by XeQuteSeller, as may be necessary for Seller to have complied with the terms of this Agreement; (bx) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Property Management Services Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Effective Date, by and between Conrex Property Manager and the Purchaser, attached hereto as Exhibit H (the “Property Management Agreement”) executed by Conrex Property Manager, and terminations, effective as of the Closing Date, of all property management agreements with the other Property Managers, together with receipts or other written evidence satisfactory to Purchaser that all fees and expenses accrued and/or due to the Property Managers as of the Closing Date and addressed to have been paid in full by the Buyer Seller; and ("Sellers' Opinion"), xi) a customary title affidavit from each Seller Entity in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject acceptable to the Title Company to issue each standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingform Purchaser’s Title Policy.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the BuyerClosing, the Sellers Seller shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill of Sale, duly executed and notarized by XeQuteWarrant; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQuteThe General Assignment; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQutePatent Assignment; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated TransactionThe Trademark Assignment; (e) The duly executed opinion Copyright Assignment; (f) The Third Party IP Licensor Consent and Waiver; (g) The Landlord Consent and Waiver; (h) The Noncompetition Agreement; (i) All material consents and approvals by third-parties to the assignment of the Sellers' counselapplicable Purchased Contracts, dated including those set forth on Schedule 3.19, all on terms and conditions no less favorable to Seller than those in existence as of the Closing Date date hereof; (j) All material authorizations and addressed approvals received and other Governmental Permits received in connection with the transfer of the Subject Business and the Purchased Assets to Buyer and the consummation of the transactions contemplated hereby; (k) Releases of all Liens affecting or applicable to the Buyer Subject Business or any of the Purchased Assets; ("Sellers' Opinion")l) Possession of all of the Purchased Assets; (m) Certified copies of the Certificate of Incorporation and By-laws of Seller and the resolutions of Seller’s board of directors authorizing the execution, in form delivery and substance as set forth in the form annexed to performance of this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' OpinionAgreement, the Sellers' counsel may rely upon certificates of governmental officials Warrant and may place reasonable reliance upon certificates the other Transaction Documents and approving the consummation of the Sellerstransactions contemplated hereby and thereby; (n) Certificate of the Secretary of State of Delaware stating that Seller is in good standing; and (fo) Such other instrument and documents, documents or instruments as Buyer may reasonably request to effect the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingtransactions contemplated hereby.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the BuyerClosing, the Sellers Seller shall deliver or cause to the be delivered to Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer following (collectively, "Sellers' Closing the “Transaction Documents"”): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counselA Certificate, dated as of the Closing Date and addressed signed by Seller to the effect that (i) all representations and warranties of Seller contained in this Agreement, the Bxxx of Sale, the Transaction Documents, or in any exhibit, schedule, certificate or other document delivered pursuant hereto, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of that date, and (ii) all of the terms, covenants and conditions to be complied with and performed by the Seller on or prior to the Closing Date shall have been complied with or performed in all material respects; (b) Copies of the Licenses, together with a copy of the FCC’s consent to assignment of the Licenses to Buyer or its assignee as contemplated by this Agreement ("Sellers' Opinion"the “FCC Consent”), in form and substance as set forth in the form annexed to this Agreement as Exhibit C all other files, records and subject correspondence pertaining to the standard exceptions set forth Licenses or the Stations in Sellers' Opinion. In rendering Sellers' OpinionSeller’s possession; (c) Written evidence reasonably satisfactory to Buyer of the transfer of title to the Licenses and the other Station Assets, provided, however, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates parties are in agreement that Seller is under no obligation to obtain approval of the Sellersassignment of the Univision Affiliation Agreement dated March 30, 2007, by and between Seller and Univision Network Limited Partnership, to Buyer; and (fd) Such A Bxxx of Sale, and other instrument and documents, such documents or instruments as Buyer may reasonably request to carry out the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transactiontransaction contemplated by this Agreement, including without limitation evidence but not limited to documents evidencing assignment of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI leases, contracts and Article VII hereofLicenses, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingif so required, except as otherwise provided herein.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Closing, Seller shall deliver, or cause to be delivered, to Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):following items: (a) The Bill a Xxxx of Sale, duly executed and notarized by XeQuteSale in the form of Exhibit 3.2(a) attached hereto; (b) All Third Party Consents and Assignment of Leases in the release form of all Liens on Exhibit 3.2(b) attached hereto as to each of the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQuteAcquired Real Property Leases; (c) The Sellers' Officer's Certificates, duly executed on behalf Assignments of Vertex and XeQuteIntellectual Property in the forms of Exhibit 3.2(d) attached hereto; (d) Certified copies Assignment and Assumption Agreement in the form of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated TransactionExhibit 3.2(e) attached hereto; (e) The for each interest in the Acquired Owned Real Property a special warranty deed form or such other appropriate document or instrument of transfer, as the case may require, each in form and substance reasonably satisfactory to Buyer and Seller and duly executed opinion by Seller; (f) such other deeds, bills of the Sellers' counselsale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance reasonably satisfactory to Buyer and duly executed by Seller; (g) a certificate, dated as of the Closing Date and addressed to signed by the Buyer ("Sellers' Opinion")Chief Executive Officer of Seller, in corporate capacity, stating that all conditions specified in Section 9.1 have been satisfied, which certificate shall be in form and substance as set forth in reasonably satisfactory to Buyer; (h) certified copies of the form annexed to resolutions duly adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' OpinionAgreement, the Sellers' counsel may rely upon certificates of governmental officials Related Agreements and may place reasonable reliance upon certificates any other agreement or instruments contemplated hereby or thereby, and the consummation of the Sellerstransactions contemplated herein by Seller; and (fi) Such such other instrument instruments and documents, documents as are reasonably necessary in connection with the transactions contemplated by this Agreement; (j) physical possession and control of the Acquired Assets as soon thereafter as possible; and (k) a transition services agreement in form and substance reasonably acceptable to Buyer and Seller (the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing"Transition Services Agreement").

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Closing, Seller will deliver or cause to be delivered to Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill A Xxxx of Sale, duly executed Sale in the form attached as Exhibit A-1 and notarized by XeQute;Assignment and Assumption Agreement in the form attached as Exhibit A-2; 22624124-v3 (b) All Third Party Consents and A Manager Certificate in the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, form attached as Exhibit B duly executed by XeQute; (c) The Sellers' Officer's Certificates, a duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all authorized Manager of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counselCompany, dated as of the Closing Date Date, certifying to the (i) organizational documents of the Seller (including the current limited liability company agreement and addressed all amendments thereto), (ii) a certificate of good standing of the Seller issued by the Secretary of State of its organization within ten (10) days prior to the Closing Date, including a certified certificate of incorporation or comparable organizational document of Seller, (iii) the resolutions adopted by all of the manager(s) and members of the Seller authorizing Seller’s execution of this Agreement and the transactions contemplated hereby, and (iv) the incumbency of the manager of Seller executing this Agreement and the other transaction documents contemplated hereby by or on behalf of the Seller; (c) Non-Disclosure and Non-Compete Agreements executed by Seller, Principals, and any non-Principal owners of Seller, in the form attached as Exhibit C; (d) An Assignment of Intangible Assets and Intellectual Property Agreement executed by Seller in the form attached as Exhibit D (the “IP Assignment”); (e) A countersigned copy of the employment agreements between Buyer and each of the Principals, respectively, in the forms attached hereto as Exhibit E-1, E-2, and E-3 (collectively, the “Employment Agreements”); (f) a Form W-9 duly executed by Seller; (g) a clearance certificate or similar document(s) with respect to the relevant state and local tax jurisdictions in which the Seller is conducting the Business or holding any Assets; (h) an executed payoff letter in a form as is acceptable to the Buyer in its reasonable discretion for all Indebtedness ("Sellers' Opinion"other than Assumed Indebtedness and for the PPP Loan, but including the EIDL Loan), which include a per diem interest amount and an authorization (upon payment of such Indebtedness) to file all UCC termination statements and releases necessary to evidence satisfaction and termination of such Indebtedness and to enable the release of any Liens relating thereto, along with wire transfer instructions for each holder of such Indebtedness; (i) a counterpart to the Funds Flow executed by Seller and Principals; (j) Intentionally omitted; 22624124-v3 (k) Intentionally omitted; (l) An executed Escrow Agreement executed by Seller and Escrow Agent; (m) A final copy of the Working Capital Example; (n) Executed copies of all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person listed in Schedule 3.10(c), including without limitation the consent of the landlord under any Lease, which consent shall be obtained at Seller’s sole cost and expense; (o) The Estimated Closing Statement; (p) A copy of the fully executed PPP Loan Escrow Agreement by Seller and PPP Lender, and evidence reasonably satisfactory to Buyer that the escrow account for the PPP Loan is fully funded as required under SBA guidance and the PPP Lender has consented to the transactions contemplated by this Agreement; (q) a non-foreign affidavit dated as of the Closing Date from the Seller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” as set forth defined in Section 1445 of the form annexed to this Agreement as Exhibit C and subject Code (a “FIRPTA Certificate”); (r) The Financial Statements, to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellersextent not already provided; and (fs) Such other instrument documents and documentsinstruments as may be reasonably requested to effect the transactions contemplated hereby. Simultaneously with such deliveries, Seller shall use commercially reasonable efforts to take such steps as the are necessary to put Buyer in actual possession and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence control of the Sellers having taken all steps required to be taken by them prior to or Assets at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver In addition to the other things required to be done hereby, at the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill a certificate dated the Closing Date and validly executed on behalf of Sale, duly executed Seller to the effect that the conditions set forth in Section 8.1 and notarized by XeQuteSection 8.2 have been satisfied; (b) All Third Party Consents and a copy of the release resolutions of all Liens on the Assets by the Lien Holdersboard of directors of Seller, together with the Instruments of Assignment and Assumptionor similar enabling document, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and authorizing the execution, delivery and performance hereof by Seller, and delivery a certificate of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counselits Secretary, dated as of the Closing Date Date, that such resolutions were duly adopted and are in full force and effect; (c) evidence or copies of any Consents required pursuant to Section 8.2; (d) in the case of each Transferred Subsidiary that is a stock corporation with certificated shares, stock certificates representing the Transferred Subsidiary Interests with all appropriate transfer Tax stamps affixed, duly endorsed in blank or accompanied by stock powers duly executed in blank and sufficient to transfer the Transferred Subsidiary on the books of the Transferred Subsidiaries, or, in the case of each Transferred Subsidiary that is a stock corporation, joint venture or partnership with uncertificated shares, such originals or certified copies of all documentation necessary to evidence Seller's partnership or joint venture interests in such Transferred Subsidiary; (e) in the case of each Transferred Subsidiary that is a stock corporation, the stock book, stock ledger, minute book, corporate seal and other corporate books and records of each of such Transferred Subsidiaries; (f) an opinion, addressed to Buyer and dated the Buyer ("Sellers' Opinion")Closing Date, from counsel to Seller, in substance and form reasonably satisfactory to Buyer; (g) all documents, certificates and substance as set forth in the form annexed agreements necessary to this Agreement as Exhibit C transfer to Buyer good and subject marketable title to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' OpinionAssets, free and clear of any and all Encumbrances thereon, other than Permitted Liens, including: (i) a duly executed Assignment and Assumption Agreement; (ii) assignments of all Assumed Contracts, Assigned Intellectual Property and any other agreements and instruments constituting Assets, dated the Sellers' counsel may rely upon certificates Closing Date, assigning to Buyer all of governmental officials Seller's right, title and may place reasonable reliance upon certificates interest therein and thereto, with any required Consent endorsed thereon; (iii) a general warranty deed, dated as of the SellersClosing Date, with respect to each parcel of Owned Real Property, together with any necessary transfer declarations or other filings; (iv) an assignment of lease, dated as of the Closing Date, with respect to each Assigned Lease, in such form as Buyer and Seller shall agree, together with any necessary transfer declarations or other filings; and (fv) Such other instrument and documentscertificates of title to all motor vehicles included in the Assets to be transferred to Buyer hereunder, duly endorsed for transfer to Buyer as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.Date;

Seller’s Deliveries at Closing. At the Closing Closing, Seller shall execute, acknowledge (where appropriate) and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to Purchaser through the Buyer Escrow Agent the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):following items: (a) The Bill a statutory warranty deed in the form of SaleExhibit B hereto, duly executed conveying the Real Property free and notarized by XeQuteclear of all liens, encumbrances, covenants, restrictions, conditions and adverse claims affecting title, except the Permitted Exceptions; (b) All Third Party Consents a warranty bill of saxx xnd assignment of intangible personal property in the form of Exhibit C hereto, transferring to Purchaser good and marketable title to the Personal Property and to all warranties, guaranties, licenses, permits, trade names and other intangible personal property associated with the Real Property and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQutePersonal Property; (c) The Sellers' Officeran assignment and assumption of service contracts, in the form of Exhibit D hereto, transferring to Purchaser all of Seller's Certificatesright, duly executed on behalf of Vertex title and XeQuteinterest in and to the Service Contracts; (d) Certified copies the certificate of any resolutions required to duly authorize Seller confirming that the representations and approve the Contemplated Transaction warranties of Seller set forth in Section 9 hereof are true and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction;correct; and (e) The duly executed opinion a certification as to Seller's non-foreign status that complies with the provisions of Section 1445(b)(2) of the Sellers' counselInternal Revenue Code of 1986, dated as of the Closing Date amended, and addressed any regulations promulgated thereunder. Seller shall also deliver to Purchaser, outside escrow, keys to the Buyer ("Sellers' Opinion")Building, all original assigned service contracts, plans and specifications, certificates, licenses, permits, and authorizations relating to the Property, and copies of such other records and files in form Seller's possession and substance relating to the Property as set forth in the form annexed to Purchaser may reasonably request, and any other documents required by this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken delivered by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the ClosingSeller.

