Common use of Closing Deliverables Clause in Contracts

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Buyer shall deliver deliver, or cause to Holdings be delivered, the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at Escrow Agent, amounts equal to the time of ClosingAdjustment Escrow Amount and the Indemnity Escrow Amount, in accordance with the terms and conditions hereof and in the Escrow Agreement; (ii) a certificateto each Seller, dated an amount equal to such Seller’s Closing Payment, in accordance with the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions wire instructions for such Seller as set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedon the Allocation Schedule; (iii) to the Seller Representative, (A) a certificate counterpart of the Secretary Escrow Agreement, duly executed by Buyer; (or equivalent officerB) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted certificate referred to in Section 8.2(a), duly executed by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyBuyer; (iv) to each counterparty or holder of Indebtedness identified on the Preliminary Closing Statement as “Payoff Indebtedness”: (A) in the case of Vulcan, the number of Series E Preferred Units (rounded down to the nearest whole share) equal to the Vulcan Contingent Interest Contribution Amount divided by the Series E Preferred Unit Value Per Share, and in the case of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the number of Series E Preferred Units (rounded down to the nearest whole share) equal to the ▇▇▇▇▇▇▇▇▇ Note Contribution Amount divided by the Series E Preferred Unit Value Per Share, in exchange for the contribution of a certificate portion of the Secretary Vulcan Contingent Interest and ▇▇▇▇▇▇▇▇▇ Promissory Note, respectively, to the Buyer; and (B) the amount(s) payable to such counterparty or equivalent officer) of holder, as specified in the Target Company certifying Debt Payoff Letters and identified next to such holder’s name on the names Estimated Closing Statement and signatures of the officers of the Target Company authorized to sign in accordance with this Agreement; provided, that in the Ancillary Documents case of Vulcan and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, such amount shall be reduced by the Vulcan Contingent Interest Contribution Amount and the other documents to be delivered hereunder and thereunder▇▇▇▇▇▇▇▇▇ Note Contribution Amount, respectively; (v) to each Person who is owed a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority portion of the jurisdiction under Estimated Transaction Expenses: (A) with respect to each Estimated Transaction Expense other than the Laws ICU Equivalent Cash Bonus Payments, the amount sufficient to pay such Estimated Transaction Expense, as specified in which the Target Company is organizedTransaction Expenses Payoff Instructions and in accordance with this Agreement; and (B) with respect to each ICU Equivalent Cash Bonus Payment, the amount sufficient to pay such ICU Equivalent Cash Bonus Payment, as specified in Schedule 1.1(b) and in accordance with this Agreement, shall be deposited with the applicable Enhanced Entity to be paid on the Closing Date in accordance with the applicable Enhanced Entity’s payroll practices; (vi) to each Rollover Seller, (A) the Consideration Spreadsheet contemplated number of Series E Preferred Units (rounded down to the nearest whole share) equal to that portion of the Rollover Units Value specified next to such Rollover Seller’s name on Schedule 2.3(a)(vi) divided by the Series E Preferred Unit Value Per Share; and (B) counterparts of the Buyer LLC Agreement and the Equityholders Agreement, duly executed by Holdings, Buyer and the other “Preferred Unitholders” party thereto, and in Section 2.6the case of the Buyer LLC Agreement, Keystone Capital XXX LLC (“Keystone”); (vii) to the FIRPTA StatementSeller Representative, an amount equal to the Seller Representative Expense Amount, in accordance with wire instructions provided by the Seller Representative; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, a counterpart of the transactions contemplated ▇▇▇▇▇▇▇▇▇ Employment Agreement, duly executed by this AgreementECG NewCo. (b) At the Closing, Holdings the Sellers shall deliver deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered to the Buyer, the following: (i) executed transfer instruments in customary form related to the Purchased Interests owned or held by each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsSeller; (ii) stock certificates representing letters of resignation from the portion directors or managers, as applicable, of Holdings Equity allocated to the Blockers, ECP and ECG; (iii) a certificate of each Seller of the Blockers certifying that each Blocker is not, and has not been, a United States real property holding corporation, within the meaning of Section 897 of the Code, during the applicable period specified in Section 897(c)(1)(a)(ii) of the Code, which certificate complies with the requirements of Section 1445 of the Code (including an appropriate IRS notification letter); (iv) a certification of non-foreign status in accordance with U.S. Treasury Regulation Section 1.1445-2(b)(2) and Section 1446(f) of the Code from each of the Sellers other than the Trident Sellers, or to the extent that such Seller is disregarded as an entity from its parent, from such Seller’s Pro Rata Shareregarded owner; and (v) the certificates referred to in Section 8.3(a), duly executed by the Companies and the Sellers. (c) At the Closing, the Seller Representative shall deliver, or cause to be delivered to the Buyer, the following: (i) counterparts of the Escrow Agreement, duly executed by the Seller Representative; (ii) the Debt Payoff Letters, duly executed by each holder of Payoff Indebtedness; and (iii) certificates of good standing or the equivalent of recent date for each of the Blockers, ECG, and ECP from their respective jurisdictions of organization. (d) At the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, an individual, shall deliver, or cause to be delivered to the Buyer, the following: (i) counterparts of the ▇▇▇▇▇▇▇▇▇ Employment Agreement, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (ii) appropriate documents reasonably acceptable to the Buyer evidencing the contribution of a portion of the ▇▇▇▇▇▇▇▇▇ Promissory Note equal to the ▇▇▇▇▇▇▇▇▇ Note Contribution Amount to the Buyer in exchange for the Series E Preferred Units set forth in Section 2.3(a)(iv)(A), duly executed by the applicable parties to such documents. (e) At the Closing, Vulcan shall deliver, or cause to be delivered to the Buyer, appropriate documents reasonably acceptable to the Buyer evidencing the contribution of the entire Vulcan Contingent Interest equal to the Vulcan Contingent Interest Contribution Amount to the Buyer in exchange for the Series E Preferred Units set forth in Section 2.3(a)(iv)(A), duly executed by the applicable parties to such documents. (f) At the Closing, each Rollover Seller shall deliver, or cause to be delivered to the Buyer, counterparts of the Buyer LLC Agreement and the Equityholders Agreement, duly executed by each Rollover Seller. (g) All payments hereunder shall be made by wire transfer of immediately available funds in United States dollars to such account as shown in may be designated to the Consideration Spreadsheet;payor by the payee at least two Business Days prior to the applicable payment date.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Target Company shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have been satisfied; (iiiii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, (2) resolutions of the Target Company Stockholders approving the Merger and adopting this Agreement, and (3) the certificate of incorporation and bylaws, and all amendments thereto including, without limitation, all documents filed with the Secretary of State of Delaware to effect the Unassumed Indebtedness Conversion (the “Target Organization Documents”), (b) with respect to the resolutions of the Target Company Board and Target Company Stockholder, all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the Target Organizational Documents, such documents are in full force and effect and that no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iviii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viv) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (viv) the Consideration Spreadsheet contemplated in Section 2.62.16; (vi) the FIRPTA Statement; (vii) if applicable, the FIRPTA StatementPPP Escrow Agreement, duly executed by the Target Representative and the PPP Escrow Agent; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative Target Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller Target Company Stockholder in accordance with such SellerTarget Company Stockholder’s Pro Rata Share, as shown in the Consideration Spreadsheet; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of Holdings, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the board of directors and consents of the stockholders of Holdings, AIRO Group and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby (2) the certificate of incorporation and bylaws, and all amendments thereto of Holdings, AIRO Group and Merger Sub, (b) with respect to the resolutions, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the certificate of incorporation and bylaws, such documents are in full force and effect and that no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iv) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying the names and signatures of the officers of Holdings, AIRO Group and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) if applicable, the PPP Escrow Agreement, duly executed by Holdings; and (vi) such other documents or instruments as Target Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. The following deliveries shall be made at the applicable Closing: (a) At or prior to the Closing, the Seller Representative shall deliver or cause to Holdings be delivered to Buyer or the followingDeposit Escrow Agent, as applicable: (i) all stock certificates held by the Sellers representing the SharesEquity Interests to be transferred at such Closing, to the extent such Shares Equity Interests are certificated at certificated, and to the time of Closingextent such Equity Interests are not certificated, duly executed counterparts to assignment and assumption agreements effecting the assignment thereof; (ii) a certificatesubject to Section 2.5(d), dated the Closing Date and signed by a duly authorized officer Required Lender Consents in respect of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedLender Encumbered Properties to be transferred at such Closing; (iii) subject to Section 2.5(d), the Required Tenant Waivers in respect of the Tenant Encumbered Properties to be transferred at such Closing; (iv) subject to Section 2.5(d), evidence of the JV Redemptions in respect of the JV Encumbered Properties to be transferred at such Closing; (v) a duly executed copy of the Closing Statement applicable to such Closing, as agreed upon between the Parties, pursuant to Section 2.4; (vi) a duly executed counterpart to joint written instructions to the Deposit Escrow Agent, directing the Deposit Escrow Agent to disburse the applicable portion of the Deposit in accordance with Section 2.3(a); (vii) a certificate dated the applicable Closing Date, duly executed by an authorized officer of Seller, certifying that the conditions to such Closing specified in Sections 7.2(a) and 7.2(b) have been fulfilled; (viii) a certificate dated the applicable Closing Date, duly executed by an authorized officer of Seller, certifying (A) in the case of the Secretary (or equivalent officer) Initial Closing, the resolutions of the Target Company certifying that (a) attached thereto are true governing body of Seller approving and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby(B) in the case of each Closing, the Organizational Documents of each Company and each Purchased Subsidiary to be transferred at such Closing; (ix) a certificate dated the applicable Closing Date, duly executed by an authorized officer of Seller, certifying Seller’s non-foreign status in accordance with Treasury Regulations Section 1.1445-2(b); and (b) Buyer shall deliver or cause to be delivered to Seller or the Deposit Escrow Agent, as applicable: (i) the Closing Cash Payment applicable to such resolutions are Closing (less the applicable portion of the Deposit), in full force accordance with Section 2.3(b); (ii) duly executed counterparts to the assignment and effect and are all assumption agreements described in Section 2.6(a)(i); (iii) a duly executed copy of the resolutions adopted in connection with Closing Statement applicable to such Closing, as agreed upon between the transactions contemplated hereby and therebyParties, pursuant to Section 2.4; (iv) a certificate duly executed counterpart to joint written instructions to the Deposit Escrow Agent, directing the Deposit Escrow Agent to disburse the applicable portion of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;Deposit in accordance with Section 2.3(a); and (v) a good standing certificate (or its equivalent) from certificate, dated the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheetapplicable Closing Date, duly executed by Holdings; (iian authorized officer of Buyer, certifying that the conditions to such Closing specified in Sections 7.3(a) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;and 7.3(b) have been fulfilled.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Shareholder shall deliver deliver, or cause to Holdings be delivered, to Buyer, the following: (i) certificates representing all stock certificates held by of the Sellers representing the outstanding Shares, accompanied by duly executed instruments of transfer, in form and substance reasonably satisfactory to the extent such Shares are certificated at the time of ClosingBuyer, for transfer to Buyer; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer corporate record books of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate written resignations of all directors of the Secretary (or equivalent officer) Company including positions of such directors as officers of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyCompany; (iv) a certificate releases, executed by the Company in favor of the Secretary (resigning persons set out in Section 1.2(a)(iii), in form and substance satisfactory to such resigning persons and Buyer, pursuant to which the Company releases such resigning persons from all liabilities, obligations and claims relating to any event, occurrence or equivalent officer) of circumstance in connection with their service to the Target Company certifying occurring prior to the names and signatures of the officers of the Target Company authorized Closing, except with respect to sign this Agreementany fraud, the Ancillary Documents and the other documents to be delivered hereunder and thereunderbad faith or willful misconduct by any such resigning person; (v) a good standing certificate (releases, executed by the resigning persons set out in Section 1.2(a)(iii) in favor of the Company post-Closing, in form and substance satisfactory to such resigning persons and Buyer, pursuant to which each such resigning person, on behalf of itself and its heirs, personal representatives, successors and assigns, releases the Company from all liabilities, obligations and claims relating to any event, occurrence or circumstance occurring prior to the Closing, except with respect to any fraud, bad faith or willful misconduct by the Company or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedSubsidiaries; (vi) an escrow agreement in a form as may be mutually agreed by Shareholder and Buyer (the Consideration Spreadsheet contemplated in Section 2.6“Escrow Agreement”), executed by Shareholder; (vii) a certificate of the FIRPTA StatementChief Executive Officer of the Company, in a form as may be mutually agreed by Shareholder and Buyer, as to the authenticity and effectiveness of the actions of the sole Shareholder of the Company authorizing the transactions contemplated by each Transaction Document to which the Company or Shareholder is a party, to which certified copies of the Company’s Governing Documents, further certified by the Chief Operating Officer of the Company, are attached; (viii) a duly executed certificate from the Company, dated as of the Closing Date, to the effect that the Company is not, and has not been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of 897(c) of the Code, which certificate shall be in compliance with the requirements set forth in Treasury Regulation Section 1.1445-2(c)(3)(i), along with the notifications required under Treasury Regulation Section 1.897-2(h)(2); (ix) the certificate to be delivered pursuant to Section 5.2(c); and (viiix) all other documents, instruments or writings required to be delivered to Buyer at or prior to the Closing pursuant to this Agreement and such other documents or certificates of authority and similar instruments as Holdings Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementrequests. (b) At the Closing, Holdings Buyer shall deliver deliver, or cause to Seller Representative be delivered, to Shareholder (or such other Person or, as may be specified herein) applicable, to third parties), the following:; (i) each a certificate of the Promissory Notes made payable Secretary of Buyer, in a form as may be mutually agreed by Shareholder and Buyer, as to the authenticity and effectiveness of the actions of the board of directors of Buyer authorizing the transactions contemplated by each Seller Transaction Document to which Buyer is a party, to which certified copies of Buyer’s certificate of incorporation and in bylaws, further certified by the principal amounts set forth in the Consideration SpreadsheetSecretary of Buyer, duly executed by Holdingsare attached; (ii) stock releases, executed by the Buyer, in favor of the resigning persons set out in Section 1.2(a)(iii), in form and substance satisfactory to such officers and directors and Buyer, pursuant to which the Buyer releases such resigning persons from all liabilities, obligations and claims relating to any event, occurrence or circumstance occurring prior to the Closing, except with respect to any fraud, bad faith or willful misconduct by the Company or its Subsidiaries; (iii) the Escrow Agreement, executed by Buyer and the Escrow Agent; (iv) the payments set forth in Section 1.3(d); (v) the certificate to be delivered pursuant to Section 5.3(c); and (vi) all other documents, instruments or writings required to be delivered to Shareholder at or prior to the Closing pursuant to this Agreement and such other certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, authority and similar instruments as shown in the Consideration Spreadsheet;Shareholder reasonably requests.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Target Company shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have been satisfied; (iiiii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, (2) resolutions of the Target Company Members approving the Merger and adopting this Agreement, and (3) the Target Company’s articles of organization and operating agreement, and all amendments thereto (the “Target Organization Documents”), (b) with respect to the resolutions of the Target Company Board and Target Company Members, all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the Target Organization Documents, such documents are in full force and effect, and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iviii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viv) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (viv) the Consideration Spreadsheet contemplated in Section 2.62.16; (vi) the FIRPTA Statement; (vii) if applicable, the FIRPTA StatementPPP Escrow Agreement, duly executed by the Target Representative and the PPP Escrow Agent; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative Target Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller Target Company Member and in the principal amounts set forth in the Consideration Spreadsheet, Spreadsheet duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller Target Company Member in accordance with such SellerTarget Company Member’s Pro Rata Share, as shown in the Consideration Spreadsheet; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of Holdings, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (iv) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the board of directors and consents of the stockholders or members, as applicable, of Holdings, AIRO Group and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (2) the certificates of incorporation and bylaws or equivalent documents, and all amendments thereto, of Holdings, AIRO Group and Merger Sub, (b) with respect to the resolutions, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the certificates of incorporation and bylaws or equivalent documents, such documents are in full force and effect and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (v) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying the names and signatures of the officers of Holdings, AIRO Group and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vi) if applicable, the PPP Escrow Agreement, duly executed by Holdings; and (vii) such other documents or instruments as Target Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Target Company shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have been satisfied; (iiiii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebythereby and, (2) resolutions of the Target Company Members approving the Merger and adopting this Agreement, and (3) the Target Company’s articles of organization and operating agreement, and all amendments thereto (the “Target Organization Documents”), (b) with respect to the resolutions of the Target Company Board and Target Company Members, all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the Target Organization Documents, such documents are in full force and effect, and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iviii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viv) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (viv) the Consideration Spreadsheet contemplated in Section 2.62.16; (vi) the FIRPTA Statement; (vii) if applicable, the FIRPTA StatementPPP Escrow Agreement, duly executed by the Target Representative and the PPP Escrow Agent; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative Target Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller Target Company Member and in the principal amounts set forth in the Consideration Spreadsheet, Spreadsheet duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller Target Company Member in accordance with such SellerTarget Company Member’s Pro Rata Share, as shown in the Consideration Spreadsheet; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of Holdings, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (iv) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the board of directors and consents of the stockholders or members, as applicable, of Holdings, AIRO Group and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (2) the certificates of incorporation and bylaws or equivalent documents, and all amendments thereto, of Holdings, AIRO Group and Merger Sub, (b) with respect to the resolutions, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the certificate of incorporation and bylaws or equivalent documents, such documents are in full force and effect and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (v) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying the names and signatures of the officers of Holdings, AIRO Group and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vi) if applicable, the PPP Escrow Agreement, duly executed by Holdings; and (vii) such other documents or instruments as Target Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative TME shall deliver (or cause to Holdings be delivered) to Spotify AB all of the following: (i) all stock certificates held an excerpt from the register of members of TME, evidencing Spotify AB’s ownership of the Acquired TME Shares, certified by the Sellers representing the Shares, to the extent such Shares are certificated at the time registered office provider of ClosingTME; (ii) a certificatewritten opinion of the Cayman Islands counsel to TME, dated as of the Closing Date and signed by a duly authorized officer of addressed to Spotify AB in the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedform attached hereto as Exhibit E; (iii) a certificate certificate, dated as of the Secretary (or equivalent officer) Closing Date, duly executed by a duly authorized representative of TME and addressed to Spotify AB in the Target Company certifying that (a) form attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyhereto as Exhibit F; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this TME Investor Agreement, the Ancillary Documents duly executed by TME Hong Kong, TME, Tencent Hong Kong and the other documents to be delivered hereunder and thereunderTencent; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized;Spotify Investor Agreement, duly executed by TME and Tencent; and (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or and instruments as Holdings reasonably requests and are the Parties shall deem reasonably necessary to consummate the transactions contemplated by this Agreementhereby. (b) At the Closing, Holdings Spotify shall deliver to Seller Representative (or such other Person as may cause to be specified hereindelivered) to TME Hong Kong all of the following: (i) each an excerpt from the shareholders’ register of Spotify evidencing the registration of TME Hong Kong’s ownership of the Promissory Notes made payable Acquired Spotify Shares, certified by representatives of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇ or of LWM S.A., in their respective capacities as counsel to Spotify or registered office provider of Spotify, in each Seller and case, in the principal amounts set forth in the Consideration SpreadsheetLuxembourg, duly executed by HoldingsGrand Duchy of Luxembourg; (ii) stock certificates representing a written opinion of Luxembourg counsel to Spotify, dated as of the portion of Holdings Equity allocated Closing Date and addressed to each Seller in accordance with such Seller’s Pro Rata Share, as shown TME Hong Kong in the Consideration Spreadsheetform attached hereto as Exhibit G; (iii) a certificate, dated as of the Closing Date, duly executed by a duly authorized representative of Spotify and addressed to TME Hong Kong in the form attached hereto as Exhibit H; (iv) the TME Investor Agreement, duly executed by Spotify, D.G.E. Investments LTD and ▇▇▇▇▇▇▇ Company Limited; (v) the Spotify Investor Agreement, duly executed by Spotify and Spotify AB; and (vi) such other documents and instruments as the Parties shall deem reasonably necessary to consummate the transactions contemplated hereby. (c) The Parties hereby agree that, at the Closing, the TME Shares Purchase Price shall be paid and delivered by Spotify AB to TME, and the Spotify Shares Purchase Price shall be paid and delivered by TME Hong Kong to Spotify, by causing the TME Parties to instruct and direct (and TME Parties hereby so instruct and direct) Spotify AB to pay and deliver an aggregate amount in cash equal to the TME Shares Purchase Price to Spotify by wire transfer of immediately available funds to an account designated by Spotify, which payment shall be deemed to have been made: (i) first, by Spotify AB to TME in full satisfaction of the TME Shares Purchase Price; (ii) secondly, by TME to TME Hong Kong as a capital contribution, a shareholder loan or a combination thereof; and (iii) thirdly, by TME Hong Kong to Spotify in full satisfaction of the Spotify Shares Purchase Price.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Target Company shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have been satisfied; (iiiii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of (1) all resolutions or written consents adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, (2) resolutions or written consents of the Target Company Members approving the Merger and adopting this Agreement, and (3) the Target Company’s certificate of formation and operating agreement, and all amendments thereto (the “Target Organization Documents”), (b) with respect to the resolutions or written consents of the Target Company Board and Target Company Members, all such resolutions or written consents are in full force and effect and are all the resolutions or written consents adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the Target Organization Documents, such documents are in full force and effect, and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iviii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viv) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (viv) the Consideration Spreadsheet contemplated in Section 2.62.16; (vi) the FIRPTA Statement; (vii) if applicable, the FIRPTA StatementPPP Escrow Agreement, duly executed by the Member Representative and the PPP Escrow Agent; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative Target Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller Target Company Member in accordance with such SellerTarget Company Member’s Pro Rata Share, as shown in the Consideration Spreadsheet; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of Holdings, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of AIRO Group, Holdings and Merger Sub certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the board of directors and consents of the stockholders or members, as applicable, of AIRO Group, Holdings and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (2) the certificates of incorporation and bylaws or equivalent documents, and all amendments thereto, of Holdings, AIRO Group and Merger Sub, (b) with respect to the resolutions, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the certificate of incorporation and bylaws or equivalent documents, such documents are in full force and effect and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iv) a certificate of the Secretary (or equivalent officer) of AIRO Group, Holdings and Merger Sub certifying the names and signatures of the officers of AIRO Group, Holdings and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) if applicable, the PPP Escrow Agreement, duly executed by Holdings; and (vi) such other documents or instruments as Target Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Shareholders shall deliver the following to Holdings the followingPurchaser: (i) all stock certificates held a certificate, in form and substance reasonably satisfactory to the Purchaser, signed by the Sellers representing secretary of the SharesCompany, dated the Closing Date, certifying as to (i) the extent such Shares are certificated at organizational documents of the time Company as in effect on the Closing Date; and (ii) certificates of Closinggood standing of the Company from the Secretary of State of the States of Delaware and Florida as of a recent date; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth Consents identified in Section 8.2(a) and Section 8.2(b) have been satisfiedPart 2.22 of the Company Disclosure Schedule; (iii) a certificate certificate, executed by each of the Secretary Shareholders (or equivalent officerthe "Shareholder Closing Certificate"), setting forth that the conditions in Sections 5.1(a) and 5.1(b) have been met; (iv) board resolutions of the Target Company certifying that evidencing the election of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to the board of directors of the Company; (av) the Shareholder Stock Certificates and Stock Assignments; (vi) the rescission agreement, in the form attached thereto are true and complete copies hereto as Exhibit E, executed by each of all resolutions adopted the Shareholders (the "Rescission Agreement"); (vii) the Letter Agreement executed by the Target Company Board authorizing and STIC; (viii) the executionagreements evidencing the ISx Debt executed by the parties thereto in the forms attached hereto as Exhibit F, delivery and performance which agreements shall include an amendment to the UCC-1 financing statement that is currently on file for the benefit of this Agreement and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Partners, L.P. with the Ancillary Documents and Company listed as the consummation debtor to conform the description of the transactions contemplated hereby collateral and therebyother terms and obligations to the terms of the ISx Debt and to assign ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as agent for the lenders pursuant to the terms of the ISx Debt; (ix) Purchaser's form of Second Amended and Restated Investor Rights Agreement, executed by each of the Shareholders and Messrs. Downs and ▇▇▇▇▇ (b) such resolutions are in full force the case of Messrs. Downs and effect and are all ▇▇▇▇▇, with respect to the resolutions adopted underlying shares of stock issuable upon exercise of the warrants being issued to them in connection with the transactions contemplated hereby and therebyby this Agreement); (ivx) a certificate of the Secretary (or equivalent officer) of working capital facility letter, in the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreementform attached hereto as Exhibit G, executed by STIC, the Ancillary Documents Company and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementPurchaser; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified hereinxi) the following: (i) each of the Promissory Notes made payable to each Seller and M&A letter agreement, in the principal amounts set forth in the Consideration Spreadsheetform attached hereto as Exhibit H, duly executed by Holdings; (ii) stock certificates representing ▇▇▇▇▇▇▇ ▇▇▇▇▇ Ventures, Inc., STIC, the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Company and Purchaser.

Closing Deliverables. (a) At or prior to the Escrow Closing, the Seller Representative Partnership shall deliver to Holdings Royale or, if otherwise provided below, to the Escrow Agent, the following, as provided below: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, general partner of the Partnership that each of the conditions set forth in Section 8.2(a8.02(a) and Section 8.2(b8.02(b) have been satisfied; (iiiii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company general partner of the Partnership certifying that (a1) attached thereto are true and complete copies of all resolutions adopted by the Target Company Matrix Board authorizing the execution, delivery and performance of this Agreement by Matrix, as general partner of the Partnership, and the Ancillary Documents and the consummation of the transactions contemplated hereby hereby, (2) that each of the Partners has executed and therebydelivered the Requisite Partners’ Consent, that all resolutions of the Matrix Board and (b) such resolutions all authorizations provided by each Partner in connection with the Requisite Partners’ Consent are in full force and effect without modification or amendment; (iii) a partnership certificate representing all of the outstanding MI LP Interests and are all properly executed and completed Letters of Transmittal with respect thereto, in the resolutions adopted in connection with form attached to Exhibit D (“Letters of Transmittal”), shall be delivered by the transactions Partners to the Escrow Agent. In addition, the Partners shall execute and deliver to Royale, and shall cause the Partnership to execute and deliver to Royale, the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Partnership or its Partners at the Closing as contemplated hereby or as may be reasonably requested by the Parent and thereby;shall deliver or cause to be delivered the documents and evidence required under this Agreement. (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company general partner of the Partnership certifying the names and signatures of the officers of the Target Company general partner authorized to sign this Agreement, the Ancillary Partnership Related Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company Partnership is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6351 Plan; (vii) certificates of non-foreign status delivered by each Partner of the FIRPTA StatementPartnership under Section 1445 of the IRC; and (viii) such other documents or instruments as Holdings Royale reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Royale shall deliver to Seller Representative the Partnership (or such other Person as may be specified herein) the following: (i) each of instructions to Royale’s transfer agent to issue and deliver to the Promissory Notes made payable Partners the Exchange Consideration to each Seller and be issued as provided in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsARTICLE II; (ii) stock instructions to Royale’s transfer agent to issue and deliver to the holders of convertible debt of Matrix the Debt Exchange Consideration; (iii) evidence that the Matrix Senior Indebtedness shall have been assumed by Parent or paid off as of the Closing Date in accordance with Section 6.17; (iv) a certificate, dated the Closing Date and signed by a duly authorized officer of each Royale Party, that each of the conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Royale Parties certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Royale Parties authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Royale Parties certifying the names and signatures of the officers of the Royale Parties authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vii) evidence of the establishment of a new Subsidiary and the transfer of all of the assets related to the DWI Business of Royale (including assets held in trust for its investors); (viii) the Section 351 Plan; (ix) employment agreements executed by Parent and each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ Sheevel, all in a form reasonably acceptable to Royale and Matrix; (x) certificates representing or other evidence reasonably satisfactory to the portion Partnership confirming that none of Holdings Equity allocated the Royale Stockholders owning more than 5% of the number of shares of Royale Common Stock outstanding immediately before the Royale Merger is a “foreign person” within the meaning of Treasury Regulation § 1445-2(b); and (xi) such other documents or instruments as the Partnership reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (c) At the Closing, provided that (i) the conditions of this ARTICLE VIII have been fulfilled to the reasonable satisfaction of each Seller Party entitled to satisfaction thereof, and(ii) each of the deliveries required by Section 8.04(a) and Section 8.04(b) have been made in accordance with such Seller’s Pro Rata Sharerequirements, as shown Royale and the Partnership shall provide joint written instructions to the Escrow Agent to release and deliver to Royale or its designee all of the Letters of Transmittal and partnership certificates held in escrow by Escrow Agent pursuant to the Consideration Spreadsheet;Escrow Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Buyer will make the payments specified in Section 1.3 and will deliver, or cause to Holdings be delivered, to the followingSeller, as applicable: (i) all stock certificates held the officer’s certificate contemplated by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingSection 6.3(c); (ii) a certificate, dated the Closing Date and signed by a duly authorized officer counterparts of the Target Company, that each of Escrow Agreement duly executed by the conditions set forth in Section 8.2(a) Buyer and Section 8.2(b) have been satisfiedthe Escrow Agent; (iii) a certificate counterpart of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted Transition Services Agreement duly executed by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyBuyer; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or and instruments as Holdings may be required by any other provision of this Agreement or as may reasonably requests and are reasonably necessary be required to consummate the transactions contemplated by this Agreementhereby. (b) At the Closing, Holdings shall deliver Seller will deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered, to the followingBuyer: (i) each of duly executed assignment documents conveying the Promissory Notes made payable Shares to each Seller and the Buyer, in the principal amounts set forth in the Consideration Spreadsheet, duly executed form reasonably required by HoldingsBuyer; (ii) stock the certificates representing contemplated by Section 6.2(c); (iii) a certificate of an officer of the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown Company in the Consideration Spreadsheetform the Buyer has previously approved and respecting, and to which is attached, (A) the Organizational Documents of the Company and each of the other Company and (B) the resolutions of the board of directors of the Seller respecting the Transaction Documents to which the Company is a party and the transactions this Agreement contemplates; (iv) a counterpart of the Escrow Agreement duly executed by the Seller; (v) a counterpart of the Transition Services Agreement duly executed by the Seller; (vi) resignation letters from the individuals listed on Section 1.6(b)(v) of the Seller Disclosure Letter (the “Resigning Directors”) from their positions as directors or officers of any Acquired Entity; (vii) releases, in forms reasonably acceptable to Buyer, of any Liens held by PNC Bank, National Association, in connection with the Credit Facility, and any other Liens, other than Permitted Liens, on the Shares or the assets of the Acquired Entities; (viii) counterparts of the Terpene Supply Agreement and Citrusburst Supply Agreement duly executed by Flotek Chemistry, LLC and the Company; (ix) good standing certificates for each Acquired Entity issued as of a date not more than five business days prior to the Closing Date by the Secretary of State of the State of Delaware; (x) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in form reasonably acceptable to Buyer, that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller; and (xi) such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required to consummate the transactions contemplated hereby.

