Common use of Closing Deliverables Clause in Contracts

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A (the “▇▇▇▇ of Sale”) and duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase Price; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, Seller Parent shall deliver to Buyer Parent (and/or to such other Buyers as instructed by Buyer Parent prior to the Closing Date) the following: (i) a ▇▇▇▇ of sale the Escrow Agreement duly executed by Seller Parent; (ii) the Local Agreements, and assignment certificates and assumption agreement other instruments called for in such Local Agreements and duly executed by the applicable Sellers; (iii) the facility lease in the form of Exhibit A reasonably agreed upon by the parties (the “▇▇▇▇ of SaleFacility Lease”) and duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by SellerParent; (iv) the Intellectual Property Assignment Agreement(s) transition services agreement in the form of Exhibit D reasonably agreed upon by the parties (the “Transition Services Agreement”) and duly executed by SellerSeller Parent; (v) the Assignment of the Manufacturing Agreement manufacturing agreement in the form of Exhibit E, reasonably agreed upon by the parties (the “Manufacturing Agreement”) and duly executed by Seller, Manufacturer (if necessary), and BuyerSeller Parent; (vi) the Non-Competition and Non-Solicitation Agreement license agreement in the form of Exhibit F, reasonably agreed upon by the parties (the “License Agreement”) and duly executed by the SellerSeller Parent; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the SellerSeller Parent Closing Certificate; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good StandingFIRPTA Certificate; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 certificates of the Internal Revenue Code duly executed Secretary or Assistant Secretary of Seller Parent required by Seller; (xiiSection 7.02(i) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased AssetsSection 7.02(j); and (xivx) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to BuyerBuyer Parent, as may be required to give effect to this Agreement. (b) At the Closing, Buyer Parent shall deliver to Seller Parent (and/or to such other Sellers as instructed by Seller Parent prior to the Closing Date) the following: (i) the cash portion of Preliminary Closing Purchase Price less the Purchase PriceEscrow Amount; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H Escrow Agreement duly executed by Buyer (the “Promissory Note”)Parent or its designee; (iii) the personal guaranty Local Agreements, and certificates and other instruments called for in the form of Exhibit I such Local Agreements duly executed by ▇▇▇▇▇ (the “Personal Guaranty”)applicable Buyers; (iv) a Resignation Letter in the form of Exhibit J Facility Lease duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of DirectorsBuyer Parent or its designee; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Transition Services Agreement in the form of Exhibit A duly executed by BuyerBuyer Parent or its designee; (vi) the Sub-Lease in the form of Exhibit B, Manufacturing Agreement duly executed by BuyerBuyer Parent or its designee; (vii) the TSA in the form of Exhibit C License Agreement duly executed by BuyerBuyer Parent or its designee; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer;Buyer Parent Closing Certificate; and (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate certificates of the Secretary (or equivalent officer) Assistant Secretary of Buyer certifying as to its: (AParent required by Section 7.03(g) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing;Section 7.03(h). (xiiic) Out of State Execution Affidavit; and (xiv) such other customary instruments of transferAt the Closing, assumption, filings or documents, as may be required Buyer Parent shall deliver the Escrow Amount to give effect the Escrow Agent pursuant to this the Escrow Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver (or cause to be delivered) to Buyer the following: (i) a certificate signed by an authorized officer of Seller, dated as of the Closing Date, confirming the matters set forth in Sections 8.02(a), (b) and (d); (ii) a counterpart to the ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A B hereto (the “▇▇▇▇ of Sale”) and ), duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerSeller and/or its applicable Subsidiaries; (iiiii) A sub-lease from Seller a counterpart to Buyer for a portion of the space at Seller’s Tampa office location assignment and assumption agreement in the form of Exhibit B executed by Seller; C hereto (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C Assignment and Assumption Agreement”), duly executed by SellerSeller and/or its applicable Subsidiaries; (iv) a non-foreign person affidavit from Seller and/or its applicable Subsidiaries dated as of the Intellectual Property Assignment Agreement(s) in Closing Date as required by, and satisfying the form requirements of, Section 1445 of Exhibit D and duly executed by Sellerthe Code; (v) counterparts to all assignments or documents of transfer to effect the Assignment assignment of the Manufacturing Agreement in the form of Exhibit Eall patents, copyrights, trademarks and internet domain names, and related registrations and applications, comprising Intellectual Property Assets, duly executed by SellerSeller and/or its applicable Subsidiaries, Manufacturer (if necessary), in the forms attached hereto as Exhibit D or the forms that are prepared by Buyer and required for recordation with Governmental Authorities to effect or evidence the assignment of such Intellectual Property Assets to Buyer; (vi) a counterpart to the Non-Competition and Non-Solicitation Agreement escrow agreement in the form of Exhibit FF hereto (the “Escrow Agreement”), duly executed by Seller and the SellerEscrow Agent; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, a duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion pay-off letter from ▇▇▇▇▇▇▇ Securities Inc. (▇▇, in a form reasonably satisfactory to Buyer, certifying that all indebtedness under the “Fairness Opinion”)Term Loan Agreement with respect to the Joe’s Business owing to the lenders thereunder has been fully paid and that all Encumbrances imposed by or in connection with the Term Loan Agreement upon the Purchased Assets have been released; (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xiviii) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of pay-off letter from CIT, in a form reasonably satisfactory to Buyer, certifying that all books and records related indebtedness under the Revolving Credit Agreement with respect to the Joe’s Business owing to the lenders thereunder has been fully paid and that all Encumbrances imposed by or in connection with the Revolving Credit Agreement upon the Purchased AssetsAssets have been released; and (xivix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to BuyerBuyer and Seller, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver (or cause to be delivered) to Seller or its applicable Subsidiary the following: (i) the an amount in cash portion of equal to the Purchase PricePrice (subject to any withholding rights under Section 2.10), payable by wire transfer of immediately available funds in accordance with Section 2.05; (ii) a certificate signed by an authorized officer of Buyer, dated as of the Promissory Note for Closing Date, confirming the Deferred Purchase Price to Seller matters set forth in the form of Exhibit H executed by Buyer Sections 8.03(a) and (the “Promissory Note”b); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) counterpart to the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (viiv) a counterpart to the Sub-Lease in the form of Exhibit B, Assignment and Assumption Agreement duly executed by Buyer; (viiv) a counterpart to the TSA in the form of Exhibit C Escrow Agreement duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xivvi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, Seller Sellers shall deliver to Buyer the following: (i) a ▇▇▇▇ Subject to Section 10.07(b), one or more bills of sale and assignment and assumption agreement in the form of Exhibit A hereto (the each, a “▇▇▇▇ of Sale”) and duly executed by SellerSellers, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) Subject to Section 10.07(b), one or more assignment and assumption agreements in the form of Exhibit B hereto (each, an “Assignment and Assumption Agreement”) and duly executed by Sellers, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerLiabilities; (iiiii) A sub-lease from Seller Subject to Buyer for Section 10.07(b), a portion of the space at Seller’s Tampa office location copyright assignment in the form of Exhibit B executed by Seller; C hereto (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C Intellectual Property Assignment”) and duly executed by the applicable Seller, transferring all of the applicable Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) the Intellectual Property with respect to each Lease, an Assignment Agreement(sand Assumption of Lease in form and substance satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) in the form of Exhibit D and duly executed by the applicable Seller; (v) with respect to each Lease, the Assignment consent to the assignment of such Lease by the Manufacturing Agreement in the form of Exhibit Eapplicable Seller to Buyer, duly executed by Seller, Manufacturer (if necessary), and Buyerthe applicable landlord or lessor; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit Fwith respect to each Lease, duly an estoppel certificate executed by the Sellereach landlord or lessor in form and substance reasonably acceptable to Buyer; (vii) the Fulfillment Assistance Agreement in the form of Exhibit GBP Novation Agreement, duly executed by the Sellerapplicable Sellers and BP; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directorsMMC Guaranty, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standingexecuted by MMC; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”)Transition Services Agreement, duly executed by the Sellers; (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016the Seller Closing Certificate; (xi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 certificates of the Internal Revenue Code duly executed Secretary or Assistant Secretary of Sellers required by Seller; (xiiSection 7.02(j) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased AssetsSection 7.02(k); and (xivxii) 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. (b) At the Closing, Buyer shall deliver to Seller Sellers the following: (i) the cash portion of the Purchase PriceClosing Payment; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H Assignment and Assumption Agreements, duly executed by Buyer (the “Promissory Note”)or its assignee; (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇with respect to each Lease, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and an Assignment and Assumption Agreement in the form of Exhibit A Lease duly executed by Buyer; (viiv) the Sub-Lease in the form of Exhibit BBP Novation Agreement, duly executed by Buyer; (viiv) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit ETransition Services Agreement, duly executed by Buyerthe Sellers; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xivi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution AffidavitClosing Certificate; and (xivvii) such other customary instruments the certificates of transfer, assumption, filings the Secretary or documents, as may be Assistant Secretary of Buyer required to give effect to this Agreementby Section 7.03(g) and Section 7.03(h).