Seller’s Deliveries at Closing. At Closing, each Seller will deliver or cause to be delivered to Escrow Agent, in escrow, for delivery to Purchaser after receipt of the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the followingContract Price, each of which shall be in a form reasonably acceptable the following with respect to the Buyer (collectivelyeach Property, "Sellers' Closing Documents"):duly executed by each Seller as appropriate: (a) The Bill a Bargain and Sale Deed With Covenants Against Grantor’s Acts in the form of SaleExhibit K-1 attached hereto for those Properties located in the State of New York (the “New York Deeds”), or a Bargain and Sale Deed With Covenants Against Grantor’s Acts in the form of Exhibit K-2 attached hereto for those Properties located in the State of New Jersey (the “New Jersey Deeds”) or a Unit Deed in form and substance satisfactory to the Purchaser with respect to the Seller’s interest in Unit 1 of the Pelham Condominium (the “Pelham Deed”; together with the New York Deeds and the New Jersey Deeds, collectively, the “Deeds”), provided Purchaser shall have the right to require separate deeds for those Properties in the State of New Jersey, duly executed and notarized acknowledged by XeQutethe applicable Seller, conveying the Land and Improvements to Purchaser free and clear of any liens or encumbrances except the Permitted Encumbrances; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of an Assignment and AssumptionAssumption of Leases and Security Deposits in the form of Exhibit L attached hereto assigning, duly executed by XeQutetransferring, conveying and delivering to Purchaser the entire right, title and interest of lessor or landlord under the Leases, including all security deposits and prepaid rents (“Assignment of Leases”); (c) The an Assignment and Assumption of Renovation Agreements and Service Contracts in the form of Exhibit M attached hereto assigning, transferring, conveying and delivering to Purchaser all of Sellers' Officer's Certificates’ right, duly executed on behalf title and interest in and to the Service Contracts that Purchaser has elected (or is required) to assume pursuant to the terms hereof (“Assignment of Vertex and XeQuteContracts”); (d) Certified copies an Assignment and Assumption of any resolutions required Ground Lease, in recordable form, in the form of Exhibit U attached hereto assigning, transferring, conveying and delivering to duly authorize Purchaser the entire right, title and approve interest of lessee or tenant under the Contemplated Transaction Ground Lease for the Ozone Park Property, including all security deposits and the execution, performance and delivery prepaid rents (“Assignment of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated TransactionGround Lease”); (e) The duly executed opinion of the Sellers' counselPelham Ground SubLease; (f) terminations, dated effective as of the Closing Date and addressed to (or as soon as is practical after the Buyer ("Sellers' Opinion"Closing Date), of the existing property management agreements and all Service Contracts not identified in form Purchaser’s Service Contracts Notice as being assumed by Purchaser; 22| P a g e LEGAL_US_E # 101661756.3 (g) a Xxxx of Sale and substance as set forth Assignment in the form annexed of Exhibit N attached hereto conveying to Purchaser: (i) in one instrument, all Personal Property, except for the Vehicle Property and (ii) in a separate instrument, all Personal Property solely consisting of the Vehicle Property which Sellers shall cause to be executed by an affiliate of Sellers then owning such Vehicle Property; provided however, that Sellers shall cause such affiliate of Seller to deliver a certificate of title for each vehicle and equipment comprising the Vehicle Property, solely to the extent the ownership of such vehicle or equipment is evidenced by a certificate of title and Sellers shall cause such affiliate of Sellers owning such property to duly execute (where appropriate) and deliver title and registration documentation related to all such vehicles necessary to transfer such title in such vehicles and/or equipment to Purchaser, or Purchaser’s designee, as Purchaser elects and notifies Sellers in writing no less than two (2) business days prior to the Closing; (h) copies (or executed originals, to the extent available) of all Leases to the extent in Sellers’ or its property manager’s possession or control; (i) to the extent in Sellers’ or its property manager’s possession or control copies (or originals, if available) of all licenses, permits, certificates of occupancy, authorizations, variances and governmental certificates and approvals relating to the Properties, to the extent not already delivered in the Due Diligence Items; (j) a written notification to tenants and licensees in the form of Exhibit O attached hereto advising of the change of ownership and informing tenants and licensees to make future rental payments as directed by Purchaser; (k) letters to all utility companies advising of the change of ownership; (l) such evidence as may be reasonably required by Purchaser or the Title Agent evidencing the status, good standing and capacity of each Seller and the authority of the persons executing the Deeds and other closing documents on behalf of Sellers necessary to convey title to Purchaser; (m) such affidavits, gap indemnities, lien waivers and other documents as the Title Agent may require from any of the Sellers as a condition to issuing the Title Policy subject only to the Permitted Encumbrances, in accordance with Article 5; (n) possession of the Property, together with all keys, security codes, passwords and combinations to the Properties; (o) an affidavit in the form of Exhibit P attached hereto as to Sellers’ non-foreign status as required by Section 1445(b)(2) of the Internal Revenue Code, as amended; (p) a certificate in the form of Exhibit Q attached hereto executed by a duly authorized officer of each Seller certifying that Sellers’ representations and warranties in Section 6.1 of this Agreement are true and correct in all material respects as Exhibit C and of the Closing Date, subject to Section 6.4 herein, including any updates to same; (q) Closing Statement; 23| P a g e LEGAL_US_E # 101661756.3 (r) New Jersey transfer tax form referred to as Affidavit of Consideration for Use by Sellers (“Transferor Tax”); (s) New Jersey transfer tax form referred to as Affidavit of Consideration for Use by Purchaser (“Mansion Tax”); (t) Any transfer tax returns required under any tax laws applicable to the standard exceptions set forth transactions contemplated herein for Properties located in Sellers' Opinion. In rendering Sellers' OpinionNew York State, including the City of New York and City of Yonkers (collectively, the “New York State Transfer Tax Returns”); (u) a General Assignment and Assumption Agreement in the form of Exhibit R attached hereto (“General Assignment”); (v) the Pelham SNDA (which may be delivered to the Purchaser prior to Closing); (w) the Pelham Non-Disturbance (which may be delivered to the Purchaser prior to Closing); (x) the Ozone Park Ground Lease Estoppel (which may be delivered to the Purchaser prior to Closing); (y) such other documents as each Seller has in this Agreement agreed to deliver at the Closing or that are necessary and appropriate in the consummation of this transaction. For the avoidance of doubt, in the event that Sellers' counsel may rely upon certificates ’ property manager has possession or control of governmental officials and may place reasonable reliance upon certificates any of Sellers’ deliverables, since the parties acknowledge that Purchaser shall be retaining such property manager after the Closing, Sellers shall not be required to deliver such item to Purchaser. The parties acknowledge that multiple versions of the Sellers; and forms referenced above may need to be executed, since there are several Sellers herein involved and fourteen (f14) Such other instrument separate Properties. Each party shall cooperate in good faith to execute and documents, as deliver prior to the Buyer and the Buyer's counsel reasonably deem Closing such instruments necessary or desirable in order to consummate the Contemplated Transactiontransactions hereby contemplated, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI given such multiple sellers and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingparcels involved.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the BuyerClosing, the Sellers Sellers' Representative shall deliver deliver, or cause to the be delivered to Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):following items: (a) The Bill a good standing certificate for the Bank issued by the Division of Sale, duly executed and notarized by XeQuteBanking of the Department of Financial Institutions of the State of Wisconsin (the "Banking Division") dated not more than 15 Business Days prior to the Closing Date; (b) All Third Party Consents and a copy of the release articles of all Liens on incorporation of the Assets Bank certified by the Lien Holders, together with Banking Division and dated not more than 15 Business Days prior to the Instruments of Assignment and Assumption, duly executed by XeQuteClosing Date; (c) The Sellers' Officer's Certificates, duly executed on behalf a certificate of Vertex and XeQutethe Cashier or any Assistant Cashier of the Bank dated the Closing Date certifying a copy of the bylaws of the Bank; (d) Certified copies a certificate executed by the Sellers' Representative dated the Closing Date certifying that: (i) there have been no further amendments to the articles of any resolutions required incorporation delivered pursuant to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery subsection (b) of this Agreement, Sellers' Closing Documents and of Section; (ii) all of the other documents representations and warranties of Sellers set forth in this Agreement are true and correct with the same force and effect as if all of such representations and warranties were made at the Closing Date; and (iii) Sellers have performed or complied with all of the covenants and obligations to be executed and performed or complied with by Sellers under the Sellers in connection with terms of this Agreement on or prior to the Contemplated TransactionClosing Date; (e) The duly executed opinion a list of the Sellers' counsel, dated Bank's stockholders as of the Closing Date and addressed certified by the Cashier or any Assistant Cashier of the Bank; (f) a legal opinion of Sellers' counsel dated the Closing Date to the Buyer ("Sellers' Opinion"), in form and substance as effect set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the SellersB attached hereto; and (fg) Such such other instrument and documents, documents as the Buyer and the Buyer's or its counsel shall reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingrequest.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the BuyerClosing, the Sellers Seller shall deliver to Buyer and/or the Buyer Title Company, as appropriate, the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill of Sale, A. A duly executed and notarized by XeQute; acknowledged special warranty deed. Such deed shall convey the subject Property in as-is condition (bexcept for warranties of title) All Third Party Consents to Buyer free and the release clear of all Liens on taxes, except the Assets by general real property taxes and special improvement assessments for the Lien Holdersyear of Closing, together with and free and clear of all liens then due and payable for special improvements installed as of the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery date of this Agreement, Sellers' Closing Documents and free and clear of all liens and encumbrances, security interests, demands or claims of any kind whatsoever by Seller or any third person or anyone else, subject to the permitted exceptions in existence at Closing ("Deed"). Buyer shall order, and be responsible for, all costs associated with issuance of an owner's extended coverage title insurance policy; B. At Closing, copies of resolutions adopted by Seller authorizing Seller to execute and deliver this Agreement and to consummate the sale of the other documents to Property. Such resolutions shall be executed and performed certified by the Sellers secretary of Seller as having been duly adopted by Seller's board of directors and not having been revoked or terminated; C. Such agreements or statements concerning claims for mechanic's liens as may be required by Buyer or the Title Company; D. Any and all conveyances, assignments and all other instruments and documents as may be reasonably necessary in order to complete the transaction herein provided and to carry out the intent and purposes of this Agreement; E. Such documentary and other evidence as may be reasonably required by Buyer or the Title Company evidencing the status and capacity of Seller, and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with this Agreement; and F. An affidavit evidencing Seller is exempt from the Contemplated Transaction; (e) The duly executed opinion withholding requirements of Section 1445 of the Sellers' counsel, dated Internal Revenue Code; Seller shall furnish to Buyer a sworn Affidavit stating under penalty of perjury that Seller is not a "foreign person," as such term is defined in Section 1445(f)(3) of the Closing Date and addressed to the Buyer Internal Revenue Code of 1954, as amended ("Sellers' OpinionCode"), in form and substance as set forth in or such evidence that Buyer is not required to withhold taxes from the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates purchase price under Section 1445(a) of the Sellers; and (fCode as Buyer may reasonably determine to meet the requirements of Section 1445(b)(4) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence Section 1445(b)(5) of the Sellers having taken all steps Code. Seller shall also execute and deliver such evidence as is required by the Title Company to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence satisfy the requirements of having obtained directors and officers liability insurance with Section 39-22-604.5 of the coverage described therein and paid the premium for same at the ClosingColorado Revised Statutes.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Closing, Seller will deliver or cause to be delivered to Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: 22624127-v3 (a) The Bill A Xxxx of Sale, duly executed Sale in the form attached as Exhibit A-1 and notarized by XeQuteAssignment and Assumption Agreement in the form attached as Exhibit A-2; (b) All Third Party Consents and A Manager Certificate in the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, form attached as Exhibit B duly executed by XeQute; (c) The Sellers' Officer's Certificates, a duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all authorized Manager of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counselCompany, dated as of the Closing Date and addressed Date, certifying to the Buyer ("Sellers' Opinion"i) organizational documents of the Seller (including the current limited liability company agreement and all amendments thereto), in form (ii) a certificate of good standing of the Seller issued by the Secretary of State of its organization within ten (10) days prior to the Closing Date, including a certified certificate of incorporation or comparable organizational document of Seller, (iii) the resolutions adopted by all of the manager(s) and substance as set forth members of the Seller authorizing Seller’s execution of this Agreement and the transactions contemplated hereby, and (iv) the incumbency of the manager of Seller executing this Agreement and the other transaction documents contemplated hereby by or on behalf of the Seller; (c) Non-Disclosure and Non-Compete Agreements executed by Seller, Principals, and any non-Principal owners of Seller, in the form annexed to this Agreement attached as Exhibit C C; (d) An Assignment of Intangible Assets and subject to Intellectual Property Agreement executed by Seller in the standard exceptions set forth form attached as Exhibit D (the “IP Assignment”); (e) A countersigned copy of the employment agreements between Buyer and each of the Principals, respectively, in Sellers' Opinion. In rendering Sellers' Opinionthe forms attached hereto as Exhibit E-1, E-2, and E-3 (collectively, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and“Employment Agreements”); (f) Such other instrument a Form W-9 duly executed by Seller; (g) a clearance certificate or similar document(s) with respect to the relevant state and documents, local tax jurisdictions in which the Seller is conducting the Business or holding any Assets; (h) an executed payoff letter in a form as is acceptable to the Buyer in its reasonable discretion for all Indebtedness (other than Assumed Indebtedness and for the Buyer's counsel reasonably deem PPP Loan, but including the EIDL Loan), which include a per diem interest amount and an authorization (upon payment of such Indebtedness) to file all UCC termination statements and releases necessary or desirable in order to consummate evidence satisfaction and termination of such Indebtedness and to enable the Contemplated Transactionrelease of any Liens relating thereto, including without limitation evidence along with wire transfer instructions for each holder of such Indebtedness; 22624127-v3 (i) a counterpart to the Sellers having taken all steps required to be taken Funds Flow executed by them prior to or at Closing under Article VI Seller and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.Principals; (j) Intentionally omitted;