Closing Deliverables. (a) At or prior to the Escrow Closing, the Seller Representative Partnership shall deliver to Holdings Royale or, if otherwise provided below, to the Escrow Agent, the following, as provided below: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, general partner of the Partnership that each of the conditions set forth in Section 8.2(a8.02(a) and Section 8.2(b8.02(b) have been satisfied; (iiiii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company general partner of the Partnership certifying that (a1) attached thereto are true and complete copies of all resolutions adopted by the Target Company Matrix Board authorizing the execution, delivery and performance of this Agreement by Matrix, as general partner of the Partnership, and the Ancillary Documents and the consummation of the transactions contemplated hereby hereby, (2) that each of the Partners has executed and therebydelivered the Requisite Partners’ Consent, that all resolutions of the Matrix Board and (b) such resolutions all authorizations provided by each Partner in connection with the Requisite Partners’ Consent are in full force and effect without modification or amendment; (iii) a partnership certificate representing all of the outstanding MI LP Interests and are all properly executed and completed Letters of Transmittal with respect thereto, in the resolutions adopted in connection with form attached to Exhibit D (“Letters of Transmittal”), shall be delivered by the transactions Partners to the Escrow Agent. In addition, the Partners shall execute and deliver to Royale, and shall cause the Partnership to execute and deliver to Royale, the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Partnership or its Partners at the Closing as contemplated hereby or as may be reasonably requested by the Parent and thereby;shall deliver or cause to be delivered the documents and evidence required under this Agreement. (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company general partner of the Partnership certifying the names and signatures of the officers of the Target Company general partner authorized to sign this Agreement, the Ancillary Partnership Related Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company Partnership is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6351 Plan; (vii) certificates of non-foreign status delivered by each Partner of the FIRPTA StatementPartnership under Section 1445 of the IRC; and (viii) such other documents or instruments as Holdings Royale reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Royale shall deliver to Seller Representative the Partnership (or such other Person as may be specified herein) the following: (i) each of instructions to Royale’s transfer agent to issue and deliver to the Promissory Notes made payable Partners the Exchange Consideration to each Seller and be issued as provided in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsARTICLE II; (ii) stock instructions to Royale’s transfer agent to issue and deliver to the holders of Matrix Preferred Interests the Preferred Exchange Consideration; (iii) evidence that the Matrix Senior Indebtedness shall have been assumed by Parent or paid off as of the Closing Date in accordance with Section 6.17; (iv) a certificate, dated the Closing Date and signed by a duly authorized officer of each Royale Party, that each of the conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Royale Parties certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Royale Parties authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Royale Parties certifying the names and signatures of the officers of the Royale Parties authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vii) evidence of the establishment of a new Subsidiary and the transfer of all of the assets related to the DWI Business of Royale (including assets held in trust for its investors); (viii) the Section 351 Plan; (ix) employment agreements executed by Parent and each of J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, D▇▇▇▇▇ ▇▇▇▇▇▇, S▇▇▇▇▇▇ ▇▇▇▇▇▇, J▇▇▇▇▇ ▇▇▇▇▇▇, J▇▇ ▇▇▇▇▇▇▇▇ and J▇▇ Sheevel, all in a form reasonably acceptable to Royale and Matrix; (x) certificates representing or other evidence reasonably satisfactory to the portion Partnership confirming that none of Holdings Equity allocated the Royale Stockholders owning more than 5% of the number of shares of Royale Common Stock outstanding immediately before the Royale Merger is a “foreign person” within the meaning of Treasury Regulation § 1445-2(b); and (xi) such other documents or instruments as the Partnership reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (c) At the Closing, provided that (i) the conditions of this ARTICLE VIII have been fulfilled to the reasonable satisfaction of each Seller Party entitled to satisfaction thereof, and(ii) each of the deliveries required by Section 8.04(a) and Section 8.04(b) have been made in accordance with such Seller’s Pro Rata Sharerequirements, as shown Royale and the Partnership shall provide joint written instructions to the Escrow Agent to release and deliver to Royale or its designee all of the Letters of Transmittal and partnership certificates held in the Consideration Spreadsheet;escrow by Escrow Agent pursuant to this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver or cause to Holdings be delivered the followingfollowing items to each Investor, against payment by such Investor of its Consideration as set forth in Schedule B: (i) all stock certificates held by the Sellers a duly issued share certificate representing the Shares, Purchase Shares purchased by such Investor pursuant to the extent such Shares are certificated at the time of ClosingSection 2.2(a); (ii) a certificate, compliance certificate dated as of the Closing Date and signed by a duly authorized officer representative of each member of the Target Company, Company Group and by the Founder certifying that each of all the conditions set forth specified in Section 8.2(a) and Section 8.2(b) 5 have been satisfiedfulfilled and stating that there shall have been no Material Adverse Effect since the Statement Date; (iii) counterparts of each Transaction Document to which any Warrantor is a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted party, duly executed by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyWarrantor; (iv) a certificate copies of the Secretary (or equivalent officer) directors’ resolutions and/or shareholders’ resolutions of the Target Company certifying the names and signatures other members of the officers Company Group, where appropriate, approving, among other things, (A) the issuance and sale of the Target Purchase Shares to such Investor, (B) the issue of new share certificates in respect of the Purchase Shares to such Investor, and (C) the execution of the Transaction Documents to which such member of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderGroup is a party; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority Amended Articles in the form attached hereto as Exhibit 1 which shall have been duly adopted by all necessary actions of the jurisdiction Board of Directors and/or the Shareholders of the Company and shall have become and remain effective under the Laws in which of the Target Company is organizedCayman Islands; (vi) copies of the Consideration Spreadsheet contemplated in Section 2.6; (vii) register of members and register of directors of the FIRPTA StatementCompany as of the Closing Date certified by a director of the Company as true copies updated to show such Investor as the holder of the number of Purchase Shares to be purchased at Closing and the Series E Director nominated by Ctrip as a director of the Company at Closing; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate a copy of the transactions contemplated by this AgreementWarrantors’ Disclosure Schedule (the “Disclosure Schedule”). (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the followingeach Investor shall: (i) each of pay to an account, specified by the Promissory Notes made payable Company to each Seller and such Investor at least five (5) Business Days prior to the Closing Date, by wire transfer in immediately available US$ funds the Consideration set forth opposite its name in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;third column of Schedule B hereto; and (ii) stock certificates representing the portion deliver or cause to be delivered executed counterparts of Holdings Equity allocated each Transaction Document to each Seller in accordance with which such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Investor is a party.

Closing Deliverables. (a) At or prior to the Closing, each Contributor shall deliver, or cause to be delivered, to the Seller Representative shall deliver Operating Partnership all documents necessary or appropriate to Holdings consummate the Closing, including the following, all in form and substance reasonably acceptable to the Operating Partnership: (i) an Assignment and Assumption Agreement in substantially the form set forth in Exhibit F attached hereto transferring all stock certificates held by the Sellers representing the Sharesof such Contributor’s right, title and interest in and to each Initial Property Owner to the extent such Shares are certificated at Operating Partnership or the time of ClosingREIT, as applicable (“Assignment and Assumption Agreement”); (ii) a certificateA certificate from such Contributor certifying to the Operating Partnership (i) the accuracy of such Contributor’s representations and warranties made by Contributor hereunder, dated and (ii) the Closing Date accuracy and signed by a duly authorized officer current enforceability of the Target Company, that each organizational documents for the applicable Initial Property Owner and (iii) the absence of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedany Fund Material Adverse Effect; (iii) a certificate all documents and instruments, if any, necessary to reflect the change in the general partner and limited partners of the Secretary (or equivalent officer) each Initial Property Owner in its state of the Target Company certifying that (a) attached thereto are true formation and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are each state in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebywhich an Initial Property Owner is qualified; (iv) an affidavit certifying that such Contributor is not a certificate “foreign person,” as that term is defined by Section 1445 of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderCode; (v) all documents required by a good standing certificate (lender in connection with the assumption or its equivalent) from the secretary prepayment of state any existing loan at or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedprior to Closing, duly executed by each applicable party; (vi) a duly executed copy of the Consideration Spreadsheet contemplated in Section 2.6;A&R OP Agreement; and (vii) the FIRPTA Statement; and (viii) such any other documents reasonably requested by the Operating Partnership or instruments as Holdings reasonably requests and are reasonably necessary or desirable to consummate assign, transfer, convey, contribute and deliver the Ownership Interests, free and clear of all Liens (other than Permitted Liens) and to effectuate the transactions contemplated by this Agreementhereby. (b) At or prior to the Closing, Holdings the Operating Partnership or the REIT, as applicable shall deliver deliver, or cause to Seller Representative (be delivered, to each Contributor all documents necessary or such other Person as may be specified herein) appropriate to consummate the Closing, including the following, all in form and substance reasonably acceptable to each Contributor: (i) each of the Promissory Notes made payable to each Seller an Assignment and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsAssumption Agreement; (ii) stock certificates representing the portion Minority Interest Consideration due to SCLP pursuant to Section 1.02 hereof; (iii) the Sub 1 Consideration due to Sub 1 pursuant to Section 1.02 hereof; (iv) the Sub 2 Consideration due to Sub 2 pursuant to Section 1.02 hereof; (v) the SCGP Consideration due to SCGP pursuant to Section 1.02 hereof; (vi) a duly executed copy of Holdings Equity allocated the A&R OP Agreement; and (vii) any other documents reasonably requested by any Contributor as may be reasonably necessary or proper to each Seller in accordance with such Seller’s Pro Rata Share, as shown in effectuate the Consideration Spreadsheet;transactions contemplated hereby.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) all stock certificates held a bill of sale in the form of Exhibit A attached hereto (the “Bill of Sale”) and duly executed by S▇▇▇▇▇, transferring the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingAssets Buyer; (ii) a certificatecertificate of the Secretary (or equivalent officer) of Seller certifying as to the resolutions of the board of directors and the stockholders of Seller, dated which authorize the execution, delivery and performance of this Agreement, the Bill of Sale and the other agreements, instruments and documents required to be delivered in connection with this Agreement or at the Closing Date (collectively, the “Transaction Documents”) and signed by a duly authorized officer the consummation of the Target Companytransactions contemplated hereby and thereby; (iii) such other customary instruments of transfer or assumption, that each of filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the conditions set forth in Section 8.2(atransactions contemplated by this Agreement; and (b) and Section 8.2(bAt the Closing, Buyer shall deliver to Seller the following: (i) the Note Cancellation Agreement; (ii) a UCC termination statement D▇▇▇▇▇▇▇▇ which shall have been satisfiedfiled with the Texas Secretary of State, as to Bitech and Seller; (iii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the Target Company certifying that (a) attached thereto are true and complete copies resolutions of all resolutions adopted by the Target Company Board authorizing board of directors of Buyer, which authorize the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, thereby and (bB) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company Buyer authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunderTransaction Documents; (viv) a good standing certificate (or its equivalent) from the secretary copies of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Sharebank statements since January 1, 2021 as shown in it relates to the Consideration Spreadsheet;Business.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Buyer shall deliver to Holdings have received the following: : (i) all stock certificates held a b▇▇▇ of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit C (the “B▇▇▇ of Sale and Assignment and Assumption Agreement”), duly executed by the Sellers representing Seller; (ii) an Intellectual Property assignment agreement substantially in the Sharesform attached hereto as Exhibit D (the “IP Assignment Agreement”), duly executed by the Seller; (iii) an Intellectual Property assignment agreement in a form reasonably acceptable to the Buyer, duly executed by the Seller and Comex Consulting, S.L.; (iv) an Intellectual Property assignment agreement in a form reasonably acceptable to the Buyer, duly executed by the Seller and the Owner; (v) an escrow agreement substantially in the form attached hereto as Exhibit E (the “Escrow Agreement”), duly executed by the Seller and the Escrow Agent; (vi) copies of all consents, approvals, waivers, and authorizations set forth in Section 3.04 of the Disclosure Schedules; (vii) to the extent such Shares are certificated at applicable, duly executed payoff letters, UCC-3 termination statements, or other documents necessary to evidence the time termination of Closing; all Liens in respect of the Purchased Assets; (iiviii) a certificate of non-foreign status, from the Seller, that complies with Treasury Regulation Section 1.1445-2(b)(2); (ix) the consulting agreement substantially in the form attached hereto as Exhibit F (the “Consulting Agreement”), duly executed by Comex Consulting, S.L.; (x) a personal goodwill sale agreement substantially in the form attached hereto as Exhibit G, duly executed by the Owner; (xi) a certificate, dated the Closing Date and signed duly executed by a duly authorized an executive officer of the Target CompanySeller, certifying that the Seller has complied with each of the conditions set forth in Section 8.2(a6.02(a) and Section 8.2(b6.02(b); (xii) have been satisfied; (iii) a certificate of duly executed sole source letters from the Secretary (or equivalent officerPersons set forth on Section 6.02(c)(xii) of the Target Company certifying that Disclosure Schedules; (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivxiii) a certificate of joinder agreement to the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Preferred Financing Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and substantially in the principal amounts set forth in the Consideration Spreadsheetform attached hereto as Exhibit H, duly executed by Holdings; the Seller; (iixiv) stock fully executed and valid state resale certificates representing for the portion State of Holdings Equity allocated New Jersey and the State of California; and (xv) such other customary instruments of transfer, assumption, filings, or documents, in form and substance reasonably satisfactory to each Seller in accordance with such Seller’s Pro Rata Sharethe Buyer, as shown in the Consideration Spreadsheet;may be required to give effect to this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company will deliver or cause to Holdings the followingbe delivered to OmniLit: (i) all stock certificates held a certificate signed by an officer of the Sellers representing Company, dated as of the SharesClosing Date, certifying that, to the extent knowledge and belief of such Shares are certificated at officer, the time of Closingconditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled (the “Company Closing Certificate”); (ii) a certificate, dated evidence reasonably satisfactory to the Closing Date and signed by a duly authorized officer of OmniLit that the Target Company, that each of the conditions requirements set forth in Section 8.2(a) and Section 8.2(b) 3.4 have been satisfiedfulfilled; (iii) the written resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iv) a certificate of the Secretary (or equivalent officer) secretary of the Target Company certifying that (a) attached thereto are true the resolutions of the board of directors of the Company approving and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the its Ancillary Documents Agreements and the consummation of the transactions contemplated hereby and thereby, thereby (together with an incumbency and (bsignature certificate regarding the officer(s) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate signing on behalf of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderCompany); (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of Registration Rights Agreement, duly executed by the jurisdiction under Major Company Stockholders who have elected to execute the Laws in which the Target Company is organizedRegistration Rights Agreement; (vi) the Consideration Spreadsheet contemplated in Section 2.6;Sponsor Support Agreement, duly executed by an officer of the Company; and (vii) a Certificate of Good Standing for the FIRPTA Statement; andCompany from the Secretary of State of the State of Delaware; (viii) such other documents a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or instruments as Holdings reasonably requests has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code, and are reasonably necessary a form of notice to consummate the transactions contemplated by this AgreementIRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, Holdings shall OmniLit will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered: (i) each to the Exchange Agent, the number of shares of OmniLit Post-Merger Class A Common Stock equal to the portion of the Promissory Notes made payable Aggregate Merger Consideration to each Seller and in be paid to holders of Company Common Stock for further distribution to the principal amounts set forth in Company’s stockholders pursuant to Section 3.2, provided, that, for the Consideration Spreadsheetavoidance of doubt, duly executed by Holdingssuch shares shall be delivered immediately following the effectiveness of the OmniLit Post-Merger Charter; (ii) stock certificates representing to the portion Company, a certificate signed by an officer of Holdings Equity allocated OmniLit, dated the Closing Date, certifying that, to each Seller the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled (the “OmniLit Closing Certificate”); (iii) to the Company, the Registration Rights Agreement, duly executed by duly authorized representatives of OmniLit and the Sponsor; (iv) the Sponsor Support Agreement, duly executed by the Sponsors (as defined therein) and an officer of OmniLit; and (v) to the Company, the written resignations of all of the directors and officers of O▇▇▇▇▇▇ and M▇▇▇▇▇ Sub (other than those Persons identified as the initial directors and officers, respectively, of OmniLit after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time. (c) On the Closing Date, concurrently with the Effective Time, OmniLit shall pay or cause to be paid by wire transfer of immediately available funds, without duplication, (i) (A) the OmniLit Transaction Expenses as set forth on OmniLit Transaction Expenses Certificate, and (B) any amounts outstanding under any Working Capital Loans, and (ii) the Company Transaction Expenses as set forth on Company Transaction Expenses Certificate; provided, that any Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such Selleremployee, independent contractor, officer or director through the Company’s Pro Rata Share, as shown in the Consideration Spreadsheet;payroll.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company will deliver or cause to Holdings the followingbe delivered: (i) all stock certificates held to Acquiror, a certificate signed by an officer of the Sellers representing Company, dated as of the SharesClosing Date, certifying that, to the extent knowledge and belief of such Shares are certificated at officer, the time of Closingconditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) a certificateto Acquiror, dated the Closing Date and signed by a duly authorized officer written resignations of all of the Target Company, that each directors of the conditions set forth Company (other than those Persons identified as the initial directors of the Surviving Corporation, in accordance with the provisions of Section 8.2(a) and Section 8.2(b) have been satisfied2.6(a)), effective as of the Effective Time; (iii) a certificate to Acquiror, the Registration Rights Agreement, duly executed by the Company and each of the Secretary Company Stockholders (or equivalent officerand their Affiliates) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyparty thereto; (iv) a certificate to Acquiror, the Lock-Up Agreement, duly executed by each of the Secretary Key Holders listed in clause (or equivalent officera) of the Target Company certifying the names and signatures definition of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderKey Holders; (v) a good standing certificate (or its equivalent) from to Acquiror, evidence that the secretary of state or similar Governmental Authority Affiliate Agreements set forth on Section 6.3 of the jurisdiction under Company Disclosure Letter have been terminated or settled at or prior to the Laws in which Closing without further liability to Acquiror, the Target Company is organized;or any of the Company’s Subsidiaries; and (vi) to Acquiror, a certificate on behalf of the Consideration Spreadsheet contemplated Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 2.6; (vii897(c)(1)(A)(ii) of the FIRPTA Statement; and (viiiCode, a “United States real property interest” within the meaning of Section 897(c) such other documents or instruments as Holdings reasonably requests of the Code, and are reasonably necessary a form of notice to consummate the transactions contemplated by this AgreementIRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, Holdings shall Acquiror will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered: (i) each of to the Promissory Notes made payable Exchange Agent, the Aggregate Merger Consideration for further distribution to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsCompany Stockholders pursuant to Section 3.2; (ii) stock certificates representing to the portion Company, a certificate signed by an officer of Holdings Equity allocated Acquiror, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iii) to the Company, the Registration Rights Agreement, duly executed by A▇▇▇▇▇▇▇, the Sponsor and its Affiliates party thereto; (iv) to the Company, the Lock-Up Agreement, duly executed by each Seller of the Key Holders listed in clause (b) of the definition of Key Holders; and (v) to the Company, the written resignations of all of the directors and officers of A▇▇▇▇▇▇▇ and M▇▇▇▇▇ Sub (other than those Persons identified as the initial directors of Acquiror, in accordance with the provisions of Section 2.6(b) and Section 7.6), effective as of the Effective Time. (c) On the Closing Date, concurrently with the Effective Time, or at such Sellerlater time as may be agreed by the Parties and the applicable third party recipient of the payment, the Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid Acquiror Transaction Expenses as set forth on the written statement to be delivered to the Company pursuant to Section 8.7 and (ii) all accrued and unpaid Transaction Expenses as set forth on a written statement to be delivered to Acquiror pursuant to Section 8.7; provided, that any accrued and unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s Pro Rata Sharepayroll; provided, further, that Sponsor shall pay, or cause its Affiliates (other than Acquiror) to pay, on the Closing Date, concurrently with the Effective Time, or at such later time as shown may be agreed by Sponsor and the applicable third party recipient of the payment, all accrued and unpaid Acquiror Transaction Expenses that exceed the Acquiror Expense Cap in accordance with the Consideration Spreadsheet;terms of the Sponsor Support Agreement.

Closing Deliverables. At the Closing, (a) At Orchid Asia shall deliver or prior cause to be delivered to the Closing, the Seller Representative shall deliver to Holdings the followingCompany: (i) all stock certificates held by the Sellers representing the Shares, to the extent such not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares are certificated at have been issued and credited as fully-paid and registered under the time name of ClosingOrchid Asia; (ii) a certificatecopy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and signed by a to be duly authorized officer executed on behalf of the Target Company, that each evidencing Orchid Asia’s ownership of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedSubscription Shares; (iii) a certificate an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Secretary (or equivalent officer) Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by Closing Date, in the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are form set forth in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyEXHIBIT D hereto; (iv) a certificate copy of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Ancillary Documents Restructuring Agreement and the other documents to be delivered hereunder VIE Agreements), and thereundereach Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority copy of the jurisdiction under Shareholders Agreement, duly executed by the Laws in which Company and the Target Company is organized;other parties thereto (other than Orchid Asia); and (vi) copies of the Consideration Spreadsheet contemplated in Section 2.6; (vii) duly adopted resolutions of the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests Board and are reasonably necessary to consummate the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated by this Agreement. (b) At thereby and adopting the ClosingAmended Articles effective no later than immediately prior to the Closing and, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) in the following: (i) each case of the Promissory Notes made payable to each Seller resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the principal amounts set forth in issuance of the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Series B+ Preferred Shares contemplated hereby.

Closing Deliverables. (a) At or prior On the terms and subject to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents closing of all Backstop Commitments, the Rights Offering, the PIPE Transaction and the Debt Conversion (collectively, the “Closing”) shall occur remotely via electronic exchange of required Closing documentation concurrently on the third (3rd) Business Day following the later of (i) the issuance by the Company of all Subscription Notices (with copy to the Lien Purchasers) and (ii) the date that all of the conditions to the Closing set forth in Section 10 of this Agreement have been satisfied or, to the extent permitted by applicable law, waived (other documents than those conditions that by their nature are to be delivered hereunder satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such place, time, and thereunder; date as shall be agreed between the Company and the Investor (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in date on which the Target Company is organized; (vi) Closing occurs, the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement“Closing Date”). (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: Closing (i) each Backstop Purchaser shall deliver to the Company its Backstop Purchase Price in respect of the Promissory Notes made payable to each Seller and in the principal amounts its Backstop Acquired Shares as set forth in the Consideration Spreadsheetapplicable Subscription Notice, duly executed by Holdings; (ii) stock certificates representing Investor shall deliver to the Company the Investor PIPE Purchase Price, and (iii) Vital shall deliver to the Company, the Vital PIPE Purchase Price, in each case of (i), (ii) and (iii), by wire transfer in immediately available funds to the account designated by the Company in writing at least two (2) Business Days prior to the Closing Date. Additionally, at the Closing, the Company shall deliver (i) to each Backstop Purchaser, its Backstop Acquired Shares, (ii) to Investor, its PIPE Shares, (iii) to Vital, its PIPE Shares, and (iv) to each Lien Purchaser, its portion (determined based on each Lien Purchaser’s pro rata portion of Holdings Equity allocated the Rollover Debt Amount) of the Rollover Shares, in each case of (i), (ii), (iii) and (iv), in book-entry form, free and clear of all liens, other than liens arising by reason of the transactions contemplated by this Agreement under applicable federal or state laws, to the account of each Seller Purchaser designated by such Purchaser in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;writing.

Closing Deliverables. (a) At or prior to the Closing, the each Seller Representative shall deliver or cause to Holdings be delivered to Buyer the following: (i) all stock certificates held by the Sellers representing the Shares, a counterpart to the extent Assignment and Assumption Agreement, duly executed by such Shares are certificated at the time of ClosingSeller; (ii) a certificateduly completed and executed Internal Revenue Service Form W-9 of such Seller (or if such Seller is treated as an entity disregarded as separate from its regarded owner for U.S. federal and applicable state and local income Tax purposes, dated the Closing Date and signed by a duly authorized officer of the Target Companythen such Seller’s regarded owner); provided, that each of the conditions set forth in Buyer’s sole right if a Seller fails to produce such Internal Revenue Service Form W-9 shall be to make an appropriate withholding with respect to such Seller pursuant to Section 8.2(a) and Section 8.2(b) have been satisfied2.5; (iii) a certificate the resignation (or evidence of removal) of such Seller’s designee(s) on the EPIC Board and the EPIC GP Board (in such designee(s)’ capacity as such) effective as of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyClosing; (iv) a the officer’s certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderby such Seller as specified in Section 8.2(f); (v) a good standing certificate (or its equivalent) from duly executed counterpart to the secretary of state or similar Governmental Authority of termination agreement with respect to the jurisdiction under the Laws in which the Target Company is organized;Confidentiality Agreement; and (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other certificates, instruments and documents which are required by the other terms of this Agreement to be executed and/or delivered at the Closing by such Seller or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementany of its Affiliates. (b) At the Closing, Holdings Buyer shall deliver or cause to be delivered to each Seller Representative (or such other Person as may be specified herein) the following: (i) each an amount equal to such Seller’s Pro Rata Share of the Promissory Notes made payable Estimated Purchase Price, by wire transfer of immediately available funds to each Seller and the account or accounts designated in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsClosing Payments Schedule; (ii) stock certificates representing a counterpart to the portion of Holdings Equity allocated Assignment and Assumption Agreement, duly executed by Buyer (or its designated Affiliate); (iii) the officer’s certificate to each Seller be delivered by ▇▇▇▇▇ as specified in accordance Section 8.1(e); (iv) a duly executed counterpart to the termination agreement with such Seller’s Pro Rata Share, as shown respect to the Confidentiality Agreement; (v) an Adoption Agreement in the Consideration Spreadsheetform attached as Exhibit A to the EPIC LP Agreement, duly executed by ▇▇▇▇▇; (vi) a guaranty of the full and timely performance of all obligations of Buyer under the EPIC LP Agreement in a form sufficient to qualify Buyer as a “Qualified Transferee” thereunder, duly executed by ▇▇▇▇▇ ▇▇▇▇▇▇; and (vii) such other certificates, instruments and documents which are required by the other terms of this Agreement to be executed and/or delivered at the Closing by Buyer or any of its Affiliates.