Closing Deliverables. (a) At the Closing, Seller the following shall be delivered: (a) Buyer shall deliver to Buyer the followingSeller: (i) a ▇▇▇▇ of sale and assignment and assumption agreement letter to the FDA, substantially in the form of Exhibit A attached hereto (the "Buyer FDA Letter"), executed by Buyer, accepting the transfer of the Product NDA to Buyer; (ii) a trademark assignment, substantially in the form of Exhibit B attached hereto (the "Trademark Assignment"), executed by Buyer, effecting the assignment and transfer to Buyer of the Assigned Trademarks; (iii) a domain name assignment, substantially in the form of Exhibit C attached hereto (the "Domain Assignment"), executed by Buyer, effecting the assignment and transfer to Buyer of the Assigned Domain Names; and (iv) the certificate required to be delivered by Buyer under Section 3.2(b) duly executed by an authorized officer of Buyer. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “▇▇▇▇ [***]. (b) Seller shall deliver to Buyer: (i) a letter to the FDA, substantially in the form of Sale”) and duly Exhibit E attached hereto (the "Seller FDA Letter"), executed by Seller, effecting the assignment to Buyer informing FDA of the Purchased Assets and the assumption transfer of the Assumed Liabilities by Product NDA to Buyer; (ii) A sub-lease from Seller to Buyer for a portion copy of the space at Seller’s Tampa office location in the form of Exhibit B Trademark Assignment executed by Seller; (iii) A copy of the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly Domain Name Assignment executed by Seller;; and (iv) the Intellectual Property Assignment Agreement(scertificate required to be delivered by Seller under Section 3.2(c) in the form of Exhibit D and duly executed by an authorized officer of Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase Price; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale in form and assignment and assumption agreement in substance satisfactory to the form of Exhibit A parties (the “▇▇▇▇ of Sale”) and duly executed by Seller, effecting transferring the assignment Sculptura Assets to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller an assignment and assumption agreement in form and substance satisfactory to Buyer for a portion of the space at Seller’s Tampa office location in parties (the form of Exhibit B “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Sculptura Assets and the Assumed Liabilities; (iii) one or more assignments in form and substance satisfactory to the Transition Services Agreement ( parties (the “TSA”)in the form of Exhibit C 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, patents and patent applications, copyright registrations and applications, and domain name registrations included in the Intellectual Property Assets (as defined below) to Buyer; (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 3.02 of the Intellectual Property Assignment Agreement(sDisclosure Schedules, except for (i) the consents to transfer the 510K permits for which Buyer will apply, at its expense, post-Closing, (ii) any consent, approval, waiver or authorization in connection with the termination right set forth in the form of Exhibit D Development Agreement, dated May 18, 2021, between Orimtech LTD. and duly executed by SellerSensus Healthcare, Inc., and (iii) any consent, approval, waiver or authorization in connection with the Master Goods and Services Agreement, effective August 28, 2020, between Stanford Health Care and Sensus Healthcare, Inc.; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller or, at the option of Seller, a Form W-9; (xiivi) Out of State Affidavit of Acceptancea consent agreement with Silicon Valley Bank consenting to the transactions contemplated by this Agreement, in form and substance reasonably satisfactory to the parties; (xiiivii) copies a notice of all books and records related conversion acceptable to the Purchased Assetsparties to this Agreement with respect to certain Intellectual Property Registrations; (viii) a certificate of an officer of Seller certifying as to (A) the resolutions of the board of directors of Seller, 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 Seller authorized to sign this Agreement and the documents to be delivered hereunder; and (xivix) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion Purchase Price by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer on the Purchase PriceClosing Date; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (viiii) to the Sub-Lease in the form of Exhibit Bextent required for a particular jurisdiction, duly executed by BuyerIntellectual Property Assignments; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xiiiv) a certificate of the Secretary (or equivalent officer) an officer of Buyer certifying as to its: (A) Certificate the resolutions of Organization; (B) manager resolutionsthe board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (DB) Certificate the names and signatures of Good Standing;the officers of Buyer authorized to sign this Agreement and the documents to be delivered hereunder. (xiii) Out of State Execution Affidavit; and (xivv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the parties, as may be required deemed necessary by the parties to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A K hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the Tangible Personal Property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit L hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerLiabilities; (iiiii) A sub-lease from Seller with respect to Buyer for ML&P Plant 2/ML&P Plant 2A, a portion of the space at Seller’s Tampa office location special warranty deed in the form of Exhibit B M hereto (with an accompanying agreement to be entered into by Buyer and Seller effective as of the Closing to set forth the terms upon which Seller may access the Plant 2A Mural following the Closing on mutually acceptable terms and conditions), and with respect to each other parcel of Owned Real Property, a quitclaim deed in form of Exhibit N hereto (each, a “Deed”) and duly executed and acknowledged by Seller; (iiiiv) with respect to each Lease, an Assignment and Assumption of Lease in form and substance reasonably satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) and duly executed and acknowledged by Seller; (v) with respect to the Other Real Property Interests (other than any easements appurtenant to any Owned Real Property), one or more assignments in form and substance reasonably satisfactory to Buyer (each, a “Real Property Interest Assignment”) and duly executed and acknowledged by Seller; (vi) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and BRU Transfer Documents duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the SellerSeller Closing Certificate; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good StandingFIRPTA Certificate; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”certificates of the Clerk of Seller required by Section 7.02(j) and Section 7.02(k); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) such other customary instruments of assignment, transfer, assumption, conveyance, filings or documentsdocuments (including transfer of vehicle titles), in form and substance reasonably satisfactory to BuyerBuyer and Seller, as may be required to give effect to this Agreement; and (xi) such other agreements, consents, documents, instruments and writings as are required to be delivered by Seller at or prior to the Closing pursuant to this Agreement or the Ancillary Documents. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of Purchase Price paid in the Purchase Pricemanner set forth in Section 2.07; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (viiii) the Sub-with respect to each Lease, an Assignment and Assumption of Lease in the form of Exhibit B, duly executed by Buyer; (viiiv) the TSA in the form of Exhibit C BRU Transfer Documents duly executed by Buyer; (viiiv) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by BuyerBuyer Closing Certificate; (ixvi) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate certificates of the Secretary (or equivalent officer) Assistant Secretary of Buyer certifying as to its: (Arequired by Section 7.03(g) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution AffidavitSection 7.03(h); and (xivvii) such other customary instruments of transferagreements, assumption, filings or documents, instruments and writings as may be are required to give be delivered by Buyer at or prior to the Closing pursuant to this Agreement of the Ancillary Documents. (c) The parties hereto anticipate that all of the conditions set forth in ARTICLE VII other than the funding described in this Section 3.02(c) shall be satisfied on a date that is mutually agreed by the parties hereto (the “Documentation Closing Date”). On the Documentation Closing Date, the parties hereto shall have delivered all documentation required by ARTICLE VII to be delivered at or prior to the Closing, to be held in escrow until the delivery of the Upfront Payment to Seller on a date that is no sooner than twenty (20) days following the Documentation Closing Date (such date, the “Financial Closing Date”). On the Financial Closing Date, a portion of the Upfront Payment together with any other funds of Seller to the extent necessary shall be deposited into the applicable bond fund under the Trust Agreements and other documents related to the Closing Debt in accordance with the provisions related to the disposition of the system and defeasance/redemption provisions of the Trust Agreements and other documents pursuant to which such Closing Debt was issued in an amount that shall be sufficient to pay and redeem the Closing Debt (“Bond Release Consideration”). The sufficiency of such deposit of monies and the amount of the Bond Release Consideration shall be verified by an independent certified public accountant, acting as an expert and not an arbitrator, that is acceptable to Buyer and Seller. Seller shall cause irrevocable instructions to be given on or prior to the Financial Closing Date to the trustees under and in accordance with the Trust Agreements, and there shall be delivered to Buyer and Seller on or prior to the Closing Date opinions of bond counsel to Seller, in a form satisfactory to Buyer and Seller, to the effect that the pledge of the pledged revenues, and all covenants, agreements and obligations of Seller to the holders of the Closing Debt, and all liens, benefits or security under the Closing Debt, have thereupon ceased, terminated and become void, discharged and satisfied upon deposit of the Bond Release Consideration at the Financial Closing Date as aforesaid and that the actions contemplated by this Agreement will not have an adverse effect on the tax-exempt status of the Closing Debt. Any Bond Release Consideration and interest earned thereon not used to repay or defease Closing Debt shall be paid over to Seller. For the avoidance of doubt, except as set forth in this Section 3.02(c), the Financial Closing Date shall be the Closing Date under this Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a bill of sale in form and substance satisfactory to Buyer (the “Bill of Sale”) and duly executed by ▇▇▇▇ of sale and ▇▇▇, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit A and substance satisfactory to Buyer (the “▇▇▇▇ of SaleAssignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerLiabilities; (iii) the Transition Services Agreement ( an assignment in form and substance satisfactory to Buyer (the “TSA”)in the form of Exhibit C Intellectual Property Assignment”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted directors and in effectthe shareholders of Seller, which authorize the execution, delivery delivery, and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby; hereby and thereby, and (DB) resolutions the names and signatures of the board officers of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of Seller authorized to sign this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assetsother Transaction Documents; and (xivv) such other customary instruments of transfer, transfer or assumption, filings 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. (b) At the Closing, Buyer shall deliver (or cause to Seller be delivered) the following: (i) to Continental Stock Transfer & Trust, a written instruction to make a book entry for the cash portion Closing Share Consideration in the name of the Purchase PriceSeller; (ii) to Seller, the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”)Cash Consideration; (iii) to Seller, the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J Assignment and Assumption Agreement, duly executed by ▇▇▇▇▇; (iv) to Seller, making effectivethe Intellectual Property Assignment, as of the Closing Date, her resignation from Seller’s Board of Directors;duly executed by ▇▇▇▇▇; and (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit Bto Seller, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate the resolutions of Organization; (B) manager resolutions, duly adopted and in effectthe board of directors of Buyer, which authorize the execution, delivery delivery, and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby; (C) incumbency certificate; hereby and thereby, and (DB) Certificate the names and signatures of Good Standing; (xiii) Out the officers of State Execution Affidavit; and (xiv) such Buyer authorized to sign this Agreement and the other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this AgreementTransaction Documents.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ certification of sale and Seller’s good standing issued by the Secretary of State of the State of Delaware as of a date not more than five Business Days prior to the Closing Date; (ii) a bill of sale, assignment and assumption agreement in the form of Exhibit A B (the “▇▇▇▇ Bill of Sale, Assignment and Assumption Agreement”) and ), duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) a copy of each third party or Governmental Authority notice or consent set forth on Schedule 4.05; (iv) the Seller Closing Certificate; (v) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(e) and Section 7.02(f); (vi) customary release and payoff letters, duly executed by or on behalf of the applicable lenders or other holders, in connection with the repayment by Seller of any Indebtedness with respect to the Business at the Closing, accompanied by a confirmation of automatic release of any liens (including UCC-3 termination statements for any financing statements encumbering the Purchased Assets) upon the payment of the amount set forth in such payoff letters, in each case, in form and substance reasonably acceptable to Buyer, each delivered to Buyer at least three (3) Business Days prior to the Closing; (vii) an IRS Form W-9 duly and properly executed by ▇▇▇▇▇▇; (viii) a counterpart to each of the Transition Services Agreement ( and the “TSA”)in the form of Exhibit C and Escrow Agreement, each duly executed by Seller; (ivix) the instruments of assignment in respect of any registered, issued, or applied-for Intellectual Property Assignment Agreement(s) in being transferred as part of the form of Exhibit D and duly Purchased Assets, executed by Seller;Seller in forms reasonably acceptable to Buyer; and (vx) with respect to the Purchased Assets, such other instruments of sale, conveyance, transfer, assignment and assumption between Seller and Buyer (or its designated Affiliate), as necessary under the Law in order to transfer all right, title and interest of Seller in, to and under the Purchased Assets in accordance with the terms hereof and for Buyer to assume the Assumed Liabilities (collectively, the foregoing and the Bill of Sale, Assignment of and Assumption Agreement, the Manufacturing Agreement in the form of Exhibit E“Transfer Documents”), duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) an amount in cash, by wire transfer of immediately available funds to the cash portion of account(s) specified by Seller, equal to the Base Purchase PricePrice minus the Escrow Amount; (ii) a counterpart to each of the Promissory Note for Bill of Sale, Assignment and Assumption Agreement, the Deferred Purchase Price to Seller in Escrow Agreement, and the form of Exhibit H Transition Services Agreement, each duly executed by Buyer (the “Promissory Note”or its applicable Affiliate);; and (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”);Buyer Closing Certificate. (ivc) a Resignation Letter in At the form Closing, Buyer shall also pay the Escrow Amount, by wire transfer of Exhibit J duly executed immediately available funds, to the account designated by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this AgreementEscrow Agent.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Seller; (ii) a ▇b▇▇▇ of sale in form and assignment and assumption agreement in the form of Exhibit A substance satisfactory to Buyer (the “▇B▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible and intangible property included in the Purchased Assets to Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption Assigned Contracts; (iv) one or more assignment(s) in form and substance satisfactory to Buyer (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Assumed Liabilities by Intellectual Property Assets to Buyer; (iiv) A sub-lease from Seller with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer for a portion (each an “Assignment and Assumption of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iiiLease”) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller; (ivvi) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment one or more certificates of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to its: Seller, (A) the Articles certifying that attached thereto are true and complete copies of Incorporation; (B) Bylaws; (C) all resolutions of the Special Committee of adopted by the board of directors, duly adopted members and/or managers of Seller and in effect, which authorize Seller’s Executives authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions Ancillary Documents and the consummation of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transaction contemplated hereby and thereby, and (FB) Certificate certifying the names and signatures of Good Standingthe officers of Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xivvii) such other customary instruments of transfer, assumption, filings or documents, and evidence of the release of all Encumbrances on the Purchased Assets and the Assigned Contracts, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (viii) all passwords, passcodes and log-in information necessary to access any electronic or online accounts or devices of the Business; (ix) all keys and lock alarm combinations applicable to any premises at which the Purchased Assets are located or the Business is conducted; (x) all other books, records, information and other items included in the Purchased Assets and the Assigned Contracts to be conveyed to Buyer as contemplated in this Agreement; (xi) all of the bulk sale documents and items referred to in Sections 3.1(j) and 3.5 above, including (without limitation) written certification from either the Seller’s independent certified public accountant or attorney that such bulk sale requirements have been fulfilled by Seller; (xii) the Executive Employment Agreements duly executed by each Executive; and (xiii) any and all other documents reasonably requested by Buyer or its counsel to consummate Closing as contemplated in this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion Cash Closing Portion of the Purchase PricePrice (if by wire transfer, to an account designated writing by Seller to Buyer); (ii) the Promissory Note for Escrow Agreement duly executed by Buyer, together with proof or acknowledgement of the Deferred funding of the Cash Escrow portion of the Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”)Purchase Price Escrow Agent; (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (viiv) the Sub-with respect to each Lease, an Assignment and Assumption of Lease in the form of Exhibit B, duly executed by Buyer; (viiv) the TSA Executive Employment Agreements duly executed by the Buyer; and (vi) any other documents reasonably requested by Seller or its counsel to consummate Closing as contemplated in this Agreement. (c) At the form Closing, Buyer shall deliver to the Purchase Price Escrow Agent: (i) the Cash Escrow portion of Exhibit C the Purchase Price by wire transfer of immediately available funds to account(s) designated by the Purchase Price Escrow Agent, to be held for the purpose described in Section 1.5(d) above; and (ii) the Escrow Agreement duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this Agreement.