Seller’s Deliveries at Closing. At Purchaser’s obligations under this Contract are subject to Seller’s delivery to Purchaser, at the Closing and unless otherwise waived in writing by the BuyerClosing, the Sellers shall deliver to the Buyer of the following, each all of which shall be in a form reasonably acceptable Seller hereby agrees to the Buyer (collectively, "Sellers' Closing Documents"):deliver at Closing: (ai) The Bill An Assignment of Salethe Lease, duly executed and notarized acknowledged by XeQuteSeller, in the form annexed hereto as Exhibit C (the “Lease Assignment/Assumption”); (bii) All Third Party Consents and the release The original counterparts of all Liens on of the Assets by documents comprising the Lien HoldersLease, together with all tax bills and other documents required under or in connection with the Instruments of Assignment Lease; (iii) The License and AssumptionOption Agreement in the form annexed hereto as Exhibit D, duly executed by XeQuteSeller (the “License/Option Agreement”); (civ) The Sellers' Officer's CertificatesAn affidavit under Section 1445 of the Internal Revenue Code, confirming that Seller is not a non-resident alien and providing the other information required therein to permit Purchaser not to withhold any portion of the Purchase Price; (v) Transfer and other tax returns and other filings required with respect to this transaction under any law, duly executed on behalf of Vertex and XeQuteacknowledged by Seller, as may be required by law; (dvi) Certified copies of any resolutions required to duly authorize and approve A resolution signed by Seller’s managers, authorizing the Contemplated Transaction and the execution, performance execution and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents and the payment of all sums required in order to be executed and performed by effectuate the Sellers in connection with the Contemplated TransactionClosing; (evii) The Any and all documents and instruments, duly executed opinion and, if required, acknowledged by Seller, necessary in order to record the Lease Assignment/Assumption; (viii) Such truthful affidavits, certifications or other documents as Purchaser’s title insurance company may reasonably require in order to issue a policy of the Sellers' counsel, dated as of the Closing Date and addressed title insurance to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the SellersPurchaser; and (fix) Such other instrument and documentsfurther documents or instruments, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable appropriate with respect to the transaction embodied in order this Contract. If Seller fails to consummate the Contemplated Transaction, including without limitation evidence deliver any or all of the Sellers having taken foregoing documents or instruments to Purchaser at Closing, Purchaser shall have the right to terminate this Contract on notice to Seller, whereupon Purchaser shall have no further obligation or liability under this Contract, but Seller shall remain liable to Purchaser and Purchaser shall have the right to exercise all steps required to be taken by them prior to of its remedies available at law or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingin equity arising from Seller’s default.

Seller’s Deliveries at Closing. At Closing the Closing and unless otherwise waived in writing by the Buyer, the Sellers Seller shall deliver to the Buyer (a) evidence satisfactory to the Buyer, acting reasonably, that (i) the Company has divested itself of the Divested Assets, and (ii) the Archean Unanimous Shareholders’ Agreement and the Adjustment Agreement have been terminated; (b) the Purchased Shares, duly registered in the name of the Buyer, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities; (c) an agreement to indemnify the Buyer for and in respect of 50% of those liabilities and obligations of the followingCompany, each VBHC and LNRLP to the extent of VBHC’s interest therein, including without limitation, liabilities for Taxes, net of any applicable refunds of Taxes, but including any interest payable, pertaining to the time period prior to Closing, including as to the Divesting Transactions; (d) a certificate of the Seller confirming that all of the Seller’s representations and warranties herein are true as of the Closing Date; (e) such certificates and opinions of counsel to the Seller as may be reasonably requested by the Buyer’s counsel in connection with the transactions contemplated by this Agreement which agreements, certificates and opinions shall be in a form reasonably acceptable and substance satisfactory to the Buyer (collectivelyBuyer’s counsel, "Sellers' Closing Documents"): (a) The Bill of Saleincluding without limitation, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed an opinion of counsel to the Sellers' counsel, dated as of the Closing Date and Seller addressed to the Buyer and the underwriters pursuant to the Initial Public Offering and their respective counsel with respect to items 5.1 ("Sellers' Opinion"a) through (j), in form and substance such other matters as set forth in the form annexed to this Agreement Buyer’s counsel shall reasonably require; (f) receipt by the Seller of a list of all registered shareholders of the Buyer as Exhibit C and subject to at the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, Closing of the Sellers' counsel may rely upon Initial Public Offering; (g) certificates of governmental officials and may place reasonable reliance upon certificates status or the equivalent of each of the SellersCompany, VBHC and LNRLP; and (fh) Such other instrument resignations and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence releases for all of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI officers and Article VII hereof, including evidence directors of having obtained directors the Company and officers liability insurance with the coverage described therein and paid the premium for same at the ClosingVBHC.

Seller’s Deliveries at Closing. At In addition to other events or instruments and items that may be otherwise expressly provided for in this Agreement, at the Closing and unless otherwise waived in writing by Seller shall deliver or cause to be delivered the Buyer, the Sellers following items: (i) Seller shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery Company a copy of this Agreement, Sellers' Closing Documents fully executed by Seller and of all HSOA, and a copy of the other documents to be Termination and Release Agreement, fully executed by Seller, Xxxx X. Mars and performed by the Sellers in connection with the Contemplated TransactionXxxxxx X. Mars; (eii) The Seller shall deliver to Buyer the Seller Stock Certificate, with any required transfer tax stamps attached at the Seller’s expense, duly executed opinion endorsed to Buyer, free and clear of all Encumbrances; (iii) Seller shall deliver to Buyer the written resignation of Xxxx X. Mars as an officer and director of the Sellers' counselCompany, dated effective as of the Closing Date Date; (iv) Seller shall deliver to Buyer: (a) a certificate from each of Seller and addressed to HSOA, dated the Buyer ("Sellers' Opinion")Closing Date, in form stating that the representations and substance as warranties set forth in Section 6(b) below are true and correct as of the form annexed to Closing; (b) certified copies of the resolutions of the directors and shareholders of HSOA and Seller approving the execution, delivery and performance of this Agreement, the Termination and Release Agreement, and the transactions contemplated thereby, and the other agreements contemplated by this Agreement as Exhibit C and subject to which Seller or HSOA is a party; (c) any evidence requested by Buyer in its sole discretion to confirm that immediately prior to the standard exceptions Closing Seller has sole, unrestricted title to the Seller Shares, free and clear of all Encumbrances; (d) any documentary evidence reasonably requested by Buyer that all representations and warranties of Seller and HSOA set forth in Sellers' Opinion. In rendering Sellers' Opinionthis Agreement are true and correct as of the Closing; and (e) all other and further documents and assurances reasonably required by Buyer of Seller or HSOA for such Persons to fully comply with all of the covenants and agreements on such Person’s respective part to be done and performed under this Agreement, the Sellers' counsel may rely upon certificates of governmental officials Termination and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documentsRelease Agreement, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI other instruments and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingdocuments contemplated thereby.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Closing, Seller will deliver or cause to be delivered to Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill A Xxxx of Sale, duly executed Sale in the form attached as Exhibit A-1 and notarized by XeQuteAssignment and Assumption Agreement in the form attached as Exhibit A-2; (b) All Third Party Consents and A Manager Certificate in the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, form attached as Exhibit B duly executed by XeQute; (c) The Sellers' Officer's Certificates, a duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all authorized Manager of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counselCompany, dated as of the Closing Date and addressed Date, certifying to the Buyer ("Sellers' Opinion"i) organizational documents of the Seller (including the current limited liability company agreement and all amendments thereto), in form (ii) a certificate of good standing of the Seller issued by the Secretary of State of its organization within ten (10) days prior to the Closing Date, including a certified certificate of incorporation or comparable organizational document of Seller, (iii) the resolutions adopted by all of the manager(s) and substance as set forth members of the Seller authorizing Seller’s execution of this Agreement and the transactions contemplated hereby, and (iv) the incumbency of the manager of Seller executing this Agreement and the other transaction documents contemplated hereby by or on behalf of the Seller; (c) Non-Disclosure and Non-Compete Agreements executed by Seller, Principals, and any non-Principal owners of Seller, in the form annexed to this Agreement attached as Exhibit C C; (d) An Assignment of Intangible Assets and subject to Intellectual Property Agreement executed by Seller in the standard exceptions set forth form attached as Exhibit D (the “IP Assignment”); (e) A countersigned copy of the employment agreements between Buyer and each of the Principals, respectively, in Sellers' Opinion. In rendering Sellers' Opinionthe forms attached hereto as Exhibit E-1, E-2, and E-3 (collectively, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers“Employment Agreements”); and22624122-v3 (f) Such other instrument a Form W-9 duly executed by Seller; (g) a clearance certificate or similar document(s) with respect to the relevant state and documents, local tax jurisdictions in which the Seller is conducting the Business or holding any Assets; (h) an executed payoff letter in a form as is acceptable to the Buyer in its reasonable discretion for all Indebtedness (other than Assumed Indebtedness and for the Buyer's counsel reasonably deem PPP Loan, but including the EIDL Loan), which include a per diem interest amount and an authorization (upon payment of such Indebtedness) to file all UCC termination statements and releases necessary or desirable in order to consummate evidence satisfaction and termination of such Indebtedness and to enable the Contemplated Transactionrelease of any Liens relating thereto, including without limitation evidence along with wire transfer instructions for each holder of such Indebtedness; (i) a counterpart to the Sellers having taken all steps required to be taken Funds Flow executed by them prior to or at Closing under Article VI Seller and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.Principals; (j) Intentionally omitted;

Seller’s Deliveries at Closing. At the Closing Closing, Seller shall deliver the following: A. a bargain and unless otherwise waived sale deed for the Property, with covenant against grantor's acts, in writing recordable form (the "Deed"); B. a customary form of Seller's affidavit of title in form and substance reasonably satisfactory to Seller and Title Insurer; C. certificate of non-foreign status under Section 1445 of the Internal Revenue Code of 1986 (the "FIRPTA Affidavit"); D. Copies of all filed easements, agreements or other evidences of property rights, licenses or interests with adjacent property owners for uses or access of the Property in possession of the Seller; E. a xxxx of sale conveying the Personal Property (if any) to Purchaser in connection with the Property (the "Xxxx of Sale"); F. possession of the Property in the condition required by this Agreement, and keys, pass cards and security codes therefor to the extent same are applicable to this transaction and in Seller's possession; G. such returns, questionnaires and other documents as shall be required to be signed by Seller with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance, including, without limitation, the New Jersey Affidavit of Consideration for Use by Seller (RTF-I) and Seller's Residency Certificate (GIT/REP); H. Copies of any agreements between Landlord and Tenants, outside of leases regarding signage rights or other rights for uses on the Property by Tenants or 3'd parties, if any and in possession of the Seller; I. an assignment of the Leases and the Security Deposits held by the BuyerSeller, the Sellers shall deliver subject to the Buyer the following, each provisions of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill subsection 1 of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery this Section II of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth Contracts in the form annexed to this Agreement of the Assignment and Assumption of Leases and Contracts appended hereto as Exhibit C ll(I) to be signed by both Seller and subject Purchaser; 1. Prior to the standard exceptions set forth Closing, Seller shall have the right (i) to apply any security deposits held under Leases in Sellers' Opinionrespect of defaults by tenants under the applicable Leases and (ii) to return the security deposit of any tenant thereunder who in the good faith judgment of Seller is entitled to the return of such deposit pursuant to the terms of its Lease or otherwise by law. In rendering Sellers' OpinionAt the Closing, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary Seller shall transfer or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required cause to be taken transferred to Purchaser the security deposits (including turning over any letter of credit held by them prior Seller as security under the Leases) then held by Seller and not applied to defaults or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.returned to tenants as above provided;