Closing Deliverables. (a) At or prior to the The following deliverables shall be required at Closing, the Seller Representative shall deliver to Holdings the following: 7.2.1 Seller shall provide proof and documentation evidencing that Seller has the full legal right and authority to enter into, execute, and carry out the provisions of this Agreement. Seller (and each of its owners in the case where Seller is an entity comprised of one or more other entities) will provide proof that it is in good standing under the laws of the state of its formation, is duly qualified to do business in the state in which the Property is located, and has taken all action and has the power and authority necessary to enter into and perform its obligations under this Agreement. Seller shall provide documentation showing that: (i) all stock certificates held by the Sellers representing the Shares, individual executing this Agreement on behalf of Seller is duly authorized on behalf of Seller to the extent such Shares are certificated at the time of Closing; enter into and execute this Agreement; and (ii) a certificateall court and other governmental approvals that are necessary, dated the Closing Date and signed by a duly authorized officer of the Target Companyif any, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of connection with this Agreement and the Ancillary Documents and the consummation performance of the transactions contemplated hereby and therebySeller’s obligations under this Agreement have been obtained, and (b) such resolutions are in full force and effect, and shall remain in full force and effect through the Closing; 7.2.2 Seller shall execute and deliver to Purchaser a properly executed special warranty deed (the “Special Warranty Deed”), substantially in the form of Exhibit B attached hereto, which is in recordable form and conveys fee simple title to the Property to Purchaser free from all encumbrances; except those permitted exceptions agreed to by Purchaser in writing; 7.2.3 Intentionally deleted; 7.2.4 Intentionally deleted. 7.2.5 Intentionally deleted. 7.2.6 Seller shall execute and deliver to Purchaser a Certification pursuant to Section 1445 of the Internal Revenue Code that Seller is not a Foreign Person within the meaning of such Code section; 7.2.7 Seller shall furnish Purchaser proof that all real property taxes and personal property taxes that are all a lien against the resolutions adopted Property are paid or prorated to the date of Closing and calculated upon reasonable and equitable estimates where necessary; 7.2.8 Seller shall execute an affidavit stating that there are no liens upon the Property nor outstanding orders or unpaid bills for goods, labor, or materials that may become a lien upon the Property; 7.2.9 Purchaser shall transfer to the Title Company in connection escrow, for delivery to the Seller at Closing, funds in immediately available US Dollars equal to the Purchase Price specified in this Agreement, as the same may be adjusted in accordance with this Agreement, and for prorated items due Seller pursuant to the closing statement. 7.2.10 Intentionally deleted; 7.2.11 To the extent consistent with the transactions contemplated hereby and thereby; (iv) a certificate other provisions of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents parties shall execute and deliver such other documents, conveyances, and affidavits requested by the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (party or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Title Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: that are: (i) each of the Promissory Notes made payable to each Seller required by applicable federal, state, or local laws, statutes, ordinances, rules, regulations, judgments, orders, writs, injunctions, decrees, and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; governmental permits; (ii) stock certificates representing required by the portion of Holdings Equity allocated Title Company in order to each Seller in accordance with such Seller’s Pro Rata Share, as shown issue the title insurance policy to Purchaser; or (iii) customarily given in the Consideration Spreadsheet;appropriate jurisdiction to accomplish transfer of assets of the type involved. 7.2.12 Unless otherwise expressly provided in this Agreement, Seller shall deliver Purchaser possession and occupancy of the Property at the Closing free from all liens, encumbrances, restrictions, assessments, easements, tenancies, and occupancies of every nature except for those exceptions accepted by Purchaser in writing.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver or cause to Holdings be delivered the followingfollowing items to each Investor, against payment by such Investor of its Consideration as set forth in Schedule B: (i) all stock certificates held by the Sellers a duly issued share certificate representing the Shares, Purchase Shares purchased by such Investor pursuant to the extent such Shares are certificated at the time of ClosingSection 2.2(a); (ii) a certificate, compliance certificate dated as of the Closing Date and signed by a duly authorized officer representative of each member of the Target Company, Company Group and by the Founder certifying that each of all the conditions set forth specified in Section 8.2(a) and Section 8.2(b) 5 have been satisfiedfulfilled and stating that there shall have been no Material Adverse Effect since the Statement Date; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance counterparts of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyto which any Warrantor is a party, and (b) duly executed by such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyWarrantor; (iv) a certificate copies of the Secretary (or equivalent officer) directors’ resolutions and/or shareholders’ resolutions of the Target Company certifying the names and signatures other members of the officers Company Group, where appropriate, approving, among other things, (A) the issuance and sale of the Target Purchase Shares to such Investor, (B) the issue of new share certificates in respect of the Purchase Shares to such Investor, and (C) the execution of this Agreement to which such member of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderGroup is a party; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority Amended Articles in the form attached hereto as Exhibit 1 which shall have been duly adopted by all necessary actions of the jurisdiction Board of Directors and/or the Shareholders of the Company and shall have become and remain effective under the Laws in which of the Target Company is organizedCayman Islands; (vi) copies of the Consideration Spreadsheet contemplated in Section 2.6; (vii) register of members of the FIRPTA StatementCompany as of the Closing Date certified by a director of the Company as true copies updated to show such Investor as the holder of the number of Purchase Shares to be purchased at Closing ; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate a copy of the transactions contemplated by this AgreementWarrantors’ Disclosure Schedule (the “Disclosure Schedule”). (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the followingeach Investor shall: (i) each of pay to an account, specified by the Promissory Notes made payable Company to each Seller and such Investor at least five (5) Business Days prior to the Closing Date, by wire transfer in immediately available US$ funds the Consideration set forth opposite its name in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;third column of Schedule B hereto; and (ii) stock certificates representing the portion deliver or cause to be delivered executed counterparts of Holdings Equity allocated this Agreement to each Seller in accordance with which such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Investor is a party.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Companies shall deliver (or cause to Holdings be delivered as may be specified herein) to Verano the following: (i) lock-up acknowledgements, each substantially in the form attached as Exhibit A (each, a “Lock-Up Acknowledgement”), that cover at least 75% of all stock certificates held of the Share Consideration to be issued in the Company Mergers and the Exchanges, duly executed by the Sellers representing the Shares, to the extent Persons receiving such Shares are certificated at the time of ClosingShare Consideration; (ii) resignations of certain managers and officers of each Company pursuant to Section 5.07; (iii) a certificate, dated as of the Closing Date and signed by a duly authorized officer officers of the Target each Company, that each of the conditions set forth in Section 8.2(a7.02(a) and Section 8.2(b7.02(b) have been satisfied; (iiiiv) a certificate of the Secretary (or equivalent officer) of the Target each Company certifying (1) that (a) attached thereto are true and complete copies of all resolutions adopted by the Target applicable Company Board authorizing approving the execution, execution and delivery and performance of this Agreement and each Ancillary Document to which such Company is a party, and the performance by such Company and its Company Subsidiaries of their respective obligations under this Agreement and such Ancillary Documents (subject to approval of a majority of the Members of each Company), (2) that attached thereto are true and complete copies of resolutions adopted by a majority of the Members of each Company approving the execution and delivery of this Agreement and each Ancillary Document to which such Company is a party, and the consummation performance by such Company and its Company Subsidiaries of the transactions contemplated hereby their respective obligations under this Agreement and therebysuch Ancillary Documents, (3) that all such resolutions referenced in clauses (1) and (b2) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (4) the names and signatures of the officers of such Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder to which such Company is a party; (v) a good standing certificate (or its equivalent) for each Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which such Company is formed; (vi) the Company FIRPTA Statements; and (vii) such other documents or instruments as Verano reasonably requests prior to the Closing Date and that are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Verano shall deliver (or cause to be delivered by PubCo or such other Person as may be specified herein) to the Companies (or such other Person as may be specified herein) the following: (i) to the Exchange Agent, the aggregate Closing Consideration payable and issuable in the Company Mergers and in the Exchanges; (ii) Convertible Notes duly executed and payable to the Members as set forth in the Consideration Spreadsheet; (iii) payment to third parties by wire transfer of immediately available funds that amount of money due and owing from the Companies to such third parties as Transaction Expenses, as set forth on the Merger Consideration Statement; (iv) payment to holders of outstanding Indebtedness , if any, by wire transfer of immediately available funds, that amount of money due and owing from any Company to such holder of outstanding Indebtedness, as set forth on the Merger Consideration Statement; (v) the issuance of shares of PubCo as payment for the Broker Fees as set forth on Schedule 3.09 and the Consideration Spreadsheet; (vi) a certificate, dated as of the Closing Date and signed by duly authorized officers of Verano, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied; (vii) a certificate of the Secretary (or equivalent officer) of Verano certifying (1) that attached thereto are true and complete copies of all resolutions adopted by the Target Company certifying Verano Board approving the execution and delivery of this Agreement and each Ancillary Document to which Verano is a party, and the performance by Verano and the Verano Subsidiaries of their respective obligations under this Agreement and such Ancillary Documents, (2) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, and (3) the names and signatures of the officers of the Target Company Verano authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vviii) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedVerano FIRPTA Statements; (viix) lock-up agreements duly executed by or on behalf of the Consideration Spreadsheet contemplated Persons receiving Verano Merger Shares containing the same transfer restrictions as set forth in Section 2.6; the Lock-Up Acknowledgment and that cover at least a number of Verano Merger Shares equal to (vii1) 75% of all of the FIRPTA StatementVerano Merger Shares, minus (2) all Verano Merger Shares subject to existing lock-up restrictions, in all cases as in effect on the date of this Agreement and that have been disclosed to Member Representative prior to the date hereof; and (viiix) such other documents or instruments as Holdings the Companies reasonably requests and request prior to the Closing Date that are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior Subject to the terms and conditions of this Agreement, at the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) all stock certificates held by the Sellers representing the Sharessuch bills of sale, assignments and such other instruments of transfer as shall transfer to Buyer full title to the extent such Shares are certificated at Purchased Assets free and clear of all Encumbrances, in form and substance mutually acceptable to the time of Closingparties hereto; (ii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller and any certificate required by Section 1446 of the Code; (iii) the Tax Clearance Certificates and evidence, satisfactory to Buyer, of any required notifications described in Section 5.05(f); (iv) a certificate, dated as of the Closing Date and signed executed on behalf of Seller by a duly authorized officer of its Chief Executive Officer, to the Target Company, effect that each of the conditions set forth in Section 8.2(aSections 6.01(a), 6.01(b) and Section 8.2(b6.01(c) have has been satisfied; (iiiv) a certificate of an officer of Seller certifying as to (A) the Secretary (or equivalent officer) resolutions of the Target Company certifying that (a) attached thereto are true board of directors of Seller, duly adopted and complete copies of all resolutions adopted by the Target Company Board authorizing in effect, which authorize the execution, delivery and performance of this Agreement and the Ancillary Documents transactions contemplated hereby, (B) the resolutions of the holders of the requisite voting power of the capital stock of Seller, duly adopted and the consummation of in effect, which authorize the transactions contemplated hereby and therebyhereby, and (bC) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company Seller authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedhereunder; (vi) a written consent and release agreement, in substantially the Consideration Spreadsheet contemplated in Section 2.6form and substance of Exhibit A attached here to, from Acreage Holdings, Inc. (the “Lender Consent and Release Agreement”); (vii) written consent from the FIRPTA StatementCity of Framingham to the assignment of the HCA or other evidence showing an HCA between the City of Framingham and Buyer and all other approvals or consents required to operate the License, in each case in form and substance acceptable to Buyer; (viii) the Lease, as approved by Buyer in accordance with Section 5.02(d)(ii), which Lease authorizes assignment to Buyer, and assignment of said Lease to Buyer on forms acceptable to Buyer; (ix) an accredited investor questionnaire substantially in the form attached hereto as Exhibit B (the “Accredited Investor Questionnaire”); and (viiix) such other documents customary instruments of transfer, assumption, filings or instruments documents, in form and substance reasonably satisfactory to Buyer, as Holdings reasonably requests and are reasonably necessary may be required to consummate the transactions contemplated by give effect to this Agreement. (b) At the Closing, Holdings Buyer shall deliver deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered, the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;Share Consideration; and (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller instruments described in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Section 2.02(a)(i) duly executed by Buyer.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver or cause to Holdings be delivered to Purchaser (unless delivered previously) the following: (i) all stock certificates held by its and the Sellers representing the Shares, Lenders’ executed signature page(s) to the extent such Shares are certificated at the time of ClosingPayoff and Release Agreement; (ii) a certificate, dated PEG LP’s and PEGI’s executed signature page to the Closing Date Assignment and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedAcknowledgement Agreement; (iii) a certificate of an authorized officer of Seller, certifying as to the Secretary (or equivalent officer) good standing of Seller, resolutions of Seller authorizing Seller to enter into this Agreement, incumbency of the Target Company certifying that (a) attached thereto are true and complete copies officers of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of Seller executing this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyAgreement, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyother matters as shall be reasonably requested by Purchaser; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the all other documents and instruments reasonably requested by Purchaser that are necessary to be delivered hereunder and thereunder;transfer the Shares to Purchaser; and (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws Shares in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in book entry form pursuant to Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests 2.1 and are reasonably necessary to consummate the transactions contemplated by this AgreementSection 2.2 herein. (b) At the Closing, Holdings Purchaser shall deliver or cause to be delivered to Seller Representative (or such other Person as may be specified hereinunless delivered previously) the following: (i) each of its executed signature page(s) to the Promissory Notes made payable to each Seller Payoff and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsRelease Agreement; (ii) stock certificates representing its executed signature page to the portion Assignment and Acknowledgement Agreement; (iii) the Closing Purchase Price, by wire transfer of Holdings Equity allocated immediately available funds into the account designated by Seller pursuant to each Section 2.3; (iv) a certificate of an authorized officer of Purchaser, certifying as to the resolutions of Purchaser authorizing Purchaser to enter into this Agreement, incumbency of the officers of Purchaser executing this Agreement, and such other matters as shall be reasonably requested by Seller; and (v) all other documents and instruments reasonably requested by Seller in accordance with such Seller’s Pro Rata Share, as shown in that are necessary to transfer the Consideration Spreadsheet;Shares to Purchaser.

Closing Deliverables. (a) At On or prior to the Closing, the Seller Representative Company shall issue, deliver or cause to Holdings be delivered to each Purchaser the following:following (the “Company Deliverables”): (i) all stock certificates held evidence of the issuance of the Shares in the names of the Purchasers by book-entry statement from the Sellers representing Transfer Agent (in the Shares, to name of such Purchaser as set forth on the extent such Shares are certificated at the time of ClosingStock Issuance Questionnaire included as Exhibit E hereto); (ii) a certificateif applicable, dated for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, electronic copies of the Pre-Funded Warrants, if applicable, executed by the Company and registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares calculated in accordance with Section 2.1, on the terms set forth therein, with the original Pre-Funded Warrants, delivered within five (5) Business Days after the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedDate; (iii) a certificate legal opinion of Company Counsel and/or Nevada Counsel, dated as of the Secretary (or equivalent officer) of Closing Date and in form and substance reasonably satisfactory to the Target Company certifying that (a) attached thereto are true Placement Agents, executed by such counsel and complete copies of all resolutions adopted by addressed to the Target Company Board authorizing the execution, delivery and performance of this Agreement Purchasers and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyPlacement Agents; (iv) the Registration Rights Agreement, duly executed by the Company; (v) duly executed Irrevocable Transfer Agent Instructions instructing the Transfer Agent to deliver, on an expedited basis, of the issuance of the Shares to be issued to each Purchaser, registered in the name of such Purchaser (or its nominee, as directed by the Purchaser); (vi) a copy of the Notification Form: Listing of Additional Shares for the listing of the Shares and Warrant Shares filed by the Company with Nasdaq; (vii) a certificate of the Secretary (or equivalent officer) of the Target Company (the “Secretary’s Certificate”), dated as of the Closing Date, (A) certifying the names and signatures resolutions adopted by the Board of the officers of the Target Company Directors or a duly authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Securities, (B) certifying the current versions of the Articles of Incorporation and Bylaws (as each term is defined below) and (C) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in substantially the form attached hereto as Exhibit F; (viii) the Compliance Certificate referred to in Section 5.1(i). (ix) a certificate evidencing the good standing of the Company issued by the Secretary of State of the State of Nevada, as of a date within three (3) Business Days of the Closing Date; and (x) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within three (3) Business Days of the Closing Date. (b) At On or prior to the Closing, Holdings each Purchaser shall deliver or cause to Seller Representative be delivered to the Company the following (or such other Person as may be specified herein) the following:“Purchaser Deliverables”): (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheetthis Agreement, duly executed by Holdingssuch Purchaser; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller its Subscription Amount in accordance with Section 2.2(b), if applicable; (iii) its Convertible Note(s) in accordance with Section 2.2(c), if applicable; (iv) the Registration Rights Agreement, duly executed by such Seller’s Pro Rata Share, as shown P▇▇▇▇▇▇▇▇; and (v) a fully completed Stock Issuance Questionnaire in the Consideration Spreadsheet;form attached hereto as Exhibit D.

Closing Deliverables. (a) At On or prior to the Closing, the Seller Representative Company shall issue, deliver or cause to Holdings be delivered to each Purchaser the following:following (the “Company Deliverables”): (i) all stock certificates held evidence of the issuance of the Securities in the names of the Purchasers by book-entry statement from the Sellers representing Transfer Agent (in the Shares, to name of such Purchaser as set forth on the extent such Shares are certificated at the time of ClosingStock Issuance Questionnaire included as Exhibit C hereto); (ii) a certificatelegal opinion of Company Counsel, dated as of the Closing Date and signed in form and substance reasonably satisfactory to the Purchasers, executed by a duly authorized officer of such counsel and addressed to the Target Company, that each of Purchasers and the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedPlacement Agents; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, of the issuance of the number of Securities set forth opposite the name of such Purchaser under the heading “Number of Securities Purchased” on Annex A attached hereto, registered in the name of such Purchaser (or its nominee, as directed by the Purchaser); (v) the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Common Shares and the Conversion Shares and shall have received confirmation from Nasdaq that it has completed its review of such form with no objections to the transactions contemplated in the Transaction Documents; (vi) a certificate of the Secretary (or equivalent officer) of the Target Company (the “Secretary’s Certificate”), dated as of the Closing Date, (A) certifying that (a) attached thereto are true and complete copies of all the resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of Directors or a duly authorized committee thereof approving the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign by this Agreement, the Ancillary other Transaction Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority issuance of the jurisdiction under Securities and the Laws Conversion Shares, (B) certifying the current versions of the certificate of incorporation, as amended, and bylaws of the Company and (C) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in which substantially the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6form attached hereto as Exhibit E; (vii) the FIRPTA StatementCompliance Certificate referred to in Section 5.1(h); (viii) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; (ix) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within three (3) Business Days of the Closing Date; and (viiix) such other documents or instruments a certified copy of the Certificate of Designation, as Holdings reasonably requests and are reasonably necessary to consummate filed with the transactions contemplated by this AgreementSecretary of State of the State of Delaware. (b) At On or prior to the Closing, Holdings each Purchaser shall deliver or cause to Seller Representative be delivered to the Company the following (or such other Person as may be specified herein) the following:“Purchaser Deliverables”): (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheetthis Agreement, duly executed by Holdingssuch Purchaser; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller its Subscription Amount, in accordance with such Seller’s Pro Rata ShareUnited States dollars and in immediately available funds, as shown in the Consideration Spreadsheetamount set forth in the “Aggregate Purchase Price” column opposite each Purchaser’s name in the table set forth on Annex A by wire transfer to the Company; (iii) the Registration Rights Agreement, duly executed by such ▇▇▇▇▇▇▇▇▇; and (iv) a fully completed and duly executed Stock Issuance Questionnaire in the form attached hereto as Exhibit C.

Closing Deliverables. (a) At or prior to the each Closing, the Seller Representative Purchaser shall deliver deliver, or cause to Holdings be delivered, to Parent the following: (i) all stock certificates held an amount in Dollars equal to the sum of (A) the applicable Closing Payment plus (B) the applicable Net Derivative Value, by the Sellers representing the Shareswire transfer in immediately available funds, to one or more accounts that have been designated by Parent at least two Business Days prior to the extent such Shares are certificated at the time of Closingapplicable Closing Date; (ii) a certificate, dated if the Closing Date and signed by a duly authorized officer in respect of the European Target CompanyCompanies has previously occurred, that each an amount in Dollars equal to the applicable portion of the conditions set forth Holdback Amount payable, by wire transfer in Section 8.2(a) and Section 8.2(b) immediately available funds, to one or more accounts that have been satisfieddesignated by Parent at least two Business Days prior to the applicable Closing Date; (iii) to the extent applicable, funds in an amount and of a certificate type sufficient to satisfy Purchaser's obligations with respect to the repayment of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are Intercompany Loans set forth in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebySection 5.17; (iv) a certificate the deliverables listed on Schedule B for which Purchaser or any of its Affiliates is responsible to the Secretary (or equivalent officer) of extent they relate to the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderSubject Companies; (v) a good standing certificate (or its equivalent) from the secretary of state or similar reasonable evidence that all Purchaser Required Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedApprovals have been obtained; (vi) the Consideration Spreadsheet contemplated certificate referred to in Section 2.6;6.3(c); and (vii) the FIRPTA Statement; and (viii) such other documents customary instruments of transfer or instruments assumption, in each case in form and substance reasonably satisfactory to Parent, as Holdings may be reasonably requests and are reasonably necessary required to consummate give effect to the transactions contemplated by this AgreementTransaction Documents to the extent they relate to such Closing. (b) At the each Closing, Holdings Parent shall deliver deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered, to Purchaser the following: (i) each the deliverables listed on Schedule B for which Parent or any of its Affiliates is responsible, to the Promissory Notes made payable extent they relate to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsSubject Companies; (ii) stock the certificate referred to in Section 6.2(c); (iii) the certificates representing referred to in Section 6.2(d), to the portion extent they relate to the Subject Companies; (iv) reasonable evidence that all Parent Required Governmental Approvals have been obtained; (v) subject to applicable Law, the resignations, effective as of Holdings Equity allocated such Closing, of all directors and officers of the Subject Companies, except for such individuals who are Continuing Employees; (vi) executed assignments of Parent's right, title and interest in and to the Company In-Process Marks applicable to the Target Companies involved in such Closing; and (vii) such other customary instruments of transfer or assumption, in each Seller case in accordance with such Seller’s Pro Rata Shareform and substance reasonably satisfactory to Purchaser, as shown in may be reasonably required to give effect to the Consideration Spreadsheet;Transaction Documents to the extent they relate to such Closing.