Closing Deliverables. (a) At On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall deliver will deliver, or cause to Buyer the followingbe delivered, to Buyer: (i) a general ▇▇▇▇ of sale and a ▇▇▇▇ of sale specific to titled motor vehicles and equipment, each in the form attached as Exhibit A (the “Bills of Sale”), duly executed by Seller; (ii) an assignment and assumption agreement in the form of attached as Exhibit A B-1 (the “▇▇▇▇ of SaleAssignment and Assumption Agreement”) and ), duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) an assignment and assumption agreement in the Transition Services Agreement ( form attached as Exhibit B-2 (the “TSA”)in the form of Exhibit C WFS/North ▇▇▇▇▇ Assignment and Assumption Agreement”), duly executed by SellerWFS and North ▇▇▇▇▇; (iv) deeds for the Intellectual Owned Real Property Assignment Agreement(s) in the form of forms attached hereto as Exhibit D C (the “Deeds”) and any related required Transfer Tax forms, duly executed by Seller; (v) the Assignment of the Manufacturing Agreement a transition services agreement in the form of attached as Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. D (the “Fairness OpinionTransition Services Agreement”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (vi) a patent and know-how license agreement in the form attached as Exhibit E (the “Patent and Know-How License Agreement”), duly executed by Seller; (vii) duly executed affidavits of non-foreign status that reasonably comply with Section 1445 of the Code and the Treasury Regulations thereunder (the “FIRPTA Certificates”); (viii) an assignment and assumption agreement in the form attached hereto as Exhibit F with respect to the Thorsby Property Leases (the “Thorsby Assignment and Assumption Agreement”), duly executed by Seller; (ix) a patent assignment agreement in the form attached hereto as Exhibit G (the “Patent Assignment Agreement”), duly executed by Seller; (x) a trademark assignment agreement in the form attached hereto as Exhibit H (the “Trademark Assignment Agreement”), duly executed by Seller; (xi) a domain name assignment agreement in the form attached hereto as Exhibit I (the “Wood Products Domain Name Assignment Agreement”), duly executed by Wood Products; (xii) Out of State Affidavit of Acceptancea domain name assignment agreement in the form attached hereto as Exhibit J (the “Seller Parent Domain Name Assignment Agreement”), duly executed by Seller Parent; (xiii) copies of all books and records related a license agreement with respect to certain Seller Marks in the Purchased Assets; andform attached as Exhibit K (the “Seller ▇▇▇▇ License Agreement”), duly executed by Seller; (xiv) such evidence of release of all Liens (other customary instruments of transfer, assumption, filings or documents, than Permitted Liens) and other Credit Support Obligations on the Purchased Assets in form and substance reasonably satisfactory to Buyer; (xv) a survey affidavit in the form attached as Exhibit L (the “Survey Affidavit”), as may be required duly executed by Seller; with respect to give the Survey set forth in clause (b) of the defined term “Surveys”; and (xvi) a certificate dated the Closing Date and duly executed by an authorized officer of Seller to the effect to this Agreementthat each of the conditions set forth in Sections 6.2(a) and 6.2(b) is satisfied in all respects. (b) At On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall will deliver to Seller the followingSeller: (i) the cash portion of the Initial Purchase Price; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form Bills of Exhibit H Sale, duly executed by Buyer (the “Promissory Note”)Buyer; (iii) the personal guaranty in the form of Exhibit I Assignment and Assumption Agreement, duly executed by Buyer; (iv) the WFS/North ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J Assignment and Assumption Agreement, duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of DirectorsBuyer; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A Deeds, duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit BTransition Services Agreement, duly executed by Buyer; (vii) the TSA in the form of Exhibit C Patent and Know-How License Agreement, duly executed by Buyer; (viii) the Intellectual Property Thorsby Assignment Agreement in the form of Exhibit D and Assumption Agreement, duly executed by Buyer; (ix) the Trademark Assignment of the Manufacturing Agreement in the form of Exhibit EAgreement, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit FWood Products Domain Name Assignment Agreement, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit GSeller Parent Domain Name Assignment Agreement, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutionsSeller ▇▇▇▇ License Agreement, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standingexecuted by Buyer; (xiii) Out of State Execution Affidavitcompleted resale certificates for each state in which the Purchased Assets are located; and (xiv) such other customary instruments a certificate dated the Closing Date and duly executed by an authorized officer of transfer, assumption, filings or documents, as may be required Buyer to give the effect to this Agreementthat each of the conditions set forth in Sections 6.3(a) and 6.3(b) is satisfied in all respects.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) an employment agreement in form and substance satisfactory to Buyer (the "Employment Agreement"), pursuant to which Shareholder shall, among other things, agree to a ▇three (3) year term of employment with Buyer, duly executed by Shareholder; (ii) a b▇▇▇ of sale in form and substance satisfactory to Buyer (the "B▇▇▇ of Sale") and duly executed by Seller, transferring the Purchased Assets to Buyer; (iii) an assignment and assumption agreement in the form of Exhibit A and substance satisfactory to Buyer (the “▇▇▇▇ of Sale”"Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerAssets; (iiiv) A sub-lease from Seller assignments in form and substance satisfactory to Buyer for a portion of (the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii"Intellectual Property Assignments") the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller; (iv) , transferring all of Seller's right, title and interest in and to the Intellectual Property Assignment Agreement(s) trademark registrations and applications, patents and patent applications, copyright registrations and applications and domain name registrations included in the form of Exhibit D and duly executed by SellerPurchased IP (as defined herein) to Buyer; (v) the Assignment copies of all consents, approvals, waivers and authorizations referred to in Section 3.02 of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and BuyerDisclosure Schedules; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xiivii) Out [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 State Affidavit the payment in full or other satisfaction of Acceptanceany taxes owed by Seller in those jurisdictions;]1 (viii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, 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 Seller authorized to sign this Agreement and the documents to be delivered hereunder; (xiii) copies of all books and records related to the Purchased Assets; and (xivix) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase Price; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit BEmployment Agreement, duly executed by Buyer; (viiiii) the TSA in the form of Exhibit C Assignment and Assumption Agreement duly executed by Buyer; (viiiiv) copies of all consents and authorizations referred to in Section 4.02 of the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer;Disclosure Schedules; and (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xiiv) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate the resolutions of Organization; (B) manager resolutionsthe board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; , and (DB) Certificate the names and signatures of Good Standing; (xiii) Out the officers of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may Buyer authorized to sign this Agreement and the documents to be required to give effect to this Agreementdelivered hereunder.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and an assignment and assumption agreement in the form of Exhibit A and substance satisfactory to Buyer (the “▇▇▇▇ of SaleAssignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and Assets, in substantially the assumption of the Assumed Liabilities by Buyerform attached hereto as Exhibit A; (ii) A sub-lease from Seller copies of all consents, approvals, waivers and authorizations referred to Buyer for a portion in Section of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerDisclosure Schedules; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee Members of the board of directorsSeller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (DB) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; (iv) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of [*****] certifying as to (A) the resolutions of the board Board of directors (with the exception Directors of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇)[*****] , duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement, the transactions contemplated hereby and the Intellectual Property Assignment And Transfer Agreement between [*****] and Seller, dated March ___, 2025, (the “[*****] IP Transfer Agreement”) a copy of which is attached hereto as Exhibit B; (B) the names and signatures of the officers of [*****] authorized to sign this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) a certificate pursuant documents to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assetsbe delivered hereunder; and (xivv) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion Closing Payment, by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer no later than five (5) days prior to the Purchase PriceClosing Date; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H Assignment and Assumption Agreement duly executed by Buyer (the “Promissory Note”)B▇▇▇▇; (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate the resolutions of Organization; (B) manager resolutionsthe board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (DB) Certificate the names and signatures of Good Standingthe officers of Buyer authorized to sign this Agreement and the documents to be delivered hereunder; (xiiiiv) Out a Purchase Order from buyer to [*****] for the same number and for the same price as the Purchase Order from Telus described in Section 1.05(a)(i)1 of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of set forth in Exhibit A C (the “▇▇▇▇ of Sale”) and ), duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location an assignment and assumption agreement in the form of set forth in Exhibit B D (the “Assignment and Assumption Agreement”), duly executed by Seller; (iii) an intellectual property assignment agreement in the Transition Services Agreement ( form set forth in Exhibit E (the “TSA”)in the form of Exhibit C and Intellectual Property Assignment Agreement”), duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) a patent assignment agreement in the form of set forth in Exhibit D and F (the “Patent Assignment Agreement”), duly executed by Seller; (v) the Assignment of the Manufacturing Agreement a trademark assignment agreement in the form of set forth in Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. G (the “Fairness OpinionTrademark Assignment Agreement”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (vi) with respect to the Employment Agreements, written confirmation by Seller that, to the Knowledge of Seller, none of the individuals who is a party to an Employment Agreements has stated orally or in writing that such individual does not intend to perform his or her respective duties and responsibilities under the Employment Agreements; (vii) evidence that all of the Closing Consents, or waivers in lieu thereof, have been obtained and such Closing Consents (or waivers in lieu thereof) shall (A) not be subject to the satisfaction of any condition that has not been satisfied or waived, (B) be in form and substance reasonably satisfactory to Buyer and (C) be in full force and effect; (viii) with respect to each Lease, an Assignment and Assumption of Lease substantially in the form of Exhibit H (each, an “Assignment and Assumption of Lease”), duly executed by Seller and, if necessary, Seller’s signature shall be witnessed and/or notarized; (ix) the Seller Closing Certificate; (x) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(g). (xi) the FIRPTA Certificate; (xii) Out evidence, in each case in form satisfactory to Buyer in its sole discretion, of State Affidavit termination in full of Acceptancethe 229 Andover Lien and all other Encumbrances relating to the Purchased Assets; (xiii) copies of all books and records related executed amendments to the Purchased Assets; andCharter Documents of Seller (in form and substance reasonably satisfactory to Buyer), which shall be filed by Seller in the relevant jurisdictions promptly following the Closing to effectuate the change of Seller’s name as set forth in Section 6.11; (xiv) 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 (xv) the Lease Amendment, duly executed by Seller and Landlord. (b) At the Closing, Buyer shall deliver to Seller the following: (i) an amount equal to the cash portion of difference between (A) the Purchase PricePrice minus (B) the aggregate Agreed Obligations, by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H Assignment and Assumption Agreement, duly executed by Buyer (the “Promissory Note”)Buyer; (iii) the personal guaranty in the form of Exhibit I Intellectual Property Assignment Agreement, duly executed by ▇▇▇▇▇ (the “Personal Guaranty”)Buyer; (iv) a Resignation Letter in the form of Exhibit J Patent Assignment Agreement, duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of DirectorsBuyer; (v) the ▇▇▇▇ of Sale and Trademark Assignment and Assumption Agreement in the form of Exhibit A Agreement, duly executed by Buyer; (vi) the Sub-with respect to each Lease, an Assignment and Assumption of Lease in the form of Exhibit B, duly executed by Buyer and, if necessary, Buyer’s signature shall be witnessed and/or notarized; (vii) the TSA in the form of Exhibit C duly executed by Buyer;Buyer Closing Certificate; and (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate certificates of the Secretary (or equivalent officer) Assistant Secretary of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing;required by Section 7.03(e). (xiiic) Out At the Closing, Buyer shall deliver to the Landlord an amount equal to the aggregate Agreed Obligations, by wire transfer of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required immediately available funds to give effect an account designated by the Landlord to this AgreementBuyer.

Closing Deliverables. (a) At the Closing, Seller Sellers shall deliver or caused to be delivered to Buyer the following: (i) a ▇▇▇▇ bills of sale in form and assignment and assumption agreement in the form of Exhibit A substance reasonably satisfactory to Buyer (the each, a “▇▇▇▇ of Sale”) and duly executed by each Seller, transferring the applicable Tangible Personal Property included in the Purchased Assets to Buyer; (ii) assignment and assumption agreements in form and substance reasonably satisfactory to Buyer (each, an “Assignment and Assumption Agreement”) and duly executed by each Seller, effecting the assignment to and assumption by Buyer of the applicable Purchased Assets and the assumption of the applicable Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerLiabilities; (iii) the Transition Services Agreement ( the assignments in form and substance reasonably satisfactory to Buyer (each, an “TSA”)in the form of Exhibit C Intellectual Property Assignment”) and duly executed by each Seller, transferring the applicable Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by SellerNon-Compete Agreements; (v) the with respect to each Lease being assumed, an Assignment and Assumption of the Manufacturing Agreement Lease in the form and substance reasonably satisfactory to Buyer (each, an “Assignment and Assumption of Exhibit E, Lease”) and duly executed by the appropriate Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Sellereach Seller Closing Certificate; (vii) the Fulfillment Assistance Agreement in certificates of the form Secretary or Assistant Secretary of Exhibit G, duly executed Sellers required by the SellerSection 7.02(i) and Section 7.02(j); (viii) a certificate of joinder to the Secretary (or equivalent officer) of Seller certifying as to its: (Stockholders’ Agreement duly executed by UGC in substantially the form set forth in Exhibit A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”)Stock Repurchase Agreement duly executed by UGC in substantially the form set forth in Exhibit B; (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016the FIRPTA Certificates; (xi) 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 Internal Revenue Code Contract Dispute Escrow Agreement duly executed by SellerSellers; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased AssetsUncommon License duly executed by Sellers; and (xivxiii) 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. (b) At the Closing, Buyer shall deliver to Seller UGC the following: (i) the cash portion Cash Consideration, less the Contract Dispute Escrow Amount, by wire transfer of immediately available funds to an account designated in writing by UGC to Buyer and the Purchase PriceStock Consideration; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A Agreements duly executed by Buyer; (viiii) the Sub-Lease in the form of Exhibit B, Intellectual Property Assignment duly executed by Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (v) the Buyer Closing Certificate; (vi) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(f) and Section 7.03(g); (vii) the TSA in the form of Exhibit C Contract Dispute Escrow Agreement duly executed by Buyer; (viii) the Intellectual Property Assignment Stock Repurchase Agreement in the form of Exhibit D duly executed by Buyer;; and (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, Uncommon License duly executed by Buyer;. (xc) a Non-Competition At the Closing, Buyer shall deliver to Contract Dispute Escrow Agent the Contract Dispute Escrow Amount (such amount, including any interest or other amounts earned thereon and Non-Solicitation Agreement less any disbursements therefrom in accordance with the form Escrow Agreement, the “Contract Dispute Escrow Fund”) by wire transfer of Exhibit F, duly executed immediately available funds to accounts designated by Buyer; (xi) the Fulfillment Assistance Agreement in Contract Dispute Escrow Agent to be held for the form purpose of Exhibit G, duly executed by Buyer; (xii) a certificate of resolving the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize potential disputes under the execution, delivery and performance of this Apex Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this InvestCloud Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) the MSDLA, duly executed by Seller and Seller’s applicable Affiliates party thereto, if any; (ii) the Initial Trademark License Agreements, duly executed by Seller (or Seller’s applicable Affiliates); (iii) the Initial Supply and Distribution Agreements, duly executed by Seller (or Seller’s applicable Affiliates); (iv) a ▇▇▇▇ of sale and in the form of Exhibit B hereto (the ▇▇▇▇ of Sale), duly executed by Seller (or Seller’s applicable Affiliates), transferring the Tangible Personal Property to Buyer (or Buyer’s applicable Affiliates); (v) an assignment and assumption agreement in the form of Exhibit A C hereto (the “▇▇▇▇ of Sale”) Assignment and Assumption Agreement), duly executed by Seller (or Seller’s applicable Affiliates), effecting the assignment to and assumption by Buyer (or Buyer’s applicable Affiliates) of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerLiabilities; (iivi) A sub-lease from Seller with respect to Buyer for a portion each Lease, an Assignment and Assumption of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) Lease substantially in the form of Exhibit D (each, an Assignment and duly executed by Seller; (v) the Assignment Assumption of the Manufacturing Agreement in the form of Exhibit ELease), duly executed by Seller (or Seller, Manufacturer (if necessary’s applicable Affiliate), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit GTransition Services Agreement, duly executed by the Seller (or Seller’s applicable Affiliate); (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good StandingClosing Certificate; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. if applicable, the Foreign Implementing Agreements, duly executed by Seller (the “Fairness Opinion”or Seller’s applicable Affiliates);; and (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) a certificate pursuant to of non-foreign status duly executed by Seller substantially in the form of the sample certification set forth in Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) 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 Agreement2(b)(2)(iv)(B). (b) At the Closing, Buyer shall deliver to Seller the following: (i) pursuant to Section 2.05(b) and Section 2.09, the cash portion of the Estimated Purchase Price; (ii) pursuant to Section 2.01 of the Promissory Note for MSDLA, the Deferred Purchase Price Effective Date Payment (as defined therein) by wire transfer of immediately available funds to the account(s) designated by Seller in to Buyer no later than five Business Days prior to the form of Exhibit H executed by Buyer (the “Promissory Note”)Closing Date; (iii) the personal guaranty in the form of Exhibit I MSDLA, duly executed by ▇▇▇▇▇ (the “Personal Guaranty”)Buyer and Buyer’s applicable Affiliates party thereto, if any; (iv) a Resignation Letter in the form of Exhibit J Initial Trademark License Agreements, duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from SellerBuyer (or Buyer’s Board of Directorsapplicable Affiliates); (v) the Initial Supply and Distribution Agreements, duly executed by Buyer (or Buyer’s applicable Affiliates); (vi) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit BSale, duly executed by Buyer (or Buyer’s applicable Affiliates); (vii) the TSA in the form of Exhibit C Assignment and Assumption Agreement, duly executed by Buyer (or Buyer’s applicable Affiliates); (viii) the Intellectual Property with respect to each Lease, an Assignment Agreement in the form and Assumption of Exhibit D Lease, duly executed by Buyer (or Buyer’s applicable Affiliate); (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit ETransition Services Agreement, duly executed by BuyerBuyer (or its applicable Affiliates); (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit FBuyer Closing Certificate; and (xi) if applicable, the Foreign Implementing Agreements, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary Buyer (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this AgreementBuyer’s applicable Affiliates).