Seller’s Deliveries at Closing. At Closing, Seller is delivering to Buyer the following documents, each properly executed and dated as of the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):Date: (a) The the Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQuteConsulting Agreement; (cx) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQutethe Noncompetition Agreements; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Escrow Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer Royalty Agreement; ("Sellers' Opinion")f) assignments, in form and substance as set forth in the form annexed acceptable to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' OpinionBuyer, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; andIntangible Assets; (fg) Such other instrument the Opinion of Seller's Counsels; (h) such certificates and documents, documents of officers of Seller and public officials as the Buyer and the shall be reasonably requested by Buyer's counsel reasonably deem necessary to establish the existence and good standing of Seller and Parent and the due authorization of this Agreement and the transactions contemplated by this Agreement by Seller and Parent; (i) UCC terminations and releases and mortgage satisfactions for any security interests encumbering the Purchased Assets, if any; (j) legal title to and legal possession of the Purchased Assets; (k) such other deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer as shall be effective to vest in Buyer free and clear title to the Purchased Assets as contemplated by this Agreement; (l) such permissions, approvals, determinations, consents and waivers, if any, as may be required by Law, regulatory authorities, the Contracts, the Permits, secured creditors of Seller or desirable Parent or from any third party pursuant to any Contract to which the Seller is a party with terms and conditions acceptable to Buyer, in order to consummate the Contemplated Transaction, including without limitation evidence of transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Sellers having taken all steps required to be taken Purchased Assets as contemplated by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingthis Agreement.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Closing, Seller has delivered to Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill the Xxxx of SaleSale and Assignment and Assumption Agreement, duly executed dated the Closing Date, substantially in the form attached hereto as Exhibit B (the "Xxxx of Sale and notarized by XeQuteAssignment and Assumption"); (b) All Third Party Consents the Lease Assignment and such other assignments and other instruments of conveyance as may be necessary to convey the release Owned Real Property and Seller’s interest in the Leased Real Property to Buyer, free and clear of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and AssumptionEncumbrances except Permitted Encumbrances, duly executed by XeQutewitnessed and attested for recording in the Commonwealth of Pennsylvania; (c) The Sellers' Officer's Certificates, duly executed on behalf counterparts of Vertex and XeQute;the Transition Services Agreement substantially in the form attached hereto as Exhibit D (the "Transition Services Agreement"). (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all executed counterparts of the other documents to be executed and performed by the Sellers in connection with the Contemplated TransactionReceivables Agreement; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed an affidavit pursuant to the Buyer ("Sellers' Opinion"), in form and substance as set forth 26 U.S.C.A. §1445 that Seller is not a foreign entity in the form annexed prescribed by Regulation section 1.445 5(b)(3)(ii)(D)(2); (f) an officer's certificate(s) of Seller and Parent as to (i) organizational matters of Seller, (ii) incumbency of Seller's and Parent’s officers, and (iii) requisite Seller Parent authorizations to enter into this Agreement and the other Related Agreements and consummate the transactions contemplated hereby and thereby; (g) such other certificates, instruments and documents, if any, as Exhibit C and subject are reasonably necessary to give effect to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials transactions contemplated by this Agreement and may place reasonable reliance upon certificates of the Sellersother Related Agreements; and (fh) Such other instrument an acknowledgement by Parent, Seller and documentsBuyer that, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transactionexcept for those items, including without limitation evidence of the Sellers having taken all steps required if any, identified therein to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at satisfied after the Closing, all conditions to the Closing have been satisfied or waived by Parent, Seller and Buyer.

Seller’s Deliveries at Closing. At In addition to the Closing and unless otherwise waived in writing by other things required to be done hereby, at the BuyerClosing, the Sellers shall deliver deliver, or cause to the be delivered, to Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill a certificate dated the Closing Date and validly executed on behalf of Sale, duly executed each Seller to the effect that the conditions set forth in Sections 8.1 and notarized by XeQute8.2(b) have been satisfied; (b) All Third Party Consents and a copy of the release resolutions of all Liens on the Assets by the Lien HoldersBoard of Directors of each Seller, together with the Instruments of Assignment and Assumptionor similar enabling document, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and authorizing the execution, delivery and performance hereof by each Seller, and delivery adopting the Company Board Determination and a certificate of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counselits secretary, dated as of the Closing Date Date, that such resolutions were duly adopted and are in full force and effect; (c) evidence or copies of any Consents required pursuant to Section 8.2; (d) an opinion, addressed to the Buyer and dated the Closing Date, from outside counsel to Sellers, in substance and form reasonably satisfactory to Buyer; ("e) all documents, certificates and agreements necessary to transfer to Buyer good and marketable title to the Assets, free and clear of any and all Encumbrances thereon, including: (i) a duly executed Assignment and Assumption Agreement; (ii) assignments of all Assumed Contracts, Assumed Intellectual Property and any other agreements and instruments constituting Assets, dated the Closing Date, assigning to Buyer all of Sellers' Opinion")right, title and interest therein and thereto, with any required Consent endorsed thereon; (iii) an assignment of lease, dated as of the Closing Date, with respect to each Assumed Lease, in form reasonably acceptable to Buyer, together with any necessary transfer declarations or other filings (and substance as set forth in the recordable form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellersif required by Buyer); and (iv) certificates of title to all motor vehicles included in the Assets to be transferred to Buyer hereunder, duly endorsed for transfer to Buyer as of the Closing Date; (f) Such other instrument and documents, as all documents necessary to transfer to Buyer the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence Assumed Intellectual Property; (g) certified copies of all orders of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with Bankruptcy Court; and (h) the coverage FIRPTA Affidavits described therein and paid the premium for same at the Closingin Section 7.2(b).

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Closing, Sellers will deliver or cause to be delivered to Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill a counterpart to the Xxxx of Sale, duly Sale in the form attached as Exhibit B-1 executed and notarized by XeQuteSellers; (b) All Third Party Consents and a counterpart to the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly Assumption Agreements in the form attached as Exhibit B-2 executed by XeQuteSellers; (c) The a closing certificate executed by each of the Sellers' Officer's Certificates, duly executed on behalf Parent and each of Vertex and XeQutethe Principals, in the form attached as Exhibit C-1; (d) Certified copies of any resolutions required to duly authorize a Non-Compete and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Confidentiality Agreement executed at Closing Documents and of all of the other documents to be executed and performed by the Sellers parties set forth in connection with the Contemplated Transactionsignature pages thereto, and in the form attached as, Exhibit D; (e) The an executed Assignment of Intangible Assets and Intellectual Property in a form attached as Exhibit E; (f) a counterpart to the Consulting Agreement in the form attached as Exhibit F executed by Xxxxx; (g) copies of all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices set forth in Schedule 2.4.2(g), all of which are in such form as is acceptable to the Buyer in its reasonable discretion; (h) a counterpart to the Funds Flow executed by each Seller Party; (i) an executed payoff letter in a form as is acceptable to the Buyer in its reasonable discretion for all Indebtedness that is required to be paid off on or prior to Closing and listed on Schedule 2.4.2(i); (j) an employment agreement executed by Xxxxxxx Xxxx in the form attached hereto as Exhibit L; (k) a certificate of the Parent and Sellers certifying the authorizing resolutions of the Parent and Sellers attached hereto as Exhibit H-1; (l) an executed stock power and a letter of instruction from each Seller to whom Shares are issued at Closing instructing the Buyer and the Issuer to transfer the Shares to Parent in the forms attached hereto as Exhibits M; (m) letter of payment direction from each Seller instructing the Buyer to pay the portion of the Purchase Price allocable to Seller directly to Parent in the form attached hereto as Exhibit N (“Letter of Direction”); (n) a certificate from each Seller, pursuant to Treasury Regulations Section 1.1445-2(b), that Seller is not a foreign person within the meaning of Code Section 1445 duly executed opinion by Seller; (o) an entity status letter from the State of California Franchise Tax Board indicating that the Sellers' counsel, Parent and each Seller (other than OHO) is a good standing with the Franchise Tax Board dated as of a date within five (5) business days of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the SellersDate; and (fp) Such such other instrument documents and documents, instruments as the may be reasonably requested by Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate effect the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