Closing Deliverables. At the Closing: (a) At Contributor will deliver, or prior cause to be delivered, the following to the Closing, the Seller Representative shall deliver to Holdings the followingAcquirer Parties: (i) all stock certificates held the Assignment of Partnership Interests, duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingContributor; (ii) the Registration Rights Agreement, duly executed by Contributor; (iii) copies of all consents, authorizations, approvals, notices, filings and registrations listed on Schedule 3.7; (iv) a certificate, dated as of the Closing Date and signed by a duly authorized officer of the Target CompanyContributor, certifying that each of the conditions set forth in Section 8.2(aSections 6.3(a) and Section 8.2(b6.3(b) have been satisfied; (iiiv) a certificate of the Secretary secretary or assistant secretary of Contributor, dated as of the Closing Date: (A) certifying as to and attaching (1) the resolutions adopted by Contributor authorizing the Contemplating Transactions, and (2) a certificate of good standing (or equivalent officercertificate) of Contributor, issued within 15 days prior to the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted Closing Date by the Target Company Board authorizing Secretary of State (or equivalent Governmental Authority) of Contributor’s jurisdiction of organization; and (B) certifying as to the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation authorization of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted officers of Contributor executing documents in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedContemplated Transactions; (vi) all information reasonably requested by the Consideration Spreadsheet contemplated in Section 2.6;Acquirer Parties regarding Contributor’s tax basis with respect to the NJNR Interests; and (vii) the FIRPTA Statement; and (viii) all such other documents documents, agreements, or instruments as Holdings reasonably requests shall, in the reasonable opinion of the Acquirer Parties and are their counsel, be reasonably necessary or desirable in connection with the Contemplated Transactions, or required to consummate be delivered by Contributor at or prior to the transactions contemplated by Closing Date pursuant to this Agreement. (b) At The Acquirer Parties will deliver or issue, or cause to be delivered or issued, the Closing, Holdings shall deliver following to Seller Representative (or such other Person as may be specified herein) the followingContributor: (i) each the New DM Units as required by Section 2.2 of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdingsthis Agreement; (ii) stock certificates representing the portion Assignment of Holdings Equity allocated Partnership Interests, duly executed by DM Sub; (iii) the Registration Rights Agreement, duly executed by DM; (iv) copies of all consents, authorizations, approvals, notices, filings and registrations listed on Schedule 4.5; (v) a certificate, dated as of the Closing Date and signed by a duly authorized officer of each of the respective Acquirer Parties, certifying that the conditions set forth in Sections 6.4(a) and 6.4(b) have been satisfied; (vi) a certificate of the secretary or assistant secretary of DM, dated as of the Closing Date: (A) certifying as to each Seller and attaching (1) the resolutions adopted by DM authorizing the Contemplating Transactions, and (2) a certificate of good standing (or equivalent certificate) of DM, issued within 15 days prior to the Closing Date by the Secretary of State of Delaware; and (B) certifying as to the authorization of the officers of DM executing documents in accordance connection with the Contemplated Transactions; (vii) a certificate of the secretary or assistant secretary of DM Sub, dated as of the Closing Date: (A) certifying as to and attaching (1) the resolutions adopted by DM Sub authorizing the Contemplating Transactions, and (2) a certificate of good standing (or equivalent certificate) of DM Sub, issued within 15 days prior to the Closing Date by the Secretary of State of Delaware; and (B) certifying as to the authorization of the officers of DM Sub executing documents in connection with the Contemplated Transactions; and (viii) all such Seller’s Pro Rata Shareother documents, agreements, or instruments as shown shall, in the Consideration Spreadsheet;reasonable opinion of Contributor and its counsel, be reasonably necessary or desirable in connection with the Contemplated Transactions, or required to be delivered by the Acquirer Parties at or prior to the Closing Date pursuant to this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Company will have delivered or caused to be delivered to Holdings all of the followingfollowing in form and substance satisfactory to Holdings: (i) all stock certificates held copies of the resolutions unanimously and duly adopted by the Sellers representing Company's board of directors, authorizing the Sharesexecution, to delivery and performance by the extent such Shares are certificated at Company of this Agreement, and the time consummation of Closingall of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary of the Company; (ii) a certificate, certificate dated as of the Closing Date and signed by a duly authorized from an officer of the Target Company, that Company and from each of the Company Shareholders stating that the conditions set forth specified in Section 8.2(a) and Section 8.2(b) 5.3 have been satisfied;fully satisfied or waived by the Company and the Company Shareholders, as applicable; and (iii) a certificate of good standing and existence form the Secretary (or equivalent officer) of State of the Target Company certifying that (a) attached thereto are true and complete copies State of all resolutions adopted by Nevada, of a recent date, with respect to the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementCompany. (b) At the Closing, Holdings shall deliver will have delivered or caused to Seller Representative (or such other Person as may be specified herein) delivered to the followingCompany and the Company Shareholders each of the following in form and substance satisfactory to the Company and the Company Shareholders: (i) each a certificate of the Promissory Notes made payable to each Seller secretary of Holdings and in TAI, certifying (A) that a true, correct and complete copy of the principal amounts set forth in articles of incorporation of Holdings and TAI, as applicable is attached, and (B) that a true, correct and complete copy of the Consideration Spreadsheetbylaws of Holdings and TAI, duly executed by Holdingsas applicable is attached; (ii) stock copies of the resolutions unanimously and duly adopted by each of Holdings' and TAI's boards of directors authorizing the execution, delivery and performance by Holdings and TAI of this Agreement, and the consummation of all of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary or assistant secretary of Holdings and TAI, as applicable; (iii) a certificate dated as of the Closing Date from an officer of each of TAI and Holdings and the Holdings Shareholder stating that the conditions specified in section 5.2 have been fully satisfied or waived by TAI, Holdings and the Holdings Shareholders, as applicable; (iv) certificates representing the portion an aggregate of [13,461,200] shares of Holdings Equity allocated Common Stock, issued to each Seller the Company Shareholders in accordance with such Seller’s Pro Rata ShareSection 2.5(b) above; and (v) a certificate of existence and good standing from the Secretaries of State of the States of Colorado and Nevada, each of a recent date, with respect to Holdings and TAI, as shown in the Consideration Spreadsheet;applicable.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) all stock certificates held a ▇▇▇▇ of sale in form and substance satisfactory to Buyer (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the Sellers representing Tangible Personal Property included in the Shares, Purchased Assets to the extent such Shares are certificated at the time of ClosingBuyer; (ii) a certificatean assignment and assumption agreement in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, dated effecting the Closing Date assignment to and signed assumption by a duly authorized officer Buyer of the Target Company, that each of Purchased Assets and the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedAssumed Liabilities; (iii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to (A) the Target Company certifying that (a) attached thereto are true resolutions of the board of directors and complete copies the shareholders of all resolutions adopted by the Target Company Board authorizing Seller, which authorize the execution, delivery delivery, and performance of this Agreement, the ▇▇▇▇ of Sale, the Assignment and Assumption Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents; (iv) such other customary instruments of transfer or assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement; and (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price (less any amounts which may be withheld for outstanding Tax Liabilities); (ii) the Assignment and Assumption Agreement duly executed by Buyer; and (iii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, which authorize the execution, delivery, and performance of this Agreement and the Ancillary Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (bB) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company Buyer authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementTransaction Documents; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company will deliver or cause to Holdings the followingbe delivered: (i) all stock certificates held to Acquiror, a certificate signed by an officer of the Sellers representing Company, dated as of the SharesClosing Date, certifying that, to the extent knowledge and belief of such Shares are certificated at officer, the time of Closingconditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(c) have been fulfilled; (ii) a certificateto Acquiror, dated the Closing Date and signed by a duly authorized officer written resignations of all of the Target Company, that each directors of the conditions set forth Company (other than those Persons identified as the initial directors of the Initial Surviving Corporation, in accordance with the provisions of Section 8.2(a) 2.6 and Section 8.2(b) have been satisfied7.6), effective as of the First Effective Time; (iii) a certificate of to Acquiror, the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted Registration Rights Agreement, duly executed by the Target Company Board authorizing the execution, delivery and performance each of this Agreement Company’s stockholders (and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (btheir Affiliates) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyparty thereto; (iv) a certificate to Acquiror, the Lock-Up Agreement, duly executed by each of the Secretary Key Holders listed in clause (or equivalent officera) of the Target Company certifying the names and signatures definition of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;Key Holders; and (v) to Acquiror, a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority on behalf of the jurisdiction under Company, prepared in a manner consistent and in accordance with the Laws requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in which the Target Company is organized; (vi) is, or has been during the Consideration Spreadsheet contemplated relevant period specified in Section 2.6; (vii897(c)(1)(A)(ii) of the FIRPTA Statement; and (viiiCode, a “United States real property interest” within the meaning of Section 897(c) such other documents or instruments as Holdings reasonably requests of the Code, and are reasonably necessary a form of notice to consummate the transactions contemplated by this AgreementIRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, Holdings shall Acquiror will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered: (i) each of to the Promissory Notes made payable Exchange Agent, the Aggregate Merger Consideration for further distribution to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsCompany’s stockholders pursuant to Section 3.2; (ii) stock certificates representing to the portion Company, a certificate signed by an officer of Holdings Equity allocated Acquiror, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iii) to the Company, the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇, the Sponsor and its Affiliates party thereto; (iv) to the Company, the Lock-Up Agreement, duly executed by each Seller of the Key Holders listed in clause (b) of the definition of Key Holders; and (v) to the Company, the written resignations of all of the directors and officers of ▇▇▇▇▇▇▇▇ and First Merger Sub (other than those Persons identified as the initial directors and officers, respectively, of the Initial Surviving Corporation, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the First Effective Time. (c) On the Closing Date, concurrently with the First Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid Acquiror Transaction Expenses as set forth on the written statement to be delivered to the Company not less than three (3) Business Days prior to the Closing Date and (ii) all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than three (3) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by Continental, the certified Taxpayer Identification Numbers of each payee; provided, that any accrued and unpaid Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such Selleremployee, independent contractor, officer or director through the Company’s Pro Rata Share, as shown in the Consideration Spreadsheet;payroll.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative and Target shall deliver or cause to Holdings be delivered to Buyer the following: (i) all stock certificates held a share transfer form duly signed by Seller in respect of the Sellers representing transfer of the Shares, Target Shares from Seller to the extent such Shares are certificated at the time of ClosingBuyer; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer share certificate(s) in the name of Seller representing the Target Company, that each of Shares (if any) for the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedBuyer’s further transmission to Target for cancellation; (iii) a certificate certified true copy of the Secretary (or equivalent officer) updated register of members of Target evidencing the transfer of the Target Company certifying that (a) attached thereto are true Shares from Seller to Buyer, and complete copies recording Buyer as the registered legal holder of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyShares; (iv) a new share certificate of the Secretary (or equivalent officer) of representing the Target Company certifying the names and signatures of the officers of Shares issued by the Target Company authorized to sign this Agreement, in the Ancillary Documents and the other documents to be delivered hereunder and thereundername of Buyer; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which Seller Closing Certificate duly executed by Seller and the Target Company is organizedClosing Certificate duly executed by Target; (vi) a certificate of a director of Seller, dated as of the Consideration Spreadsheet contemplated in Section 2.6; Closing Date, (viiA) certifying true and complete copies of the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests resolutions adopted and are reasonably necessary to consummate passed by the Seller Board of Directors approving the transactions contemplated by this Agreement and the ARSHA, (B) attaching and certifying true and complete copies of the Seller’s Organizational Documents, (C) certifying the valid existence of Seller under the laws of the Cayman Islands and that there are no Government Proceedings for the dissolution or liquidation of Target or any of the Subsidiaries, and (D) certifying as to the signatures and authority of persons signing this Agreement, the ARSHA and related documents on behalf of Seller; and (vii) a certificate of a director of Target, dated as of the Closing Date, (A) certifying true and complete copies of resolutions adopted and passed by the Target Board of Directors approving the transactions contemplated by this Agreement (including without limitation the transfer of the Target Shares from Seller to Buyer), (B) attaching and certifying true and complete copies of the Target’s Organizational Documents, (C) certifying the valid existence of Target under the laws of the Cayman Islands and that there are no Government Proceedings for the dissolution or liquidation of Target or any of the Subsidiaries, and (D) certifying as to the signatures and authority of persons signing this Agreement and related documents on behalf of Target. (b) At the Closing, Holdings Buyer shall deliver or cause to be delivered to Seller Representative (or such other Person as may be specified herein) the following: (i) each a certified true copy of the Promissory Notes made payable updated register of members of Buyer recording and giving effect to each the issue and allotment of the Buyer Shares, credited as fully paid, to Seller, and recording Seller and in as the principal amounts set forth in registered legal holder of the Consideration Spreadsheet, duly executed by HoldingsBuyer Shares; (ii) stock certificates a new share certificate representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown Buyer Shares issued by Buyer in the Consideration Spreadsheetname of Seller; (iii) a copy of the Second Amended and Restated Memorandum and Articles of Association duly stamped by the Registrar of Companies in the Cayman Islands; (iv) the Buyer Closing Certificate duly executed by Buyer; and (v) a certificate of the Chief Executive Officer of Buyer, dated as of the Closing Date, (A) certifying true and complete copies of the resolutions adopted and passed by the Buyer Board of Directors and the Audit Committee of Buyer approving the transactions contemplated by this Agreement and the ARSHA, (B) attaching and certifying true and complete copies of the Buyer’s Organizational Documents, (C) certifying the valid existence of Buyer under the laws of the Cayman Islands and that there are no Government Proceedings for the dissolution or liquidation of Buyer or any of the Subsidiaries, and (D) certifying as to the signatures and authority of persons signing this Agreement, the ARSHA and related documents on behalf of Buyer.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings Parent the following: (i) all stock certificates held by resignations of the Sellers representing directors and officers of the Shares, Company pursuant to the extent such Shares are certificated at the time of ClosingSection 5.7; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have been satisfied; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (2) the Stockholder Approval, and (B) all such resolutions are in full force and effect, unamended and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a good standing certificate from the Secretary of State of the State of Delaware; (v) at least three (3) Business Days prior to the Closing, the Estimated Schedule; (vi) the FIRPTA Statement; (vii) employment offer letters for each of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Held, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Virgalito in the form of Exhibit C attached hereto, duly executed by each such employee; (viii) restrictive covenant agreements with each of the Persons listed on Schedule 2.4 in the form of Exhibit D attached hereto, duly executed by each such Person; (ix) termination of employment agreements, duly executed by each of ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ Held, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, which termination agreements shall be as agreed to by Parent and which shall include an unconditional waiver and release by each individual of any rights to severance or any other payments of any kind or nature by the Company or any Affiliate of the Company arising from such individual’s termination of employment; (x) evidence satisfactory to Parent that the individuals listed in Section 2.1(g) of the Company Disclosure Schedule have been added to the payroll of the Company effective as of January 1, 2019; (xi) evidence satisfactory to Parent that the Company owns 100% of each of its Subsidiaries; (xii) a schedule in form and substance satisfactory to Parent setting forth, for each holder of Company Stock Options, the total amount of all applicable Taxes that are required to be withheld and remitted to any Governmental Entity in connection with the cancellation of Company Stock Options in exchange for Parent Stock pursuant to the terms of this Agreement; (xiii) each holder of a Company Stock Option shall have executed and delivered an option cancellation agreement in form and substance reasonably acceptable to Company and Parent providing for the cancellation of the Company Stock Option held by such holder; and (xiv) such other documents or instruments as Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Parent shall deliver to the Company (or such other Person as may be specified herein) the following: (i) payment to each Pay-Off Lender by wire transfer of immediately available funds an amount equal to the Estimated Closing Indebtedness owing from the Company to such Pay-Off Lender as set forth on the Estimated Schedule; (ii) payment of third parties by wire transfer of immediately available funds that amount of money due and owing from the Company to such third parties as Company Transaction Expenses as set forth on the Estimated Schedule; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (b) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of Exchange Agent Agreement duly executed by the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statementparties thereto; and (viiivi) such other documents or instruments as Holdings the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Buyer will make the payments specified in Section 2.3 and will deliver, or cause to Holdings be delivered, to the followingSeller, as applicable: (i) all stock certificates held the officer’s certificate contemplated by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingSection 7.3(c); (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedexecuted Assignment; (iii) a certificate duly executed by the secretary or any assistant secretary of the Secretary Buyer, dated as of the Closing, attaching and certifying on behalf of the Buyer (A) the Organizational Documents of the Buyer and (B) the resolutions of the board of directors (or equivalent officerother appropriate governing body) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board Buyer authorizing the execution, delivery and performance by the Buyer of this Agreement the Transaction Documents to which it is a party and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate duly executed counterpart of the Secretary Transition Services Agreement; and (v) such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required or requested by the Seller to consummate the transactions contemplated hereby. (b) At the Closing, the Seller will deliver, or cause to be delivered, to the Buyer: (i) a duly executed Assignment; (ii) the officer’s certificates contemplated by Section 7.2(d); (iii) a certificate duly executed by the secretary or any assistant secretary of the Seller, dated as of the Closing, attaching and certifying on behalf of the Seller (A) the Organizational Documents of the Seller and (B) the resolutions of the board of directors of the Seller authorizing the execution, delivery and performance by the Seller of the Transaction Documents to which it is a party and the transactions contemplated thereby; (iv) a properly completed certificate described in Treasury Regulations Section 1.1445-2 dated on or before the Closing Date stating that the Seller (or equivalent officerSeller’s regarded parent if Seller is a disregarded entity) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderis not a foreign person; (v) resignation letters from the individuals listed on Section 2.6(b)(v) of the Seller Disclosure Letter; (vi) a good standing certificate (or its equivalent) for each Company from the secretary Secretary of state State or similar Governmental Authority of the jurisdiction under of formation or organization of such Company, in each case dated as of a date within five Business Days before the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6Closing Date; (vii) copies of the FIRPTA Statementthird party consents and approvals identified in Section 3.3(c) and Section 4.3(c) of the Seller Disclosure Letter; (viii) the Inventory Reconciliations; (ix) a duly executed counterpart of the Transition Services Agreement; and (viiix) such other documents or and instruments as Holdings may be required by any other provision of this Agreement or as may reasonably requests and are reasonably necessary be required or requested by the Buyer to consummate the transactions contemplated by this Agreementhereby. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Caesars Parties shall deliver deliver, or cause to Holdings the followingbe delivered, to CAC and Growth Partners: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated as of the Closing Date and signed on behalf of the Caesars Parties by a duly authorized an executive officer of the Target Companyeach Caesars Party, stating that each of the conditions set forth specified in Section 8.2(a10.3(a) and Section 8.2(b10.3(b) have been satisfied; (ii) the Management Services Agreement; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebySettlement Agreement; (iv) a certificate the other Ancillary Agreements intended to be executed at or in connection with the Closing to which any of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this AgreementCaesars Parties is a party, the Ancillary Documents and the other documents to be delivered hereunder and thereunderduly executed by such Person, as applicable; (v) a good standing duly executed certificate (from each of HIE Holdings and CEOC, prepared in accordance with Treasury Regulation Section 1.1445-2(b)(2)(iv), in form and substance reasonably acceptable to CAC and Growth Partners and on the basis of which Growth Partners shall not be required to deduct or its equivalent) from the secretary of state or similar Governmental Authority withhold any amounts under Section 1445 of the jurisdiction under the Laws in which the Target Company is organizedCode from any amounts payable pursuant to this Agreement; (vi) fee stream agreements in respect of the Consideration Spreadsheet contemplated Baltimore Fee Stream and the PH Fee Stream, each in Section 2.6a form reasonably acceptable to CAC; (vii1) certificates evidencing the FIRPTA StatementCIE Shares, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto and (2) to the extent such Transferred Asset is not a Deferred Asset, confirmations of book-entry transfer with respect to the PHWLV Equity and the CBIC Equity; (viii) evidence of registration of the transfer of the CEOC Notes to Growth Partners in accordance with the respective indentures; and (viiiix) such other documents or appropriately executed instruments as Holdings reasonably requests of sale, assignment, transfer and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person conveyance as may be specified herein) necessary to evidence and effect the following: (i) each transfer of the Promissory Notes made payable Transferred Assets to each Seller and Growth Partners or its designees, in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated a form reasonably acceptable to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;CAC.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative EchoStar Parties shall deliver make, or cause to Holdings be made, the followingfollowing deliveries in the following manner: (i) all stock EchoStar shall deliver to DNLLC certificates held by the Sellers representing the EchoStar Tracking Stock Consideration Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated HSSC shall deliver to DOLLC certificates representing the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedHSSC Tracking Stock Consideration Shares; (iii) HSSC shall deliver to DOLLC a certificate duly executed counterpart to the ▇▇▇▇ of Sale; and (iv) The EchoStar Parties shall deliver to the DISH Parties evidence that (A) the EchoStar Tracking Stock COD has been duly filed with the Secretary of State of the Secretary (or equivalent officer) State of Nevada in accordance with the laws of the Target Company certifying that (a) attached thereto are true State of Nevada and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are is in full force and effect and are all as of the resolutions adopted in connection Closing, (B) the HSSC Tracking Stock COD has been duly filed with the transactions contemplated hereby and thereby; (iv) a certificate Secretary of State of the Secretary (or equivalent officer) State of Colorado in accordance with the laws of the Target Company certifying the names State of Colorado and signatures is in full force and effect as of the officers Closing and (C) the Tracking Stock Policy has been adopted and is in full force and effect as of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementClosing. (b) At the Closing, Holdings the DISH Parties shall deliver make, or cause to Seller Representative (or such other Person as may be specified herein) made, the followingfollowing deliveries in the following manner: (i) each DOLLC shall deliver to HSSC a duly executed counterpart to the ▇▇▇▇ of Sale. (c) At the Closing: (i) the DISH Parties shall receive a tax opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the DISH Parties, dated the Closing Date, to the effect that the Merger should be treated as a reorganization within the meaning of Section 368(a) of the Promissory Notes made payable Code and *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to each Seller a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. that the Contributions should be treated as tax-free contributions within the meaning of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to receive and in rely upon tax representation letters reasonably requested by such counsel and delivered by officers of the principal amounts set forth in DISH Parties and the Consideration Spreadsheet, duly executed by Holdings;EchoStar Parties. (ii) stock certificates representing The EchoStar Parties shall receive a tax opinion from White & Case LLP, counsel to the portion EchoStar Parties, dated the Closing Date, to the effect that the Merger should be treated as a reorganization within the meaning of Holdings Equity allocated Section 368(a) of the Code and that the Contributions should be treated as tax-free contributions within the meaning of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to each Seller receive and rely upon tax representation letters reasonably requested by such counsel and delivered by officers of the DISH Parties and the EchoStar Parties. (d) At or prior to the Closing, DOLLC shall transfer to HSSC, by wire transfer of immediately available funds to the account specified by HSSC to DOLLC, an amount in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;cash equal to $11,404,000.00.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative and Parent shall deliver (or cause to Holdings the followingbe delivered) to Buyer: (i) all stock certificates held by the Sellers representing the Shares, executed officer’s certificate required pursuant to the extent such Shares are certificated at the time of ClosingSection 6.2(d) in form and substance reasonably satisfactory to Buyer; (ii) a certificatelimited liability company interest transfer agreement, dated duly executed by Seller, in the Closing Date and signed by a duly authorized officer of form attached hereto as Exhibit A (the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied“Assignment Agreement”); (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true Transition Services Agreement, duly executed by Seller and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyParent; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this each other Ancillary Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderduly executed by Seller and/or one or more of its Affiliates (as applicable); (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority resignations described in Section 5.16, duly executed by the individuals set forth on Section 5.16 of the jurisdiction under the Laws in which the Target Company is organizedDisclosure Letter; (vi) all instruments and documents necessary to release any Encumbrances (other than Permitted Encumbrances) from the Consideration Spreadsheet contemplated in Section 2.6;assets of the Company Group and the Contributed Assets, including appropriate UCC termination statements; and (vii) a certificate, duly completed and executed by Parent, certifying that Parent is not a “foreign person” as defined under Section 1445 of the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests Code and are reasonably necessary to consummate the transactions contemplated by this AgreementTreasury Regulations promulgated thereunder. (b) At the Closing, Holdings Buyer shall deliver to Seller Representative (or such other Person as may cause to be specified hereindelivered) the followingto Seller: (i) each of the Promissory Notes made payable executed officer’s certificate required pursuant to each Seller Section 6.3(c) in form and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdingssubstance reasonably satisfactory to Seller; (ii) stock certificates representing by Wire Transfer to the portion account of Holdings Equity allocated Seller designated pursuant to Section 1.2(c), an amount in cash equal to the Purchase Price; (iii) the Assignment Agreement, duly executed by Buyer; (iv) the Transition Services Agreement, duly executed by Buyer; and (v) each other Ancillary Agreement, duly executed by Buyer and/or one of its Affiliates (as applicable). (c) Not less than two Business Days prior to the Closing Date, Seller shall deliver to Buyer Wire Transfer instructions designating the account(s) to which the amount set forth in accordance with such Seller’s Pro Rata Share, as shown in Section 1.2(b)(ii) shall be paid by Buyer at the Consideration Spreadsheet;Closing.

Closing Deliverables. (a) At or prior to the Closing, the Parent and Seller Representative shall deliver have delivered or cause to Holdings the followingbe delivered to Purchaser: (i) all stock certificates held the Ancillary Agreements, duly executed by the Sellers representing the SharesParent, to the extent such Shares are certificated at the time of ClosingSeller and their applicable Affiliates (as applicable); (ii) a certificatethe Assignment and Assumption Agreement in the form of Exhibit B attached hereto (the “Assignment and Assumption Agreement”), dated the Closing Date Date, and signed appropriately completed and duly executed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) Seller and Section 8.2(b) have been satisfiedits applicable Affiliates; (iii) a certificate of the Secretary (or equivalent officer) of Accountholder Master File, the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement Accountholder List and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyAccount Documentation; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreementfinancing statements, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;prepared by Purchaser, as described in Section 5.01(b); and (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized;Securitization Transfer Agreement, duly executed; and (vi) the Consideration Spreadsheet contemplated in Section 2.6;items specified on Schedule 3.2(a)(vi). (vii) an affidavit stating, under penalty of perjury, Seller’s United States taxpayer identification number and that Seller is not a foreign person, pursuant to Section 1445(b)(2) of the FIRPTA Statement; andCode, substantially in the form of Exhibit C; (viii) such other documents or instruments as Holdings reasonably requests a certificate, signed by a senior officer of Parent and are reasonably necessary a senior officer of Seller and dated the Closing Date, to consummate the transactions contemplated by this Agreementeffect that that the conditions specified in Sections 6.2(a) and (b) have been satisfied. (b) At the Closing, Holdings Purchaser shall deliver have delivered or caused to Seller Representative (or such other Person as may be specified herein) the followingdelivered to Seller: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration SpreadsheetAncillary Agreements, duly executed by HoldingsPurchaser and its applicable Affiliates (as applicable); (ii) stock the Assignment and Assumption Agreement, dated the Closing Date, and appropriately completed and duly executed by Seller and its applicable Affiliates; (iii) the Securitization Transfer Agreement, duly executed by Purchaser and its applicable Affiliates; (iv) a certificate, signed by a senior officer of Purchaser and dated the Closing Date, to the effect that that the conditions specified in Sections 6.1(a), (b) and (f) have been satisfied. (c) Each of Purchaser and Seller shall, at or prior to the Closing Date, execute and deliver all such additional instruments, documents or certificates representing as may be reasonably requested by the portion other party for the consummation at the Closing of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;transactions contemplated by this Agreement.

Closing Deliverables. At the Closing: (a) At or prior to the Closing, the Seller Representative Purchaser shall deliver or cause to Holdings the followingbe delivered to Sellers: (i) a payment as per paragraph 2.5(a), which shall be delivered via Wife transfer of immediately available funds to an account designated by Sellers in advance thereof; (ii) the Security Agreement, duly executed by Purchaser; (iii) a certificate, dated as of the date of the Closing and executed by an executive officer of Purchaser on behalf of Purchaser, certifying the resolutions of the board of directors of Purchaser approving the execution, delivery and implementation of this Agreement and of all stock certificates held documents to be delivered by Purchaser in connection with this Agreement and the transaction contemplated hereby or thereby; and (iv) all Transfer Documentation duly executed by Purchaser; (b) Sellers representing shall deliver or cause to be delivered to Purchaser: (i) the SharesSecurity Agreement, to the extent such Shares are certificated at the time of Closingduly executed by Sellers; (ii) a certificatecertificate from the Government Entity in jurisdictions in which the Sellers are organized, dated within five (5) Business Days prior to the Closing Date and signed by a duly authorized officer date of the Target CompanyClosing, and certifying that each of the conditions set forth said entities are in Section 8.2(a) and Section 8.2(b) have been satisfiedgood standing; (iii) a certificate confirmation that all patents forming part of the Secretary Purchased Assets are registered in the name of ICTV US and that all renewal fees then outstanding have been paid (or equivalent officerotherwise, the fees for the transfer and/or the renewal fees will be paid by Purchaser and added to the Closing Adjustments); (iv) certified copies of the Target Company certifying that (a) attached thereto are true and complete copies resolutions of all resolutions adopted by the Target Company Board directors of each Seller authorizing the execution, delivery and performance implementation of this Agreement and the Ancillary Documents of all documents to be delivered by Sellers in connection with this Agreement and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;; and (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheetall Transfer Documentation not otherwise referenced above, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Sellers.

Closing Deliverables. (a) At On or prior to the ClosingClosing Date, the Seller Representative shall deliver deliver, or cause to Holdings be delivered, to the followingPurchaser: (i) all stock share certificates held by the Sellers representing the SharesHoldCo Shares under the Purchaser’s name, free and clear of any Security Interests and transfer restrictions, duly endorsed by stock powers or other instruments properly evidencing transfer of the HoldCo Shares in a form acceptable to the extent such Shares are certificated at Parent and the time of ClosingPurchaser, with appropriate transfer stamps, if any, affixed; (ii) a certificatethe executed side letters or agreements entered into between the Seller and PGIF and the Company, in which PGIF and the Company have agreed to comply with the applicable terms of this Agreement. ; (iii) the Assignment Agreement duly executed by the Seller; (iv) the Shareholder Agreement duly executed by the Seller; (v) the Director Agreement duly executed by the Company; (vi) an opinion from Hong Kong counsel of the Seller and HoldCo in the form acceptable to the Purchaser; (vii) an opinion from Indonesian counsel of PGIF and the Company in the form acceptable to the Purchaser; (viii) good standing certificates from each of the Seller, HoldCo, PGIF, and the Company of their respective jurisdictions of incorporation; (ix) certificates duly executed by an officer of each of the Seller, ▇▇▇▇▇▇, PGIF, and the Company, dated as of the Closing Date and signed by a duly authorized officer of the Target CompanyDate, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) 9.2 have been satisfied, respectively; (iiix) a certificate certificates duly executed by the secretary of each of the Secretary (or equivalent officer) Seller, ▇▇▇▇▇▇, PGIF, and the Company, dated as of the Target Company certifying that Closing Date, as to their respective (aA) attached thereto are true Organizational Documents, (B) resolutions of the board of directors or persons performing a similar function duly adopted and complete copies of all resolutions adopted by the Target Company Board authorizing in effect, which authorize the execution, delivery delivery, and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyby this Agreement (the “Transactions”), and (bC) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the officers’ names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents Transaction Documents, and the any other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statementhereunder; and (viiixi) such all other documents or instruments as Holdings reasonably requests requested by the Purchaser that are compulsory by law to effect the intent of this Agreement and are reasonably necessary to consummate the transactions contemplated by this AgreementTransactions. (b) At On or prior to the ClosingClosing Date, Holdings the Parent shall deliver pay, or caused to be paid, or deliver, or cause to be delivered, as applicable, to the Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and Cash Consideration by wire transfer in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdingsaccordance with Section 2.2(a); (ii) stock this Agreement duly executed by each of the Parent and the Purchaser; (iii) the Assignment Agreement duly executed by the Parent; (iv) the Shareholder Agreement duly executed by the Purchaser; (v) an irrevocable instruction letter directing the transfer agent of the Company the issuance and registration of the Shares in the name of the Purchaser, or its designated nominee, effective as of the Closing Date; (vi) the Director Agreement duly executed by an individual designated by the Parent to serve on the Board of Directors of the Company; (vii) certificates representing duly executed by an officer of each of the portion Parent and the Purchaser, dated as of Holdings Equity allocated to the Closing Date, that each Seller of the conditions set forth in accordance with such Seller’s Pro Rata ShareSection 9.1 have been satisfied, respectively; (viii) certificates duly executed by the secretary of each of the Parent and the Purchaser dated as of the Closing Date, as shown to their respective (A) Organizational Documents, (B) resolutions of the board of directors duly adopted and in effect, which authorize the Consideration Spreadsheet;execution, delivery, and performance of this Agreement and the consummation of the Transactions, and (C) officers’ names and signatures authorized to sign this Agreement, the Transaction Documents, and any other documents to be delivered hereunder; and (ix) all other documents reasonably requested by the Purchaser that are compulsory by law to effect the intent of this Agreement and consummate the Transactions.

Closing Deliverables. (a) At or prior to the Subscription Closing, the Seller Representative Company shall deliver deliver, or cause to Holdings be delivered, to the Purchaser the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated as of the Subscription Closing Date and signed by a duly authorized officer Manager of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board Company’s Managers authorizing the execution, delivery delivery, and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (ii) Such other documents or instruments as the Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Subscription Closing the Purchaser shall deliver, or cause to be delivered to the Company the following: (i) The Joinder Agreement duly executed on behalf of the Purchaser reflecting the admission of the Purchaser as a Member; (ii) a certificate, dated as of the Subscription Closing Date and signed by a duly authorized officer of Purchaser, certifying that (A) attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Purchaser authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iii) The Subscription Payment Amount; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;The KingsCrowd Warrant; and (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such Such other documents or instruments as Holdings the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (bc) At the Option Closing, Holdings the Company shall deliver deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered, to the Purchaser the following: (i) a certificate, dated as of the Option Closing Date and signed by a Manager of the Company, certifying that (A) each of the Promissory Notes made payable to each Seller and in the principal amounts conditions set forth in Section 8.1 and Section 8.2 have been satisfied, (B) attached thereto are true and complete copies of all resolutions adopted by the Consideration SpreadsheetCompany’s Managers authorizing the execution, duly executed by Holdingsdelivery, and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, and (C) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ii) stock certificates representing such other documents or instruments as the portion Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (d) At the Option Closing, the Purchaser shall deliver, or cause to be delivered to the Company, the following: (i) The Option Payment Amount; (ii) a certificate, dated as of Holdings Equity allocated the Closing Date and signed by a duly authorized officer of Purchaser, certifying that (A) each of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied, (B) attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Purchaser authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, and (C) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iii) A duly executed amended and restated limited liability company agreement of the Company reflecting the redemption of the membership interests of all Members other than the Purchaser; and (iv) such other documents or instruments as the Company may reasonably request and are reasonably necessary to each Seller in accordance with such Seller’s Pro Rata Share, as shown in consummate the Consideration Spreadsheet;transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative FSH shall deliver to Holdings Parent the following: (i) all stock certificates held the Pledge and Escrow Agreement duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingMember Representative; (ii) such resignations of the directors, managers and officers of each Company as are contemplated by Section 5.06; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target CompanyFSH, that each of the conditions set forth in Section 8.2(a7.02(a) and Section 8.2(b7.02(b) have been satisfied; (iiiiv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company FSH certifying that (aA) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company FSH Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebythereby and (2) the Written Consent, and (bB) all such resolutions and the Written Consent are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company FSH certifying the names and signatures of the officers of the Target Company FSH authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vvi) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target each Company is incorporated or organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6, as applicable; (vii) the FIRPTA StatementStatements; (viii) an updated version of Schedule 2.14 that reflects all insurance policies of FSIC that are in full force and effect as of the Closing Date; (ix) the Consideration Spreadsheet; and (viiix) such other documents or instruments as Holdings Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Parent shall deliver (or cause to Seller Representative be delivered) to FSH (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller Pledge and in the principal amounts set forth in the Consideration Spreadsheet, Escrow Agreement duly executed by HoldingsParent; (ii) stock certificates representing the portion of Holdings Equity allocated Escrow Shares to each Seller the Escrow Agent; (iii) the Closing Merger Consideration minus the Escrow Shares to the Exchange Agent, to be distributed to the FSH Members in accordance with this Agreement upon the FSH Members (A) duly completing and validly executing a letter of transmittal in substantially the form attached hereto as Exhibit B (a “Letter of Transmittal”) and (B) complying with instructions of the Exchange Agent, in each case to effect the surrender of Certificates in exchange for the applicable portion of Merger Consideration pursuant to Section 2.08(b) (with any amounts or shares remaining unclaimed by FSH Members two (2) years after the Effective Time (or such Seller’s Pro Rata Shareearlier date, immediately prior to such time when the amounts or shares would otherwise escheat to or become property of any Governmental Authority) to become, to the extent permitted by applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto); (iv) a certificate, dated the Closing Date and signed by a duly authorized officer of Parent, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and the sole member of Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying the names and signatures of the officers of Parent and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; and (vii) such other documents or instruments as shown in FSH reasonably requests and are reasonably necessary to consummate the Consideration Spreadsheet;transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Advisor Parent shall deliver to Holdings the following: GNL (i) all stock certificates held by payment of the Sellers representing the SharesEstimated Advisor Closing Amount pursuant to Section 2.2(b), to the extent such Shares are certificated at the time of Closing; if any, (ii) a certificate, dated the Closing Date duly signed and signed by a duly authorized officer copy of the Target Company, that each of Registration Rights and Stockholders Agreement in the conditions set forth in Section 8.2(a) form attached hereto as Exhibit A (the “Registration Rights and Section 8.2(b) have been satisfied; Stockholders Agreement”); (iii) a certificate duly signed and authorized copy the Assignment and Assumption Agreement; (iv) duly signed and authorized copies of the Secretary Confidentiality, Non-Competition and Non-Solicitation Agreements between GNL and each of N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and E▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇., each in the form attached hereto as Exhibit B (or equivalent officerthe “Non-Competition Agreements”); (v) of the Target Company certifying evidence, reasonably satisfactory to GNL, that all Related Party Agreements have been terminated; (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivvi) a certificate of the Secretary (or equivalent officer) good standing for each of the Target Company certifying the names LLCs issued by its jurisdiction of incorporation; and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) a duly executed and validly completed U.S. IRS Form W-9 from the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementsole owner of Advisor Parent that is a regarded entity for U.S. federal income tax purposes. (b) At the Closing, Holdings GNL shall deliver deliver, or cause to Seller Representative (be delivered, to Advisor Parent or such other Person as may be specified herein) the following: its designee (i) each in consideration of the Promissory Notes made payable conversion of the membership interests of the Target LLCs pursuant to each Seller and Section 2.1(a), the applicable Merger Consideration (consisting of, in the principal amounts set forth in aggregate, the Aggregate Cash Consideration Spreadsheet, duly executed by Holdings; and the Aggregate Share Consideration); (ii) stock certificates representing payment of the portion Estimated GNL Closing Amount pursuant to Section 2.2(b), if any, (iii) duly signed and authorized copies of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Non-Competition Agreements; and (iv) a duly signed and authorized copy of the Registration Rights and Shareholders Agreement.