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller, effecting the assignment transferring to Buyer of the Purchased Assets and tangible personal property included in the assumption of the Assumed Liabilities by BuyerProduct Rights; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Assigned Contracts; (iii) the Transition Services Agreement ( the “TSA”)in a technology assignment agreement in the form of Exhibit C hereto (the “Technology Assignment Agreement”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the HPN-100 Technology to Buyer; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles that attached thereto are true and complete copies of Incorporation; (B) Bylaws; (C) all resolutions of the Special Committee of adopted by the board of directors, duly adopted and in effect, which authorize directors of Seller authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions other Transaction Documents and the consummation of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; hereby and (F) Certificate of Good Standingthereby, 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; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xiv) 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 Internal Revenue Code duly executed by Seller; Secretary or an Assistant Secretary (xiior equivalent officer) Out of State Affidavit Seller certifying the names and signatures of Acceptance; (xiii) copies the officers of all books Seller authorized to sign this Agreement, the Transaction Documents and records related the other documents to the Purchased Assetsbe delivered hereunder and thereunder; and (xivvi) such other customary instruments a copy of transferSeller’s FDA Transfer of Ownership Letter, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreementexecuted by Seller. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase Price; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xiiii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate that attached thereto are true and complete copies of Organization; (B) manager resolutions, duly all resolutions adopted and in effect, which authorize by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby; (C) incumbency certificate; hereby and (D) Certificate of Good Standingthereby, 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; (xiiiiii) Out a certificate of State Execution Affidavitthe Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; and (xiviv) such other customary instruments a copy of transferBuyer’s FDA Transfer of Ownership Letter, assumption, filings or documents, as may be required to give effect to this Agreementexecuted by Buyer.

Closing Deliverables. (a) At the Closing, Seller the Sellers shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by TESI, as representative of the Sellers; (ii) a ▇▇▇▇ of sale and sale, assignment and assumption agreement substantially in the form of Exhibit A D attached hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellerthe Sellers, effecting transferring the assignment to Buyer of tangible and intangible personal property included in the Purchased Assets and the assumption of the Assumed Liabilities by to Buyer; (iiiii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location assignments substantially in the form of Exhibit B executed by Seller; E attached hereto (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C Intellectual Property Assignments”) and duly executed by Sellerthe applicable Sellers, transferring all of the Sellers’ right, title and interest in and to registered trademarks and domain names to Buyer; (iv) the Intellectual Property with respect to each Lease, an Assignment Agreement(s) and Assumption of Lease in the form to be mutually agreed upon by Buyer and Sellers (each, an “Assignment and Assumption of Exhibit D Lease”) and duly executed by Sellerthe applicable Sellers; (v) an Employment Agreement between RLH and ▇▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇”), to be effective immediately following the Assignment of the Manufacturing Agreement Closing, in the a form of Exhibit Emutually agreed upon by Buyer and ▇▇▇▇▇, duly executed by Seller, Manufacturer ▇▇▇▇▇ (if necessarythe “▇▇▇▇▇ Employment Agreement”), and Buyer; (vi) the Non-Competition an Employment Agreement between RLH and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (“▇▇▇▇▇”), to be effective immediately following the Closing, in a form mutually agreed upon by Buyer and ▇▇▇▇▇, duly adopted executed by ▇▇▇▇▇ (the “▇▇▇▇▇ Employment Agreement” and together with the ▇▇▇▇▇ Employment Agreement, the “Employment Agreements”); (vii) a Voting Agreement among as applicable, TESI, Bloss, ▇▇▇▇▇ and other Seller Shareholders, and RLH, to be effective immediately following the Closing, substantially in effectthe form of Exhibit F attached hereto (the “Voting Agreement”) and duly executed by, which authorize as applicable, TESI, Bloss, ▇▇▇▇▇ and other Seller Shareholders; (viii) a Lock-Up Agreement among as applicable, TESI, Bloss, ▇▇▇▇▇ and other Seller Shareholders, and RLH, to be effective immediately following the executionClosing, delivery substantially in the form of Exhibit G attached hereto (the “Lock-Up Agreement”) and performance of this Agreement duly executed by, as applicable, TESI, Bloss, ▇▇▇▇▇ and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standingother Seller Shareholders; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. Transition Services Agreement among certain Sellers or Affiliates thereof and RLH to be effective immediately following the Closing, in a form mutually agreed upon by Buyer and Sellers (the “Fairness OpinionTransition Services Agreement”)) and duly executed by such Sellers and Affiliates; (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016the Sellers’ Closing Certificate; (xi) 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 Internal Revenue Code duly executed by SellerFIRPTA Certificates; (xii) Out the certificate of State Affidavit the Secretary or Assistant Secretary of Acceptanceeach Seller required by Section 7.2(i); (xiii) copies of all books and records related to the Purchased Assets; andlist required by Section 2.8(c); (xiv) 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 (xv) All records related to Seller Benefit Plans that Buyer deems necessary to fulfill Buyer obligations under Sections 6.5(a) and 6.5(d). (b) At the Closing, Buyer shall deliver to Seller the Sellers the following: (i) the cash portion of Closing Cash Consideration less the Purchase PriceEscrow Amount and the Estimated Transaction Expenses; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H Escrow Agreement duly executed by Buyer (the “Promissory Note”)Buyer; (iii) stock certificates evidencing the personal guaranty Closing Shares, duly endorsed in the form blank or accompanied by stock powers or other instruments of Exhibit I transfer duly executed by ▇▇▇▇▇ (the “Personal Guaranty”)in blank; (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and duly executed by Buyer; (v) with respect to each Lease, an Assignment and Assumption Agreement in the form of Exhibit A Lease duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B▇▇▇▇▇ Employment Agreement, duly executed by BuyerRLH; (vii) the TSA in the form of Exhibit C ▇▇▇▇▇ Employment Agreement, duly executed by BuyerRLH; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D Voting Agreement, duly executed by BuyerRLH; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit Eeach Lock-Up Agreement, duly executed by BuyerRLH; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit FTransition Services Agreement, duly executed by Buyer;RLH (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer;Buyer Closing Certificate; and (xii) a the certificate of the Secretary (or equivalent officer) Assistant Secretary of Buyer certifying as required by Section 7.3(f). (c) At the Closing, Buyer shall deliver the Escrow Amount to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Escrow Agent pursuant to the Escrow Agreement and the transactions contemplated hereby; (C) incumbency certificate; Estimated Transaction Expenses to the Persons and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this Agreementin the amounts set forth on the Spreadsheet.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale in form and assignment and assumption agreement in substance satisfactory to Buyer, duly executed by Seller, transferring the form of Exhibit A Purchased Assets (other than the CETS Assets) to CEL (the “CEL ▇▇▇▇ of Sale”); (ii) a ▇▇▇▇ of sale in form and substance satisfactory to Buyer, duly executed by Seller, transferring the CETS Purchased Assets to CETS (the “CETS ▇▇▇▇ of Sale”); (iii) an assignment for each of the Purchased Assets which are intangible assets (“Intangible Asset Assignment”); (iv) executed consents for any Assigned Contracts for which a consent is required by the terms of such Assigned Contract, including without limitation those set forth on Section 3.02 of the Disclosure schedule (the “Contract Consents”); (v) an assignment and assumption agreement in form and substance satisfactory to Buyer, duly executed by the Seller, effecting the assignment to Buyer and assumption by CEL of the Purchased Assets Assigned Contracts (other than the CETS Contracts), the Assigned Permits (other than the CETS Permits), to the extent such permits are assignable, and the assumption of the CEL Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C CEL Assignment and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessaryAssumption Agreement”), and Buyer; (vi) the Non-Competition an assignment and Non-Solicitation Agreement assumption agreement in the form of Exhibit Fand substance satisfactory to Buyer, duly executed by the Seller, effecting the assignment to and assumption by CETS of the CETS Contracts, CETS Permits to the extent such permits are assignable, and the CETS Assumed Liabilities (the “CETS Assignment and Assumption Agreement”); (vii) Seller’s affidavit that it owes no taxes in any jurisdiction in which it is obligated to file tax returns or reports or pay taxes, and that there is no obligation of Seller that could serve to cause an Encumbrance or an attachment to the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller;Purchased Assets. (viii) a certificate of the Secretary (or equivalent officer) of each Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directorsdirectors of such entity, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; , and (DB) resolutions the names and signatures of the board officers of directors such entity authorized to sign this Agreement and the documents to be delivered hereunder; (with the exception ix) a non-competition and non-solicitation agreement in form and substance satisfactory to Buyer, executed by each of ▇▇▇▇▇▇ ▇. Sample, ▇▇▇▇▇▇ ▇. Sample, ▇▇▇▇▇▇▇ ▇. Sample, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in favor of Buyer (collectively, the “Non-Competition Agreements”), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ixx) a fairness opinion from an employment agreement in form and substance satisfactory to Buyer, executed by each of ▇▇▇▇▇▇▇ Securities Inc. ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Fairness Opinion”"Employment Agreements"); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) a certificate pursuant Payoff letters for any secured creditors and/or other reasonable documentation detailing indebtedness of Seller for purposes of identifying the obligations of Seller to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 be extinguished from proceeds of the Internal Revenue Code duly executed by Sellersale as set forth in Section 1.04; (xii) Out all certificates of State Affidavit title relating to any of Acceptancethe Purchased Assets, duly endorsed for transfer as necessary to vest title in the appropriate Buyer; (xiii) copies of all books Required Consents, in form and records related substance satisfactory to the Purchased Assets; andBuyer; (xiv) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase PriceThe payments referenced in Section 1.04(b); (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H CEL Assignment and Assumption Agreement and CETS Assignment and Assumption Agreement duly executed by Buyer (the “Promissory Note”)Buyer; (iii) the personal guaranty in the form of Exhibit I Employment Agreements duly executed by ▇▇▇▇▇ (the “Personal Guaranty”)Buyer; (iv) a Resignation Letter in the form of Exhibit J Non-Competition Agreements duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of DirectorsBuyer; (v) the ▇▇▇▇ Assignments and Assumptions of Sale and Assignment and Assumption Agreement in the form of Exhibit A Leases duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of each Buyer certifying as to its: (A) Certificate the resolutions of Organization; (B) manager resolutionsthe managers of such entity, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; , and (DB) Certificate the names and signatures of Good Standing; (xiii) Out the managers or officers of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may Buyer authorized to sign this Agreement and the documents to be required to give effect to this Agreementdelivered hereunder.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a ▇▇▇▇ of sale in form and assignment and assumption agreement in substance satisfactory to the form of Exhibit A Buyer (the “▇▇▇▇ of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by SellerLiabilities; (iv) an assignment in form and substance satisfactory to the Intellectual Property Assignment Agreement(s) in the form of Exhibit D Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), Lease”) and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Fulfillment Assistance Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement in and the form other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of Exhibit G, this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (viiiix) a certificate the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (or equivalent officer) of Seller certifying as to its: (Axiii) the Articles of Incorporation2014 Audited Financial Statements; (B) Bylaws; (C) resolutions provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the Special Committee 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of Seller to enter into this Agreement and the transactions contemplated hereby; (D) resolutions of by this Agreement, the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this LLC Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. other Transaction Documents (the “Fairness OpinionRequired Consents”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) a certificate pursuant including but not limited to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 requisite consents of the Internal Revenue Code duly executed by Seller; ’s equity holders and debt holders (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books the “Seller Equity and records related to the Purchased AssetsDebt Holder Consents”); and (xivxv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the cash portion of the Purchase PricePrice in accordance with Section 2.05; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H Escrow Agreement duly executed by Buyer (the “Promissory Note”)Buyer; (iii) the personal guaranty in the form of Exhibit I Assignment and Assumption Agreement duly executed by ▇▇▇▇▇ (the “Personal Guaranty”)Buyer; (iv) a Resignation Letter in the form Assignment of Exhibit J Indebtedness duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of DirectorsBuyer; (v) the ▇▇▇▇ of Sale and with respect to each Lease, an Assignment and Assumption Agreement in the form of Exhibit A Lease duly executed by the Buyer; (vi) the Sub-Lease in the form of Exhibit B, Loan Agreement duly executed by VOXX and the Buyer; (vii) the TSA in the form of Exhibit C Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the Intellectual Property Assignment LLC Agreement in the form of Exhibit D duly executed by VOXX and the Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer;Buyer Closing Certificate; and (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate certificates of the Secretary (or equivalent officer) Assistant Secretary of the Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and required in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing;accordance with Section 7.03(h). (xiiic) Out of State Execution Affidavit; and (xiv) such other customary instruments of transferAt the Closing, assumption, filings or documents, as may be required the Buyer shall deliver the Escrow Amount to give effect the Escrow Agent pursuant to this the Escrow Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Seller; (ii) a ▇b▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A B hereto (the “▇B▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (iii) an assignment and assumption agreement in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerLiabilities; (iiiv) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location an assignment in the form of Exhibit B D hereto (the “Trademark Assignment”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Assigned Trademarks to Buyer; (iiiv) the Transition Services Co-Pack Agreement ( the “TSA”)in in the form of Exhibit C E hereto (the “Co-Pack Agreement”) and duly executed by Seller; (ivvi) the Intellectual Property Assignment Agreement(s) a consulting agreement in the form of Exhibit D F (the “Consulting Agreements”) and duly executed by Seller; (v) the Assignment each of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇R▇▇▇▇ ▇. ▇▇▇▇▇)▇, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from M▇▇▇ ▇. ▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”)and T▇▇▇▇ ▇. Schulis; (xvii) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016the Seller Closing Certificate; (xiviii) a certificate pursuant evidence reasonably satisfactory to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 Buyer of the Internal Revenue Code duly executed by Seller; (xii) Out ’s receipt of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased AssetsRequisite Shareholder Vote; and (xivix) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion Purchase Price less the Escrow Amount by wire transfer of the Purchase Priceimmediately available funds to an account designated in writing by Seller to Buyer; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H Escrow Agreement duly executed by Buyer (the “Promissory Note”)Buyer; (iii) the personal guaranty in the form of Exhibit I Assignment and Assumption Agreement duly executed by ▇▇▇▇▇ (the “Personal Guaranty”)Buyer; (iv) a Resignation Letter in the form of Exhibit J Co-Pack Agreement duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of DirectorsBuyer; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A Consulting Agreements duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by BuyerBuyer Closing Certificate; (vii) a resale certificate valid for Florida sales Tax purposes for the TSA in the form of Exhibit C duly executed by Buyer;Inventory; and (viii) the Intellectual Property Trademark Assignment Agreement in the form of Exhibit D duly executed by Buyer;. (ixc) At the Closing, Buyer shall deliver to the Escrow Agent: (i) the Assignment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution AffidavitEscrow Agent; and (xivii) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this the Escrow Agreement.