Seller’s Deliveries at Closing. At the Closing Closing, Sellers shall deliver or cause to be delivered to Buyer (or, as directed by Buyer, to one or more of its designees) the following: (i) all certificates representing the Purchased Equity, endorsed in blank or accompanied by duly executed assignment documents; (ii) the resignation of each director and unless otherwise waived officer of each Company or any of its Subsidiaries whose resignations shall have been requested in writing by the Buyer, the Sellers shall deliver Buyer not less than five Business Days prior to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQuteDate; (biii) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, non foreign affidavits dated as of the Closing Date Date, or such other date as Buyer shall specify, sworn to under penalty of perjury and addressed in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that neither Seller is a “Foreign Person” as defined in such Code section; (iv) the Transition Services Agreement duly executed by Holdings; (v) a general release in the form attached hereto as Exhibit B, duly executed by each Seller; (vi) all revocations of powers of attorney listed on Schedule 1.3(c)(vi), which shall be in full force and effect; (vii) all Consents listed on Schedule 1.3(c)(vii), which shall be in full force and effect; (viii) a good standing certificate (or equivalent thereof) for each of the Companies and each of their Subsidiaries from the Secretary of State or other Governmental Entity of their jurisdiction of formation, each as of a date within a reasonably current period; (ix) all originals or copies of the files, books and records maintained by or in the possession of either Seller used in the conduct of the Companies’ or their Subsidiaries’ businesses; (x) evidence reasonably satisfactory to Buyer that all Indebtedness of the Companies and their Subsidiaries and Transaction Related Expenses have been or will be paid and discharged in full concurrently with the Closing; (xi) a duly executed assignment of U.S. Patent Application No. 12/900,009 from SEACOR Environmental Services to NRC, in form and substance reasonably satisfactory to Buyer, together with such additional assignment documents as may be necessary to effect such assignment with the United States Patent and Trademark Office; (xii) duly executed agreements between a Company or certain of its Subsidiaries and Holdings or certain of its Subsidiaries with respect to the Buyer ("Sellers' Opinion"matters set forth on Schedule 1.3(c)(xii), in form and substance as reasonably satisfactory to Buyer; (xiii) the Technical Management Agreement duly executed by Holdings or a Subsidiary thereof, in form and substance reasonably satisfactory to Buyer; (xiv) evidence reasonably satisfactory to Buyer that the domain names set forth in Item 16 on Schedule 4.20 have been transferred from Holdings to a Company or certain of its Subsidiaries; (xv) a duly executed assignment from Holdings or one or more of its Subsidiaries to a Company or one or more of its Subsidiaries of the form annexed license to the Oracle system for the same product descriptions and metrics and in the quantities as currently used as of the date of this Agreement as Exhibit C and Agreement, subject to any restrictions on assignment contained in such license (the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion“Oracle License”); provided that the transfer fee to be paid by Buyer, the Sellers' counsel may rely upon certificates Companies or their Subsidiaries for such assignment shall not exceed $300,000 in the aggregate (the “Transfer Fee Cap”); provided, further, that if Holdings or one or more of governmental officials its Subsidiaries is unable to assign the Oracle License at Closing, the Closing Payment shall be reduced by an amount equal to the greater of (A) zero and may place reasonable reliance upon certificates (B) the market cost to Buyer, the Companies and their Subsidiaries to replace the Oracle License minus the Transfer Fee Cap; (xvi) evidence reasonably satisfactory to Buyer that (A) SEACOR Response Asia has distributed its excess cash to SEACOR Environmental Services and (B) SESMEKE Ltd. has made a dividend in the amount of $400,000 to SEACOR Environmental Services, in each case prior to or at the SellersClosing; and (fA) Such other instrument and documentsa duly executed run-off insurance policy, effective as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required Closing Date, relating to be taken by them prior to or at Closing under Article VI the current policies of directors’ and Article VII hereof, including evidence of having obtained directors and officers officers’ liability insurance with of the Companies and their Subsidiaries, covering the Company Indemnified Parties, in form and substance reasonably satisfactory to Buyer (the "Run-Off Insurance Policy”) and (B) satisfactory evidence that all premiums and other costs for such Run-Off Insurance Policy have been fully paid by SEACOR Environmental Services and that such coverage described therein is in full force and paid effect as of the premium for same at the ClosingClosing Date.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by subject to the Buyerterms and conditions set forth herein, the Sellers Seller shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumptionfollowing documents, duly executed by XeQutethe respective parties thereto: (1) confidentiality and ownership of developments agreements, in the form attached as Exhibit A, executed by each of Seller's employees other than those employees who are requested by Buyer to execute confidentiality, ownership of developments, and employee retention agreements; (c2) The Sellers' Officerconfidentiality, ownership of developments, and employee retention agreements, in the form attached as Exhibit B, executed by those of Seller's Certificates, duly executed on behalf of Vertex and XeQuteemployees identified by Buyer prior to the Closing; (d3) Certified copies a warranty xxxx of sale, in the form attached as Exhibit C, relating to the transfer and conveyance of all of Seller's right, interest, and title in the Assets to Buyer; (4) an assignment and assumption agreement, in the form attached as Exhibit D, relating to the assignment by Buyer to Seller, and the assumption by Buyer from Seller, of the Assumed Liabilities; (5) an assignment of lease, in the form attached as Exhibit E, relating to the assignment by Seller to Buyer of the real property located at 0000 Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx, XX 00000; (6) all consents, approvals, and authorizations of, and all filings and registrations with, all federal, state, and local governmental authorities and any resolutions third persons required for consummation of the transactions contemplated hereby; (7) a Financing Statement Change (UCC-2) terminating Union Bank of California's security interest in the Assets; (8) any other deeds, bills of sale, endorsements, assignments, and other instruments of conveyance and transfer reasonably satisfactory in form and substance to Buyer that may be required to effect the sale, transfer, assignment, and conveyance of the Assets and Assumed Liabilities to Buyer; (9) a certificate from the Secretary or other duly authorize and approve the Contemplated Transaction and authorized officer of Seller certifying that the execution, delivery, and performance and delivery of this AgreementAgreement and all actions taken or to be taken in connection herewith have been approved by Seller's Board of Directors and shareholders, Sellers' Closing Documents and to which such certificate shall be attached copies of the relevant resolutions of the Board of Directors and of all the shareholders; a certified copy of Seller's articles of incorporation, as amended, issued within ten business days of the other documents to be executed and performed Closing Date by the Sellers in connection with Secretary of State of California; Seller's Bylaws; a certificate of good standing for Seller issued within ten business days of the Contemplated TransactionClosing Date by the Secretary of State of California; and a tax clearance certificate issued within ten business days of the Closing Date by the relevant tax authorities of the State of California; (e10) The duly executed opinion a list of all creditors and claimants known to Seller within three days of the Sellers' counselClosing Date in the form set forth in Exhibit F; (11) a certificate from the Secretary or other duly authorized officer of Parent certifying that the execution, delivery, and performance of this Agreement and all actions taken or to be taken in connection herewith have been approved by Parent's Board of Directors, and to which such certificate shall be attached copies of the relevant resolutions of the Board of Directors; a certified copy of Parent's articles of incorporation, as amended, issued within ten business days of the Closing Date by the Secretary of State of Colorado; Parent's Bylaws; and a certificate of good standing for Parent issued within the most recent date practicable by the Secretary of State of Colorado; (12) a certificate from the Secretary or other duly authorized executive officer of Seller and of Parent, dated as of the Closing Date and addressed Date, to the Buyer ("Sellers' Opinion"), effect that the respective representations and warranties of Seller and Parent contained in form and substance as set forth in the form annexed to this Agreement are in all material respects true and complete on and as Exhibit C of the Closing Date as though made on and subject as of such date, and that Seller and Parent have each complied in all material respects with or performed all terms, covenants, and conditions to be complied with or performed by such party at or prior to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel Closing; (13) such incumbency certificates and other documents as Buyer reasonably may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellersrequest; and (f14) Such other instrument and documentsan unaudited balance sheet of Seller, dated as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken Closing Date, and a list of all steps required to be taken by them prior to or at "work-in-progress" as of the Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the ClosingDate.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the BuyerClosing, the Sellers shall Seller will deliver (or cause to the Buyer be delivered) to Purchaser the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill a duly executed instrument of Saletransfer, substantially in the form attached hereto as Exhibit A (the “Assignment of Membership Interests”), evidencing the assignment and transfer to Purchaser of the Purchased Interests, duly executed and notarized by XeQuteSeller; (b) All Third Party documentary evidence of receipt of the Consents and the release of all Liens set forth on the Assets Schedule 3.4(b), in each case, such Consent executed by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQuteconsenting Third Party; (c) The Sellers' Officer's Certificates, a duly executed on behalf of Vertex and XeQuteIRS Form W-9 from Seller; (d) Certified copies of any resolutions required to a duly authorize and approve executed Distributor Sales Agreement executed by DK Trading & Supply, LLC, substantially in the Contemplated Transaction and form attached hereto as Exhibit E (the execution, performance and delivery of this “Distributor Sales Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction”); (e) The the duly executed opinion TSA; (f) a certificate of the Sellers' counselsecretary or assistant secretary, or equivalent officer, of Seller certifying as to a board resolution (or similar authorizing authority) authorizing this Agreement and the other Transaction Documents; (g) a copy of the articles of organization or articles of incorporation and bylaws or operating agreement, in each case as amended, of each of the Acquired Companies certified (in the case of articles of incorporation or articles of organization) by the applicable Governmental Authority (as applicable) as of a date not more than fifteen (15) days prior to the Closing Date; (h) the officer’s certificate referenced in Section 7.3(c); (i) duly executed resignations of the directors, officers and managers of each of the Acquired Companies listed on Section 3.4(i) of the Disclosure Schedule effective as of the Closing, in the form attached hereto as Exhibit H; (j) the duly executed UST Remediation Agreement; (k) short form certificates dated as within ten (10) days of the Closing Date and addressed as to the Buyer good standing of each of the Acquired Companies issued by the Secretary of State of the State of Delaware; ("Sellers' Opinion")l) documentary evidence, in form and substance as reasonably satisfactory to Purchaser, of the termination of any and all Related Party Financial Assurance Obligations; (m) the Release Agreement duly executed by Xxxxxx and the Acquired Companies; (n) a document setting forth all the login information for access to online licensing portals required to effectuate the obligations set forth in Section 6.12, including the form annexed to this Agreement as Exhibit C New Mexico Professional Licensing User System and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the SellersTexas Alcohol Industry Management System; and (fo) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closinga duly executed Exclusive Trademark License Agreement.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the BuyerClosing, the Sellers Seller shall deliver or cause to the be delivered to Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer following (collectively, "Sellers' Closing the “Transaction Documents"”): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counselA Certificate, dated as of the Closing Date and addressed signed by Seller to the effect that (i) all representations and warranties of Seller contained in this Agreement, the Xxxx of Sale, the Transaction Documents, or in any exhibit, schedule, certificate or other document delivered pursuant hereto, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of that date, and (ii) all of the terms, covenants and conditions to be complied with and performed by the Seller on or prior to the Closing Date shall have been complied with or performed in all material respects; (b) Copies of the Licenses, together with a copy of the FCC’s consent to assignment of the Licenses to Buyer or its assignee as contemplated by this Agreement ("Sellers' Opinion"the “FCC Consent”), in form and substance as set forth in the form annexed to this Agreement as Exhibit C all other files, records and subject correspondence pertaining to the standard exceptions set forth Licenses or the Stations in Sellers' Opinion. In rendering Sellers' OpinionSeller’s possession; (c) Written evidence reasonably satisfactory to Buyer of the transfer of title to the Licenses and the other Station Assets, provided, however, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates parties are in agreement that Seller is under no obligation to obtain approval of the Sellersassignment of the Univision Affiliation Agreement dated March 30, 2007, by and between Seller and Univision Network Limited Partnership, to Buyer; and (fd) Such A Xxxx of Sale, and other instrument and documents, such documents or instruments as Buyer may reasonably request to carry out the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transactiontransaction contemplated by this Agreement, including without limitation evidence but not limited to documents evidencing assignment of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI leases, contracts and Article VII hereofLicenses, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingif so required, except as otherwise provided herein.

Seller’s Deliveries at Closing. At the Closing Closing, upon the terms and unless otherwise waived in writing by subject to the Buyerconditions set forth herein, the Sellers Sellers, and solely with respect to Section 3.2(c), which shall only apply to Xxxxxxxxxxx Xxx Xxxxx, shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):Buyer: (a) The Bill Certificates representing all of Sale, duly executed and notarized by XeQutethe outstanding Tritton Shares; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of An Assignment and Assumption, Separate from Certificate duly executed by XeQuteeach of the Sellers in the form attached hereto as Exhibit B; (c) The Sellers' Officer's Certificates, duly Xxxxxxxxxxx Xxx Xxxxx shall have executed on behalf of Vertex and XeQutedelivered to Buyer an employment agreement in substantially the form attached hereto as Exhibit C (the “Xxx Xxxxx Employment Agreement”); (d) Certified copies Evidence of any resolutions required the requisite approval by the Board of Directors of the Tritton to duly authorize and approve the Contemplated Transaction and the execution, performance Tritton’s execution and delivery of, and performance of its obligations under, this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion A written resignation from each of the Sellers' counselofficers and directors of Tritton, dated effective as of the Closing Date and addressed to the Buyer Closing; ("Sellers' Opinion")f) One or more Assignments of Intellectual Property, in form and substance as set forth in the form annexed reasonably acceptable to Buyer and in recordable form to the extent necessary to assign Tritton’s Intellectual Property rights to Buyer; (g) Tritton’s minute books, stock transfer records, corporate seal and other materials related to Tritton’s corporate administration; (h) a copy of the Certificate of Incorporation of Tritton, certified by the Secretary of State of the State of Delaware, and Certificates of Good Standing from the Secretaries of State of the States of Delaware and any other states listed in Section 5.1 of the Tritton Disclosure Schedule evidencing the good standing of Tritton in each such jurisdiction; (i) a copy of each of (A) the text of the resolutions adopted by the Board of Directors of Tritton authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (B) the Bylaws of Tritton, along with certificates executed on behalf of Tritton by its corporate secretary certifying to Buyer that such copies are true and complete copies of such resolutions and Bylaws, respectively, and that such resolutions and Bylaws were duly adopted and have not been amended or rescinded; (j) incumbency certificates executed on behalf of Tritton by its corporate secretary certifying the signature and office of each officer executing this Agreement and such other agreements contemplated by this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel Buyer may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellersrequest; and (fk) Such All consents, approvals and waivers from third parties, including federal, state, local, foreign and other instrument and documentsgovernmental authorities, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transactiontransactions contemplated hereby shall have been obtained, including without limitation evidence except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have, individually or in the aggregate, a Material Adverse Effect on the business of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at Tritton following the Closing.

Seller’s Deliveries at Closing. At the Closing and as a condition to such Closing (unless otherwise waived in writing by the sole discretion of Buyer), the Sellers Sole Shareholder shall deliver or cause to the be delivered to Buyer the following, each on behalf of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill of Sale, duly executed and notarized by XeQute;Consents listed on Schedule 3.6. (b) All Third Party Consents and the release Certificates of all Liens on the Assets good standing for each Seller issued by the Lien Holders, together with Georgia Secretary of State no earlier than 5 days prior to the Instruments of Assignment and Assumption, duly executed by XeQute;Closing Date. (c) The Sellers' Officer's CertificatesReal Estate Purchase Agreement, duly executed on behalf of Vertex and XeQute;by Axxxxxxx Investment. (d) Certified copies of any resolutions required An employment agreement in a form mutually acceptable to duly authorize Sole Shareholder and approve Buyer, executed by Sole Shareholder (the Contemplated Transaction and the execution, performance and delivery of this “Employment Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction;”). (e) The duly Subscription Agreement executed opinion by Sole Shareholder. (f) Evidence in form and substance reasonably satisfactory to Buyer of the release of any and all Liens on the assets of Sellers' counsel. (g) A copy of an amendment to each Seller’s articles of incorporation, to be filed by Sellers immediately after the Closing Date in accordance with the Georgia general corporation law, changing each Seller’s name so that such name does not include the words “Thermocast” or “Dekor” or any words substantially similar thereto, executed by each Seller, respectively. (h) A certificate from each Seller, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion")Date, in form reasonably satisfactory to Buyer and substance as set forth in duly executed by an officer of each Seller, certifying that (i) all necessary corporate action on the form annexed part of such Seller has been taken to authorize or ratify this Agreement as Exhibit C and subject to authorize the consummation of the Transaction, and (ii) attached to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials certificate are true and may place reasonable reliance upon certificates complete copies of the Sellers; andresolutions of the governing body of such Seller authorizing the execution, delivery and performance of this Agreement and any Transaction Documents to which it is a party by each Seller and the consummation of the transactions contemplated hereby and thereby. (fi) A certificate from each Seller and Sole Shareholder, dated as of the Closing Date, confirming the truth and correctness of all of the representations and warranties of such party as contained herein as of the Closing Date and as of all times between the Effective Date and the Closing Date, and confirming that all agreements, covenants and undertakings of such party contained herein and to be performed or fulfilled prior to Closing have been so performed or fulfilled. (j) Assignments of each Seller’s Intellectual Property Rights as required by Buyer, executed by each Seller and by the registrant of the Mont Bxxxx xxxx, as applicable. (k) The Escrow Agreement, executed by Sellers, Sole Shareholder and Axxxxxxx Investment. (l) Keys, keycards, security codes and any other similar security items necessary to operate the Business upon the Closing Date. (m) Such other instrument certificates, documents and documents, instruments as Buyer may reasonably request for the Buyer and purpose of evidencing or facilitating the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence consummation of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the ClosingTransaction.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the BuyerClosing, the Sellers Seller shall deliver to Purchaser the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):following items: (a) The Bill a bargain and sale warranty deed complying with RCW 64.04.040, conveying the Real Property free and clear of Saleall liens, duly executed encumbrances, covenants, restrictions, conditions and notarized by XeQuteadverse claims affecting title, except the Permitted Exceptions; (b) All Third Party Consents an assignment of leases, in the form of Exhibit B hereto, transferring to Purchaser all of Seller's right, title and interest in and to the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQuteLeases; (c) The Sellers' Officer's Certificatesa bill of sale, duly executed on behalf in the form of Vertex Exhibit C hereto, transferring to Purcxxxxr good and XeQutemarketable title to all tangible Personal Property (other than the Leases); (d) Certified copies a general assignment, in the form of any resolutions required Exhibit D hereto, transferring to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of Purchaser all of the Seller's right, title and interest in and to those service contracts, warranties, guaranties, licenses, permits and other documents intangible personal property, that Purchaser elects to be executed and performed have assigned, if permitted by the Sellers in connection with the Contemplated Transactionterms thereof; (e) The duly executed opinion a certification as to Seller's non-foreign status that complies with the provisions of Section 1445(b)(2) of the Sellers' counselInternal Revenue Code of 1986, dated as amended, and any regulations promulgated thereunder; (f) all original Leases, assigned service contracts, plans and specifications, certificates, licenses, permits, and authorizations relating to the Property, and copies of such other records and files in Seller's possession and relating to the Property as Purchaser may reasonably request; (g) any necessary resolutions or authorizations of Seller authorizing the sale of the Closing Date Property to Purchaser and addressed the execution and delivery of the deed and all other documents and instruments to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed be executed by Seller pursuant to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the SellersAgreement; and (fh) Such Any other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps documents required by this Agreement to be taken delivered by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the ClosingSeller.