Closing Deliverables. (a) At The Company shall have adopted and filed with the Secretary of State of the State of Delaware on or prior before the Closing (as defined below) the Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Charter Amendment”) attached as Exhibit B hereto. The Company’s Amended and Restated Certificate of Incorporation, as amended by the Charter Amendment, shall be referred to herein as the “Amended Charter.” (b) Subject to the terms and conditions of this Agreement, on the basis of the representations, warranties, covenants and agreements set forth herein, and subject to the terms and conditions hereof, at the Closing (as defined below), each Purchaser shall purchase from the Company, and the Company shall sell and issue to each Purchaser, that number of shares of the common stock of the Company, $0.001 par value per share (the “Common Stock”) set forth opposite such Purchaser’s name on Exhibit A under the heading “Number of Shares to be Purchased at Closing” (collectively, the Seller Representative shall deliver to Holdings “Shares”) at a per share purchase price of $33.8771 (the following:“Price Per Share”). (ic) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date The initial purchase and signed by a duly authorized officer sale of the Target Company, that each Shares shall take place remotely via the exchange of documents and signatures three (3) business days after the conditions set forth in each of Section 8.2(a) 5.7 and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (6.2 are satisfied or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted waived by the Target Company Board authorizing the executionapplicable Party, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments date and time as Holdings reasonably requests and are reasonably necessary to consummate is mutually agreed by the transactions contemplated by this AgreementParties (the “Closing”). (bd) At the Closing, Holdings the Company shall deliver to Seller Representative (or each Purchaser participating in such other Person as may be specified herein) Closing a certificate representing the following: (i) each Shares being purchased by such Purchaser at such Closing against payment of the Promissory Notes made purchase price therefor by check payable to each Seller and in the principal amounts set forth in Company, by wire transfer to a bank account designated by the Consideration SpreadsheetCompany, duly executed or by Holdings; (ii) stock certificates representing the portion any combination of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;methods.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Company will have delivered or caused to be delivered to Holdings all of the followingfollowing in form and substance satisfactory to Holdings: (i) all stock certificates held copies of the resolutions unanimously and duly adopted by the Sellers representing Company's managers, authorizing the Sharesexecution, to delivery and performance by the extent such Shares are certificated at Company of this Agreement, and the time consummation of Closingall of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary of the Company; (ii) a certificate, certificate dated as of the Closing Date and signed by a duly authorized from an officer or manager of the Target Company, that Company and from each of the Members stating that the conditions set forth specified in Section 8.2(a) and Section 8.2(b) 5.3 have been satisfied;fully satisfied or waived by the Company and the Members, as applicable; and (iii) a certificate of good standing and existence form the Secretary (or equivalent officer) of State of the Target Company certifying that (a) attached thereto are true and complete copies State of all resolutions adopted by Texas, of a recent date, with respect to the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementCompany. (b) At the Closing, Holdings shall deliver will have delivered or caused to Seller Representative (or such other Person as may be specified herein) delivered to the followingCompany and the Members each of the following in form and substance satisfactory to the Company and the Members: (i) each a certificate of the Promissory Notes made payable to each Seller secretary of Holdings and in GAI, certifying (A) that a true, correct and complete copy of the principal amounts set forth in articles of incorporation of Holdings and articles of organization of GAI, respectively, is attached, and (B) that a true, correct and complete copy of the Consideration Spreadsheetbylaws of Holdings and the regulations of GAI, duly executed by Holdingsrespectively, is attached; (ii) stock copies of the resolutions unanimously and duly adopted by the board of directors of Holdings and the managers of GAI, respectively, authorizing the execution, delivery and performance by Holdings and GAI of this Agreement, and the consummation of all of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary of Holdings and GAI, as applicable; (iii) a certificate dated as of the Closing Date from an officer of each of GAI and Holdings and the Holdings Shareholder stating that the conditions specified in section 5.2 have been fully satisfied or waived by GAI, Holdings and the Holdings Shareholders, as applicable; (iv) certificates representing the portion an aggregate of 1,465,200 shares of Holdings Equity allocated Common Stock, issued to each Seller the Members in accordance with such Seller’s Pro Rata ShareSection 2.5(b) above; and (v) a certificate of existence and good standing from the Secretaries of State of the States of Colorado and Texas, each of a recent date, with respect to Holdings and GAI, as shown in the Consideration Spreadsheet;applicable.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative each Constituent Corporation shall deliver to Holdings the other Constituent Corporations each of the following, duly executed by or on behalf of such Constituent Corporation, as appropriate: (i) all stock certificates held A certificate dated the Closing Date signed by an appropriate officer of such Constituent Corporation certifying as of the Sellers representing Closing Date (A) none of the Sharescovenants in Section 6 have been violated, (B) the incumbency of the officers of such Constituent Corporation immediately prior to the extent Closing Date; (C) the due adoption and text of the resolutions of the Board of Directors of such Shares are certificated at Constituent Corporation approving and authorizing this Agreement, the time Merger, and all other documents and transactions contemplated hereby; and (D) the due adoption and text of Closingthe consent of the members of such Constituent Corporation approving and authorizing this Agreement, the Merger, and all other documents and transactions contemplated hereby; (ii) a certificate, dated Proof of filing with the Closing Date and signed by a duly authorized officer Commissioner the consent of the Target Companymembers of such Constituent Corporation approving and authorizing this Agreement, that each of the conditions set forth in Section 8.2(a) Merger, and Section 8.2(b) have been satisfiedall other documents and transactions contemplated hereby; (iii) a certificate of the Secretary (Such other instruments, certificates, affidavits, consents, or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted other documents reasonably requested by the Target Company Board authorizing other Constituent Corporations or which are reasonably necessary to carry out the execution, delivery and performance of Merger contemplated by this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection to comply with the transactions contemplated hereby and therebyterms hereof; (iv) a certificate of Make all filings or recordings with the Secretary (or equivalent officer) of Commissioner as required under the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;Wisconsin Insurance Law; and (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority Obtain final Commissioner approval of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such Merger, this Agreement, and all other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At hereby, and the Closing, Holdings Commissioner shall deliver a certificate of authority to Seller Representative the Surviving Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;“OCI Approval”).

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Party B shall deliver to Holdings Party A each of the following: (a) a certificate of MMTEC, Inc. confirming that (i) it has performed and complied with, in all stock certificates held material respects, all covenants and obligations required to be performed or complied with by it under this Agreement on or before the Sellers representing the SharesClosing Date, to the extent such Shares are certificated at the time of Closing; (ii) a certificateeach of the representations and warranties made by MMTEC, dated Inc. in this Agreement is complete, true and accurate and not misleading as at the date of this Agreement and as at the Closing Date as though restated on and signed by a duly authorized officer of as at the Target CompanyClosing Date with respect to facts, that events and circumstances existing as at such date; and (iii) each of the conditions set forth in Section 8.2(a) and Section 8.2(b) Article 3.4 to be performed by it have been satisfiedsatisfied (other than those conditions that have been waived in writing by Party A); (iiib) a certificate of Burgeon Capital, Inc confirming that (i) it has performed and complied with, in all material respects, all covenants and obligations required to be performed or complied with by it under this Agreement on or before the Secretary Closing Date, (ii) each of the representations and warranties made by Burgeon Capital, Inc in this Agreement is complete, true and accurate and not misleading as at the date of this Agreement and as at the Closing Date as though restated on and as at the Closing Date with respect to facts, events and circumstances existing as at such date; and (iii) each of the conditions set forth in Article 3.4 to be performed by it have been satisfied (other than those conditions that have been waived in writing by Party A); (c) duly executed instruments of transfers in respect of all of the Purchased Shares in favor of Party A (or equivalent such person as Party A may nominate); (d) copies of the duly executed share certificates representing the Purchased Shares registered in the name of Party A (or such person as Party A may nominate); (e) a certified copy of the shareholder register of the Target Company, showing that the equity proportion registered by Party A in the Target Company is 100%, there is no Encumbrance on the equity of the Target Company, and the cancellation of the Purchased Shares registered in the name of the relevant Original Shareholders, and the registration of the Purchased Shares in the name of Party A (or such person as Party A may nominate); (f) letters of resignation in the agreed form of each of the directors and officers of the Target Company, other than the officers set out in Schedule 2 (the “Retained Management”), from his/her office as a director and/or an officer, including a waiver of all claims against the Target Company. (g) the resolutions duly and validly adopted by the board of directors and the shareholders of the Target Company certifying that they have approved and authorized the closing of the Transactions and agreed to the investment and share transfer provided hereunder; the adoption of the amended articles of association; and the new composition of the board of directors; and (ah) attached thereto are duly executed copies of this Agreement, the amended articles of association and such other ancillary documents as Party A may deem to be necessary to complete the Closing. At Closing, Party A shall deliver to Party B: (i) The Notes duly executed by Party A; (j) such other documents, certificates, or instruments necessary to perfect Party B’s security interests in the issued and outstanding equity of the Target Company and the assets of the Target Company and its subsidiaries; (k) a certificate of Party A confirming that (i) it has performed and complied with, in all material respects, all covenants and obligations required to be performed or complied with by it under this Agreement on or before the Closing Date, (ii) each of the representations and warranties made by Party A in this Agreement is complete, true and complete copies accurate and not misleading as at the date of all this Agreement and as at the Closing Date as though restated on and as at the Closing Date with respect to facts, events and circumstances existing as at such date; and (iii) each of the conditions set forth in Article 3.4 to be performed by it have been satisfied (other than those conditions that have been waived in writing by Party B); (l) the resolutions or minutes duly and validly adopted by the Target Company Board authorizing board of directors of the execution, delivery Party A certifying that they have approved and performance authorized the execution of this Agreement and the Ancillary Documents and the consummation closing of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementTransactions; and (viiim) duly executed copies of this Agreement and such other ancillary documents or instruments as Holdings reasonably requests and are reasonably Party B may deem to be necessary to consummate the transactions contemplated by this Agreement. (b) At complete the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) all stock certificates held a bill of sale in a form mutually agreeable by the Sellers representing parties (the Shares"Bill of Sale") and duly executed by Seller, transferring the Purchased Assets to the extent such Shares are certificated at the time of ClosingBuyer; (ii) an assignment and assumption agreement in a certificateform mutually agreeable by the parties (the "Assignment and Assumption Agreement") and duly executed by Seller, dated effecting the Closing Date assignment to and signed assumption by a duly authorized officer Buyer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedPurchased Assets; (iii) assignments in a form mutually agreeable by the parties (the "Intellectual Property Assignments") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the trademark registrations and applications, copyright registrations and applications and domain name registrations included in the Purchased Assets to Buyer; (iv) copies of all consents, approvals, waivers and authorizations referred to in this agreement; (v) tax clearance certificates from the taxing authorities in the jurisdictions that impose taxes on Seller or where Seller has a duty to file tax returns in connection with the transactions contemplated by this Agreement and evidence of the payment in full or other satisfaction of any taxes owed by Seller in those jurisdictions; (vi) a certificate of the Secretary of Seller certifying as to (or equivalent officerA) the resolutions of the Target Company certifying that (a) attached thereto are true board of directors of Seller, duly adopted and complete copies of all resolutions adopted by the Target Company Board authorizing in effect, which authorize the execution, delivery and performance of this Agreement and the Ancillary Documents transactions contemplated hereby; and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the consummation documents to be delivered hereunder; (vii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; and (viii) Current officers of the transactions contemplated hereby and therebyBuyer will Resign all positions in Turnkey Capital Inc., and people listed by the Seller in Addendum B will become the officers of Turnkey Capital, Inc.; (b) such resolutions are At the Closing, Buyer shall deliver to Seller the following: (i) A share certificates for the common shares issued to the sellers shareholders as set forth in full force Exhibit B and effect preferred shares representing the Purchase Price; (ii) the Assignment and are Assumption Agreement duly executed by ▇▇▇▇▇; (iii) copies of all the resolutions adopted consents and authorizations referred to in connection with the transactions contemplated hereby and thereby;this agreement; and (iv) a certificate of the Secretary of Buyer certifying as to (or equivalent officerA) the resolutions of the Target Company certifying board of directors of ▇▇▇▇▇, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (B) the names and signatures of the officers of the Target Company Buyer authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementhereunder. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings Parent the following: (i) resignations of all stock certificates held by of the Sellers representing directors, managers and officers of the Shares, to the extent such Shares are certificated at the time of ClosingCompany and its Subsidiaries; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have has been satisfied; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying (A) that (a) attached thereto are true and complete copies of (1) the Company Charter Documents, (2) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, thereby and (b3) resolutions of the Stockholders approving the Merger and adopting this Agreement, (B) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; , and (ivC) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viv) a good standing certificate (or equivalent documents) for the Company and each of its equivalent) from Subsidiaries issued by the secretary of state or similar Governmental Authority in each jurisdiction where the Company or its Subsidiaries (A) is incorporated, formed or organized or (B) is qualified to do business, each dated as of a date that is reasonably close to the jurisdiction under Closing Date; (v) the Laws in which Certificate of Merger, executed by the Target Company is organizedCompany; (vi) the Consideration Spreadsheet contemplated in Section 2.6Estimated Closing Statement; (vii) the Consideration Spreadsheet; (viii) the Stockholder Notice; (ix) restrictive covenants agreements, in the form attached hereto as Exhibit A (the “Restrictive Covenants Agreements”), duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (x) a certification by the Company meeting the requirements of Treasury Regulation Section 1.1445-2(c)(3) and dated within thirty (30) days prior to the Closing Date to the effect that the none of the Securities constitute a U.S. real property interest as the Company is not and has not been during the previous five (5) years a U.S. real property holding corporation (the “FIRPTA Statement”); (xi) Securityholders releases, each in the form attached hereto as Exhibit B, duly executed by the Company and Securityholders holding at least seventy percent (70%) of the Fully Diluted Share Number (the “Securityholder Release”); (xii) payoff letters and termination statements or the authorization to file termination statements under the Uniform Commercial Code and other instruments as may be requested by Parent to extinguish all Indebtedness and all Encumbrances related thereto; (xiii) a paying agent agreement in a form mutually agreed upon by the Company, Parent and Paying Agent (the “Paying Agent Agreement”), duly executed by the Company; (xiv) an escrow agreement in a form mutually agreed upon by Securityholders’ Representative, Parent and Escrow Agent (the “Escrow Agreement”), duly executed by Securityholders’ Representative; (xv) an option termination agreement in the form attached hereto as Exhibit C (the “Option Termination Agreement”), duly executed by the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (xvi) a warrant termination agreement in the form attached hereto as Exhibit D (the “Warrant Termination Agreement”), duly executed by the Company and the Warrantholders holding Out-of-Money Warrants; (xvii) a conversion agreement in a form mutually agreed upon by the Company and Parent (the “Conversion Agreement”), duly executed by the Company and the Noteholders; (xviii) evidence of the Company’s purchase of the D&O Tail Policy; (xix) evidence reasonably satisfactory to Parent that all Benefit Plans intended to qualify as qualified cash or deferred arrangements under Section 401(k) of the Code have been terminated in accordance with the terms thereof; (xx) offer letters, in Parent’s standard form, duly executed by the Company and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇. (xxi) agreements for protection of company information, in Parent’s standard form, duly executed by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇. (xxii) evidence satisfactory to Parent that all of the Noteholders have waived their rights to notice of the Merger and agreed to convert their Convertible Notes into Shares; (xxiii) evidence satisfactory to Parent that a sufficient number of holders of Preferred Stock have waived any preemptive rights to which they may have been entitled under that certain Investor Rights Agreement dated May 16, 2016 in connection with any grants of equity awards or issuance of securities of the Company; (xxiv) evidence reasonably satisfactory to Parent that all notices pursuant to Section 228(e) of the DGCL required to have been given to stockholders that have not executed any written consent previously executed by less than all of the stockholders of the Company have been given to such non-consenting stockholders; (xxv) evidence reasonably satisfactory to Parent that all holders of “valid stock” and “putative stock” (as each term is defined in Section 204 of the DGCL) have waived their rights to receive any notice required under Section 204 of the DGCL and to bring any claim challenging any ratification effected by the Company under Section 204 of the DGCL; (xxvi) evidence satisfactory to Parent that all severance agreements between the Company and employees of the Company, other than ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, have been terminated with no obligations due by the Company thereunder after the Closing or have been modified on terms reasonably acceptable to Parent; (xxvii) the notification and evidence required by Section 5.11; (xxviii) an amendment to the Company’s Professional Services Agreement with Eagle Dream Technologies LLC on terms acceptable to Parent; (xxix) an amendment to the Company’s Consultant Service Agreement with Cranberry Support Services, LLC on terms reasonably acceptable to Parent; (xxx) all minute books, stock books, ledgers and other corporate records relating of the Company, if not already located on the premises of the Company; and (viiixxxi) such other documents or instruments as Holdings Parent reasonably requests and that are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Parent shall deliver to Seller Representative the Company (or such other Person as may be specified herein) the following: (i) each payment to Paying Agent by wire transfer of immediately available funds an amount equal to the Promissory Notes made aggregate Closing Merger Consideration payable pursuant to each Seller Section 2.8 in exchange for Shares, Section 2.9(b) in exchange for cancellation of In-Money Warrants and Section 2.9(c) in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdingsexchange for cancellation of vested RSUs; (ii) stock certificates representing payment to Securityholders’ Representative equal to the portion amount of Holdings Equity allocated the Securityholders’ Representative Fund, to each Seller be held thereby in accordance with such Seller’s Pro Rata Sharetrust for the benefit of Securityholders’ Representative and Securityholders; (iii) payment of the Escrow Amount to Escrow Agent for deposit into a separate escrow account (the “Escrow Account”) established pursuant to the Escrow Agreement; (iv) payment to Securityholders’ Representative in the amount of the Net Working Capital Fund, to be held thereby in trust for the benefit of Securityholders and, as shown set forth in Section 2.16, Parent; (v) payment in the Consideration Spreadsheetamount of the Estimated Transaction Expenses to third parties by wire transfer of immediately available funds; (vi) payment in the amount of the Estimated Indebtedness to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds; (vii) a certificate, dated the Closing Date and signed by a duly authorized officer of Parent and Merger Sub, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) has been satisfied; (viii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, (B) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and (C) the names and signatures of the officers of Parent and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (ix) the Escrow Agreement, duly executed by Parent and Escrow Agent; (x) the Paying Agent Agreement, duly executed by Parent and Paying agent; and (xi) such other documents or instruments as the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At Intrepid Mining shall deliver, or prior cause to the Closingbe delivered, the Seller Representative shall deliver following to Holdings the followingIntrepid Potash at Closing: (i) all stock certificates held by instruments of transfer conveying the Sellers representing the Sharesoutstanding membership interests of each of Intrepid New Mexico, to the extent such Shares are certificated at the time of ClosingIntrepid Moab, Intrepid Wendover, ▇▇ ▇▇▇▇▇▇, Moab Pipeline and Intrepid Aviation; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer an executed copy of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedFourth Amendment; (iii) a certificate all documents, certificates and agreements necessary to transfer the Exchanged Assets to Intrepid Potash, including: (1) bills of sale, transfers of title, assignments and general conveyances, in form and substance reasonably satisfactory to Intrepid Potash, dated the Secretary Closing Date; and (or equivalent officer2) of the Target Company certifying that (a) attached thereto are true and complete copies assignments of all resolutions adopted by contracts, intellectual property, permits and any other agreements and instruments constituting Exchanged Assets, dated the Target Company Board authorizing the executionClosing Date, delivery assigning to Intrepid Potash all of Intrepid Mining’s right, title and performance of this Agreement interest therein and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;thereto; and (iv) a certificate such other documents, instruments or certificates, in form and substance reasonably satisfactory to Intrepid Potash, as Intrepid Potash may reasonably request in order to effect and evidence the contribution, assignment, transfer and conveyance of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized Exchanged Assets to sign this Agreement, the Ancillary Documents Intrepid Potash and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At Intrepid Potash shall deliver, or cause to be delivered, the following to Intrepid Mining at Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each the Cash Portion of the Promissory Notes made payable Exchange Consideration by wire transfer of immediately available funds to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed an account designated by HoldingsIntrepid Mining; (ii) an executed copy of the Fourth Amendment; (iii) one or more stock certificates in the name of Intrepid Mining representing the portion Stock Portion of Holdings Equity allocated the Exchange Consideration; and (iv) instruments of assumption and such other documents, in form and substance reasonably satisfactory to each Seller in accordance with such Seller’s Pro Rata ShareIntrepid Mining, as shown Intrepid Mining may reasonably request in order to effect and evidence Intrepid Potash’s assumption of the Consideration Spreadsheet;Assumed Liabilities and the other transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative following documents shall deliver to Holdings be amended and restated, or shall become effective, at the followingtimes indicated below: (i) all stock certificates held Immediately following the transactions contemplated by ‎Section 2.1(a)(i), the Sellers representing partnership agreement of Canadian LP shall be amended and restated in the Shares, to the extent such Shares are certificated at the time form of ClosingExhibit J hereto; (ii) a certificateImmediately upon the Effective Time, dated the Topco Post-Closing Date Investor Rights Agreements shall become effective; and (iii) Immediately upon the Effective Time, the Registration Rights Agreement shall become effective; (b) At the Closing, the following documents shall be delivered by ▇▇▇ to Polaris and signed by a duly authorized officer Topco: (i) resignations of the Target Company, that each directors and officers of ▇▇▇; (ii) written evidence of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedtermination of all Contracts required pursuant to ‎Section 8.7; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company each of ▇▇▇ and Merger Sub certifying that (a1) attached thereto are true and complete copies of (A) all resolutions adopted by the Target Company ▇▇▇ Board or the board of directors of Merger Sub, as applicable, authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyhereby, including the Integration Transaction, and (bB) the vote of the stockholders of each of ▇▇▇ and Merger Sub approving the Merger, and adopting this Agreement, and (2) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;hereby, including the Integration Transaction; and (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority Agency of the jurisdiction under the Laws laws in which the Target Company ▇▇▇ is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (bc) At the Closing, Holdings the following documents shall deliver be delivered by Topco to Seller Representative (or such other Person as may be specified herein) the followingPolaris and ▇▇▇: (i) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Transit, Topco, Canadian LP and CanHoldco certifying that (1) attached thereto are true and complete copies of (A) all resolutions adopted by the Promissory Notes made payable to boards of directors (or equivalent governing bodies) of each Seller of Transit, Topco, Canadian LP and CanHoldco authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Integration Transaction, and (B) resolutions of the stockholders (or, in the principal amounts set forth case of Canadian LP, the general partner) of each of Transit, Topco, Canadian LP and CanHoldco approving the Integration Transaction, including the Merger, and adopting this Agreement, and (2) all such resolutions are in full force and effect and are all the Consideration Spreadsheetresolutions adopted in connection with the transactions contemplated hereby, duly executed by Holdings;including the Integration Transaction; and (ii) stock certificates representing a good standing certificate (or its equivalent) from the portion secretary of Holdings Equity allocated to state or similar Governmental Agency of the jurisdiction under the laws in which each Seller in accordance with such Seller’s Pro Rata Shareof Transit, as shown in the Consideration Spreadsheet;Topco, Canadian LP, CanHoldco and Merger Sub is organized.

Closing Deliverables. (a) At or prior Subject to the terms and conditions of this Agreement, at the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) appropriate instruments of transfer, conveyance, sale and assignment in respect of the Purchased Assets, consisting of bills of sale, assignments, confirmation of notices sent to third parties holding any Purchased Assets, and such other good and sufficient instruments of conveyance and transfer (including, without limitation, any consents thereto by third parties necessary to make the same valid and effective, whether under any Assigned Contract or otherwise), in such form and containing such terms and provisions as Buyer may reasonably request, as shall be necessary to vest in Buyer all stock certificates held by the Sellers representing the Sharesright, title and interest in and to the extent such Shares are certificated at the time Purchased Assets free and clear of Closingany and all Encumbrances whatsoever; (ii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller and any certificate required by Section 1446 of the Code; (iii) the Tax Clearance Certificates and evidence, satisfactory to Buyer, of any required notifications described in Section 5.05(f); (iv) a certificate, dated as of the Closing Date and signed executed on behalf of each Seller Party by a duly authorized officer of its respective Chief Executive Officer, to the Target Company, effect that each of the conditions set forth in Section 8.2(aSections 6.01(a), 6.01(b) and Section 8.2(b6.01(c) have has been satisfied; (iiiv) a certificate of an officer of each Seller Party certifying as to (A) the Secretary (or equivalent officer) resolutions of the Target Company certifying that (a) attached thereto are true board of directors or managers of such Seller Party, as applicable, duly adopted and complete copies of all resolutions adopted by the Target Company Board authorizing in effect, which authorize the execution, delivery and performance of this Agreement and the Ancillary Documents transactions contemplated hereby, (B) the resolutions of the holders of the requisite voting power of the owners of such Seller Party, duly adopted and the consummation of in effect, which authorize the transactions contemplated hereby and therebyhereby, and (bC) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company such Seller Party authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedhereunder; (vi) the Consideration Spreadsheet License and evidence of approval from the CCC with respect to the Change of Ownership and Control Request (“COCR”) in relation to the License that will result from the consummation of the transactions contemplated in Section 2.6hereby (the “CCC Approval”); (vii) a Notice to Commence Operations at the FIRPTA StatementPremises from the CCC; (viii) the HCA, and the written consent from the City of Worcester to the assignment of the HCA or other evidence showing an HCA between the City of Worcester and Buyer and all other approvals, consents or waivers from the CCC or any other governmental authority necessary in order to permit the consummation of the Closing and the transactions contemplated hereunder or required for Buyer to operate the License, in each case in form and substance acceptable to Buyer; (ix) the Lease, written consent from the Landlord to the assignment of the Lease, and assignment of said Lease from Tenant to Buyer, in each case in form and substance acceptable to Buyer; (x) an accredited investor questionnaire substantially in the form attached hereto as Exhibit A (the “Accredited Investor Questionnaire”); and (viiixi) such other documents customary instruments of transfer, assumption, filings or instruments documents, in form and substance reasonably satisfactory to Buyer, as Holdings reasonably requests and are reasonably necessary may be required to consummate the transactions contemplated by give effect to this Agreement. (b) At the Closing, Holdings Buyer shall deliver deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered, the following: (i) each of the Promissory Notes made payable to each Seller Share Consideration (less the Share Consideration Holdback) and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdingscertificates representing such Buyer Shares; (ii) stock certificates representing the portion Closing Payment by wire transfer of Holdings Equity allocated to each Seller immediately available funds in accordance with such wire transfer instructions provided by Seller’s Pro Rata Share, as shown ; and (iii) the instruments described in the Consideration Spreadsheet;Section 2.02(a)(i) duly executed by Buyer.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings the followingParent: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingPayoff Documents; (ii) a certificatethe resignations of each officer, dated director or manager, as the Closing Date and signed by a duly authorized officer case may be, of the Target Company, that each Company and its Subsidiaries and Blocker set forth on Schedule 2.7(a)(ii) of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedCompany Disclosure Schedule; (iii) a certificate duly executed counterpart of each Ancillary Agreement to be executed at the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyClosing; (iv) a certificate releases of the Secretary (or equivalent officerall Encumbrances set forth on Schedule 2.7(a)(iv) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderDisclosure Schedule; (v) a good standing certificate evidence reasonably satisfactory to Parent that the agreements to be terminated pursuant to Section 5.13 have been duly terminated with no liability (of any nature) to Parent, the Company, its Subsidiaries or its equivalent) from the secretary of state Blocker or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized;their successor entities; and (vi) a certificate from each of the Consideration Spreadsheet contemplated Company and Blocker reasonably acceptable to Parent, certifying under penalties of perjury in accordance with Section 2.6; 1445 of the Code that each is not, and has not been within any applicable period, (viii) with respect to Blocker a U.S. real property holding corporation and (ii) with respect to the FIRPTA Statement; and (viii) Company, a Partnership in which fifty percent or more of the value of the gross assets consist of U.S. real property interests, and ninety percent or more of the value of the gross assets consists of U.S. real property interests plus any cash or cash equivalents, each together with a duly executed notice of such other documents or instruments as Holdings reasonably requests and are reasonably necessary certification to consummate be mailed to the transactions contemplated Internal Revenue Service by this AgreementParent following the Closing. (b) At the Closing, Holdings Parent shall deliver to Seller Representative (or such other Person as may be specified herein) the followingCompany: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, a duly executed by Holdingscounterpart of each Ancillary Agreement to be executed at the Closing; (ii) stock certificates representing evidence reasonably satisfactory to the portion Company that the Warrant Exchange has been completed or will be completed substantially contemporaneously with the Closing; (iii) a resignation letter for each director of Holdings Equity allocated Parent other than any director of Parent designated to each Seller in accordance continue serving on the Board of Directors pursuant to the Stockholders Agreement; and (iv) evidence reasonably satisfactory to the Company that the agreements to be terminated pursuant to Section 5.13 have been duly terminated with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;no liability (of any nature) to Parent.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings the Parent the following: (i) all stock certificates held the Employment Agreement duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingCompany and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (ii) [intentionally omitted]; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.01(a) and Section 8.2(b7.01(b) have has been satisfied; (iiiiv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery delivery, and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (bB) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyhereby; (ivv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunderhereunder; (vvi) a good standing certificate (or its equivalent) for the Company from the secretary Secretary of state or similar Governmental Authority State of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6State of Nevada; (vii) at least one Business Day prior to the FIRPTA StatementClosing Date, the Closing Payment Certificate; (viii) a certificate from the Company, dated as of the Closing Date, certifying to the effect that no interest in the Company is a U.S. real property interest (such certificate in the form required by Treasury Regulation Section 1.897-2(h) and 1.1445-3(c)); and (viiiix) such other documents or instruments as Holdings the Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings the Parent shall deliver to Seller Representative (or such other Person as may be specified herein) the followingdeliver: (i) each of the Promissory Notes made payable to each Seller Stockholder (and subject to Section 2.09(b)): (A) his or it respective Promissory Note; and (B) stock certificates representing such Stockholder’s Pro Rata Share of Parent Preferred Shares issuable pursuant Section 2.08(a) and in accordance with the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;Closing Payment Certificate. (ii) stock certificates representing [intentionally omitted]. (iii) to the portion Company: (A) a certificate, dated the Closing Date and signed by a duly authorized officer of Holdings Equity allocated the Parent, that each of the conditions set forth in Section 7.02(a) and Section 7.02(b) has been satisfied; (B) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Parent and the Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the Parent Board and the Board of Directors of the Merger Sub authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (C) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Parent and the Merger Sub certifying the names and signatures of the officers of the Parent and the Merger Sub authorized to each Seller in accordance with sign this Agreement and the other documents to be delivered hereunder; and (D) such Seller’s Pro Rata Share, other documents or instruments as shown in the Consideration Spreadsheet;Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At Buyer shall have furnished to Seller or prior to the ClosingABN AMRO, the Seller Representative shall deliver to Holdings as applicable, the following: (ia) all stock certificates held the Base Purchase Price by wire transfer of immediately available funds from the Sellers representing the Shares, PC Escrow Account to the extent such Shares are certificated at the time of ClosingABN AMRO Escrow Account; (iib) the Transitional Services Agreement, dated as of the Closing Date, duly executed by an authorized representative of Buyer; (c) the License Agreement, dated as of the Closing Date, duly executed by an authorized representative of Buyer; (d) the Assignment and Assumption Agreement, dated as of the Closing Date, duly executed by an authorized representative of Buyer; (e) the ABN AMRO Escrow Agreement, dated as of the Closing Date, duly executed by an authorized representative of Buyer; (f) a certificate, dated the Closing Date and signed duly executed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company Buyer, certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board members and the co-managing members of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents Related Agreements and the consummation of the transactions contemplated hereby and thereby, and (b) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivg) a certificate certificate, dated the Closing Date and executed by a duly authorized officer of Buyer, certifying that each of the Secretary (or equivalent officer) of the Target Company certifying the names conditions set forth in Sections ‎9.1, ‎9.2 and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement‎9.3 have been satisfied; and (viiih) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementa Resale Certificate. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. At the Closing, GTC GP shall deliver or cause to be delivered to the Company (collectively, the “Converting Holder Closing Deliverables”): (a) At or the Allocation Statement; (b) certificates for each of GTC GP and GTC LP, dated no more than 15 days prior to the ClosingClosing Date, from the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, applicable Governmental Authority in its jurisdiction of organization to the extent effect that each of GTC LP and GTC GP validly exists and is in good standing in such Shares are certificated at the time of Closingjurisdiction; (iic) a certificate, dated the Closing Date and signed by certificate from a duly authorized officer of GTC GP (i) authenticating the Target Company, that Governing Documents of each of the conditions set forth in Section 8.2(aGTC GP and GTC LP; (ii) and Section 8.2(b) have been satisfied; (iii) a certificate attaching all requisite resolutions or actions of the Secretary (or equivalent officer) managing body and owners of the Target Company certifying that (a) attached thereto are true each of GTC LP and complete copies of all resolutions adopted by the Target Company Board authorizing GTC GP approving the execution, delivery delivery, and performance of this Agreement and the Ancillary Transaction Documents and the consummation of the transactions contemplated hereby and therebyTransactions, and (b) certifying that such resolutions are or actions were duly adopted, have not been amended, modified, or rescinded, and remain in full force and effect as of the Closing; (iii) certifying to the accuracy of the representations and are all warranties of GTC GP and GTC LP as required under Section 3.5(a)(i); (iv) certifying to the resolutions adopted in connection with performance of the transactions contemplated hereby covenants and therebyobligations to be performed by GTC GP, GTC LP, and the Converting Holders on or prior to the Closing as required under Section 3.5(a)(ii); and (v) attesting to the authority and incumbency of, and authenticating the signatures of, any Person executing the Transaction Documents on behalf of GTC GP, duly executed by an authorized officer of GTC GP; (ivd) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderduly executed IRS Form W-9 for each Converting Holder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vie) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementCertificate of Merger, duly executed by GTC GP; and (viiif) such other documents or instruments as Holdings lockup agreements with respect to the Total Interest Consideration, in form and substance reasonably requests and are reasonably necessary satisfactory to consummate the transactions contemplated by this Parties (the “Lock-Up Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet”), duly executed by Holdings; (ii) stock certificates representing each of the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Converting Holders.