Closing Deliverables. (a) At Subject to fulfillment or waiver of the conditions set forth in Article VIII, at the Closing, the Seller shall Parties will deliver to Buyer the following: (i) (A) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A Sale (the “▇▇▇▇ of Sale”) executed by each Seller, transferring the Tangible Personal Property included in the Assets to Buyer (or controlled Affiliates designated by Buyer), and (B) an Assignment and Assumption Agreement (“Assignment and Assumption Agreement”) duly executed by each Seller, effecting the assignment and assumption to Buyer (or controlled Affiliates designated by Buyer) of the Purchased intangible property rights included in the Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location Liabilities, each substantially in the form of Exhibit B attached hereto; (ii) an Intellectual Property Assignment, substantially in the form of Exhibit C attached hereto, duly executed by each Seller, transferring all of such Seller’s right, title and interest in and to the Purchased Intellectual Property to Buyer (or controlled Affiliates designated by Buyer); (iii) the Transition Services Agreement ( the “TSA”)in with respect to each parcel of Owned Real Property, a special warranty deed substantially in the form of Exhibit C and D-1, duly executed and notarized by the applicable Seller; (iv) an Assignment and Assumption of Lease, with respect to each of the Intellectual Property Assignment Agreement(s) Leases that are Assigned Contracts, substantially in the form of Exhibit D and D-2 (collectively, the “Lease Assignments”), duly executed by the applicable Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit FEscrow Agreement, duly executed by the SellerSellers’ Representative; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viiivi) a certificate of the Secretary (or equivalent officer) another officer of Seller certifying each Seller, dated as to its: of the Closing Date, (A) certifying as complete and accurate as of the Articles Closing Date attached copies of Incorporationthe Organizational Documents of such Seller (including a copy of such Seller’s Organizational Documents and all amendments thereto); (B) Bylaws; (C) certifying and attaching all requisite resolutions or actions of the Special Committee of the board of directors, duly adopted and in effect, which authorize such Seller’s Governing Authority approving the execution, delivery and performance of this Agreement and the transactions contemplated herebyother Acquisition Documents and the Subject Transactions; and (DC) resolutions certifying as to the incumbency and signatures of the board officers of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of such Seller executing this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standingother Acquisition Documents; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xivii) a certificate pursuant to Treasury Regulations Section 1.14451.445-2(b) ), duly executed by each Seller transferring Real Property, certifying that such Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code Code; (viii) all certificates required by Article VII; (ix) the Payoff and Release Letters, as contemplated by Section 5.05; (x) the Required Consent, as contemplated by Section 7.01(f); (xi) a Consulting Agreement, substantially in the form of Exhibit E attached hereto, duly executed by SellerMagnum Management Corporation and Waterpark Management, LLC, a Texas limited liability company formed as a result of the conversion of Waterpark Management, Inc., a Texas corporation (the “Consulting Agreement”); (xii) Out the Shared Services Agreement with respect to the Schlitterbahn South Padre Island Waterpark, substantially in the form of State Affidavit of AcceptanceExhibit F-1 attached hereto (the “South Padre Shared Services Agreement”); duly executed by Buyer, Enterprize Management, Inc., and Schlitterbahn Beach Resort Management, LLC; (xiii) copies of all books and records related the Shared Services Agreement with respect to the Purchased Assets; andSchlitterbahn Corpus Christi Waterpark, substantially in the form of Exhibit F-2 attached hereto (and with such changes as may be agreed to by Diamond Beach Holdings, LLC and Buyer between the date of this Agreement and Closing) (the “Corpus Christi Shared Services Agreement”), duly executed by Buyer and Diamond Beach Holdings, LLC (and Buyer shall consider in good faith all changes to the form set forth on Exhibit F-2 as may be reasonably requested by Diamond Beach Holdings, LLC prior to the Closing, but Buyer shall not be obligated to accept such changes); (xiv) such the Shared Services Agreement with respect to Waterpark Management, Inc., substantially in the form of Exhibit F-3 attached hereto (the “Family Tail Shared Services Agreement”); duly executed by Buyer and Waterpark Management, Inc.; (xv) confirmation that any notice required to be given to any Person prior to Closing, or consent required to be obtained from any Person prior to Closing, in either case as set forth on Schedule 2.06(a)(xv), under any Assigned Contract or otherwise, shall have been given or obtained, as applicable; (xvi) all affidavits, gap indemnity agreements and other customary instruments documents, to the extent reasonably approved by the Seller, to induce the Title Company to issue its owner’s and leasehold, as applicable, policy of transfertitle insurance, assumptionwith extended coverage, filings to the Buyer (or documentsany controlled Affiliate designated by Buyer); (xvii) the landlord estoppel certificates set forth in Section 3.09(b) with respect to the Leased Real Property being assumed by Buyer; (xviii) evidence of the termination of that certain Trademark License Agreement, in form and substance reasonably satisfactory to Buyer; (xix) the South Padre License Agreements, each in form and substance reasonably satisfactory to Buyer; (xx) the License Agreement referred to in Section 5.04 with respect to the Corpus Christi waterpark, substantially in the form of Exhibit J attached hereto (and with such changes as may be required agreed to give effect by Diamond Beach Holdings, LLC and Buyer between the date of this Agreement and Closing) (the “Corpus Christi License Agreement”), duly executed by Buyer and Diamond Beach Holdings, LLC (and Buyer shall consider in good faith all changes to this the form set forth on Exhibit J as may be reasonably requested by Diamond Beach Holdings, LLC prior to the Closing, but Buyer shall not be obligated to accept such changes); (xxi) the Family Settlement Documents held in escrow pending the Closing in the forms attached hereto as Exhibit I, fully executed by ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇; and (xxii) the consent of the UG and the STAR Bonds Acknowledgement and Assumption Agreement, as contemplated by Section 7.01(i). In addition to the above deliveries, the Seller Parties shall take all other actions and execute any additional instruments as Buyer may reasonably request as may be necessary or advisable to put Buyer (or any controlled Affiliate designated by Buyer) in actual possession or control of the Assets or otherwise complete the Subject Transactions. (b) At Subject to fulfillment or waiver of the conditions set forth in Article VII, at the Closing, Buyer shall make the payments and take the other actions as provided in Section 2.02(e); and deliver to the Seller Parties all of the following: (i) the cash portion of the Purchase PriceAssignment and Assumption Agreement, duly executed by Buyer (or any controlled Affiliate designated by Buyer); (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H Lease Assignments, duly executed by Buyer (the “Promissory Note”or any controlled Affiliate designated by Buyer); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit BEscrow Agreement, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xiiiv) a certificate of the Secretary (or equivalent officer) of Buyer certifying Buyer, dated as to its: of the Closing Date, (A) Certificate certifying as complete and accurate as of Organizationthe Closing Date attached copies of Organizational Documents of Buyer (including a copy of Buyer’s Organizational Documents and all amendments thereto); (B) manager resolutions, duly adopted certifying and in effect, which authorize attaching all requisite resolutions or actions of Buyer’s Governing Authority approving the execution, delivery and performance of this Agreement and the transactions contemplated herebyother Acquisition Documents and the Subject Transactions; and (C) certifying as to the incumbency certificate; and (D) Certificate signatures of Good Standingthe officers of Buyer executing this Agreement and the other Acquisition Documents; (xiiiv) Out of State Execution Affidavitall certificates required by Article VIII; (vi) the Consulting Agreement, duly executed by Buyer (or any controlled Affiliate designated by Buyer); (vii) the South Padre Shared Services Agreement, duly executed by Buyer (or any controlled Affiliate designated by Buyer); (viii) the Corpus Christi Shared Services Agreement, duly executed by Buyer (or any controlled Affiliate designated by Buyer); (ix) the Family Tail Shared Services Agreement, duly executed by Buyer (or any controlled Affiliate designated by Buyer); and (xivx) such the Corpus Christi License Agreement, duly executed by Buyer (or any controlled Affiliate designated by Buyer). In addition to the above deliveries, Buyer shall take all other customary instruments of transfer, assumption, filings or documents, actions and execute any additional documents as any Seller may reasonably request as may be required necessary or advisable for the assumption by Buyer (or any controlled Affiliate designated by Buyer) of the Assumed Liabilities and to give effect to this Agreementcomplete the Subject Transactions.

Closing Deliverables. (a) At or prior to the Closing, Seller the Company shall deliver to Buyer Parent the following: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A (the “▇▇▇▇ of Sale”) and duly executed by Seller, effecting the assignment to Buyer resignations of the Purchased Assets directors and the assumption officers of the Assumed Liabilities by BuyerCompany (from such offices and not of employment); (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller the Company certifying as to its: that (A) attached thereto are true and complete copies of (1) all resolutions adopted by the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby; hereby and thereby and (D2) resolutions of the board of directors Stockholders 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 exception transactions contemplated hereby and thereby; (iii) 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; (iv) 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 Company is organized; (v) at least three Business Days prior to the Closing, the Closing Transaction Expenses Certificate; (vi) at least three Business Days prior to the Closing, the Closing Indebtedness Certificate; (vii) the Estimated Closing Liability Statement contemplated in Section 2.13(a); (viii) at least three Business Days prior to the Closing, the Closing Vacation Carryover Certificate indicating that no Person is owed more than 40 hours of combined vacation and paid time off from the Company; (ix) the Consideration Spreadsheet contemplated in Section 2.14; (x) the FIRPTA Statement; (xi) a duly completed and executed Contingent Exercise Notice from each Optionholder intending to exercise his/her/its Options and evidence reasonably satisfactory to Parent of the exercise or termination of all outstanding Options; (xii) a duly completed and executed Debt Conversion Agreement from each Convertible Note Holder and evidence reasonably satisfactory to Parent of the conversion of all outstanding Convertible Notes; (xiii) a duly completed and executed Letter of Transmittal from each Stockholder; and (xiv) payoff letters reasonably acceptable to Parent with respect to all Indebtedness for borrowed money; (xv) invoices in form reasonably acceptable to Parent with respect to all Transaction Expenses payable to third party vendors; (xvi) a consent to the Merger and estoppel certificate from DPT ▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇)▇▇, under the Company’s current lease agreement in form and substance reasonably acceptable to Parent; (xvii) a duly adopted executed Employment Agreement from each employee of the Company; (xviii) a duly executed Founders Agreement from each Founder; (xix) a certificate, dated the Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in effectSection 7.02(a) and Section 7.02(b) have been satisfied; and (xx) 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) pay the Closing Merger Consideration payable pursuant to Section 2.08 by irrevocably instructing its transfer agent to issue the Parent Shares, Series A Warrants and Series B Warrants included in the Closing Merger Consideration to Stockholders allocated in accordance with the Consideration Spreadsheet, which authorize Parent Shares will be subject to the lock-up covenant under Section 5.07 of this Agreement; (ii) issue the Escrow Shares to be retained and released by Parent in accordance with this Agreement; (iii) payment to third parties by wire transfer of immediately available funds of 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; (iv) payment to holders of outstanding Indebtedness, other than the Convertible Notes, by wire transfer of immediately available funds that amount of money due and owing from the Company to such holder of outstanding Indebtedness as set forth on the Closing Indebtedness Certificate; (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 Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby; (E) incumbency certificate; hereby and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (thereby, and that all such resolutions are in full force and effect and are all the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 resolutions adopted in connection with the transactions contemplated hereby and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase Price; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyerthereby; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer Parent and Merger Sub certifying as the names and signatures of the officers of Parent and Merger Sub authorized to its: (A) Certificate of Organization; (B) manager resolutionssign this Agreement, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement Ancillary Documents and the transactions contemplated hereby; (C) incumbency certificate; other documents to be delivered hereunder and (D) Certificate of Good Standingthereunder; (xiiivii) Out A certificate, dated the Closing Date and signed by a duly authorized officer of State Execution AffidavitParent, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied; and (xivviii) such other customary documents or instruments of transfer, assumption, filings or documents, as may be required the Company reasonably requests and are reasonably necessary to give effect to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇b▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A hereto (the “▇B▇▇▇ of Sale”) and duly executed by Seller, effecting the assignment to Buyer of transferring the Purchased Assets and the assumption of the Assumed Liabilities by Tangible Property to Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location License Agreement in the form of Exhibit B hereto and duly executed by Seller; (iii) the Transition Services Assignment and License Agreement ( the “TSA”)in in the form of Exhibit C (“Assignment and License Agreement to CleanWave”) hereto and duly executed by Seller, transferring to the CleanWave all of Seller’s license rights from Hydro and obligations to Hydro; (iv) the Intellectual Property Assignment Agreement(s) a lockup agreement in the form of Exhibit D hereto (the “Lockup Agreement”) and duly executed by Seller; (v) the Assignment of the Manufacturing Operating Agreement in the form of Exhibit E, E hereto and duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) delivery by Seller of Hydro’s consent to the Non-Competition and Non-Solicitation Agreement IP Assignment/License in the form of Exhibit F, duly executed by the SellerF hereto; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directorsmanagers of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (DB) resolutions the names and signatures of the board officers of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of Seller authorized to sign this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased AssetsAncillary Documents; and (xivviii) 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. (b) At or immediately after the Closing, Buyer shall deliver to Seller the following: (i) Within three days of closing, a certificate representing the cash portion Shares, duly executed on behalf of the Purchase PriceBuyer and registered in the name of the Seller or its designee; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit BRegistration Rights Agreement, duly executed by Buyer; (viiiii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit EOperating Agreement, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xiiiv) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate the resolutions of Organization; (B) manager resolutionsthe board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (DB) Certificate the names and signatures of Good Standing; (xiii) Out the officers of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required Buyer authorized to give effect to sign this AgreementAgreement and the Ancillary Documents.