Seller’s Deliveries at Closing. At Seller shall deliver at the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill of Sale, a duly executed special warranty deed (the "Deed") conveying the Land and notarized by XeQuteImprovements, subject to the Permitted Exceptions; the warranty of title in the Deed will be only as to claims made by, through or under Seller and not otherwise; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, a duly executed by XeQutebill of sale conveying the Persoxxx Property, without warranty of title or use and without warranty, expressed or implied, as to merchantability and fitness for any purpose (it being acknowledged and agreed, however, that no agreement has been made between Seller and Purchaser with respect to an allocation of any portion of the Purchase Price to the Personal Property); (c) The Sellers' Officer's Certificates, a duly executed on behalf of Vertex Assignment and XeQuteAssumption Agreement ("Lease Assignment Agreement") wherein Seller shall assign to Purchaser, and Purchaser shall assume, the landlord/lessor interest in and to the Leases and pursuant to which Purchaser shall indemnify Seller and hold Seller harmless from and against any and all claims pertaining to the Leases arising from and after the Closing, including without limitation, claims made by tenants with respect to tenants' security deposits to the extent paid, credited or assigned to Purchaser; (d) Certified copies of a duly executed Assignment and Assumption Agreement ("Operating Agreement Assignment Agreement") wherein Seller shall assign to Purchaser, and Purchaser shall assume, Seller's interest in the Operating Agreements, to the extent assignable, and Purchaser shall indemnify Seller and hold Seller harmless from and against any resolutions required and all claims pertaining to duly authorize the Operating Agreements arising from and approve after the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated TransactionClosing; (e) The duly executed opinion the Leases which are still in effect as of Closing and any new leases entered into pursuant to this Agreement; and a current listing of any tenant security deposits and prepaid rents held by Seller with respect to the Property; (f) copies of all Operating Agreements relating to the Property; (g) a Certification Statement from the Department of Licenses and Inspections of the Sellers' counselCity of Philadelphia regarding outstanding notices of violations and the legality or illegality of the existing use; (h) copies of all transferable warranties and guarantees then in effect, dated if any, with respect to the Improvements or any repairs or renovations to the Improvements and Personal Property; (i) copies of books and records at or relating to the Property held by or for the account of Seller, including without limitation, plans and specifications and lease applications, to the extent available; (j) a Seller's Title Company Affidavit in the form attached hereto as Exhibit 4.1(j) (the "Affidavit"); (k) a certificate of Seller to the effect that the representations and warranties of Seller set forth in Section 5.1 are true and correct in all material respects as of the Closing Date Closing, or setting forth any material respect in which any thereof is not true and addressed to the Buyer correct; ("Sellers' Opinion"), l) partnership and corporate authorizations for Seller in form and substance as set forth reasonably satisfactory to Purchaser; (m) an incumbency affidavit for Seller in form and substance reasonably satisfactory to Purchaser; (n) tenant notice letters in the form annexed to this Agreement attached hereto as Exhibit C and subject to 4.1(n); (o) A FIRPTA affidavit in the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellersform attached hereto as Exhibit 4.1(o); and (fp) Such other instrument and documents, as instruments or other papers or things necessary to carry out the Buyer and the Buyer's counsel reasonably deem necessary obligations of Seller hereunder, provided such do not impose any liability or desirable obligation upon Seller in order to consummate the Contemplated Transaction, including without limitation evidence excess of the Sellers having taken all steps required liabilities and obligations they have agreed to be taken by them prior bear pursuant to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingthis Agreement.

Seller’s Deliveries at Closing. At On the Closing terms and unless otherwise waived subject to the conditions set forth in writing by this Agreement, at the BuyerClosing, Sellers will deliver, or cause to be delivered, to Buyers and/or the Escrow Agent (where specified below), the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill of Salecertificates representing (i) the DIIG Equity Interests, duly executed endorsed for transfer and notarized by XeQute(ii) without duplication, all outstanding Equity Interests in the Transferred Companies; (b) All Third Party Consents (i) one or more Bills of Sale, Assignment, and Assumption Agreements in the release form of all Liens on Exhibit C (the Assets by Bills of Sale, Assignment, and Assumption Agreements”) and (ii) one or more Patent Assignment Agreements, Trademark Assignment Agreements, Copyright Assignment Agreements, and Domain Name Assignment Agreements in the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute;forms of (c) The Sellers' Officer's CertificatesExhibits X-0, X-0, X-0, and D-4, respectively (collectively, the “IP Assignment Agreements”), collectively effecting the transactions contemplated by Sections 2.2(b) and 2.2(c) (Purchase and Sale of DIIG Equity Interests, DQ Valuation Assets, and Luxco IP Assets) and Section 2.3 (Assumption of Liabilities), each duly executed on behalf of Vertex and XeQuteby Sellers and/or their applicable Subsidiaries; (d) Certified copies (i) a Transition Services Agreement in the form of any resolutions required to Exhibit E (the “Buyer Transition Services Agreement”), duly authorize executed by Sellers and/or their designated Subsidiaries, and approve (ii) a Transition Services Agreement in the Contemplated Transaction and form of Exhibit F (the execution“Seller Transition Services Agreement”), performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be duly executed and performed by the Sellers in connection with the Contemplated Transactionand/or their designated Subsidiaries; (e) The (i) a Patent License Agreement in the form of Exhibit G (the “Patent License Agreement”), duly executed opinion by Sellers and/or their applicable Subsidiaries, and (ii) a Master Services and License Agreement in the form of Exhibit H (the Sellers' counsel“Master Services and License Agreement”), duly executed by Sellers and/or their designated Subsidiaries; (f) the Escrow Agreement (to be delivered to both Buyers and the Escrow Agent); (g) a certificate, dated as of the Closing Date and addressed Date, signed by appropriate representatives of Sellers to the Buyer ("Sellers' Opinion"effect that the conditions in Sections 6.2(a), in form 6.2(b), and substance as set forth 6.2(c) (Conditions Precedent to Buyers' Obligation to Close), have been satisfied; (h) certificates substantially in the form annexed to this Agreement as Exhibit C provided for in Treasury Regulation sections 1.1445-2(c)(3) and subject 1.897-2(h) (including notice to the standard exceptions IRS), certifying that interests in DIIG I and New DIIG III are not United States real property interests; (i) the written resignations, effective as of the Effective Time of Closing, of such of the directors and officers of the Transferred Companies as are designated by Buyers in writing by no later than ten (10) days prior to the Closing Date; (j) that portion of the third-party consents for the Contractual Obligations set forth in Sellerson Schedule 2.6(i) that represent (A) seventy-five percent (75%) of aggregate revenues arising out of such Contractual Obligations for the MSB Business for the Business' Opinion. In rendering Sellersfiscal year 2012, (B) seventy-five percent (75%) of aggregate revenues arising out of such Contractual Obligations for the DQ Business for the Business' Opinionfiscal year 2012, (C) seventy-five percent (75%) of the Sellerscosts arising out of such Contractual Obligations for the MSB Business for the Business' counsel may rely upon certificates fiscal year 2012, and (D) seventy-five percent (75%) of governmental officials the costs arising out of such Contractual Obligations for the DQ Business for the Business' fiscal year 2012; (k) the Payoff Letters and may place reasonable reliance upon certificates Lien releases required by Section 5.19 (Repayment of Debt); (l) the Shareholder Approval; (m) a certificate, dated as of the Closing Date, signed by an authorized officer of each of the Sellers, attesting to: (i) the completion of all necessary corporate action by Sellers to execute and deliver this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby, and including copies of all corporate resolutions with respect thereto; and (fii) Such other instrument and documentsthe good standing (or similar) certificates (excluding tax good standing certificates, as which are the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence subject of Section 5.1(b) (Access; Investigation; Cooperation)) of each of the Sellers having taken all steps required Transferred Companies with respect to such entity's jurisdiction of formation and each other jurisdiction in which it is qualified to do business, and including copies of such good standings dated within ten (10) days of the Closing Date; and (n) copies of any minute books, stock books, corporate seals, and other material corporate records of the Transferred Companies that are in Sellers' possession and that can be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance provided with the coverage described therein and paid the premium for same at the Closingcommercially reasonable efforts.

Seller’s Deliveries at Closing. At Closing the Closing and unless otherwise waived in writing by the Buyer, the Sellers Seller shall deliver to the Buyer (a) evidence satisfactory to the Buyer, acting reasonably, that (i) the Company has divested itself of the Divested Assets, and (ii) the Archean Unanimous Shareholders’ Agreement and the Adjustment Agreement have been terminated; (b) the Purchased Shares, duly registered in the name of the Buyer, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities; (c) an agreement to indemnify the Buyer for and in respect of 50% of those liabilities and obligations of the followingCompany, each VBHC and LNRLP to the extent of VBHC’s interest therein, including without limitation, liabilities for Taxes, net of any applicable refunds of Taxes, but including any interest payable, pertaining to the time period prior to Closing, including as to the Divesting Transactions; (d) a certificate of the Seller confirming that all of the Seller’s representations and warranties herein are true as of the Closing Date; (e) such certificates and opinions of counsel to the Seller as may be reasonably requested by the Buyer’s counsel in connection with the transactions contemplated by this Agreement which agreements, certificates and opinions shall be in a form reasonably acceptable and substance satisfactory to the Buyer (collectivelyBuyer’s counsel, "Sellers' Closing Documents"): (a) The Bill of Saleincluding without limitation, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed an opinion of counsel to the Sellers' counsel, dated as of the Closing Date and Seller addressed to the Buyer and the underwriters pursuant to the Initial Public Offering and their respective counsel with respect to items 5.1 ("Sellers' Opinion"a) through (j), in form and substance such other matters as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' Buyer’s counsel may rely upon shall reasonably require; (f) certificates of governmental officials and may place reasonable reliance upon certificates status or the equivalent of each of the SellersCompany, VBHC and LNRLP; and (fg) Such other instrument resignations and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence releases for all of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI officers and Article VII hereof, including evidence directors of having obtained directors the Company and officers liability insurance with the coverage described therein and paid the premium for same at the ClosingVBHC.

Seller’s Deliveries at Closing. At In addition to the Closing and unless otherwise waived in writing by other things required to be done hereby, at the BuyerClosing, the Sellers Company shall deliver deliver, or cause to the Buyer be delivered, to Purchaser the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill a certificate dated the Closing Date and validly executed on behalf of Sale, duly executed and notarized by XeQuteeach Seller to the effect that the conditions set forth in Section 7.3(a) have been satisfied; (b) All Third Party Consents and a legal opinion of outside counsel to the release of all Liens on Company, dated the Assets by Closing Date, addressed to Purchaser, in the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQuteform attached as Exhibit B hereto; (c) The Sellers' Officer's Certificatesall documents, certificates and agreements necessary to transfer to Purchaser good and marketable title to the Assets, free and clear of any and all Encumbrances thereon, including: (i) a duly executed on behalf of Vertex Assignment and XeQuteAssumption Agreement, in customary form mutually agreeable to the parties; (dii) Certified copies assignments of all Assumed Contracts, Intellectual Property and any resolutions required other agreements and instruments constituting Assets, dated the Closing Date, assigning to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery Purchaser all of this Agreement, Sellers' Closing Documents right, title and of all of the other documents to be executed interest therein and performed by the Sellers in connection thereto, with the Contemplated Transaction;any required consent endorsed thereon; and (eiii) The duly executed opinion an assignment of the Sellers' counsellease, dated as of the Closing Date and addressed Date, with respect to the Buyer ("Sellers' Opinion")each Assumed Lease, in form reasonably acceptable to Purchaser, together with any necessary transfer declarations or other filings (and substance as set forth in the recordable form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellersif required by Purchaser); and (fd) Such other instrument and documentscertified copies of all orders of the Bankruptcy Court pertaining to the Contemplated Transactions, as including the Buyer 363 Order and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction365 Order, including without limitation and evidence of the Sellers having taken entry of all steps required to be taken by them prior to such orders on the docket of the Chapter 11 case and of the absence of any pending appeal or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium motion for same at the Closingrehearing or reconsideration.