Closing Deliverables. (a) At or prior to the Closing, MAII and the Seller Representative shall deliver Company will have delivered or caused to be delivered to Holdings all of the followingfollowing in form and substance satisfactory to Holdings: (i) all stock certificates held a certificate of the secretary or assistant secretary of the Company, certifying (A) as to the names and true signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered by the Sellers representing Company hereunder, (B) that a true, correct and complete copy of the Sharesarticles of organization of the Company is attached, to and (C) that a true, correct and complete copy of the extent such Shares are certificated at bylaws of the time of ClosingCompany is attached; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer certificate of the Target Companysecretary or assistant secretary of MAII, that each certifying (A) as to the names and true signatures of the conditions set forth in Section 8.2(aofficers of MAII authorized to sign this Agreement and the other documents to be delivered by MAII hereunder, (B) that a true, correct and Section 8.2(bcomplete copy of the articles of incorporation of MAII is attached, and (C) have been satisfiedthat a true, correct and complete copy of the bylaws of MAII is attached; (iii) a certificate copies of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true resolutions unanimously and complete copies of all resolutions duly adopted by MAII's and the Target Company Board Company's boards of directors, authorizing the execution, delivery and performance by MAII and the Company of this Agreement and the Ancillary Documents Agreement, and the consummation of all of the other transactions contemplated hereby hereunder and therebythereunder, certified as of the Closing Date by the secretary or assistant secretary of MAII and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyCompany, as applicable; (iv) a certificate dated as of the Secretary (or equivalent officer) Closing Date from an officer of the Target Company certifying the names and signatures each of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents MAII and the other documents to be delivered hereunder and thereunderCompany stating that the conditions specified in Section 5.3 have been fully satisfied or waived by Holdings; (v) a certificate of good standing certificate (or its equivalent) from and existence form the secretary Secretaries of state or similar Governmental Authority State of the jurisdiction under State of Delaware and Nevada, each of a recent date, with respect to MAII and the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementCompany; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementapplicable. (b) At the Closing, Holdings shall deliver will have delivered or caused to Seller Representative (or such other Person as may be specified herein) delivered to MAII of the followingfollowing in form and substance satisfactory to MAII: (i) each a certificate of the Promissory Notes made payable secretary or assistant secretary of Holdings, certifying (A) as to each Seller the names and in true signatures of the principal amounts set forth in officers of Holdings authorized to sign this Agreement and the Consideration Spreadsheetother documents to be delivered by Holdings hereunder, duly executed by Holdings(B) that a true, correct and complete copy of the articles of incorporation of Holdings is attached, and (C) that a true, correct and complete copy of the bylaws of Holdings is attached; (ii) stock certificates copies of the resolutions unanimously and duly adopted by Holdings' and CAI's boards of directors authorizing the execution, delivery and performance by Holdings of this Agreement, and the consummation of all of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary or assistant secretary of Holdings; (iii) a certificate dated as of the Closing Date from an officer of each of CAI and Holdings stating that the conditions specified in section 5.2 have been fully satisfied or waived by MAII and the Company; (iv) a certificate representing the portion 8,250,000 shares of Holdings Equity allocated Common Stock; and (v) a certificate of existence and good standing from the Secretaries of State of the States of Delaware and Nevada, each of a recent date, with respect to each Seller in accordance with such Seller’s Pro Rata ShareHoldings and CAI, as shown in the Consideration Spreadsheet;applicable.

Closing Deliverables. (a) At On or prior to the Closing, the Seller Representative Company shall issue, deliver or cause to Holdings be delivered to the following:Investor the following (the “Company Deliverables”): (i) all stock certificates held this Agreement, duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingCompany; (ii) a certificatethe Registration Rights Agreement, dated duly executed by the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate copy of the Secretary duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, of the issuance of 223.7337 Securities, registered in the name of the Investor (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted its nominee, as directed by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyInvestor); (iv) the Note, duly executed by the Company; (v) a certificate of the Secretary (or equivalent officer) of the Target Company Company, in a form reasonably acceptable to the Investor, dated as of the Closing Date, (A) certifying the names and signatures of resolutions adopted by the officers of Company Board or a duly authorized committee thereof approving the Target Company authorized to sign transactions contemplated by this Agreement, the Ancillary other Transaction Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority issuance of the jurisdiction under Securities and the Laws in which Conversion Shares, and the Target Company is organizedPurchase, (B) certifying the current versions of the certificate of incorporation, as amended, and bylaws of the Company, and (C) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) a certificate evidencing the Consideration Spreadsheet contemplated formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date and a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in Section 2.6which the Company is qualified to do business as a foreign corporation, as of a date within three (3) Business Days of the Closing Date; (vii) a certified copy of the FIRPTA StatementCertificate of Designation, as filed with the Secretary of State of the State of Delaware; and (viii) such other documents or instruments as Holdings reasonably requests (ix) a pro forma statement that shows the projected use of Subscription Amount by category of use and are reasonably necessary to consummate the transactions contemplated by this Agreementcalendar quarter. (b) At On or prior to the Closing, Holdings the Investor shall deliver or cause to Seller Representative be delivered to the Company the following (or such other Person as may be specified herein) the following:“Investor Deliverables”): (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheetthis Agreement, duly executed by Holdingsthe Investor; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata ShareRegistration Rights Agreement, as shown in duly executed by the Consideration Spreadsheet;Investor; and (iii) the Note, duly executed by the Investor.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company and HoldCo will deliver or cause to Holdings the followingbe delivered: (i) all stock certificates held to SPAC Successor, a certificate signed by an officer of the Sellers representing Company, solely in his or her capacity as such, dated as of the SharesClosing Date, certifying that, to the extent knowledge and belief of such Shares are certificated at officer, the time of Closing;conditions specified in Section 11.2(a), Section 11.2(b), Section 11.2(c) and Section 11.2(d) have been fulfilled; and (ii) a certificateto SPAC Successor, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Investor Rights Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated duly executed by this AgreementHoldCo. (b) At the Closing, Holdings shall SPAC Successor will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered: (i) each to the Company, a certificate signed by an officer of SPAC Successor, solely in his or her capacity as such, dated as of the Promissory Notes made payable Closing Date, certifying that, to each Seller the knowledge and belief of such officer, the conditions specified in Section 11.3(a), Section 11.3(b), and Section 11.3(c) have been fulfilled; and (ii) to the principal amounts set forth in Company, the Consideration SpreadsheetInvestor Rights Agreement, duly executed by Holdings;the Sponsor. (c) At least five (5) Business Days prior to the Closing Date, the Company shall cause the Chief Financial Officer of the Company, solely in his or her capacity as such, to deliver to SPAC a certificate certified by such Chief Financial Officer (solely in his or her capacity as such) setting forth: (i) the Company’s good faith estimate of the Transaction Expenses, including reasonable supporting materials for the amount of each item included in Transaction Expenses, and (ii) stock certificates representing the portion Payment Spreadsheet and the Rollover Spreadsheet. (d) SPAC shall cause the Chief Financial Officer of Holdings Equity allocated SPAC, solely in his or her capacity as such, to deliver to the Company a certificate certified by such Chief Financial Officer (solely in his or her capacity as such) setting forth SPAC’s good faith estimate of (i) at least five (5) Business Days prior to the Closing Date, the SPAC Transaction Expenses, including reasonable supporting materials for the amount of each Seller item included in accordance SPAC Transaction Expenses and (ii) at least two (2) Business Days prior to the Closing Date, (x) the SPAC Share Redemption Amount and (y) Closing Available Cash. (e) On the Closing Date, substantially concurrently with such Seller’s Pro Rata Sharethe Merger Effective Time, the Surviving Company shall pay or cause to be paid, by wire transfer of immediately available funds, upon the release of proceeds from the Trust Account, (x) all transaction expenses of SPAC (which shall include any outstanding amounts under any Working Capital Loans) that are accrued and unpaid (“SPAC Transaction Expenses”), as shown set forth on a written statement to be delivered by SPAC to the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing, and (y) all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to SPAC by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided that any such payment of Unpaid Transaction Expenses shall be treated as having been made on behalf of the Person that incurred such Unpaid Transaction Expenses and result after Closing in an intercompany obligation from such Person to the Consideration Spreadsheet;Surviving Company; provided, further, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver or cause to Holdings be delivered to Investor the following: (i) all stock certificates held a copy of the Company’s irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish and credit, on an expedited basis, a restricted book entry at such Transfer Agent evidencing the Common Shares in a segregated account established by the Sellers representing Transfer Agent for the Shares, to Investor’s benefit and registered in the extent such Shares are certificated at the time name of ClosingInvestor; (ii) a certificate, dated duly executed Transfer Agent Instructions acknowledged by the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied’s transfer agent; (iii) a certificate an opinion of ▇▇▇▇▇ Day, counsel for the Company (“Company Counsel”), dated as of the Secretary (or equivalent officer) of Closing Date, in substantially the Target Company certifying that (a) form attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyhereto as Exhibit B; (iv) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (A) the resolutions consistent with Section 3.1(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Investor, (B) the certificate of incorporation, and (C) the Secretary (or equivalent officer) bylaws, each as in effect as of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderClosing Date; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority Special Committee of the jurisdiction under Board of Directors of the Laws Company shall have received on the date of this Agreement the opinion of Deutsche Bank Securities Inc. as investment bankers that, as of the date of such opinion, and subject to the assumptions made, matters considered and limits of review set forth therein, the $165,375,000 cash purchase price in which the Target Company Acquisition Agreement, subject to potential downward adjustments based on closing net working capital and net cash amounts, as described in Section 2.3 of the Acquisition Agreement, is organizedfair, from a financial point of view, to SunPower; (vi) a written waiver or amendment to the Consideration Spreadsheet contemplated in Section 2.6;Company’s Revolving Credit Agreement, dated as of September 27, 2011, among the Company and the Lenders named therein (the “Credit Agreement”) on terms reasonably acceptable to Investor sufficient to ensure no default or event of default under the credit Agreement is continuing; and (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary relating to consummate the transactions contemplated by this AgreementAgreement as Investor or its counsel may reasonably request. (b) At the Closing, Holdings Investor shall deliver or cause to Seller Representative (or such other Person as may be specified herein) delivered to the Company the following: (i) each of The Purchase Price, by wire transfer to an account designated in writing to such Investor by the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with Company for such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;purpose.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings Newco the following: (i) all stock certificates held a certificate, dated the Closing Date and signed by a duly authorized officer of the Sellers representing Company, certifying that each of the Shares, to the extent such Shares are certificated at the time of Closingconditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board and consents set forth in Section 3.02 authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (B) all such resolutions and consents are in full force and effect and are all the resolutions and consents adopted in connection with the transactions contemplated hereby and thereby; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Company, certifying the names and signatures of the authorized officers, managers, or members of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (iv) a good standing certificate with respect to the Company from each of the Secretary of State of Delaware and the Secretary of State of California; (v) the Estimated Closing Working Capital Statement contemplated in Section 2.08; (vi) a ▇▇▇▇ of sale, in customary form satisfactory to the parties hereto (the “▇▇▇▇ of Sale”), duly executed by the Company, transferring the tangible personal property included in the Purchased Assets to Newco; (vii) an assignment and assumption agreement, in customary form satisfactory to the parties hereto (the “Assignment and Assumption Agreement”), duly executed by the Company, effecting the assignment to and assumption by Newco of the Purchased Assets and the Assumed Liabilities; (viii) an assignment or assignments, in customary form satisfactory to the parties hereto (the “Intellectual Property Assignments”), duly executed by the Company, transferring all of the Company’s right, title and interest in and to the Company Intellectual Property to Newco; (ix) with respect to each lease, an Assignment and Assumption of Lease, in customary form satisfactory to the parties hereto (each, an “Assignment and Assumption of Lease”), duly executed by the Company; (x) the FIRPTA Certificate; and (xi) such other documents or instruments as Aspen or Newco reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Aspen and Newco, as applicable, shall deliver to the Company or Linden (and/or to such other Persons as the Company or Linden may direct) the following: (i) the Purchase Price less, with respect to the cash portion thereof, the Holdback Amount and payable, with respect to the cash portion thereof, by wire transfer of immediately available funds; (ii) the Promissory Note, cancelled and marked paid; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of Aspen and Newco, certifying that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied; (iv) a certificate, dated the Closing Date and signed by the Secretary or an Assistant Secretary (or equivalent officer) of Aspen and Newco, certifying that attached thereto are true and complete copies of all resolutions or written authorizations adopted by the board of directors of Aspen and manager of Newco authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions and written authorizations are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivv) a certificate of certificate, dated the Closing Date and signed by the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company Aspen and Newco, certifying the names and signatures of the officers or manager, as applicable, of the Target Company Aspen and Newco authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6Assignment and Assumption Agreement duly executed by Newco; (vii) the FIRPTA Statementwith respect to each lease, an Assignment and Assumption of Lease duly executed by Newco; and (viii) such other documents or instruments as Holdings the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Murano Parties will deliver or cause to Holdings the followingbe delivered: (i) to HCM, the written resignations of all stock certificates held of the directors and statutory auditors of the Group Companies (other than those Persons identified as the initial directors of the Surviving Company, in accordance with the provisions of Section 2.7(a)), each effective as of the Effective Time, in the form attached hereto as Exhibit C, and a copy of the minutes of the shareholders’ meeting, to be formalized by a Mexican Notary Public, with a certified copy of the public deed to be delivered within ten Business Days of the Closing, (y) approving the resignations of all directors and statutory auditors of the Group Companies, and (z) revoking certain powers of attorney by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingGroup Companies; (ii) a certificateto HCM, dated the Closing Date Registration Rights Agreement, duly executed by PubCo and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(aCompany’s stockholders (and their Affiliates) and Section 8.2(b) have been satisfiedparty thereto; (iii) to HCM, the Lock-Up Agreement, duly executed by each of the Key Holders listed in clause (a) of the definition of Key Holders; (iv) to HCM, a certificate of good standing for each Group Company, dated, in each case, no earlier than 30 days prior to the Secretary Closing Date; (or equivalent officerv) to HCM, copy of the Corporate Records, which include among other matters, all entries in the relevant corporate books corresponding to the Reorganization; (vi) to HCM, the granting of the Process Agent Power of Attorneys in the form attached hereto as Exhibit F (the “Process Agent Powers of Attorney”) by the Company and the Seller, duly notarized and apostilled; (vii) to HCM, copy of the stock certificates corresponding to the shareholders of the Mexican Group Companies evidencing shareholder structure as a result of the Reorganization and in connection with the Company, the share certificates evidencing HoldCo as owner of 99.99% of the shares of the Company Common Stock and a Group Company as owner of 00.01% of the Company Common Stock, together with a certified copy by the secretary of the board of directors of each of the Group Companies of the last entry in the stock registry book (libro de registro de acciones) of each Group Company confirming that such entries reflect the Target Company certifying shareholder structure in force at Closing; (viii) to HCM, a property tax non-indebtedness certificate (certificado de no adeudo de impuesto predial) for each Owned Real Property, issued by the corresponding cadastral Governmental Authorities no more than three months prior to the Closing Date, evidencing that (ai) attached thereto all existing constructions at the Owned Real Properties have been appropriately recorded at the cadastral registry, (ii) there are true no real property taxes owed with respect to the Owned Real Property (including all existing constructions thereon), and complete (iii) the applicable Group Companies are the owners of the Owned Real Property based on the relevant cadastral records; (ix) to HCM, a water supply non-indebtedness certificate (certificado de no adeudo de agua) for each Owned Real Property, issued by the corresponding Governmental Authorities no more than three months prior to the Closing Date, evidencing that there are no water duties or fees owned with respect to the Owned Real Properties, or if applicable a certificate evidencing that the Owned Real Property have no service to the municipal water supply system; (x) to HCM, a certificate issued by the manager of the condominium regimes applicable to the Owned Real Properties, issued no more than a month prior to the Closing Date, (y) evidencing that there are no pending rights, quotas, fees or any other amounts payable by the Group Companies in connection with the Owned Real Properties and (z) confirming that the Group Companies are not in default of any of its obligations under the applicable condominium rules and regulations; and (xi) to HCM, with respect to each Murano Party and each Group Company, a certificate from its secretary or other officer certifying as to, and attaching, (A) copies of all its Governing Documents and any trust agreements in and any amendments thereto as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions adopted by the Target Company Board of its board of directors and shareholders, as applicable, authorizing and approving the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation each of the transactions contemplated hereby and therebydocuments related to the Transaction Proposals to which it is a party or by which it is bound, and (bC) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate incumbency of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the its officers of the Target Company authorized to sign execute this Agreement, Agreement or any documents related to the Ancillary Documents and the other documents Transaction Proposals to be delivered hereunder and thereunder; (v) which it is a good standing certificate (party or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementotherwise bound. (b) At the Closing, Holdings shall HCM will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered: (i) each to the Company, a certificate signed by an officer of HCM, dated the Promissory Notes made payable Closing Date, certifying that, to each Seller the knowledge and belief of such officer, the conditions specified in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsSection 9.3(a) and Section 9.3(b) have been fulfilled; (ii) stock certificates representing to the portion Company, a certificate from its secretary or other officer certifying as to, and attaching, (A) copies of Holdings Equity allocated its Governing Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of its board of directors and shareholders, as applicable, authorizing and approving the execution, delivery and performance of this Agreement and each Seller of the documents related to the Transaction Proposals to which it is a party or by which it is bound, and (C) the incumbency of its officers authorized to execute this Agreement or any documents related to the Transaction Proposals to which it is a party or otherwise bound; (iii) to the Company, a certificate of good standing from the Registrar no earlier than 30 days prior to the Closing Date; (iv) to the Company, the Registration Rights Agreement, duly executed by HCM, the Sponsor and its Affiliates party thereto; (v) to the Company, the Lock-Up Agreement, duly executed by each of the Key Holders listed in clause (b) of the definition of Key Holders; and (vi) to the Company, the written resignations of all of the directors and officers of HCM (other than those Persons identified as the initial directors of HCM after the Effective Time, in accordance with the provisions of Section 2.7(b) and Section 6.9), effective as of the Effective Time. (c) On the Closing Date, concurrently with the Effective Time, PubCo shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid HCM Transaction Expenses as set forth on the written statement to be delivered to the Company pursuant to Section 8.7 and (ii) all accrued and unpaid Transaction Expenses as set forth on a written statement to be delivered to HCM pursuant to Section 8.7; provided, that any accrued and unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of any Group Company shall be paid to the Company for further payment to such Selleremployee, independent contractor, officer or director through the Company’s Pro Rata Share, as shown in the Consideration Spreadsheet;payroll.

Closing Deliverables. (a) At or prior to the The following deliverables shall be required at Closing, the Seller Representative shall deliver to Holdings the following: 7.2.1 Seller shall provide proof and documentation evidencing that Seller has the full legal right and authority to enter into, execute, and carry out the provisions of this Agreement. Seller (and each of its owners in the case where Seller is an entity comprised of one or more other entities) will provide proof that it is in good standing under the laws of the state of its formation, is duly qualified to do business in the state in which the Property is located, and has taken all action and has the power and authority necessary to enter into and perform its obligations under this Agreement. Seller shall provide documentation showing that: (i) all stock certificates held by the Sellers representing the Shares, individual executing this Agreement on behalf of Seller is duly authorized on behalf of Seller to the extent such Shares are certificated at the time of Closing; enter into and execute this Agreement; and (ii) a certificateall court and other governmental approvals that are necessary, dated the Closing Date and signed by a duly authorized officer of the Target Companyif any, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of connection with this Agreement and the Ancillary Documents and the consummation performance of the transactions contemplated hereby and therebySeller’s obligations under this Agreement have been obtained, and (b) such resolutions are in full force and effect, and shall remain in full force and effect through the Closing; 7.2.2 Seller shall execute and deliver to Purchaser a properly executed special warranty deed (the “Special Warranty Deed”), substantially in the form of Exhibit B attached hereto, which is in recordable form and conveys fee simple title to the Property to Purchaser free from all encumbrances; except those permitted exceptions agreed to by Purchaser in writing; 7.2.3 Intentionally deleted; 7.2.4 The parties shall execute and deliver an assignment and assumption agreement transferring to Purchaser the rights and obligations from and after the Closing with respect to the Acquired Lease. Seller shall deliver to Purchaser all required Consents with respect to such assignment; 7.2.5 Intentionally deleted. 7.2.6 Seller shall execute and deliver to Purchaser a Certification pursuant to Section 1445 of the Internal Revenue Code that Seller is not a Foreign Person within the meaning of such Code section; 7.2.7 Seller shall furnish Purchaser proof that all real property taxes and personal property taxes that are all a lien against the resolutions adopted Property are paid or prorated to the date of Closing and calculated upon reasonable and equitable estimates where necessary; 7.2.8 Seller shall execute an affidavit stating that there are no liens upon the Property nor outstanding orders or unpaid bills for goods, labor, or materials that may become a lien upon the Property; 7.2.9 Purchaser shall transfer to the Title Company in connection escrow, for delivery to the Seller at Closing, funds in immediately available US Dollars equal to the Purchase Price specified in this Agreement, as the same may be adjusted in accordance with this Agreement, and for prorated items due Seller pursuant to the closing statement. 7.2.10 Intentionally deleted; 7.2.11 To the extent consistent with the transactions contemplated hereby and thereby; (iv) a certificate other provisions of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents parties shall execute and deliver such other documents, conveyances, and affidavits requested by the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (party or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Title Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: that are: (i) each of the Promissory Notes made payable to each Seller required by applicable federal, state, or local laws, statutes, ordinances, rules, regulations, judgments, orders, writs, injunctions, decrees, and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; governmental permits; (ii) stock certificates representing required by the portion of Holdings Equity allocated Title Company in order to each Seller in accordance with such Seller’s Pro Rata Share, as shown issue the title insurance policy to Purchaser; or (iii) customarily given in the Consideration Spreadsheet;appropriate jurisdiction to accomplish transfer of assets of the type involved. 7.2.12 Unless otherwise expressly provided in this Agreement, Seller shall deliver Purchaser possession and occupancy of the Property at the Closing free from all liens, encumbrances, restrictions, assessments, easements, tenancies, and occupancies of every nature except for those exceptions accepted by Purchaser in writing.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Parent shall deliver to Holdings the followingInvestors: (i) all stock certificates held by the Sellers representing the SharesTrue and correct copies of written resolutions, to the extent such Shares are certificated at the time or minutes of Closing; (ii) a certificatemeeting, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each board of directors of the conditions set forth Parent (the “Board”), approving and adopting in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing respects the execution, delivery and performance by the Parent of this Agreement and the Ancillary Documents transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the consummation Purchased Securities against payment of the Purchase Price therefor; (b) approving the execution, delivery and performance by the Parent of all agreements contemplated herein to which the Parent is party and any agreements, instruments or documents ancillary thereto; and (c) adopting the Restated Bylaws as an amendment and restatement of the existing Bylaws of the Parent as in effect prior to the Closing, in the form attached hereto as Schedule ‎1.6(a)(i). (ii) True and correct copies of written resolutions, or minutes of meeting, of the Parent’s stockholders approving and adopting in all respects the execution, delivery and performance by the Parent of this Agreement and the transactions contemplated hereby and therebyhereby, including, among others, (a) the adoption of the Restated Articles; and (b) the approval of the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto, in the form attached hereto as Schedule ‎1.6(a)(ii); (iii) Duly executed stock certificates or book-entry confirmations representing the respective Purchased Shares issued to each Investor at the Closing in the name of each of such resolutions are Investor, in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyform attached hereto as Schedule ‎1.6(a)(iii); (iv) a certificate The Warrants issued to each Investor at the Closing in the name of the Secretary (or equivalent officer) each of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;such Investor; and (v) a good standing A certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing an executive officer of the portion Parent as of Holdings Equity allocated to each Seller the Closing stating that the conditions specified in accordance with such Seller’s Pro Rata ShareSection ‎5 have been satisfied, as shown in the Consideration Spreadsheet;form attached hereto as Schedule ‎1.6(a)(v).