Closing Deliverables. (a) At the Closing, Seller Sellers shall deliver to Buyer the following: (i) this Agreement, duly executed by each Seller; (ii) a ▇▇▇▇ of sale and assignment and assumption agreement stock power in the form of Exhibit A (the “▇▇▇▇ of Sale”) B hereto and duly executed by each Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerStock; (iii) copies of all consents, approvals, waivers, pay off letters, releases, Form UCC-3 terminations, and authorizations referred to in Section 2.02(a)(iii) of the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by SellerDisclosure Schedules, or such other evidence that Company Indebtedness has been satisfied prior to Closing, in each such case satisfactory to Buyer; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that each Seller is not a “foreign person” within the Intellectual Property Assignment Agreement(s) in meaning of Section 1445 of the form of Exhibit D and Internal Revenue Code duly executed by such Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller Company certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directorsdirectors and shareholders of Company, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement Agreement, the documents to be delivered hereunder and the transactions contemplated herebydescribed herein; (B) the certificate of formation and bylaws of Company, including all amendments thereto, each as in effect as of immediately prior to the Closing; and (C) the names and signatures of officers of Company authorized to sign the documents to be delivered by Company hereunder; (vi) a release of each Seller in the form of Exhibit C hereto; (vii) the Funds Flow Agreement (the “Funds Flow”), duly executed by each Seller, the final form of which is attached hereto as Exhibit D; (viii) resolutions the Lock-Up Letter Agreements (the “Lock-Up Agreements”), the final forms of which are attached hereto as Exhibit E, duly executed by each such Seller; (ix) Evidence of the board termination and cancellation, effective as of directors the Closing Date and subject to Closing, of that certain GTS Transition Agreement for Management Ownership entered into on or about March 30, 2018; (with x) Evidence of the exception termination and cancellation, effective as of the Closing Date and subject to Closing, of each and every 2018 Other Keymen Stock Ownership Agreement (executed at various dates) by and among the Company, G▇▇▇▇▇ and ▇the Passive Sellers, as amended and supplemented; (xi) Evidence of the termination and cancellation, effective as of the Closing Date and subject to Closing, of that certain Voting Trust Agreement dated as March 30, 2018 by and among the Company, G▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; Active Sellers, as amended and (F) Certificate of Good Standingsupplemented; (ixxii) a fairness opinion from ▇▇Evidence of the termination and cancellation, effective as of the Closing Date and subject to Closing, of that certain Voting Trust Agreement (for other Keymen), in each and every version, by and among the Company, G▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 each of the Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of AcceptancePassive Sellers, as amended and supplemented; (xiii) copies a copy of all books the employment agreements by and records related to between Company and each of McCracken, Martin, and M▇▇▇▇ (each, an “Employment Agreement”), duly executed by the Purchased Assets; andapplicable employee; (xiv) 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; (xv) a copy of the governing documents of Company, the minute books of Company, and the record books and equity ledgers relating to the organization, ownership and maintenance of Company, in each case, to the extent in Company’s possession; and (xvi) all of the financial and accounting records, documents, files, memoranda and other material papers relating exclusively to Company (other than those records which Sellers are required to keep by Law), in each case, to the extent in Company’s possession. (b) At the Closing, Buyer shall deliver to Seller Sellers the following: (i) the cash portion of the Purchase Price; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit Bthis Agreement, duly executed by Buyer; (viiii) the TSA Closing Cash set forth in Section 1.02(b)(i) by wire transfer of immediately available funds to the form of D▇▇▇ ▇▇▇▇ F▇▇▇▇▇▇ Trust IOLTA account as set forth on the Funds Flow attached hereto as Exhibit C duly executed by BuyerD; (viiiiii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit ELock-Up Agreements, duly executed by Buyer; (xiv) a Non-Competition and Non-Solicitation Agreement in restricted stock certificates of Buyer evidencing the form of Exhibit FClosing Stock Consideration, each duly executed by the President (or equivalent authorized officers) of Buyer or, a copy of irrevocable instructions to Buyer’s transfer agent to issue the Closing Stock Consideration to each Seller pursuant to Section 1.02 hereof; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xiiv) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate the resolutions of Organization; (B) manager resolutionsthe board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement, the documents to be delivered hereunder and the transactions described herein; (B) the articles of incorporation and bylaws of Buyer, including all amendments thereto, each as in effect as of immediately prior to the Closing; and (C) the names and signatures of officers of Buyer authorized to sign this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standingdocuments to be delivered hereunder; (xiiivi) Out a copy of State Execution Affidavit; and (xiv) such other customary instruments each Employment Agreement, each duly executed by an authorized signatory of transfer, assumption, filings or documents, as may be required to give effect to this Agreement.Company;

Closing Deliverables. (a) At the Closing, Seller Sellers shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A E hereto (the “▇▇▇▇ of Sale”) and duly executed by SellerSellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by SellerLiabilities; (iv) the Intellectual Property with respect to each Lease, an Assignment Agreement(s) in the form and Assumption of Exhibit D and Lease, duly executed by Sellera Seller or an Affiliate of Sellers, as applicable; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and BuyerThird Party Landlord Consents; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the SellerSeller Closing Certificate; (vii) the Fulfillment Assistance Agreement in Management Agreement(s) associated with Permits to the form extent applicable under the terms of Exhibit GSection 6.18, duly executed by the a Seller or Affiliate of Seller, as applicable; (viii) a certificate of the Secretary (or equivalent officercertificates required by Section 7.02(i) of Seller certifying as to its: (A) the Articles of Incorporationand Section 7.02(j); (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing;and (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) such other customary instruments of transfer, assumptioninstruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver deliver, or cause its designated Affiliate to Seller deliver, to Sellers the following: (i) the cash portion of the Purchase PriceClosing Payment; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Escrow Agreement in the form of Exhibit A duly executed by Buyer; (viiii) the Sub-Lease in the form Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Exhibit BBuyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the TSA in Management Agreement, to the form extent applicable under the terms of Exhibit C Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer;; and (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumptioninstruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ bill of sale in substantially the form of Exhibit B hereto (the “Bill of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in substantially the form of Exhibit A C hereto (the “▇▇▇▇ of SaleAssignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerLiabilities; (iii) the Transition Services Agreement ( the “TSA”)in an assignment in substantially the form of Exhibit C D hereto (the “Business Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Business Intellectual Property Assets to Buyer; (iv) the Intellectual Property Assignment Agreement(s) a Trademark Licensing Agreement in substantially the form of Exhibit D E hereto (the “Trademark Licensing Agreement”) and duly executed by Seller; (v) the Assignment of the Manufacturing Transition Services Agreement in substantially the form of Exhibit E, F hereto (the “Transition Services Agreement”) and duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Reference Laboratory Services Agreement in substantially the form of Exhibit F, G hereto (the “Reference Laboratory Services Agreement”) and duly executed by the Seller; (vii) the Fulfillment Assistance Employee Leasing Agreement in substantially the form of Exhibit G, H hereto (the “Employee Leasing Agreement”) and duly executed by the Seller; (viii) the Veterans Affairs Services License Agreement substantially in the form of Exhibit I hereto (the “VA License Agreement”) and duly executed by Seller; (ix) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles that attached thereto are true and complete copies of Incorporation; (B) Bylaws; (C) all resolutions of the Special Committee of adopted by the board of directors, duly adopted and in effect, which authorize directors of Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby; 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; (Dx) resolutions a certificate of the board Secretary or an Assistant Secretary (or equivalent officer) of directors (with Seller certifying the exception names and signatures of ▇▇▇▇▇ the officers of Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ixxi) a fairness opinion from an IRS Form W-9 duly executed by ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller;; and (xii) Out a written notice substantially in the form of State Affidavit Exhibit J hereto and duly executed by Seller (the “Contribution Confirmation”), confirming the Contribution of Acceptance; (xiii) copies of all books and records related the Closing ADS Payable in relation to the Purchased Assets; and (xiv) 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 AgreementClosing Equity Consideration. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion Closing Cash Consideration by wire transfer of the Purchase Priceimmediately available funds to an account designated in writing by Seller to Buyer; (ii) evidence reasonably satisfactory to the Promissory Note for Seller that the Deferred Purchase Price board of directors authorized the issuance and transfer to Seller of the shares of Buyer ADSs constituting the Closing Equity Consideration, subject to (x) the finalization of the relevant reports of the board of directors and statutory auditor of Buyer and the (y) passing of the relevant resolutions of the board of directors of Buyer to be recorded in the form of Exhibit H executed by Buyer (the “Promissory Note”)a notarial deed before a notary public; (iii) the personal guaranty in the form Bill of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J Sale duly executed by ▇▇▇▇▇, making effective, as of ; (iv) the Closing Date, her resignation from Seller’s Board of DirectorsAssignment and Assumption Agreement duly executed by ▇▇▇▇▇; (v) the Business Intellectual Property Assignments duly executed by ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer▇▇; (vi) the Sub-Lease in the form of Exhibit B, Trademark Licensing Agreement duly executed by Buyer▇▇▇▇▇; (vii) the TSA in the form of Exhibit C Transition Services Agreement duly executed by Buyer▇▇▇▇▇; (viii) the Intellectual Property Assignment Reference Laboratory Services Agreement in the form of Exhibit D duly executed by Buyer▇▇▇▇▇; (ix) the Assignment of the Manufacturing Employee Leasing Agreement in the form of Exhibit E, duly executed by Buyer▇▇▇▇▇; (x) a Non-Competition and Non-Solicitation the VA License Agreement in the form of Exhibit F, duly executed by BuyerSeller; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate that attached thereto are true and complete copies of Organization; (B) manager resolutions, duly all resolutions adopted and in effect, which authorize by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby; 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, other than in relation to the issuance of the Buyers ADSs and the relevant underlying Ordinary Shares which are subject to (Cx) incumbency certificate; the finalization of the relevant reports of the board of directors and statutory auditor of Buyer and (Dy) Certificate the passing of Good Standing; (xiii) Out the relevant resolutions of State Execution Affidavitthe board of directors of Buyer to be recorded in a notarial deed before a notary public; and (xivxii) such other customary instruments a certificate of transfer, assumption, filings the Secretary or documents, as may be required an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to give effect to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale in the form of Exhibit A hereto (the "▇▇▇▇ of Sale") and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit A B hereto/in form and substance satisfactory to Buyer (the “▇▇▇▇ of Sale”"Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerLiabilities; (iiiii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location an assignment in the form of Exhibit B executed by Seller; C hereto (iiithe "Intellectual Property Assignments") the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller, transferring all of Seller's right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) with respect to the Intellectual Property Lease, an Assignment Agreement(sand Assumption of Lease in form and substance satisfactory to Buyer (each, an "Assignment and Assumption of Lease") in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Transition Services Agreement in the form of Exhibit E, D hereto (the "Transition Services Agreement") and duly executed by Seller and the Stockholders, pursuant to which, inter alia, the Stockholders shall provide up to 100 hours of transition support services to Buyer, including assistance in the transition of the Seller, Manufacturer (if necessary), and ’s cellular modems to an account maintained by the Buyer; (vi) the Non-Competition all consents and Non-Solicitation Agreement approvals required to be provided in the form Section 2.09 of Exhibit F, duly executed by the Sellerthis Agreement; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the SellerSeller Closing Certificate; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directorsIRS Form W-9, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xiiix) Out the certificates of State Affidavit the Secretary or Assistant Secretary of Acceptance; (xiiiSeller required by Section 7.02(k) copies of all books and records related to the Purchased AssetsSection 7.02(l); and (xivb) 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. (b) . At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion Closing Cash Payment by wire transfer of the Purchase Priceimmediately available funds to an account designated in writing by Seller to Buyer; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”)Closing Equity Payment; (iii) the personal guaranty in the form of Exhibit I Assignment and Assumption Agreement duly executed by ▇▇▇▇▇ (the “Personal Guaranty”)Buyer; (iv) a Resignation Letter in with respect to the form Lease, an Assignment and Assumption of Exhibit J Lease duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of DirectorsBuyer; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Transition Services Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer;Buyer Closing Certificate; and (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate certificates of the Secretary (or equivalent officer) Assistant Secretary of Buyer certifying as to its: (Arequired by Section 7.03(h) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this AgreementSection 7.03(i).