Seller’s Deliveries at Closing. At In addition to the Closing and unless otherwise waived in writing by other things required to be done hereby, at the BuyerClosing, the Sellers Company shall deliver deliver, or cause to the Buyer be delivered, to Purchaser the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): : (a) The Bill of Sale, duly executed a certificate dated the Closing Date and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly validly executed on behalf of Vertex each Seller to the effect that the conditions set forth in Section 7.3(a) have been satisfied; (b) a legal opinion of outside counsel to the Company, dated the Closing Date, addressed to Purchaser, in the form attached as Exhibit B hereto; (c) all documents, certificates and XeQute; (d) Certified copies agreements necessary to transfer to Purchaser good and marketable title to the Assets, free and clear of any resolutions required to and all Encumbrances thereon, including: (i) a duly authorize executed Assignment and approve the Contemplated Transaction and the execution, performance and delivery of this Assumption Agreement, in customary form mutually agreeable to the parties; (ii) assignments of all Assumed Contracts, Intellectual Property and any other agreements and instruments constituting Assets, dated the Closing Date, assigning to Purchaser all of Sellers' Closing Documents right, title and interest therein and thereto, with any required consent endorsed thereon; and (iii) an assignment of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsellease, dated as of the Closing Date and addressed Date, with respect to the Buyer ("Sellers' Opinion")each Assumed Lease, in form reasonably acceptable to Purchaser, together with any necessary transfer declarations or other filings (and substance as set forth in recordable form if required by Purchaser); and (d) certified copies of all orders of the form annexed to this Agreement as Exhibit C and subject Bankruptcy Court pertaining to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' OpinionContemplated Transactions, including the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer 363 Order and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction365 Order, including without limitation and evidence of the Sellers having taken entry of all steps required to be taken by them prior to such orders on the docket of the Chapter 11 case and of the absence of any pending appeal or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium motion for same at the Closingrehearing or reconsideration.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Closing, Seller will deliver or cause to be delivered to Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill A Xxxx of Sale, duly executed Sale in the form attached as Exhibit A-1 and notarized by XeQute;Assignment and Assumption Agreement in the form attached as Exhibit A-2; 22624132-v3 (b) All Third Party Consents and A Manager Certificate in the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, form attached as Exhibit B duly executed by XeQute; (c) The Sellers' Officer's Certificates, a duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all authorized Manager of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counselCompany, dated as of the Closing Date Date, certifying to the (i) organizational documents of the Seller (including the current limited liability company agreement and addressed all amendments thereto), (ii) a certificate of good standing of the Seller issued by the Secretary of State of its organization within ten (10) days prior to the Closing Date, including a certified certificate of incorporation or comparable organizational document of Seller, (iii) the resolutions adopted by all of the manager(s) and members of the Seller authorizing Seller’s execution of this Agreement and the transactions contemplated hereby, and (iv) the incumbency of the manager of Seller executing this Agreement and the other transaction documents contemplated hereby by or on behalf of the Seller; (c) Non-Disclosure and Non-Compete Agreements executed by Seller, Principals, and any non-Principal owners of Seller, in the form attached as Exhibit C; (d) An Assignment of Intangible Assets and Intellectual Property Agreement executed by Seller in the form attached as Exhibit D (the “IP Assignment”); (e) A countersigned copy of the employment agreements between Buyer and each of the Principals, respectively, in the forms attached hereto as Exhibit E-1, E-2, and E-3 (collectively, the “Employment Agreements”); (f) a Form W-9 duly executed by Seller; (g) a clearance certificate or similar document(s) with respect to the relevant state and local tax jurisdictions in which the Seller is conducting the Business or holding any Assets; (h) an executed payoff letter in a form as is acceptable to the Buyer in its reasonable discretion for all Indebtedness ("Sellers' Opinion"other than Assumed Indebtedness and for the PPP Loan, but including the EIDL Loan), which include a per diem interest amount and an authorization (upon payment of such Indebtedness) to file all UCC termination statements and releases necessary to evidence satisfaction and termination of such Indebtedness and to enable the release of any Liens relating thereto, along with wire transfer instructions for each holder of such Indebtedness; (i) a counterpart to the Funds Flow executed by Seller and Principals; (j) Intentionally omitted; 22624132-v3 (k) Intentionally omitted; (l) An executed Escrow Agreement executed by Seller and Escrow Agent; (m) A final copy of the Working Capital Example; (n) Executed copies of all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person listed in Schedule 3.10(c), including without limitation the consent of the landlord under any Lease, which consent shall be obtained at Seller’s sole cost and expense; (o) The Estimated Closing Statement; (p) A copy of the fully executed PPP Loan Escrow Agreement by Seller and PPP Lender, and evidence reasonably satisfactory to Buyer that the escrow account for the PPP Loan is fully funded as required under SBA guidance and the PPP Lender has consented to the transactions contemplated by this Agreement; (q) a non-foreign affidavit dated as of the Closing Date from the Seller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” as set forth defined in Section 1445 of the form annexed to this Agreement as Exhibit C and subject Code (a “FIRPTA Certificate”); (r) The Financial Statements, to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellersextent not already provided; and (fs) Such other instrument documents and documentsinstruments as may be reasonably requested to effect the transactions contemplated hereby. Simultaneously with such deliveries, Seller shall use commercially reasonable efforts to take such steps as the are necessary to put Buyer in actual possession and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence control of the Sellers having taken all steps required to be taken by them prior to or Assets at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver have delivered to Purchaser the Buyer the followingfollowing documents, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly properly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date by Sellers or one of the Acquired Companies, as appropriate, and addressed to by the Buyer ("Sellers' Opinion")applicable counter-party, and in a form and substance reasonably acceptable to Purchaser: (a) certificates representing all of the issued and outstanding capital stock of Cogenics (other than those that are in book-entry form), endorsed in blank (or accompanied by stock powers executed in blank or by other duly executed instruments of transfer); (b) A duly executed stock transfer form for all of the issued and outstanding capital stock of CGE; (c) certificates dated as set forth in the form annexed to this Agreement as Exhibit C and subject of a date not more than fifteen (15) days prior to the standard exceptions set forth Closing Date as to the good standing (with respect to jurisdictions that recognize such concept) of Sellers and Cogenics, issued by the appropriate Governmental Entity of each jurisdiction in which the Sellers and Cogenics are organized and are qualified to do business and an excerpt from the Commercial Register for Epidauros; (d) certificates dated as of a date not more than fifteen (15) days prior to the Closing Date as to the registration and solvency statement of CGE, issued by the appropriate Governmental Entity; (e) a Secretary’s Certificate providing: (i) the certificate of incorporation and bylaws, or similar organizational documents, of Sellers and the Acquired Companies, (ii) incumbency of the executive officers of Sellers' Opinion. In rendering Sellers' Opinion, and (iii) a copy of the Sellers' counsel may rely upon certificates resolutions of governmental officials and may place reasonable reliance upon certificates the board of directors of each of the Sellers, and each of the Acquired Companies approving this transaction; (f) Sellers’ Closing Certificate; (g) Sellers’ Release; (h) a duly executed copy of the IP License Agreement; (i) the Books and Records of each of the Acquired Companies, including minute books and all stock registers, corporate seals and related materials; (j) all consents, notices, or other appropriate evidence of satisfaction of the conditions set forth on Schedule 2.2(j); (k) a duly executed copy of the Transition Services Agreement; (l) legal opinions of Xxxxxx Godward Kronish, LLP, counsel to Parent; XxXxxxxxx Will and Xxxxx Rechtsanwälte Steuerberater LLP, German counsel to Parent and legal opinion of Franklin, société d’advocats, French counsel to Parent; (m) legal opinion of De Brauw Blackstone Westbroek New York, counsel to BV; (n) a duly executed tax declaration (Cerfa 2759) for the transfer of the Purchased Securities relating to CGE; (o) the resignation of each of the directors and officers of the Acquired Companies set forth on Schedule 2.2(o); (p) from each holder of Debt listed on Schedule 1.1(b) evidence satisfactory to Purchaser that (i) the Debt has been fully paid and satisfied (including all accrued interest, prepayment penalties, early termination fees or other obligations), or otherwise fully discharged and (ii) (A) all Liens securing the Debt have been released and terminated and (B) all related UCC financing statements have been terminated or, in any case described in (A) or (B) above, arrangements reasonably satisfactory to Purchaser shall have been made; (q) the certificates of insurance and endorsements required by Section 5.9(b); (r) a duly executed Escrow Agreement; and (fs) Such such other instrument documents and documents, certificates as the Buyer and the Buyer's counsel Purchaser shall reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingrequest.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the BuyerClosing, the Sellers Seller shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill of Sale, duly executed and notarized by XeQuteWarrant; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQuteThe General Assignment; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQutePatent Assignment; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated TransactionThe Trademark Assignment; (e) The duly executed opinion Copyright Assignment; (f) The Third Party IP Licensor Consent and Waiver; (g) The Landlord Consent and Waiver (subject to Section 2.12(b)); (h) The Noncompetition Agreement; (i) All material consents and approvals by third-parties to the assignment of the Sellers' counselapplicable Purchased Contracts, dated including those set forth on Schedule 3.19, all on terms and conditions no less favorable to Seller than those in existence as of the Closing Date date hereof; (j) All material authorizations and addressed approvals received and other Governmental Permits received in connection with the transfer of the Subject Business and the Purchased Assets to Buyer and the consummation of the transactions contemplated hereby; (k) Releases of all Liens affecting or applicable to the Buyer Subject Business or any of the Purchased Assets; ("Sellers' Opinion")l) Possession of all of the Purchased Assets; (m) Certified copies of the Certificate of Incorporation and By-laws of Seller and the resolutions of Seller’s board of directors authorizing the execution, in form delivery and substance as set forth in the form annexed to performance of this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' OpinionAgreement, the Sellers' counsel may rely upon certificates of governmental officials Warrant and may place reasonable reliance upon certificates the other Transaction Documents and approving the consummation of the Sellerstransactions contemplated hereby and thereby; (n) Certificate of the Secretary of State of Delaware stating that Seller is in good standing; and (fo) Such other instrument and documents, documents or instruments as Buyer may reasonably request to effect the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingtransactions contemplated hereby.

Seller’s Deliveries at Closing. At Seller and the Shareholders, as applicable, shall at the Closing execute and unless otherwise waived in writing by the Buyerdeliver, or cause to be executed and delivered, to Buyer and/or USDATA, as appropriate, the Sellers shall deliver following: (a) a Bill xx Sale conveying in the aggregate all of the Equipment, Intellectual Property and Records, and any other personal property included in the Purchased Assets, in the form attached as Exhibit 3.2(a); (b) an Assignment and Assumption Agreement, substantially in the form attached as Exhibit 3.2(b), with respect to the Buyer Equipment Leases and Contracts; (c) an estoppel and consent certificate (dated not more than 30 days prior to the following, Closing Date) from each landlord under a Real Property Lease reasonably acceptable in form to Buyer; (d) a nondisturbance agreement and an assignment of which shall be each Real Property Lease conveying title to each Real Property Lease in accordance with this Agreement in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated TransactionBuyer; (e) The assignments, each in form satisfactory to Buyer, of all Intellectual Property from Seller to Buyer and rights to all Third Party Intellectual Property (together with written consents of the owners thereof to such assignment and use) (other than the Excluded Contracts); (f) all consents that are required from parties to the Non-Assignable Contracts; (g) true, correct and complete copies of Seller's Certificate of Incorporation and all amendments thereto, duly certified as of a recent date by the Secretary of State of Idaho; (h) a certificate of the Secretary of State of Idaho, dated as of a recent date, duly certifying as to the existence and good standing of Seller as a corporation under the laws of Idaho; (i) a certificate duly executed opinion by an officer of Seller that certifies (i) the due adoption by the directors and by the Shareholders of Seller of corporate resolutions attached to such certificate authorizing the transactions and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) that the copy of the Sellers' counselBylaws (as defined in Section 4.3) of Seller attached to such certificate is a true and correct copy of such Bylaws and that such Bylaws have not been amended except as reflected in such copy; (j) a certificate duly executed by an officer of Seller, dated as of the Closing Date, that certifies that the representations and warranties of Seller contained in this Agreement are true and correct as of the Closing Date and addressed that Seller has performed and complied with all covenants and conditions required by this Agreement to be performed and complied with by any of them at or prior to Closing; (k) original copies of all Real Property Leases, Contracts and Equipment Leases and all amendments, supplements or modifications thereto; (l) all of Seller's books and records constituting a part of the Purchased Assets, including, without limitation, the Records; (m) possession or constructive possession of the Purchased Assets; (n) such documents necessary to release the Purchased Assets from all liens, claims and encumbrances not expressly assumed hereunder; (o) supplements to the Buyer Schedules hereto showing any changes thereto which have occurred between the date of this Agreement and the Closing Date; ("Sellers' Opinion"p) the opinion of Seller's counsel substantially in the form of Exhibit 3.2(p); (q) such other agreements, documents and/or instruments, including such specific releases, assignments, bills of sale and other instruments of conveyance and transfer, in form and substance acceptable to Buyer, USDATA and their counsel, as may be necessary to transfer, convey and deliver the Purchased Assets from Seller to Buyer and to vest in Buyer title thereto free and clear of all liens, claims and encumbrances (except as set forth in Section 2.5(a)(viii) and Section 4.4); (r) the Employment Agreements relating to the Shareholders referred to in Section 10.3(1) through (3), as applicable, and employment agreements with those individuals set forth on Schedule 3.2(r), in substantially the form annexed of Exhibit 10.3(4), including in each case the related Exhibit A; (s) the consent of Firstbank Northwest to this Agreement as Exhibit C assign and subject transfer the existing credit obligations of Seller to Buyer on terms that are satisfactory to Buyer, in its sole discretion and the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates release of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence related personal guarantees of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the ClosingShareholders.