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings Argo the following: (i) all stock certificates held by resignations of the Sellers representing managers and officers of the Shares, Company pursuant to the extent such Shares are certificated at the time of ClosingSection 2.09; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board Manager authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyhereby, and (b2) resolutions of the Owners approving the Merger and adopting this Agreement, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viii) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (viiv) the Consideration Spreadsheet contemplated in Section 2.6completed and executed Subscription Agreements from each Owner, Concerted, and any other party that will receive Ordinary Shares pursuant to this Agreement; (viiv) the FIRPTA Statement; (vi) an employment and restrictive covenant agreement between Merger Sub and ▇▇▇▇▇▇ ▇▇▇▇▇, in form and substance satisfactory to Argo and ▇▇▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇ Employment Agreement”); and (viiivii) such other documents or instruments as Holdings Argo reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Argo shall deliver to Seller Representative the Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made The Closing Consideration, payable pursuant to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;Section 2.04(a)(i). (ii) stock certificates representing a certificate of the portion Secretary or an Assistant Secretary (or equivalent officer) of Holdings Equity allocated Argo and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Argo and Merger Sub, respectively, authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iii) Executed counterparts of the Ancillary Documents; and (iv) such other documents or instruments as the Company reasonably requests and are reasonably necessary to each Seller in accordance with such Seller’s Pro Rata Share, as shown in consummate the Consideration Spreadsheet;transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Caesars Parties shall deliver deliver, or cause to Holdings the followingbe delivered, to Growth Partners: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated as of the Closing Date and signed on behalf of the Caesars Parties by a duly authorized an executive officer of the Target Companyeach Caesars Party, stating that each of the conditions set forth specified in Section 8.2(a9.3(a), Section 9.3(b) and Section 8.2(b9.3(h) have been satisfied; (iiiii) a certificate of the Secretary (other Ancillary Agreements intended to be executed at or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby Closing to which any of the Caesars Parties is a party, duly executed by such Person, as applicable, each in form reasonably acceptable to Growth Partners; (iii) a duly executed certificate from CEOC, prepared in accordance with Treasury Regulation Section 1.1445-2(b)(2)(iv), in form and therebysubstance reasonably acceptable to Growth Partners and on the basis of which Growth Partners shall not be required to deduct or withhold any amounts under Section 1445 of the Code from any amounts payable pursuant to this Agreement, provided that the failure of CEOC to provide such certificate shall not prevent or delay the Closing, and that in the event of such failure Growth Partners shall be entitled to withhold any amounts that may be required consistent with Section 3.6 hereof; (iv) a certificate fee stream agreement in respect of the Secretary each Management Fee Stream in a form reasonably acceptable to Growth Partners (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreementcollectively, the Ancillary Documents and the other documents to be delivered hereunder and thereunder“Fee Stream Agreements”); (v1) a good standing certificate to the extent the Purchased Equity Interests are certificated, certificates evidencing such Purchased Equity Interests, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto and (or its equivalent2) from to the secretary extent the Purchased Equity Interests are not certificated, confirmations of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedbook-entry transfer with respect to such Purchased Equity Interests; (vi) with respect to each Owned Real Property and each ground leased Leased Real Property, an American Land Title Association extended coverage owner’s policy of title insurance (or local equivalent) (with an effective date not earlier than the Consideration Spreadsheet contemplated Closing Date) in Section 2.6favor of the applicable property owning entity (a) showing marketable fee simple (or leasehold) title to such Company Real Property vested in the applicable property owning entity, (b) containing no exceptions other than the Permitted Liens, (c) stating liability coverage in such amounts as shall be determined by Growth Partners and (d) with such endorsements as Growth Partners may reasonably request (including, without limitation, a non-imputation endorsement as to the Knowledge of the Caesars Parties) (collectively, the “Title Policies”), understanding that all costs and expenses of the Title Policies shall be paid at Closing by Parent or Sellers; (vii) with respect to each Owned Real Property and each ground leased Leased Real Property, an updated and current as-built survey for such Company Real Property, in form and substance satisfactory to the FIRPTA StatementGrowth Partners in its sole and absolute discretion, made in accordance with ALTA/ACSM minimum technical standards and the laws of the State where the applicable Casino is located, certified to the property owning entity and Growth Partners and any other persons or entities as Growth Partners may reasonably request, showing such entire Company Real Property, all adjoining streets and roads (including, without limitation, the points of ingress and egress thereto), the exact location by metes and bounds and the exact dimensions of such Company Real Property, a legal description of such Company Real Property, the exact location of any Improvements, setback lines, protrusions, encroachments, parking spaces and easements on and upon such Company Real Property, together with all rights-of-way and other matters relating to such Company Real Property (collectively, the “Surveys”), understanding that all costs and expenses of the Surveys shall be paid at Closing by Parent or Sellers; and (viii) such other documents or appropriately executed documents, instruments and agreements as Holdings reasonably requests and are reasonably may be necessary to consummate the transactions contemplated by this Agreement, in a form reasonably acceptable to Growth Partners, in each case which are requested by Growth Partners at least two (2) Business Days prior to Closing. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative each Contributor shall deliver to Holdings the Company and/or OpCo, as applicable, the following: (i) all stock certificates held In the case of HoldCo, an assignment of the HoldCo Assets in substantially the form attached as Exhibit B-1, duly executed and delivered by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingHoldCo; (ii) a certificate, dated In the Closing Date and signed by a duly authorized officer case of the Target CompanyContributors other than HoldCo, that each an assignment of such Contributor’s Contributed Assets in substantially the conditions set forth in Section 8.2(a) form attached hereto as Exhibit B-2, duly executed and Section 8.2(b) have been satisfieddelivered by such Contributor; (iii) A certification of non-foreign status with respect to such Contributor, or if such Contributor is a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution“disregarded entity,” with respect to its regarded owner, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection a form consistent with the transactions contemplated hereby and thereby;Treasury Regulation Section 1.1445-2(b)(2)(iv)(i); and (iv) a certificate A release of all liens, mortgages, deeds of trust or other encumbrances, in form reasonably acceptable to the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this AgreementCompany, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) affecting such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementContributor’s respective Contributed Assets, if any. (b) At the Closing, Holdings the Company and/or OpCo, as applicable, shall deliver or pay, as applicable, the following to Seller Representative (or such other Person as may be specified herein) the followingeach applicable Contributor: (i) each of the Promissory Notes made payable The assignment delivered by HoldCo pursuant to each Seller and in the principal amounts set forth in the Consideration SpreadsheetSection 2.5(a)(i) above, duly executed and delivered by HoldingsOpCo and the Company; (ii) stock certificates representing Each assignment delivered by the portion Contributors pursuant to Section 2.5(a)(ii) above, duly executed and delivered by OpCo; (iii) The Asset Common Stock and HoldCo Common Stock, validly issued (and reflected on the books and records of Holdings Equity allocated to each Seller the Company) in accordance with the terms of this Agreement; provided, however, to the extent a Contributor is selling any shares of Common Stock pursuant to the Underwriting Agreement, said shares will be delivered to the Company’s custodian on behalf of such Seller’s Pro Rata ShareContributor; and (iv) The Rising Star Cash, the ▇▇▇▇▇▇▇ Cash and the ▇▇▇▇▇▇▇ ▇▇ Cash (by wire transfer of immediately available funds to an account designated in writing by the applicable Contributor to the Company as shown soon as practicable but in no event later than two (2) business days after the Consideration Spreadsheet;Pricing Date).

Closing Deliverables. (a) At In addition to any other documents to be delivered or prior actions to be taken under other provisions of this Agreement, at the Closing, the Seller Representative Parties shall deliver to Holdings the followingBuyer: (ia) all stock certificates held by the Sellers representing the Shares, One or more executed bills of sale in form and substance reasonably satisfactory to the extent such Shares are certificated at Buyer transferring to the time of ClosingBuyer all tangible assets included in the Acquired Assets; (iib) a certificate, dated the Closing Date and signed by a duly authorized officer In respect of the Target CompanyAcquired Assets, that each such documents as Buyer may reasonably require to effect the transfer to the Buyer of the conditions set forth in Section 8.2(a) Seller Parties’ interests therein free and Section 8.2(b) have been satisfiedclear of all Liens, other than Liens arising as a result of any action taken by any Buyer or any of its Affiliates; (iiic) a certificate Counterparts of all Related Agreements executed by the parties thereto, as applicable; (d) Certified copies of the Secretary (or equivalent officer) resolutions of the Target Company certifying that (a) attached thereto are true managers and complete copies the members of all resolutions adopted by the Target Company Board Seller Parties authorizing the execution, delivery delivery, and performance of this Agreement and by the Ancillary Documents Seller Parties and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyprovided for herein; (ive) a certificate An executed assignment and assumption of the Secretary (or equivalent officer) of Seller Parties Intellectual Property Rights, in form and substance reasonably acceptable to the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderBuyer; (vf) a good standing certificate (or its equivalent) from A receipt for the secretary of state or similar Governmental Authority cash portion of the jurisdiction under Initial Purchase Price received in accordance with the Laws instructions of the Seller Parties and an acknowledgement of the issuance of the Closing Shares in which the Target Company is organizedSeller’s name when delivered to the Buyer to be held in accordance with the Pledge Agreement; (vig) A non-foreign affidavit dated as of the Consideration Spreadsheet contemplated Closing Date, sworn under penalty of perjury and in Section 2.6; (vii) the FIRPTA Statementform required under treasury regulations issued pursuant to Code §1445 stating that no Seller Party is a foreign person as defined in Code §1445; and (viiih) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate Certificates of the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative Secretaries of State (or such other Person applicable office) in each jurisdiction in which the Seller Parties are organized, dated as may be specified herein) the following: (i) each of the Promissory Notes made payable Closing Date (or as close thereto as reasonably practicable), certifying as to each Seller the good standing (to the extent such concept is recognized in such jurisdiction) and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion non-delinquent status of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;entities.

Closing Deliverables. (a) At On or prior to the Closing, the Seller Representative Company shall issue, deliver or cause to Holdings be delivered to each Purchaser the following:following (the “Company Deliverables”): (i) all stock certificates held evidence of the issuance of the Securities in the name of the Purchasers by book-entry statement from the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingCompany’s transfer agent; (ii) a certificatelegal opinion of Company Counsel, dated as of the Closing Date and signed in form and substance reasonably satisfactory to the Purchasers, executed by a duly authorized officer of such counsel and addressed to the Target Company, that each of Purchasers and the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedPlacement Agents; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, of the issuance of the Securities set forth opposite the name of each Purchaser on Annex A, registered in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions); (v) the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Securities and the Conversion Shares; (vi) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (the “Secretary’s Certificate”), dated as of the Closing Date, (a) attached thereto are true and complete copies of all certifying the resolutions adopted by the Target Board of Directors of the Company Board authorizing or a duly authorized committee thereof approving the execution, delivery and performance of transactions contemplated by this Agreement and the Ancillary other Transaction Documents and the consummation issuance of the transactions contemplated hereby Securities and therebythe Conversion Shares, and (b) such resolutions are in full force and effect and are all certifying the resolutions adopted in connection with current versions of the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) incorporation, as amended, and bylaws of the Target Company and (c) certifying as to the names signatures and signatures authority of persons signing the Transaction Documents and related documents on behalf of the officers of Company, in substantially the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6form attached hereto as Exhibit C; (vii) the FIRPTA StatementCompliance Certificate referred to in Section 5.1(h); (viii) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; and (viiiix) such other documents a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or instruments comparable office) of each jurisdiction in which the Company is qualified to do business as Holdings reasonably requests and are reasonably necessary to consummate a foreign corporation, as of a date within three (3) Business Days of the transactions contemplated by this AgreementClosing Date. (b) At On or prior to the Closing, Holdings each Purchaser shall deliver or cause to Seller Representative be delivered to the Company the following (or such other Person as may be specified herein) the following:“Purchaser Deliverables”): (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheetthis Agreement, duly executed by Holdingssuch Purchaser; (ii) stock certificates representing its Subscription Amount, in United States dollars and in immediately available funds; and (iii) the portion of Holdings Equity allocated to each Seller in accordance with Registration Rights Agreement, duly executed by such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Purchaser.

Closing Deliverables. Upon the terms and subject to the conditions of this Agreement: (a) At or prior to the Closing, the Seller Representative shall BLAC will deliver or cause to Holdings the followingbe delivered: (i) all stock certificates held to the Company on behalf of the Participating Company Stockholders, a certificate duly signed by an authorized officer of BLAC, dated the Sellers representing the SharesClosing Date, certifying that, to the extent knowledge and belief of such Shares are certificated at officer, the time of Closingconditions specified in Section 8.03(a), Section 8.03(b) and Section 8.03(d) have been fulfilled; (ii) a certificateto each Participating Company Stockholder, dated such number of shares of BLAC Common Shares equivalent to the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedPer Share Consideration payable to such Participating Company Stockholder; (iii) a certificate to the Company, the written resignations of all of the Secretary directors and officers of BLAC (or equivalent officer) other than those Persons identified as the initial directors and officers, respectively, of BLAC, after the Target Company certifying that (a) attached thereto are true and complete copies Closing, in accordance with the provisions of all resolutions adopted by the Target Company Board authorizing the executionSection 2.08), delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyeffective as of, and (b) such resolutions are in full force and effect and are all subject to, the resolutions adopted in connection with the transactions contemplated hereby and therebyClosing; (iv) a certificate to the Company on behalf of the Secretary (or equivalent officer) Participating Company Stockholders, copies of the Target Company certifying BLAC Amended and Restated Organizational Documents in the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents forms as may be mutually agreed in writing between BLAC and the other documents to be delivered hereunder and thereunderCompany; (v) a good standing certificate (all other documents, instruments or certificates as shall reasonably be required by the Company and its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws counsel in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary order to consummate the transactions contemplated by this AgreementTransactions, including, without limitation, such of the foregoing required for purposes of the Korea Foreign Exchange Transaction Act, or any other relevant Laws. (b) At the Closing, Holdings shall the Company will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered to BLAC: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration SpreadsheetJoinders, duly executed by Holdingseach of the Company Stockholders; (ii) stock a certificate of non-issuance of share certificates representing and approval of transfer of shares, accounting for all the portion issued and outstanding shares of Holdings Equity allocated Company Common Stock held by the Participating Company Stockholders to each Seller be transferred to BLAC; (iii) an updated Company shareholder registry reflecting the transactions performed under the Share Exchange; (iv) a certificate duly signed by an authorized officer of the Company, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in accordance Section 8.02(a), Section 8.02(b) and Section 8.02(d) have been fulfilled; (v) the Lock-Up Agreements duly executed by certain of the Participating Company Stockholders; and (vi) all other documents, instruments or certificates as shall reasonably be required by BLAC and its counsel in order to consummate the Transactions. (c) On the Closing date, concurrently with such Seller’s Pro Rata Sharethe Share Exchange, as shown BLAC shall make, or cause to be made, any payments to the stockholders of BLAC required to be made in connection with the Consideration Spreadsheet;Redemption Rights.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company or the Sellers, as applicable, will deliver to Holdings Buyer: (a) the followingoriginal share certificates representing the Shares in the name of the Sellers, together with valid share transfer forms in respect of the Shares, duly executed by the Sellers in favour of Buyer together with a working sheet signed by a director or secretary of the Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Stamp Duty Branch of the Inland Revenue Authority of Singapore for the purpose of assessing the Stamp Duty payable on a transfer of shares; (b) certified true copies of the resolutions passed by the Board of Directors of the Company: (i) all stock certificates held by approving the Sellers representing transfer of the Shares, Shares to the extent such Shares are certificated at the time of ClosingBuyer; (ii) a certificate, dated authorising the Closing Date and signed by a duly authorized officer issue of new share certificates in respect of the Target Company, that each Shares in favour of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedBuyer; (iii) a certificate approving the entry of the Secretary (or equivalent officer) name of Buyer into the register of members of the Target Company certifying that (a) attached thereto are true and complete copies as the holder of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement Shares and the Ancillary Documents and the consummation making of such other entries into other corporate records of the transactions contemplated hereby Company as may be necessary to effectuate and thereby, and (b) such resolutions are in full force and effect and are all reflect the resolutions adopted in connection with the transactions contemplated hereby and therebyAcquisition; (iv) a certificate effecting and accepting the resignation of the Secretary (or equivalent officerdirectors, officers and secretary(ies) of the Target Company certifying Company, with effect from the names Closing and signatures appointing as its directors, officers and secretary(ies) of the officers of the Target Company authorized to sign this AgreementCompany, the Ancillary Documents and person(s) nominated by Buyer as notified to the other documents to be delivered hereunder and thereunder;Sellers in writing, with effect from the Closing Date; and (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority revoking all existing authorities to banks in respect of the jurisdiction under the Laws operation of its bank accounts and giving authority in which the Target Company is organizedfavour of such persons as Buyer may nominate to operate such accounts; (vic) certified true copies of the Consideration Spreadsheet contemplated in Section 2.6;resolutions passed by the Board of Directors of each Seller that is not an individual (if applicable): (viii) approving the FIRPTA Statementsale of the Shares held by such Seller to Buyer; and (viiiii) authorising the execution by such Seller of all other documents and agreements ancillary or instruments as Holdings reasonably requests pursuant thereto or in connection therewith, and are reasonably necessary to consummate the transactions contemplated by this Agreement.execution thereof (where necessary) under the common seal of such Seller; (bd) At a letter duly signed by each officer, secretary or director of the Company (the “Company Officers”) tendering his or her resignation as officer, secretary or director of the Company and/or all offices or places of profit under the Company, to be effective as of the Closing, Holdings shall deliver in the form attached hereto as Exhibit E (the “Director and Officer Resignation Letter”); (e) deeds executed by the Sellers and each of the Company Officers confirming that they each have no claim against the Company (including without limitation, in respect of the Company Officers, for compensation for loss of office, but excluding indemnity obligations of the Company to Seller Representative the Company Officers under the articles of association and bylaws (or similar organizational documents) of the Company or any insurance policy maintained by the Company for the benefit of the Company Officers (“Inchoate Indemnity Claims”)) and if there are any claims that they shall release and disclaim all their rights to such other Person claims, which deeds shall be substantially in the form attached hereto as Exhibit H (the “Deed of Confirmation and Release”); (f) such waivers or consents as may be specified hereinnecessary to enable Buyer to be registered in the register of members of the Company as holder of any and all of the Shares; (g) the following:certificates of title, title deeds, leases and tenancy agreements and all other documentation relating to the Property; (h) all financial, accounting and tax records of the Company (including, without limitation, all management accounts, correspondence with government, governmental agencies, statutory bodies or revenue authorities, banks and other financiers, customers and vendors for the Company); (i) each the notice of incorporation, common seals, the memorandum and articles of association, cheque books and all statutory and other books and records and current business registration certificates and business licences of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, Company (duly executed by Holdingswritten up-to-date); (j) a list of all bank accounts maintained by the Company; (k) bank statements of all bank accounts of the Company as at the Close of Business on the last Business Day prior to the Closing Date, together with directions, in the agreed form, varying and/or replacing the mandates given to such banks by the Company; (l) an acknowledgment in the agreed form from the Sellers that there is no Indebtedness owing at Closing from the Company to any Sellers and that all Seller-Related Guarantees have been fully and completely discharged as at Closing. For the purposes of this provision, “Seller-Related Guarantees” means all guarantees, indemnities, counter-indemnities and letters of comfort of any nature whatsoever: (i) given to any third party by the Company in respect of any Liability of the Seller or (ii) stock certificates representing the portion of Holdings Equity allocated given to each any third party by any Seller in accordance with such Seller’s Pro Rata Share, as shown in respect of any Liability of the Consideration Spreadsheet;Company; and

Closing Deliverables. (a) At On or prior to the ClosingClosing Date, the Seller Representative shall deliver have delivered to Holdings Purchaser all of the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (iia) a certificatecertificate from Seller in a form reasonably satisfactory to Purchaser, dated the Closing Date Date, stating that the preconditions specified in Sections 7.1, 7.2 and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) 7.3 have been satisfied; (iiib) a certificate copies of resolutions, certified by the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true Seller, of Seller's board of directors and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of stockholders approving this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyby this Agreement; (ivc) a certificate certificates of the Secretary (or equivalent officer) of State of the Target Company certifying the names State of Delaware and signatures all other states where any of the officers of the Target Acquired Companies are qualified to do business providing that such Acquired Company authorized to sign this Agreementis in good standing, the Ancillary Documents and the other documents except where any failure to be delivered hereunder and thereunderso qualified to do business, individually or in the aggregate, would not give rise to a Material Adverse Effect; (vd) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority copy of the certificate of incorporation or equivalent governing document for each Acquired Company, certified by the appropriate authority in the jurisdiction under the Laws in which the Target Company is such entity was incorporated or organized; (vie) a copy of the Consideration Spreadsheet contemplated in Section 2.6bylaws or equivalent governing document for each Acquired Company, certified by an officer of such Acquired Company; (viif) all stock certificates and other instruments evidencing ownership of each of the FIRPTA StatementAcquired Companies; (g) all minutes books, stock books, ledgers and registers, corporate seals and other corporate records relating to the organization, ownership and maintenance of each Acquired Company; (h) a counterpart executed copy of an assignment agreement in substantially the form attached hereto as EXHIBIT B of Seller's indemnification rights related to the Acquired Companies under the Asset Purchase Agreement, dated as of December 19, 1999, by and among StaffMark, Inc., StaffMark Acquisition Corporation Seventeen, ClinForce, L.L.C. and ▇▇▇▇▇ ▇▇▇▇▇▇▇ Associates, Inc.; (i) resignation letters delivered by members of the Board of Directors of each Acquired Company, effective as of the Closing; (j) a legal opinion (subject to certain qualifications and assumptions) of counsel to Seller that such counsel is of the opinion that the Transaction Documents have been duly authorized by Seller and are enforceable against Seller in accordance with applicable law; and (viiik) such other documents or instruments as Holdings Purchaser may reasonably requests and are reasonably necessary request to consummate effect the transactions contemplated by this Agreementhereby. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings Parent the following: (i) all stock certificates held the Escrow Agreement duly executed by Members’ Representative and the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingEscrow Agent; (ii) a certificate, dated the Closing Date and certificate signed by a duly authorized officer of the Target Company, that each of the conditions set forth Company in accordance with Section 8.2(a) and Section 8.2(b) have been satisfied6.4; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are (A) the organizational documents of the Company, (B) true and complete copies of all resolutions adopted by the Target board of directors of the Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents Agreements and the consummation of the transactions contemplated hereby and thereby(C) true and complete copies of all resolutions adopted by the Members as of the Closing approving this Agreement and the adoption hereof, and (b) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby hereby, that all such resolutions are in full force and therebyeffect and are all the resolutions adopted in connection with the transactions contemplated hereby; (iv) letters of resignation, effective as of the Closing, from each of the directors or managers, as applicable, of the Company and each of its Subsidiaries that are identified by Parent prior to the Closing Date; (v) a customary payoff letter from those holders of Indebtedness for Borrowed Money set forth on Schedule 2.3(a)(v) in accordance with Section 2.11; (vi) all instruments and documents, or, in lieu thereof, customary undertakings and authorizations reasonably satisfactory to the Parent, necessary to release any and all Liens in favor of holders of Indebtedness for Borrowed Money against the assets of the Company and any of its Subsidiaries; (vii) non-solicitation agreements substantially in the form attached hereto as EXHIBIT G (the “Non-Solicitation Agreements”), executed by the Persons set forth on Schedule 2.3(a)(vii); (viii) a duly completed and executed certificate of the Company dated as of the Closing Date pursuant to Treasury Regulations Section 1.1445-11T(d)(2) to the effect that (i) fifty percent (50%) or more of the value of the gross assets of the Company do not consist of “United States real property interests” as defined in Section 897(c) of the Code, or (ii) ninety percent or more of the value of the gross assets of the Company do not consist of “United States real property interests” as defined in Section 897(c) of the Code plus cash or cash equivalents; (ix) mutual releases substantially in the form attached hereto as EXHIBIT F, executed by each Milestone Fund and each director of the Company and each of its Subsidiaries; (x) termination agreements, in form and substance reasonably satisfactory to Parent, terminating the Contracts set forth on Schedule 5.12 and containing a full release of the Company and each of its Subsidiaries and Parent and all of its Affiliates from any continuing Liability following the Closing; (xi) a compact disc or similar electronic copy of the contents of the electronic “data room” entitled “Project Drive” created for purposes of the sale of the Company as of the date of this Agreement; (xii) evidence of the assignment by Milestone Partners IV, L.P. to the Company as “Named Insured” of the Buyer-Side Representations and Warranties Insurance Policy (Number 11062906) with AIG Specialty Insurance Company, together with all right, title and interest of any of the Milestone Funds and their respective Affiliates in, to and under such policy, effective as of no later than immediately prior to the Closing; (xiii) evidence of the assignment to the Company of all right, title and interest of any of the Milestone Funds and their respective Affiliates in, to and under the Buyer-Side Representations and Warranties Insurance Policy (Number 24201258) with AIG Specialty Insurance Company, effective as of no later than immediately prior to the Closing; and (xiv) such other agreements and documents as the Company and Parent shall mutually agree, such agreement not to be unreasonably withheld. (b) At or prior to the Closing, Parent shall deliver to the Company the following: (i) payment of the Closing Consideration in accordance with Section 2.10; (ii) the Escrow Agreement duly executed by Parent; (iii) certificates signed by duly authorized officers of Parent and Merger Sub in accordance with Section 7.3; (iv) a certificate of the Secretary (or equivalent officer) of Parent and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the Target Company certifying board of directors or sole member, as applicable, of Parent and Merger Sub authorizing the names execution, delivery and signatures performance of this Agreement and the Ancillary Agreements and the consummation of the officers of transactions contemplated hereby, that all such resolutions are in full force and effect and are all the Target Company authorized to sign this Agreementresolutions adopted in connection with the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the Ancillary Documents and resolutions adopted in connection with the other documents to be delivered hereunder and thereundertransactions contemplated hereby; (v) a good standing certificate (or its equivalent) from mutual releases substantially in the secretary form attached hereto as EXHIBIT F, executed by Parent in favor of state or similar Governmental Authority each Member and each manager and director, as applicable, of the jurisdiction under the Laws in which the Target Company is organized;and each of its Subsidiaries; and (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other agreements and documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementhereunder or as the Company and Parent shall mutually agree. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At On or prior to the ClosingClosing Date, Sellers and Noteholders shall provide or cause to be provided to Purchaser in accordance with the Seller Representative shall deliver to Holdings terms and conditions of the followingEscrow Agreement: (ia) all stock certificates held by The duly executed resignation of ▇▇▇▇▇ as Director, President, Chief Executive Officer, Secretary, Chief Financial Officer, Treasurer and Principal Accounting Officer in the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions form as set forth in Section 8.2(aExhibit I hereto (the “Vaini Letter of Resignation”) and Section 8.2(b) have been satisfied;dated as of the Closing Date. (iiib) a The duly executed resignation of ▇▇▇▇▇▇ as Chief Scientific Officer of the Company in the form as set forth in Exhibit II hereto (the “Lander Letter of Resignation”) dated as of the Closing Date. (c) The appointment by the Board of Directors of the Company of the following persons (“New Management”) to the following positions in the form as set forth in Exhibit III hereto (the “Written Consent of Director”): (d) Stock powers and other instruments of transfer duly executed in blank necessary to transfer ownership free of encumbrance to 3,210,790 shares held by ▇▇▇▇▇ and 3,000,000 shares held by Lander to the Purchaser in the forms as set forth in Exhibits IV and V, respectively, hereto (the “Vaini Stock Power” and the “Lander Stock Power”) dated as of the Closing Date. (e) A certificate of the Secretary (or equivalent other officer) of the Target Company certifying certifying: (i) that (a) attached thereto are true and complete copies of all resolutions adopted by of the Target board of directors and the stockholders of Company Board authorizing the execution, delivery delivery, and performance of this Agreement Agreement, and the Ancillary Documents other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the "Transaction Documents") to which Company is a party and the consummation of the transactions contemplated hereby and thereby, and (b) that such resolutions are in full force and effect and are all effect; (ii) the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names names, titles, and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents Agreement and the other Transaction Documents; and (iii) that attached thereto are true and complete copies of the governing documents to be delivered hereunder of the Company, including any amendments or restatements thereof, and thereunder;that such governing documents are in full force and effect in the form as set forth in Exhibit VI hereto (the “Secretary’s Certificate”). (vf) a A good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of Wyoming and each jurisdiction where the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) required to be qualified, registered, or authorized to do business. The term "Governmental Authority" means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such other documents government or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementpolitical subdivision, or any arbitrator, court, or tribunal of competent jurisdiction. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings Parent the following: (i) all stock certificates held the Escrow Agreement duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingStockholder Representative; (ii) resignations of the directors and board-appointed officers from their positions as directors and officers of the Company; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that the Company has duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedAncillary Documents to be performed or complied with by it prior to or on the Closing Date; (iiiiv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which the Company is a party and the consummation of the transactions contemplated hereby and therebythereby and (2) resolutions of the Stockholders signed by sufficient Stockholders so as to constitute the Requisite Company Vote approving the Merger and adopting this Agreement, and (bB) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents to which the Company is a party and the other documents to be delivered hereunder and thereunder; (vvi) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vivii) the Closing Transaction Expenses Certificate; (viii) the Closing Indebtedness Certificate; (ix) the Estimated Closing Working Capital Statement; (x) the Consideration Spreadsheet contemplated in Section 2.6Spreadsheet; (viixi) the FIRPTA Statement; (xii) evidence (in forms satisfactory to Parent) of the termination of those agreements set forth in Section 2.03(a)(xii) of the Disclosure Schedules; (xiii) all approvals, consents, ratifications, waivers or other authorizations of and notices to other third parties set forth in Section 2.03(a)(xiii) of the Disclosure Schedule or otherwise required in connection with the consummation of the Merger, in each case, in form and substance reasonably satisfactory to Parent; and (viiixiv) proof, in form and substance reasonably satisfactory to Parent, that the Company has (A) properly submitted a Voluntary Correction Program submission under Rev. Proc. 2016-51 to the Internal Revenue Service, and (B) made all applicable contributions to the Company’s 401(k) plan, in each case, as contemplated in Section 3.20(c) of the Disclosure Schedules. (xv) such other documents or instruments as Holdings Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Parent shall deliver to Seller Representative the Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, Escrow Agreement duly executed by HoldingsParent; (ii) stock certificates representing payment to the portion Exchange Agent by wire transfer of Holdings Equity allocated immediately available funds an amount equal to each Seller the aggregate Closing Common Merger Consideration and Closing Preferred Merger Consideration payable pursuant to Section 2.08 in accordance exchange for Shares, and payable pursuant to Section 2.09 in exchange for cancellation of In-Money Options and Outstanding Warrants (provided, however, that any amounts payable with such Sellerrespect to In-Money Options held by Company employees and Incentive Units shall be delivered to the Company for distribution through the Surviving Corporation’s Pro Rata Sharepayroll, in the ordinary course of business, on the next payroll date following the Closing that is more than three (3) Business Days following the Closing); (iii) the deposit of the General Indemnity Escrow with the Escrow Agent, as shown set forth in Section 2.12; (iv) payment of the Stockholder Representative Expense Amount by wire transfer of immediately available funds to a bank account designated by the Stockholder Representative (the “Stockholder Representative Expense Fund”); (v) payment to third parties by wire transfer of immediately available funds that amount of money due and owing from the Company to such third parties as Transaction Expenses as set forth on the Closing Transaction Expenses Certificate (as applicable); (vi) payment of the Escrow Costs to Escrow Agent; (vii) payment to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from the Company to such holders of outstanding Indebtedness as set forth on the Closing Indebtedness Certificate (provided, however, that any amounts payable as Change of Control Payments shall be delivered to the Company for distribution through the Surviving Corporation’s payroll, in the Consideration Spreadsheetordinary course of business, on the next payroll date following the Closing that is more than three (3) Business Days following the Closing); (viii) a certificate, dated the Closing Date and signed by a duly authorized officer of Parent and Merger Sub, that Parent and Merger Sub each have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by them prior to or on the Closing Date; (ix) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (x) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying the names and signatures of the officers of Parent and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (xi) such other documents or instruments as the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (ai) At the Closing, each Seller shall deliver or prior cause to be delivered to Buyer: (1) one or more stock certificates evidencing such Seller’s portion of the Purchased Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, sufficient to transfer ownership of such Seller’s portion of the Purchased Shares to Buyer; and (2) a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code, duly executed by such Seller and in form and substance reasonably satisfactory to Buyer. (ii) At the Closing, the Seller Companies and Sellers’ Representative shall deliver or cause to Holdings the followingbe delivered to Buyer: (i1) all stock certificates held a Closing Certificate for each Company, duly executed by the Sellers representing the Shares, to the extent an executive officer of such Shares are certificated at the time of ClosingCompany; (ii2) a certificatethe escrow agreement, in the form attached hereto as Exhibit C (the “Escrow Agreement”), dated as of the Closing Date and signed duly executed by a duly authorized officer of Sellers’ Representative and the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedEscrow Agent; (iii3) a certificate certificates of the Secretary or an Assistant Secretary (or equivalent officer) of the Target each Company certifying (A) that (a) attached thereto are true correct and complete copies of all the resolutions adopted by the Target Company Board board of directors and Sellers of such Company, authorizing the execution, delivery and performance of this Agreement and Agreement, the Ancillary Documents other Transaction Agreements to which such Company is a party and the consummation of the transactions contemplated hereby and therebyTransactions, and (b) that all such resolutions are in full force and effect effect, (B) that attached thereto are correct and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate complete copies of the Secretary Organizational Documents of such Company and that such Organizational Documents are in full force and effect, and (or equivalent officerC) of the Target Company certifying the names and signatures of the officers of the Target Company such Company, as applicable, authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents Transaction Agreements to be delivered hereunder and thereunderwhich such Company is a party; (v4) a good standing certificate (or its equivalent) certificates with respect to each Company from the secretary each such Company’s state of state or similar Governmental Authority of the formation and each other jurisdiction under the Laws in which the Target such Company is organizedqualified to do business as a foreign business entity, in each case dated not more than 15 days prior to the Closing Date; (vi5) the Consideration Spreadsheet contemplated in Section 2.6books and records of each Company, provided, that the obligation to deliver such books and records shall be deemed satisfied to the extent such books and records are located at any Leased Real Property of such Company at Closing; (vii6) duly executed resignations of each director and officer, and of each applicable employee, of each Company, in accordance with Section 12.12; (7) executed payoff letters for outstanding Indebtedness of each Company (each, a “Payoff Letter” and collectively, the “Payoff Letters”) as of the Closing Date, with each Payoff Letter indicating that upon payment of the specified amount, (A) such Indebtedness shall be paid in full and, if applicable, any Liens associated therewith shall terminate automatically, subject only to the receipt of such payment amount, and (B) the FIRPTA Statementapplicable lender will, or such Company shall have all authorizations and power to, file any necessary Uniform Commercial Code termination statements and the applicable lender will execute all such documents or endorsements necessary to release of record any such Liens, including those filed with the Patent and Trademark Office; (8) estoppel certificates, duly executed by each Company and the landlords set forth on Section 2.05(b)(viii) of the Disclosure Letter; and (viii9) such other documents or instruments as Holdings reasonably requests an agreement among H&G, HW, Allied and are reasonably necessary ▇▇▇▇ Muskowvitz terminating the agreement among them, in a form satisfactory to consummate the transactions contemplated Buyer, duly executed by this AgreementH&G, HW, Allied and ▇▇▇▇ Muskowvitz. (biii) At the Closing, Holdings Buyer shall deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered: (i1) each of to Sellers’ Representative, the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration SpreadsheetBuyer Closing Certificate, duly executed by Holdingsan executive officer of the Buyer; (ii2) stock certificates representing to Sellers’ Representative, by wire transfer of immediately available funds to the portion of Holdings Equity allocated to each Seller account(s) designated in accordance with such Sellerwriting by Sellers’ Representative, an amount equal to: (A) the H&G Estimated Closing Purchase Price, minus (B) H&G’s Adjustment Escrow Amount, minus (C) H&G’s Pro Rata ShareCompany Portion of the Indemnity Escrow Amount; (3) to Sellers’ Representative, by wire transfer of immediately available funds to the account(s) designated in writing by Sellers’ Representative, an amount equal to: (A) the HW Estimated Closing Purchase Price, minus (B) HW’s Adjustment Escrow Amount, minus (C) HW’s Pro Rata Company Portion of the Indemnity Escrow Amount; (4) to Sellers’ Representative, by wire transfer of immediately available funds to the account(s) designated in writing by Sellers’ Representative, an amount equal to: (A) the Allied Estimated Closing Purchase Price, minus (B) Allied’s Adjustment Escrow Amount, minus (C) Allied’s Pro Rata Company Portion of the Indemnity Escrow Amount; (5) to Sellers’ Representative, by wire transfer of immediately available funds to the account(s) designated in writing by Sellers’ Representative, an amount equal to: (A) the SC Estimated Closing Purchase Price, minus (B) SC’s Adjustment Escrow Amount, minus (C) SC’s Pro Rata Company Portion of the Indemnity Escrow Amount; (6) to the intended beneficiaries thereof: (A) the H&G Estimated Closing Indebtedness, the HW Estimated Closing Indebtedness, the Allied Estimated Closing Indebtedness and the SC Estimated Closing Indebtedness (each as shown identified in the Consideration Spreadsheetapplicable Payoff Letter for which Payoff Letters have been delivered pursuant to Section 2.05(b)(vii)); (B) the H&G Estimated Transaction Expenses, the HW Estimated Transaction Expenses, the Allied Estimated Transaction Expenses and the SC Estimated Transaction Expenses (each as identified by invoices in respect thereof); and (C) the H&G Estimated Audit Expenses, the HW Estimated Audit Expenses and the Allied Estimated Audit Expenses (each as identified by invoices in respect thereof), in each case of (A) – (C) in immediately available funds by wire transfer to the account designated in such Payoff Letters and invoices; (7) to the Escrow Agent, the Adjustment Escrow Amounts, in immediately available funds by wire transfer to the account designated by the Escrow Agent (the “Adjustment Escrow Account”), to be held to secure any payment owed by the Sellers pursuant to Section 2.06(d); (8) to the Escrow Agent, the Indemnity Escrow Amount, in immediately available funds by wire transfer to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), to be held as a nonexclusive means to fulfill the obligations of the Sellers pursuant to Article 15; (9) to Sellers’ Representative, the Escrow Agreement, duly executed by Buyer; and (10) to ▇▇▇▇ ▇▇▇▇▇, the amount of any Audit Expenses that are not Company Audit Expenses or which have not previously been paid by or on behalf of Buyer.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative VBF shall deliver to Holdings Buyer the following: (i) all stock certificates held by the Sellers representing the Shares, keys to the extent such Shares are certificated at facilities located on the time of ClosingReal Property and the Vehicles; (ii) a certificateb▇▇▇ of sale in the form of Exhibit D hereto (the “VBF B▇▇▇ of Sale”), dated duly executed by VBF, transferring the Closing Date and signed by a duly authorized officer of Tangible Property included in the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedPurchased Assets to Buyer; (iii) a certificate of the Secretary (or equivalent officer) of VBF certifying as to (A) the Target Company certifying that (a) attached thereto are true and complete copies resolutions of all resolutions adopted by the Target Company Board authorizing board of directors of VBF, which authorize the execution, delivery and performance of this Agreement by VBF, including all documents to be delivered pursuant to Section 2.02(a), and the Ancillary Documents other agreements, instruments and documents required to be delivered in connection with this Agreement or at the Closing (collectively and for any party, the "Transaction Documents") and the consummation of the transactions contemplated hereby and thereby, thereby and (bB) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company VBF authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementTransaction Documents; and (viiiiv) such other documents customary instruments of transfer, assumption, filings or instruments documents, in form and substance reasonably satisfactory to Buyer, as Holdings reasonably requests may be required by VBF, Transport and are reasonably necessary Iowa’s First to consummate give effect to the transactions contemplated by this Agreement. (b) At the Closing, Holdings Transport shall deliver to Seller Representative (or such other Person as may be specified herein) Buyer the following: (i) each a b▇▇▇ of the Promissory Notes made payable to each Seller and sale in the principal amounts set forth in form of Exhibit D hereto (the Consideration Spreadsheet“Transport B▇▇▇ of Sale”), duly executed by HoldingsTransport, transferring the Vehicles included in the Purchased Assets to Buyer; (ii) stock certificates representing a certificate of the portion Secretary (or equivalent officer) of Holdings Equity allocated Transport certifying as to each Seller (A) the resolutions of the board of directors of Transport, which authorize the execution, delivery and performance of this Agreement by Transport, including all documents to be delivered pursuant to Section 2.02(b), and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Transport authorized to sign this Agreement and the other Transaction Documents; and (iii) such other customary instruments of transfer, assumption, filings or documents, in accordance with such Seller’s Pro Rata Shareform and substance reasonably satisfactory to Buyer, as shown may be required by Transport to give effect to the transactions contemplated by this Agreement. (c) At the Closing, Iowa’s First shall deliver to Buyer the following: (i) a Deed in form and substance satisfactory to Buyer (each, a “Deed”) for each parcel of Real Property (as hereafter defined), duly executed and notarized by Iowa’s First; (ii) a certificate of the Consideration SpreadsheetSecretary (or equivalent officer) of Iowa’s First certifying as to (A) the resolutions of the board of directors of Iowa’s First, which authorize the execution, delivery and performance of this Agreement by Iowa’s First, including all documents to be delivered pursuant to Section 2.02(c), and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Iowa’s First authorized to sign this Agreement and the other Transaction Documents; and (iii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required by Iowa’s First to give effect to the transactions contemplated by this Agreement. (d) At the Closing, Buyer shall deliver the following: (i) the Closing Payment to First American Title Company; (ii) the VBF B▇▇▇ of Sale to VBF, duly executed by Buyer; (iii) the Transport B▇▇▇ of Sale to Transport, duly executed by Buyer; (iv) Promissory Note A and the related mortgage to VBF, duly executed by Buyer; (v) Promissory Note B and the related mortgage to VBF, duly executed by Buyer; (vi) a certificate of the Secretary (or equivalent officer) of Buyer to VBF certifying as to (A) the resolutions of the Board of Directors of Buyer, which authorize the execution, delivery and performance of this Agreement, including all documents to be delivered pursuant to this Section 2.02(d), and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents; and (vii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement.