Closing Deliverables. (ai) At the Closing, Seller shall deliver to Buyer the following: (ia) a The Escrow Agreement, duly executed by Seller; (b) A ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A C hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (c) An assignment and assumption agreement in the form of Exhibit D hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerLiabilities; (iid) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location An assignment in the form of Exhibit B executed by Seller; E hereto (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller's right, title and interest in and to the Intellectual Property Assets to Buyer; (ive) A copy of a Certificate of Conversion, filed with the Intellectual Property Assignment Agreement(sSecretary of State of the State of Delaware, evidencing the conversion of the Seller into a California limited liability company; (f) A power of attorney in the form of Exhibit D and substance satisfactory to Buyer and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) a certificate pursuant enable Buyer to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) effect such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, matters as may be required to give effect to this Agreement; (g) An Employment Agreement, executed by ▇▇▇▇ ▇▇▇▇, in the form attached hereto as Exhibit F; (h) The Lock-up Agreement, executed by each of Seller’s designees; (i) The Seller Closing Certificate; and (j) The FIRPTA Certificate. (bii) At the Closing, Buyer Buyer, or Troika, as the case may be, shall deliver to Seller the following: (ia) the The cash portion of the Purchase Price; (ii) the Promissory Note for the Deferred Purchase Price to Seller , in the form of Exhibit H executed by Buyer (the “Promissory Note”accordance with Section 2.05(i); (iiib) the personal guaranty in the form of Exhibit I The Escrow Agreement duly executed by ▇▇▇▇▇ (the “Personal Guaranty”)Buyer Parties; (ivc) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and The Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vid) The Employment Agreement duly executed by the SubBuyer Parties; (e) The Lock-Lease in the form of Exhibit Bup Agreements, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of applicable Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution AffidavitParty; and (xivf) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this AgreementThe Buyer Closing Certificate.

Closing Deliverables. (a) At the Closing, Seller Melt shall deliver or cause to Buyer the followingbe delivered: (i) a duly executed copy of the Milestone Payment Agreement. (ii) duly executed Melt Closing Certificates. (iii) evidence of the Melt Requisite Stockholder Approval. (iv) resolutions of Melt Special Board, approving this Agreement, the Merger and other transactions contemplated hereby. (v) written resignations, effective as of the Effective Time, of each director and officer of Melt designated by H▇▇▇▇▇ of sale and assignment and assumption agreement in no later than three (3) Business Days prior to the form of Exhibit A (the “▇▇▇▇ of Sale”) and duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer;Closing. (vi) to the Non-Competition extent applicable, payoff letters or evidence reasonably satisfactory to it that any Indebtedness of Melt for borrowed money (other than trade payables and Non-Solicitation Agreement accrued expenses incurred in the form of Exhibit Fordinary course) has been repaid in full, duly executed by the Seller;and that any Liens securing such Indebtedness have been released. (vii) an executed copy of the Fulfillment Assistance Agreement in resolutions of Melt Board approving the form termination of Exhibit G, duly executed by the Seller;Melt 401(k) Plan (effective as of Effective Time). (viii) a certificate conforming with the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) certifying that shares of stock of Melt do not constitute “United States real property interests” under Section 897(c) of the Secretary Code, together with a notice to the IRS (or equivalent officer) of Seller certifying as to its: (A) which shall be filed by the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (Harrow with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and IRS following the Closing) in effect, which authorize accordance with the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) a certificate pursuant to Treasury Regulations Section 1.14451.897-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) 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 Agreement2(h)(2). (b) At the Closing, Buyer Harrow shall deliver or cause to Seller the followingbe delivered: (i) the cash portion duly executed copy of the Purchase Price;Milestone Payment Agreement. (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H duly executed by Buyer (the “Promissory Note”);Harrow Closing Certificates. (iii) resolutions of Harrow Special Board, approving this Agreement, the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”);Merger and other transactions contemplated hereby. (iv) a Resignation Letter in the form of Exhibit J duly an executed by ▇▇▇▇▇, making effective, as copy of the Closing Dateoffer letter for the continued engagement of Continuing Employee as Senior Director of Clinical Operations, her resignation from Seller’s Board of Directors;in form reasonably acceptable to the Continuing Employee. (v) the ▇▇▇▇ an executed copy of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement transition services agreement between Harrow and the transactions contemplated hereby; consultant listed on Schedule 7.5(b)(v) (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transferthe “Consultant”), assumption, filings or documents, as may be required in form reasonably acceptable to give effect to this Agreementthe Consultant.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer Buyer, or its designees, the following: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A B hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerLiabilities; (iiiii) A sub-lease from Seller with respect to Buyer for a portion the parcels of the space at Seller’s Tampa office location Real Property, limited warranty deeds in the form of Exhibit B executed by Seller; D-1 and D-2 hereto (iiieach, a “Deed”) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed and notarized by Seller; (iv) the Intellectual Property Assignment Agreement(s) a security agreement in the form of Exhibit D E hereto (the “Security Agreement”) and duly executed by Seller, securing Buyer’s obligations pursuant to Section 10.02(f) hereof; (v) the Assignment evidence satisfactory to Buyer’s title insurer of the Manufacturing Agreement existence in good standing of Seller and the form authority of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyerthe individuals acting on behalf of Seller at the Closing Date; (vi) the Non-Competition and Non-Solicitation Agreement title affidavits from Seller in the a form of Exhibit F, duly executed reasonably required by the Sellera buyer’s title insurance company; (vii) information from Seller necessary for reporting the Fulfillment Assistance Agreement in sale of the form of Exhibit G, duly executed by the SellerReal Property to tax authorities; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good StandingFIRPTA Certificate; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (release of Mortgage executed by the “Fairness Opinion”);Trustee; and (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by an officer of Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory acceptable to Buyer, dated as may be required of the Closing Date, to give the effect to this Agreementthat each of the conditions specified in Section 8.02 have been satisfied. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of Purchase Price less the Purchase Price▇▇▇▇▇▇▇ Funds; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (viiii) the Sub-Lease in the form of Exhibit B, Security Agreement duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiviv) such other customary customary, instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, as may be required to give effect to this Agreement; and (v) a certificate duly executed by an officer of Buyer, in form and substance reasonably acceptable to Seller, dated as of the Closing Date, to the effect that each of the conditions specified in Section 8.03 has been satisfied.

Closing Deliverables. (a) At the Closing, the Seller Parties shall deliver deliver, or cause to be delivered, to Buyer the following: (i) a the Escrow Agreement duly executed by Seller Representative; (ii) an assignment and assumption agreement and ▇▇▇▇ of sale with respect to the Purchased Assets and assignment and assumption agreement Assumed Liabilities in the form of Exhibit A B hereto (the “Assignment and Assumption Agreement and ▇▇▇▇ of Sale”) and duly executed by each Seller, Parent and each applicable Parent subsidiary, transferring the tangible personal property included in the Purchased Assets to Buyer and effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerLiabilities; (iii) the Transition Services Agreement ( the “TSA”)in Lodging Agreements in the form of Exhibit C C-1, Exhibit C-2 and Exhibit C-3 hereto (the “Lodging Agreements”) and duly executed by Sellerthe Affiliates of Sellers party thereto; (iv) the Intellectual Property Assignment Agreement(s) with respect to each parcel of Owned Real Property, a special warranty deed in the form of Exhibit D hereto (each, a “Deed”), together with all applicable transfer documentation relating thereto in form and substance reasonably satisfactory to Buyer (the “Real Property Transfer Documents”), and duly executed and notarized by the applicable Seller; (v) one or more assignments in form and substance reasonably satisfactory to Buyer (the Assignment “Intellectual Property Assignments”) and duly executed by the applicable Seller, transferring all of such Seller’s right, title and interest in and to the Manufacturing Intellectual Property Assets of each such Seller to Buyer or its Affiliate; (vi) the Transition Services Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer E hereto (if necessary), the “Transition Services Agreement”) and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the SellerSellers; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed certificates contemplated by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇Sections 7.02(j), duly adopted 7.02(k) and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”7.02(o); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xivviii) 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. (b) At the Closing, Buyer shall deliver to the Seller Representative, on behalf of the Sellers, the following: (i) the cash portion Purchase Price less the Escrow Amount by wire transfer of immediately available funds to the Purchase Priceaccount designated in writing by the Seller Representative prior to the Closing; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Escrow Agreement in the form of Exhibit A duly executed by Buyer; (viiii) the Sub-Lease in the form Assignment and Assumption Agreement and ▇▇▇▇ of Exhibit B, Sale duly executed by Buyer; (iv) the Lodging Agreements duly executed by Buyer or its Affiliate; (v) the Intellectual Property Assignments duly executed by Buyer or its Affiliate; (vi) the Transition Services Agreement duly executed by Buyer or its Affiliate; (vii) the TSA in the form of Exhibit C Real Property Transfer Documents duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed certificate contemplated by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution AffidavitSection 7.03(e); and (xivix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Seller Representative, as may be required to give effect to this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Escrow Fund”) by wire transfer of immediately available funds to the account designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of the Seller Parties set forth in ARTICLE VIII. (d) At the Closing, Buyer shall deliver the Payoff Amount to the recipient thereof in accordance with the Payoff Instructions.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇b▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A hereto (the “▇B▇▇▇ of Sale”) and duly executed by Seller, transferring the Tangible Personal Property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerLiabilities; (iiiii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location trademark and copyright assignments in the form of Exhibit B executed by Seller; C hereto (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C Intellectual Property Assignment”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) the Intellectual Property Assignment Agreement(s) Broker Agreement in the form of Exhibit D hereto (the “Broker Agreement”) and duly Duly executed by SellerFarm Ridge Foods, Inc.; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and BuyerSeller Closing Certificate; (vi) the Non-Competition and Non-Solicitation Agreement in certificates of the form Secretary of Exhibit F, duly executed Seller required by the SellerSection 6.01(h); (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code Form W-9 duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xivviii) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase Price, by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (viiii) the Sub-Lease in the form of Exhibit B, Intellectual Property Assignment duly executed by Buyer; (viiiv) the TSA in the form of Exhibit C duly Broker Agreement executed by Buyer; (viiiv) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution AffidavitClosing Certificate; and (xivvi) such other customary instruments the certificates of transfer, assumption, filings or documents, as may be the Secretary of Buyer required to give effect to this Agreementby Section 6.02(d).

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ bill of sale in the form of Exhibit A attached hereto (the “Bill of Sale”) and duly executed by Seller, transferring the Tangible Personal Property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit A B attached hereto (the “▇▇▇▇ of SaleAssignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerLiabilities; (iii) the Transition Services Agreement ( the “TSA”)in Management and Succession Agreements, in the form of Exhibit C attached hereto (the “Management and Succession Agreements”), and duly executed by Seller Principal; (iv) the Practice Administration Agreements in the form of Exhibit D attached hereto (the “Practice Administration Agreements”), duly executed by Seller Principal; (v) a Transition Services Agreement in the form of Exhibit E attached hereto (the “Transition Services Agreement”), duly executed by Seller and Seller Principal; (vi) an Employment Agreement in form a substance satisfactory to the Buyer (the “Employment Agreements”) duly executed by Seller Principal, D▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and C▇▇▇▇ ▇▇▇▇ (collectively, the “Key Employees”); (vii) with respect to each lease for the Leased Real Property, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by Seller; (ivviii) tax clearance certificates from the Intellectual Property Assignment Agreement(s) taxing authorities in the form 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 Exhibit D and duly executed the payment in full or other satisfaction of any Taxes owed by SellerSeller in those jurisdictions; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viiiix) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted directors and in effectthe shareholders of Seller, which authorize the execution, delivery delivery, and performance of this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Management and Succession Agreements, the Practice Administration Agreements, the Transition Services Agreement, Employment Agreements, and the Assignments and Assumptions of Lease, 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; hereby and thereby, and (DB) resolutions the names and signatures of the board officers of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of Seller authorized to sign this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”)other Transaction Documents; (x) copies Copies of Lallemand SAS Invoice #552380 dated June 9all consents, 2016 authorizations, orders, approvals, filings, registrations and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) a certificate notices required to be disclosed pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets‎Section 3.02; and (xivxi) such other customary instruments of transfer, transfer or assumption, filings 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of Cash Consideration, less the Purchase PriceEstimated Working Capital Adjustment, and the Estimated EBITDA Adjustment; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”)Initial Equity Consideration and all accompanying certificates; (iii) the personal guaranty in the form of Exhibit I Assignment and Assumption Agreement duly executed by B▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J Management and Succession Agreements duly executed by B▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the Practice Administration Agreements duly executed by B▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer▇; (vi) the Sub-Lease in the form of Exhibit B, Transition Services Agreement duly executed by BuyerB▇▇▇▇; (vii) the TSA in the form of Exhibit C Employment Agreements duly executed by BuyerB▇▇▇▇; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) an officer of Buyer certifying as to its: (A) Certificate the resolutions of Organization; (B) manager resolutions, duly adopted and in effectthe board of directors of Buyer, which authorize the execution, delivery delivery, and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby; (C) incumbency certificate; hereby and thereby, and (DB) Certificate the names and signatures of Good Standing; (xiii) Out the officers of State Execution Affidavit; and (xiv) such Buyer authorized to sign this Agreement and the other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this AgreementTransaction Documents.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ bill of sale and assignment and assumption agreement in the form of Exhibit A and substance reasonably satisfactory to Buyer (the “▇▇▇▇ Bill of Sale”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerLiabilities; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller[reserved]; (iii) the Transition Services Agreement ( one or more assignments in form and substance reasonably satisfactory to Buyer (the “TSA”)in the form of Exhibit C Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Business IP Assets to Buyer; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and a certificate duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller Seller, certifying as to its: (A) the Articles that attached thereto are true and complete copies of Incorporation; (B) Bylaws; (C) all resolutions of the Special Committee of adopted by the board of directors, duly adopted and in effect, which authorize directors of Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby; 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; (Dv) resolutions each Employment Agreement, duly executed by the employee party thereto; (vi) copies of each approval, consent and waiver listed on ‎Section 3.02(a)(vi) of the board of directors Seller Disclosure Schedules; (with vii) a Stock Pledge Agreement in the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇)form mutually agreed upon by both Parties to grant a security interest in the Pledged Shares, duly adopted and as set forth in effect, which authorize the execution, delivery and performance ‎Section 2.05(c) of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness OpinionStock Pledge Agreement”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xivviii) 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; (ix) release of any Encumbrance listed on ‎Section 4.08 of the Seller Disclosure Schedules; and (x) evidence of the consummation of that certain asset purchase transaction by and between SIMPL Medical, LLC and Buyer relating to the Magnum intellectual property and products (the “SIMPL Acquisition”). (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion Closing Cash Payment by wire transfer of the Purchase Priceimmediately available funds to an account designated in writing by Seller to Buyer; (ii) the Promissory Note for Initial Shares accompanied by a stock power (subject to the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”Stock Pledge Agreement); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J Assignment and Assumption Agreement duly executed by ▇▇▇▇▇; (iv) the Employment Agreements, making effective, as of the Closing Date, her resignation from Seller’s Board of Directorsduly executed by ▇▇▇▇▇; (v) copies of each approval, consent and waiver listed on ‎Section 3.02(b)(v) of the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by BuyerBuyer Disclosure Schedules; (vi) the Sub-Lease in the form of Exhibit B, a certificate duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer, certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby; (C) incumbency certificate; hereby and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavitthereby, 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; and (xivvii) such other customary instruments evidence of transfer, assumption, filings or documents, as may be required to give effect to this Agreementthe consummation of the SIMPL Acquisition.