Seller’s Deliveries at Closing. At the Closing closing of the transactions contemplated by this Agreement, and against receipt of the Estimated Purchase Price (defined below), Seller shall deliver or cause to be delivered, in form and substance satisfactory to Buyer (unless otherwise waived in writing by the Buyerpreviously delivered), the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):following items: (a) The Bill certificate or certificates representing the Membership Interests together with the Equity Interests (or other appropriate instruments evidencing MPP’s ownership), accompanied by powers duly endorsed in blank by Seller or accompanied by instruments of Sale, transfer duly executed and notarized by XeQuteSeller; (b) All Third Party Consents a certificate of incumbency and authority of the officers of Seller executing this Agreement and the release of all Liens on Transaction Documents, dated the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQutedate hereof; (c) The Sellers' Officer's Certificateswritten resignations, duly executed on behalf effective as of Vertex the Closing Date, from each of the officers and XeQutethe Manager of MPP and each of the Entities; (d) Certified copies written termination of the Management Agreement between MPP and Energy Group Management, LLC, including a specific release of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all obligations owed by MPP or any of the other documents Entities to be executed and performed by Energy Group Management, LLC (“EGM”) as of the Sellers in connection with Closing Date (the Contemplated Transaction“EGM Management Agreement”); (e) The duly executed opinion a certificate of an officer of Seller named in the Sellers' counsel, incumbency certificate dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion")Date, in form and substance reasonably satisfactory to Buyer, certifying as to the matters set forth in Sections 7.1(a), 7.1(b) and 7.1(c); (f) the LaSalle Loan Lien Releases, fully executed by representatives of LaSalle Bank; (g) A duly executed and acknowledged affidavit of each Seller, substantially in the form annexed to this Agreement attached hereto as Exhibit C A, stating that such Seller is not a “foreign person” as defined in Section 1445 of the Code; (h) The Assumption Agreement, executed by Seller; (i) The Transition Services Agreement, executed by Seller and subject by EGM; (j) The Non-Compete and Non-Solicitation of Employees Agreement, executed by Seller and by each of Rxx Xxxxxxxx and Mxxxxxx Xxxxxxxxx; (k) documentation providing for the transfer of the Employee Plans, including all medical benefit plans and the MPP 401(k) Plan from MPP to Seller, so that, in the case of the medical and disability Employee Plans, the same will be administered by Seller on behalf of former employees and Employees that are not hired by DCP, and in the case of the MMP 401(k) Plan, pending its termination and distribution of plan accounts and assets to the standard exceptions set forth Employees as provided in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the SellersSection 5.3(b); and (fl) Such other instrument as to each Bank Account, amended or replacement signature cards that terminate the authority of all non-Buyer employees or agents to deal with each Bank Account, and documentsauthorizing certain Buyer employees or agents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them communicated 5 days prior to or at the Closing under Article VI and Article VII hereofDate, including evidence of having obtained directors and officers liability insurance to manage funds associated with the coverage described therein and paid the premium for same at the Closingeach Bank Account.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the BuyerClosing, the Sellers Seller shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): Buyer: (a) The Bill a special warranty deed (the "Deed") in the form attached hereto as Exhibit "B", incorporating the Joint Access Agreement described in Section 18 of Sale, duly executed this Agreement and notarized by XeQute; conveying nonexclusive easement rights in the Rail Easement appurtenant to the Land; (b) All Third Party Consents and a nonforeign status affidavit executed by Seller; (c) evidence satisfactory to Title Company of the release authority of all Liens Seller or anyone executing documents on behalf of Seller to consummate the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, transactions contemplated herein; (d) a closing statement duly executed by XeQute; Seller setting forth the prorations and adjustments required herein; (ce) The Sellers' Officeran assignment of warranties and guaranties (without recourse to or warranty by Seller) for the Seller's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all Improvements issued by contractors and/or suppliers employed by Seller in construction of the Seller's Improvements (it being acknowledged that Buyer has not relied on, and will not rely on, any representation, warranty, or covenant of Seller pertaining to the Seller's Improvements in purchasing the Property, other documents than those expressly provided in Section 7 herein or Section 3 of Exhibit "C"), to be executed the extent and in the manner provided in Exhibit "C," (f) releases of mechanics and materialmen's liens for construction work performed by the Sellers in connection with Seller's Improvements, based upon the Contemplated Transaction; (e) The duly executed opinion General Contractor's identification of the Sellers' counselsubcontractors and materials suppliers performing labor, dated as of the Closing Date and addressed or supplying materials, or a bond in form satisfactory to the Title Company to indemnify the Buyer ("Sellersagainst any mechanics' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and or materialmen's liens which are subject to dispute at the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, time of Closing; and (g) such other documents as may be reasonably requested by the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as Title Company or the Buyer and to effectuate the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken transaction contemplated by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closingthis Agreement.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver or prior to the purchase and sale of the Acquired Assets (the "Closing") on the date hereof (the "Closing Date"), Seller has delivered or caused to be delivered to Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):following instruments and documents: (a) The an executed counterpart of the Bill of xx Sale, duly executed and notarized by XeQuteattached hereto as Exhibit B ("Bill xx Sale"); (b) All Third Party Consents and an executed counterpart of each assignment related to the release of all Liens on Assumed Contracts or copyrights, trademarks or patents included in the Assets by Acquired Intellectual Property attached hereto as Exhibit C (the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute"Assignments"); (c) The Sellers' Officera certificate of the Secretary of Parent, relating to the charter documents of Parent, the incumbency and authority of Parent's Certificatesofficers who are executing this Agreement or any of the documents contemplated by this Agreement, duly executed on behalf and resolutions of Vertex and XeQuteBuyer's board of directors with respect to the transactions contemplated by this Agreement in the form attached as Exhibit D hereto; (d) Certified copies a certificate of the Secretary of Sub, relating to the charter documents of Sub, the incumbency and authority of Sub's officers who are executing this Agreement or any resolutions required to duly authorize and approve of the Contemplated Transaction and the execution, performance and delivery of documents contemplated by this Agreement, Sellers' Closing Documents and resolutions of all Buyer's board of directors with respect to the other documents to be executed and performed transactions contemplated by this Agreement in the Sellers in connection with the Contemplated Transactionform attached as Exhibit D hereto; (e) The duly executed opinion any required consents of the Sellers' counselParent and Sub boards of directors, dated as of the Closing Date and addressed stockholders or governmental authorities with respect to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to transactions contemplated by this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; andAgreement; (f) Such other instrument copies of unaudited financial information indicating the revenue recognized in accordance with generally accepted accounting principles and documents, as recorded for fiscal year 2001 related to the Buyer Acquired Software and an estimate of expenses related to certain employees of Seller associated with the BuyerAcquired Software; (g) written releases of all Security Interests in the Acquired Assets listed on Schedule 3.1(g) hereto. (h) an opinion of Seller's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence form of Exhibit E hereto; (i) an executed copy of the Sellers having taken Escrow Agreement; (j) appropriate documentation filed with all steps required organizations or entities as may be necessary to be taken by them prior to or at Closing under Article VI and Article VII hereofeffect transfer of all domain names included within the Acquired Assets, including evidence including, without limitation, www.xxxxxxxx.xxx (xxe "NeoVista Website"); (k) each of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.employees of Seller listed on Schedule 3.1

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the BuyerClosing, the Sellers Seller shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill Any Xxxx of SaleSale document reasonably requested by the Buyer evidencing the transfer of any tangible assets transferred hereby and such deeds (together with affidavits of title), duly executed assignments, certificates of title, and notarized by XeQuteother instruments of conveyance as Buyer shall reasonably require to convey to Buyer the Norton Assets, including, without limitation, assignments of any Proprietary Rights included in the Norton Assets; (b) All Third Party Consents and A fully executed Subscription Agreement in the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQuteform attached hereto as Exhibit 2.1; (c) The Sellers' Officer's CertificatesAny consents from third required to permit Buyer to obtain the benefits of all the Norton Assets under the same terms and conditions as are applicable to Seller and to prevent a breach of any agreement or security interest relating to the Norton Assets. In addition, duly executed on behalf Seller shall deliver to Buyer, from time to time, such documentation as Buyer may reasonably request to assure Buyer the benefit of Vertex and XeQuteany of the Norton Assets for which consents were not required; (d) Certified copies A certificate executed by the President or Secretary of Seller, in form satisfactory to Buyer and the Buyer's counsel, setting forth the resolutions adopted by the Board of Directors and shareholders of Seller authorizing the execution of this Agreement and the taking of any resolutions required and all actions deemed necessary or advisable to duly authorize and approve consummate the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transactiontransactions contemplated hereby; (e) The duly executed opinion books and records of the Sellers' counselBusiness, dated as which may be delivered by Seller at an alternative location to the location of the Closing Date upon the written agreement of Seller and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; andBuyer; (f) Such All other instrument and documents, as the instruments and writings required by this Agreement or reasonably requested by Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken delivered at Closing; and, Seller further agrees, before, at and after the closing upon reasonable request by them prior Buyer, and without additional consideration, to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with execute any additional documentation reasonably necessary to transfer the coverage described therein and paid the premium for same at the ClosingNorton Assets to Buyer.

Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Closing, Seller will deliver or cause to be delivered to Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):: (a) The Bill A Xxxx of Sale, duly executed Sale in the form attached as Exhibit A-1 and notarized by XeQute;Assignment and Assumption Agreement in the form attached as Exhibit A-2; 22624134-v3 (b) All Third Party Consents and A Manager Certificate in the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, form attached as Exhibit B duly executed by XeQute; (c) The Sellers' Officer's Certificates, a duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all authorized Manager of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counselCompany, dated as of the Closing Date Date, certifying to the (i) organizational documents of the Seller (including the current limited liability company agreement and addressed all amendments thereto), (ii) a certificate of good standing of the Seller issued by the Secretary of State of its organization within ten (10) days prior to the Closing Date, including a certified certificate of incorporation or comparable organizational document of Seller, (iii) the resolutions adopted by all of the manager(s) and members of the Seller authorizing Seller’s execution of this Agreement and the transactions contemplated hereby, and (iv) the incumbency of the manager of Seller executing this Agreement and the other transaction documents contemplated hereby by or on behalf of the Seller; (c) Non-Disclosure and Non-Compete Agreements executed by Seller, Principals, and any non-Principal owners of Seller, in the form attached as Exhibit C; (d) An Assignment of Intangible Assets and Intellectual Property Agreement executed by Seller in the form attached as Exhibit D (the “IP Assignment”); (e) A countersigned copy of the employment agreements between Buyer and each of the Principals, respectively, in the forms attached hereto as Exhibit E-1, E-2, and E-3 (collectively, the “Employment Agreements”); (f) a Form W-9 duly executed by Seller; (g) a clearance certificate or similar document(s) with respect to the relevant state and local tax jurisdictions in which the Seller is conducting the Business or holding any Assets; (h) an executed payoff letter in a form as is acceptable to the Buyer in its reasonable discretion for all Indebtedness ("Sellers' Opinion"other than Assumed Indebtedness and for the PPP Loan, but including the EIDL Loan), which include a per diem interest amount and an authorization (upon payment of such Indebtedness) to file all UCC termination statements and releases necessary to evidence satisfaction and termination of such Indebtedness and to enable the release of any Liens relating thereto, along with wire transfer instructions for each holder of such Indebtedness; (i) a counterpart to the Funds Flow executed by Seller and Principals; (j) Intentionally omitted; 22624134-v3 (k) Intentionally omitted; (l) An executed Escrow Agreement executed by Seller and Escrow Agent; (m) A final copy of the Working Capital Example; (n) Executed copies of all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person listed in Schedule 3.10(c), including without limitation the consent of the landlord under any Lease, which consent shall be obtained at Seller’s sole cost and expense; (o) The Estimated Closing Statement; (p) A copy of the fully executed PPP Loan Escrow Agreement by Seller and PPP Lender, and evidence reasonably satisfactory to Buyer that the escrow account for the PPP Loan is fully funded as required under SBA guidance and the PPP Lender has consented to the transactions contemplated by this Agreement; (q) a non-foreign affidavit dated as of the Closing Date from the Seller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” as set forth defined in Section 1445 of the form annexed to this Agreement as Exhibit C and subject Code (a “FIRPTA Certificate”); (r) The Financial Statements, to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellersextent not already provided; and (fs) Such other instrument documents and documentsinstruments as may be reasonably requested to effect the transactions contemplated hereby. Simultaneously with such deliveries, Seller shall use commercially reasonable efforts to take such steps as the are necessary to put Buyer in actual possession and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence control of the Sellers having taken all steps required to be taken by them prior to or Assets at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.