Closing Deliverables. The following deliveries shall be made at the Closing: (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the followingBuyer: (i) all stock a certificate or certificates held by the Sellers representing the Shares, duly endorsed in blank or with duly executed stock transfer powers attached; (ii) a certificate dated the Closing Date, duly executed by an authorized officer of Seller, certifying that the conditions to the extent Closing specified in Section 7.2(a), Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 7.2(e), Section 7.2(f) (if such Shares are certificated at condition is in effect) and Section 7.2(g) have been fulfilled; (iii) a certificate dated the Closing Date, duly executed by an authorized officer of Seller, certifying Seller’s non-foreign status in accordance with Treasury Regulations Section 1.1445-2(b); (iv) [Intentionally Omitted]; (v) a tax opinion from Hunton & ▇▇▇▇▇▇▇▇ LLP providing that (A) each of the Company and UHCP was a QRS of Seller from the date of its respective formation until the effective time of Closingits respective Conversion, and (B) each of the Company and UHCP has been and will be disregarded as an entity separate from Seller for U.S. federal income tax purposes from the effective time of its respective Conversion and ending as of the Company’s sale of the Shares, in substantially the form attached as Exhibit C and based on representations consistent with past practices for similar opinions issued by Hunton & ▇▇▇▇▇▇▇▇ LLP involving issues related to Seller’s qualification as a REIT, as revised to reflect the opinions described herein; (vi) for each Prepaid Existing Loan, a customary payoff letter from each applicable Lender indicating that upon payment of a specified amount or provision of specified defeasance collateral (as applicable), such Lender shall release its Liens on, and agree to execute Uniform Commercial Code Termination Statements and such other documents or endorsements necessary to release such Liens on, the assets and properties of the Company Subsidiaries; (vii) such customary title affidavits and certificates as may be reasonably requested by Buyer in order to enable it to obtain title insurance in connection with the consummation of the transactions contemplated herein and in the other Transaction Documents, provided that Seller shall not be required to provide any (i) indemnities or (ii) affidavits in connection with any non-imputation endorsements; (viii) with respect to the Real Property, such affidavits reasonably sufficient for the title insurance company procured by Buyer to delete any exceptions from Buyer’s title policies for parties-in-possession and mechanic’s or materialmen’s Liens, and such other affidavits as may be reasonably required by the title company of Buyer in connection with the issuance to Buyer of title insurance policies with a “non-imputation” endorsement, in each case insuring good and marketable title to the Real Property, subject only to the Permitted Liens without the standard pre-printed exceptions. (b) Buyer shall deliver or cause to be delivered to Seller: (i) the Final Purchase Price, in accordance with Section 2.4; and (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration SpreadsheetDate, duly executed by Holdings; (iian authorized officer of Buyer, certifying that the conditions to the Closing specified in Section 7.3(a) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;and Section 7.3(b) have been fulfilled.

Closing Deliverables. (a) At On or prior to the Closingeach Closing (or as otherwise provided below), the Seller Representative Company shall issue, deliver or cause to Holdings be delivered to each Purchaser the following:following (the “Company Deliverables”): (i) all stock certificates held this Agreement, duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingCompany (First Closing only); (ii) a certificate, dated the Closing Date and signed by a duly authorized officer evidence of the Target Company, that each filing and acceptance of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedCertificate of Designation from the Secretary of State of the State of Delaware (First Closing only); (iii) facsimile copies of the Preferred Stock and Warrants purchased at the applicable Closing, each bearing the restrictive legends described herein, with originals to follow within three Business Days of such Closing; (iv) a legal opinion of Company Counsel, dated as of the date of the Closing and in the form attached hereto as Exhibit E, executed by such counsel and addressed to the Purchasers; (v) the Registration Rights Agreement (First Closing only); (vi) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (the “Secretary’s Certificate”), dated as of the Closing Date, (a) attached thereto are true and complete copies of all certifying the resolutions adopted by the Target Board of Directors of the Company Board authorizing or a duly authorized committee thereof approving the execution, delivery and performance of transactions contemplated by this Agreement and the Ancillary other Transaction Documents and the consummation issuance of the transactions contemplated hereby and therebySecurities, and (b) certifying the current versions of the certificate of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit G (First Closing only, unless there have been subsequent changes to any of the matters covered by the Secretary’s Certificate delivered at the First Closing); and (vii) the Compliance Certificate referred to in Section 5.1(h). (b) On or prior to each Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such resolutions are Purchaser (First Closing only); (ii) Payment for the applicable Securities as described in full force and effect and are all Section 2.1(a) with respect to the resolutions adopted in connection with applicable Closing; (iii) the transactions contemplated hereby and thereby;Registration Rights Agreement, duly executed by such Purchaser (First Closing only); and (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names fully completed and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and duly executed Selling Stockholder Questionnaire in the principal amounts form attached as Annex B to the Registration Rights Agreement (First Closing only, unless there have been subsequent changes to the information set forth in on the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing Selling Stockholder Questionnaire delivered at the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;First Closing).

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver deliver, or cause to Holdings be delivered, to Parent (or such other Person as may be specified herein) the following: (i) all stock certificates held the Escrow Agreement duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingStockholder Representative; (ii) resignations of the directors and officers of the Company pursuant to Section 5.06; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.02(a) and Section 8.2(b7.02(b) have been satisfied; (iiiiv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of (1) all resolutions adopted by the Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (2) resolutions of the Stockholders representing the affirmative vote of Stockholders representing at least 75% of the outstanding Shares approving the Merger and adopting this Agreement, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vi) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdictions under the Laws in which the Company and each of its Subsidiaries are organized; (vii) at least two (2) Business Days prior to the Closing, the Closing Transaction Expenses Certificate; (viii) at least two (2) Business Days prior to the Closing, the Closing Indebtedness Certificate, and the Closing Deferred Compensation Amounts Certificate; (ix) the Estimated Closing Working Capital Statement contemplated in Section 2.17(a); (x) the Consideration Spreadsheet contemplated in Section 2.18; (xi) the FIRPTA Statement; (xii) a counterpart signature to the employment agreements substantially in the form of Exhibit B with each of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇▇▇▇ Employment Agreement”), ▇▇▇▇ ▇▇▇▇▇▇ (the “Darwin Employment Agreement”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇▇▇▇ Employment Agreement”) and ▇▇▇▇▇ ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Employment Agreement” and together with the ▇▇▇▇▇▇▇▇▇▇ Employment Agreement, ▇▇▇▇▇▇▇▇▇▇ Employment Agreement and Darwin Employment Agreement, the “Employment Agreements”); (xiii) a counterpart signature to the lock up and leak out agreements with each of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, each Stockholder who will own one (1) million or more shares of the Purchase Consideration as a result of the Merger, and each Person owning one (1) million or more shares of Parent Common Stock as of September 30, 2020, substantially in the form attached hereto as Exhibit C (the “Lock Up Agreements”); (xiv) a counterpart signature to the promissory notes substantially in the form of Exhibit D issued by OCG, ▇▇▇.▇▇ each of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇▇▇▇ Note”), ▇▇▇▇ ▇▇▇▇▇▇ (the “Darwin Note”), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Hageseth Note” and together with the ▇▇▇▇▇▇▇▇▇▇ Note and Darwin Note, the “Principal Notes”), and [redacted]; (xv) payment to the Escrow Agent by wire transfer of immediately available funds the Stockholder Representative Expense Amount as set forth in Section 2.12; (xvi) such other documents or instruments as Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement (including, without limitation, any documents or instruments pertaining to any matter set forth in Section 7.01 or Section 7.02). (b) At the Closing, Parent shall retain, deliver, or cause to be delivered, to the Company (or such other Person as may be specified herein) the following: (i) the Escrow Agreement duly executed by Parent; (ii) to the Exchange Agent the number of shares of Parent Common Stock equal to the aggregate Closing Merger Consideration issuable pursuant to Section 2.08 in exchange for Shares; (iii) From the Purchase Consideration Parent shall retain for its own account the number of shares of Parent Common Stock calculated by dividing the amount of Transaction Expenses of the Company or any of its Subsidiaries as of the close of business on the Closing Date, by fifty percent (50%) of the VWAP ending on the Business Day immediately preceding the Closing Date, and the Stockholders shall have no rights with respect to such retained Parent Common Stock; (iv) From the Purchase Consideration Parent shall retain for its own account the number of shares of Parent Common Stock calculated by dividing the outstanding Indebtedness of the Company or any of its Subsidiaries as of the close of business on the Closing Date, by fifty percent (50%) of the VWAP ending on the Business Day immediately preceding the Closing Date, and the Stockholders shall have no rights with respect to such retained Parent Common Stock; (v) From the Purchase Consideration Parent shall retain for its own account the number of shares of Parent Common Stock calculated by dividing the aggregate Deferred Compensation Amounts as set forth on the Closing Deferred Compensation Amounts Certificate, by fifty percent (50%) of the VWAP ending on the Business Day immediately preceding the Closing Date, and the Stockholders shall have no rights with respect to such retained Parent Common Stock; (vi) a certificate, dated the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied; (vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the Target Company Board board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivviii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company Parent and Merger Sub certifying the names and signatures of the officers of the Target Company Parent and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viiiix) a counterpart signature to the Employment Agreements; (x) a counterpart signature to the Lock Up Agreements; (xi) a counterpart signature to the Principal Notes; and (xii) such other documents or instruments as Holdings the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At The respective obligations of IR-Med and the IR-Med Shareholders to effect the Share Exchange shall be subject to the delivery at or prior to the ClosingClosing of the following documents (the “IDAD Documents”), the Seller Representative shall deliver to Holdings the followingunless waived by IR-Med: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete delivery to IR-Med of copies of all resolutions and/or consents and actions adopted by or on behalf of the Target Company Board authorizing the execution, delivery and performance board of directors of IDAD evidencing approval of this Agreement and the Ancillary Documents and the consummation of the transactions Share Exchange contemplated hereby and thereby, and hereunder; (b) such resolutions are in full force delivery to IR-Med of all certificates and effect other documents required by this Agreement and are all the resolutions adopted in connection with the transactions contemplated hereby a certificate of an officer of IR-Med, dated as of Closing, certifying that: each covenant and therebyobligation of IDAD under this Agreement and any applicable Law has been complied with; (c) IDAD shall have delivered to IR-Med a certificate executed by the Chief Executive Officer of IDAD, certifying the following: (i) consummation of a transaction by IDAD pursuant to which it has raised net proceeds of at least US$1,370,000 (and no more than US$ 4,870,000 million) from the Private Placement and (ii) IDAD has net cash reserves of no less than $1.37M at Closing; (iii) IDAD has no material Liabilities or obligations that exceed $25,000 which did not arise in the regular and ordinary course of business under any contract, commitment, lease or plan specifically disclosed in the IDAD Disclosure Letter; and (iv) that following the Private Placement, the IDAD Exchange Shares shall represent 43-59% of the issued and outstanding capital stock of IDAD on a fully-diluted basis1, which certification shall contain documentary evidence affirming the facts stated therein, reasonably satisfactory to the board of directors of IR-Med; (d) IDAD shall have delivered to IR-Med a certificate of the Secretary Chief Executive Officer of IDAD certifying the following: (or equivalent officerA) that IDAD has duly adopted an amended and restated certificate of incorporation (the “COI”) and Amended By-Laws (the “By-Laws”) which include provisions for (i) a staggered board; and (ii) protective provisions whereby the COI and By-Laws cannot be amended without the approval of the Target Company certifying the names and signatures holders of at least 67% of the officers shares of IDAD’s stock voting in respect of such amendment; and (B) the conversion of and subsequent cancellation of all issued and outstanding IDAD Preferred Stock and their replacement by the issuance of new shares of IDAD Common Stock to the previous holders of the Target Company authorized to sign this AgreementIDAD Preferred Stock, the Ancillary Documents and the other documents to be delivered hereunder and thereunderon a 1:1.5 basis; (ve) a good standing certificate (or its equivalent) from IDAD shall deliver to IR-Med the secretary of state or similar Governmental Authority certification of the jurisdiction under Nevada Secretary of States in respect of the Laws in which amendment to IDAD’s articles of incorporation or bylaws, duly filed with the Target Company is organizedNevada Secretary of State reflecting the conversion into IDAD Common Stock of the IDAD outstanding preferred stock; (vif) Subject to any requirements to the Consideration Spreadsheet contemplated contrary resulting from the Tax Ruling, each of the IR-Med Shareholders shall have received from IDAD stock certificates or, in Section 2.6lieu thereof, book entry form confirmation, evidencing their respective beneficial ownership of the IDAD Shares; (viig) IDAD shall have entered into such trust agreement with the FIRPTA Statement; and (viii) such other Trustee as is required under the Tax Ruling, in form and substance as shall be concluded between IR-Med and the Trustee and reasonably acceptable to IDAD, and shall execute any documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each for transfer of the Promissory Notes made payable IR Med Shares issued to each Seller and in it to the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller Trustee in accordance with such Seller’s Pro Rata Share, as shown in the Consideration SpreadsheetTax Ruling;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) all stock certificates held the Escrow Agreement, duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing▇▇▇▇▇▇; (ii) a certificatebill of sale and assignment and assumption agreement in the form mutually agreed to by ▇▇▇▇▇ and Seller (the “Bill of Sale/Assignment and Assumption Agreement”), dated the Closing Date and signed duly executed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedSeller; (iii) assignments of the Intellectual Property Assets in the form mutually agreed to by ▇▇▇▇▇ and Seller (the “Intellectual Property Assignment”), duly executed by Seller; (iv) good standing certificates of Seller, dated within ten (10) days of the Closing Date, certified by the Secretary of State of New York; (v) a certificate of the Secretary secretary or an assistant secretary (or equivalent officer) of the Target Company certifying Seller certifying: (A) that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Seller’s Board of Directors and Seller’s stockholders authorizing the execution, delivery and performance of this Agreement and the other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; ; (ivB) a certificate that attached thereto are true, correct, and complete copies of the Secretary Governing Documents of Seller; and (or equivalent officerC) of the Target Company certifying the names and signatures of the officers of the Target Company Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in written consents or license transfer agreements from the Persons and with respect to the Contracts set forth on Section 2.63.02(a)(vi) of the Disclosure Schedules; (vii) any payoff letters or other written evidence (each, a “Payoff Letter”), in form satisfactory to Buyer, of the FIRPTA Statementrelease in full of all Encumbrances relating to the Purchased Assets other than Permitted Encumbrances; (viii) assignments of all Business Permits, to the extent transferable in accordance with the terms thereof and applicable Law; (ix) possession of the Purchased Assets, including the Books and Records; (x) a DVD or other media (which shall be permanent and accessible, without the need for any password, with readily and commercially available software) containing, in electronic format, all documents posted as of the Closing Date to the Data Room; (xi) assignment of the Intellectual Property used in the design, manufacture and sale of the Baby Brezza Diaper Bags and the RESTE Swaddle (exclusive of any Baby Brezza Trademark); and (viiixii) such other documents customary instruments of transfer, assumption, filings or instruments documents, in form and substance reasonably satisfactory to Buyer, as Holdings reasonably requests and are reasonably necessary may be required to consummate the transactions contemplated by give effect to this Agreement. (b) At the Closing, Holdings Buyer shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each an aggregate amount equal to: (A) the Estimated Adjusted Purchase Price minus (B) the Purchase Price Adjustment Escrow Amount; minus (C) the Indemnification Escrow Amount; minus (D) the amount of outstanding Indebtedness as of the Promissory Notes made payable Closing Date paid pursuant to each Section 3.02(d); minus (E) the Seller and Transaction Expenses paid pursuant to Section 3.02(d); which, in the principal amounts case of subsections (B), (C), (D) and (E), are as set forth in the Consideration SpreadsheetFunds Flow Memorandum if not otherwise set forth in the Closing Statement, duly executed by Holdingswire transfer of immediately available funds to an account designated in writing by Seller to Buyer; (ii) stock certificates representing the portion Escrow Agreement duly executed by ▇▇▇▇▇; (iii) the Bill of Holdings Equity allocated Sale/Assignment and Assumption Agreement duly executed by ▇▇▇▇▇; (iv) a certificate of the secretary (or equivalent officer) of Buyer certifying as to each Seller (A) the resolutions of the board of directors of Buyer, which authorize the execution, delivery, and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the Ancillary Documents; and (v) applicable sales Tax resale certificates. (c) At the Closing, Buyer shall deliver to the Escrow Agent: (i) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent; (ii) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent; and (iii) the Escrow Agreement executed by ▇▇▇▇▇. (d) At the Closing, Buyer shall deliver to the intended beneficiaries thereof on behalf of Seller’s Pro Rata Share: (i) the Indebtedness in accordance with the Payoff Letters, as shown if any; and (ii) the Seller Transaction Expenses in the Consideration Spreadsheet;accordance with relevant invoices.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative The Administrative Agent shall deliver to Holdings have received of the following: (i) (A) a copy of the certificate or articles of incorporation or organization, including all stock certificates held amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Sellers representing Secretary of State of the Shares, state of its organization and a certificate from the appropriate Governmental Authority of such State dated as of a recent date certifying as to the extent good standing of such Shares are certificated at the time of Closing; Loan Party and (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iiiB) a certificate of a Responsible Officer of each Loan Party dated the Secretary Amendment Effective Date and certifying (1) to the effect that (x) attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment Effective Date, (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent officergoverning body) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board such Loan Party authorizing the execution, delivery and performance of this Agreement and the Ancillary Loan Documents and executed on the consummation of the transactions contemplated hereby and therebyAmendment Effective Date to which such Person is a party, and (b) that such resolutions have not been modified, rescinded or amended and are in full force and effect and (z) the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto furnished pursuant to clause (A) above, and that such certificate or articles are all in full force and effect and (2) as to the resolutions adopted incumbency and specimen signature of each officer executing any Loan Document on the Amendment Effective Date on behalf of such Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this clause (B); (ii) a certificate from the chief financial officer or the treasurer of the Borrower, substantially in connection with the form provided on the Closing Date, certifying that the Borrower and its Subsidiaries, taken as a whole, after giving effect to the transactions contemplated hereby to occur on the Amendment Effective Date, are Solvent; (iii) a certificate signed by a Responsible Officer of the Borrower certifying as to the accuracy and therebycorrectness in all material respects of the representations and warranties set forth in Section 8 of this Amendment; (iv) a certificate customary opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel for the Secretary (or equivalent officer) of Loan Parties, dated the Target Company certifying the names Amendment Effective Date and signatures of the officers of the Target Company authorized addressed to sign this Agreementeach L/C Issuer, the Ancillary Documents Administrative Agent and the other documents to be delivered hereunder and thereunder;Lenders; and (v) a good standing certificate (or its equivalent) from Request for Credit Extension relating to the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementNew Term B Loans. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;