Closing Deliverables. (a) At the Closing, Parent and Seller shall deliver or cause to be delivered to Buyer the following: (i) a ▇b▇▇▇ of sale and assignment and assumption agreement in a form satisfactory to the form of Exhibit A parties hereto (the “▇B▇▇▇ of Sale”) and duly executed by Parent and Seller, transferring the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in a form satisfactory to the parties hereto (the “Assignment and Assumption Agreement”) and duly executed by Parent and Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerLiabilities; (iii) an assignment in a form satisfactory to the Transition Services Agreement ( parties hereto (the “TSA”)in the form of Exhibit C Intellectual Property Assignment”) and duly executed by Parent and Seller, transferring all of Parent’s and Seller’s right, title and interest in and to the trademark registrations, copyright registrations and domain name registrations included in the Purchased Assets to Buyer; (iv) a Transition Services Agreement in a form satisfactory to the Intellectual Property Assignment Agreement(sparties hereto (the “Transition Services Agreement”) in the form of Exhibit D and duly executed by Parent and Seller; (v) the Assignment of the Manufacturing a License Agreement in a form satisfactory to the form of Exhibit E, parties hereto (the “License Agreement”) and duly executed by Parent and Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the member and/or board of directorsmanagers of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; , and (DB) resolutions the names and signatures of the board officers of directors Seller authorized to sign this Agreement and the documents to be delivered hereunder; and (with vii) the exception Style Advisor List and the Customer List. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price (which shall be paid pursuant to the wire transfer instructions attached hereto as Schedule 1.05); (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Transition Services Agreement duly executed by Buyer; (iv) the License Agreement duly executed by Buyer; (v) evidence of satisfactory employment arrangements between Buyer and each of M▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇, E▇▇▇▇ ▇▇▇▇▇)▇▇ and S▇▇▇▇ ▇▇▇▇▇▇; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; , and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase Price; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted the names and in effect, which authorize signatures of the execution, delivery and performance officers of Buyer authorized to sign this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may documents to be required to give effect to this Agreementdelivered hereunder.

Closing Deliverables. (a) At or prior to the Closing, Seller the Sellers shall deliver (or cause to Buyer be delivered) to the followingPurchaser or its designee: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in membership interest powers for the form of Exhibit A (the “▇▇▇▇ of Sale”) and Interests duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyerin blank; (ii) A sub-lease from Seller for each Seller, a spousal consent in form and substance satisfactory to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerPurchaser; (iii) a certificate of good standing with respect to the Transition Services Agreement ( Company issued no earlier than five (5) Business Days prior to the “TSA”)in Closing Date by the form Secretary of Exhibit C and duly executed by SellerState of the State of Illinois; (iv) a counterpart of the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and Escrow Agreement duly executed by Sellerthe Sellers; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, a duly executed transaction beneficiary joinder for the benefit of Purchaser by Sellereach Person listed on A▇▇▇▇ ▇▇ attached hereto (each, Manufacturer (if necessary), and Buyera “Joinder Agreement”) ; (vi) a certificate, dated as of the Non-Competition and Non-Solicitation Agreement in the form of Exhibit FClosing Date, duly executed by an executive officer of the SellerCompany, certifying that true and complete copies of the Company’s Fundamental Documents, as in effect on the Closing Date, are attached to such certificate; (vii) evidence of the Fulfillment Assistance Agreement resignation of all directors, managers and officers of the Company in form and substance reasonably satisfactory to the form of Exhibit G, duly executed by the SellerPurchaser; (viii) a certificate properly completed and executed IRS Form W-9 for each Seller; (ix) pay-off and termination letters in form and substance reasonably satisfactory to the Purchaser in connection with the repayment and termination of the Secretary Indebtedness set forth on Schedule 2.5(a)(ix) and the Liens releases related thereto; (x) evidence in form and substance reasonably satisfactory to the Purchaser that each of the Contracts set forth on Schedule 2.5(a)(x) shall have been terminated effective as of the Closing Date; (xi) evidence in form and substance reasonably satisfactory to the Purchaser that each of the Contracts and Permits held by any Seller or equivalent officerany of its respective Affiliates set forth on Schedule 2.5(a)(xi) shall have been assigned to the Company effective as of the Closing Date; (xii) each of the consents identified on Schedule 2.5(a)(xii); and (xiii) pay-off and termination letter in form and substance reasonably satisfactory to the Purchaser with respect to the Unwinding Agreement. (b) At the Closing, the Purchaser shall: (i) pay, or cause to be paid, by wire transfer of immediately available funds, to each Seller certifying such Seller’s Pro Rata Share of the Closing Cash Purchase Price in the amount and to the account of such Seller as set forth on the Estimated Closing Statement; (ii) issue to itseach Seller its Pro Rata Share of MIH Common Stock as follows: (Aa) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (to D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 565,384 shares (70% of the Closing Equity Consideration), duly adopted and, and (b) D▇▇▇▇▇ Trading Company I, Inc., 242,308 shares (30% of the Closing Equity Consideration), in effecteach case, pursuant to Section 2.3(a) of this Agreement; (iii) deposit with the Escrow Agent the Adjustment Escrow Amount, which authorize shall be held in a separate account under the execution, delivery Escrow Agreement (the “Adjustment Escrow Account”) and performance shall be managed and paid out in accordance with and subject to the conditions of this Agreement and the transactions contemplated herebyEscrow Agreement; (iv) deposit with the Escrow Agent the Indemnity Escrow Amount, which shall be held in a separate account under the Escrow Agreement (the “Indemnity Escrow Account”) and shall be managed and paid out in accordance with and subject to the conditions of this Agreement and the Escrow Agreement; (v) repay, or cause to be repaid, by wire transfer of immediately available funds, the Indebtedness set forth on Schedule 2.5(a)(viii) in the amounts set forth on pay-off letters and to the accounts as set forth on the Estimated Closing Statement; (vi) pay, or cause to be paid, by wire transfer of immediately available funds, the Transaction Expenses in the amounts and to the accounts as set forth on the Estimated Closing Statement; (vii) deliver, or caused to be delivered, to the Sellers a counterpart of such Joinder Agreement for each person listed on Annex II; (viii) deliver, or caused to be delivered, to the Sellers a counterpart of the Escrow Agreement, duly executed by the Purchaser; (E) incumbency certificate; and (F) Certificate of Good Standing;and (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9deliver, 2016 and # 552356 dated June 7or cause to be delivered, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) such other customary instruments of transfer, assumption, filings or documents, Sellers a pay-off and termination letter in form and substance reasonably satisfactory to Buyer, as the Purchaser with respect to all amounts which may be required due and payable to give effect to this Agreement. (b) At the Broker in connection with the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase Price; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A C attached hereto and made a part hereof (the “▇▇▇▇ of Sale”) and duly executed by Seller, effecting the assignment transferring to Buyer the portion of the Purchased Assets and the assumption consisting of the Assumed Liabilities by Buyerpersonal property; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location an assignment and assumption agreement in the form of Exhibit B D attached hereto and made a part hereof (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the portion of the Purchased Assets consisting of intangible property and assignment to and assumption by Buyer of the Assumed Liabilities; (iii) the Transition Services Agreement ( the “TSA”)in a security agreement in the form of Exhibit C E attached hereto and made a part hereof (the “Security Agreement”) and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) a warehouse agreement in the form of Exhibit D F attached hereto and made a part hereof (the “Warehouse Agreement”) and duly executed by SellerAsset Recovery Division, LLC; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) an officer of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directorssole member, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; , and (DB) resolutions the names and signatures of the board officers of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of Seller authorized or required to sign this Agreement and the transactions contemplated herebydocuments to be delivered hereunder; (vi) the Seller Closing Certificate; (vii) an assignment of the trademarks constituting Purchased Assets, in a form sufficient to file the transfer of all right, title and interest of Seller to Buyer with the U.S. Patent and Trademark Office; and (Eviii) incumbency certificate; an assignment of the domain names constituting Purchased Assets, in a form sufficient to file the transfer of all right, title and (F) Certificate interest of Good StandingSeller to Buyer with the appropriate domain name registrars; (ix) UCC termination statements, payoff/release letters, deeds of reconveyance, and Encumbrance releases and other releases or satisfactions of debt and capital leases that are not included in the calculation of the Net Purchased Asset Value, in a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (form reasonably acceptable to Buyer, necessary for the “Fairness Opinion”)Purchased Assets to be free and clear of all Encumbrances, other than Permitted Encumbrances, as of the Closing; (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016;those documents required by Section 5.08; and (xi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) certification that Seller is not a “foreign person within the meaning of person” as contemplated by Section 1445 of the Internal Revenue Code duly executed of 1986, as amended (the “Code”), and the sale of the Purchased Assets is not subject to any withholding requirements imposed by Sellerthe Code, including, without limitation, Section 1445(F)(3) thereof; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) such other customary instruments of transfer, assignment, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase PriceNote duly executed by Buyer; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and duly executed by Buyer; (iii) the Assignment and Assumption Agreement in duly executed by Buyer; (iv) the form of Exhibit A Security Agreement duly executed by Buyer; (v) the Warehouse Agreement duly executed by Buyer; (vi) the Sub-Lease a guaranty in the form of Exhibit B, G attached hereto and made a part hereof (the “Guaranty”) duly executed by BuyerCEG Enterprises, LLC; (vii) a resale tax certificate in a form reasonably acceptable to Seller, providing that the TSA transfer of inventory included in the form of Exhibit C duly executed by BuyerPurchased Assets is for resale purposes; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) an officer of Buyer certifying as to its: (A) Certificate the resolutions of Organization; (B) manager resolutionsthe Buyer’s Board of Governors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; , and (DB) Certificate the names and signatures of Good Standing; (xiii) Out the officers of State Execution AffidavitBuyer authorized or required to sign this Agreement and the documents to be delivered hereunder; and (xivix) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this Agreementthe Buyer Closing Certificate.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Seller; (ii) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (iii) an assignment and assumption agreement duly executed by Seller in form and substance reasonably satisfactory to Buyer (the “Assignment and Assumption Agreement”) effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by SellerLiabilities; (iv) an assignment[s] duly executed by Seller in form and substance reasonably satisfactory to Buyer (the “Intellectual Property Assignments”) transferring all of Seller’s right, title and interest in and to the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by SellerAssets to Buyer; (v) the with respect to each Lease, an Assignment and Assumption of the Manufacturing Agreement in the form of Exhibit E, Lease duly executed by SellerSeller in form and substance reasonably satisfactory to Buyer (each, Manufacturer (if necessaryan “Assignment and Assumption of Lease”), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased AssetsFIRPTA Certificate; and (xivvii) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Initial Purchase PricePrice Payment; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Escrow Agreement in the form of Exhibit A duly executed by Buyer; (viiii) the Sub-Lease in the form of Exhibit B, Assignment and Assumption Agreement duly executed by Buyer; (viiiv) the TSA in the form with respect to each Lease, an Assignment and Assumption of Exhibit C Lease duly executed by Buyer; (viiiv) the Intellectual Property Assignment a guarantee of Buyer’s obligations under this Agreement in the form of Exhibit D duly executed by Buyer; ’s parent company, ADDvantage Technologies Group, Inc., an Oklahoma public corporation, in form and substance reasonably satisfactory to Seller (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit“Guaranty”); and (xivvi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, as may be required to give effect to this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement. (d) At the Closing, Buyer shall deliver the Debt Payoff Amount to the Seller’s lender, and Seller’s lender shall deliver to Buyer a full release in form and substance satisfactory to Buyer.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption agreement Sale in the form of Exhibit A E hereto (the “▇▇▇▇ of Sale”) duly executed by Seller transferring the Tangible Personal Property included in the Purchased Assets to Buyer; (ii) an Assignment and Assumption Agreement in the form of Exhibit F hereto (“Assignment and Assumption Agreement”) duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerAssets; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) a duly authorized officer of Seller certifying as to its: (A) the Articles names and signatures of Incorporation; the officers of Seller who are authorized to sign this Agreement and the Transaction Documents and the other documents to be delivered hereunder and thereunder, (B) Bylaws; (C) that attached thereto are true and complete copies of all resolutions of the Special Committee of adopted by the board of directors, duly adopted directors and in effect, which authorize shareholders of Seller who are authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby; hereby and thereby, and (DC) that all resolutions are in full force and effect and are all of the board of directors (resolutions adopted in connection with the exception transactions adopted hereby and thereby; (iv) the Master Services Agreement, Note, and Subordination Agreement in the forms of Exhibits K, I and J hereto, duly executed by Seller; (v) the Consulting Agreements in the form of Exhibit C hereto, duly executed by ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, respectively; (vi) a Trademark Assignment Agreement in the form of Exhibit G hereto (“Trademark Assignment Agreement”), duly executed by Seller; (vii) Non-Compete Agreement in the form of Exhibit D hereto duly executed by Seller and each of ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇; (viii) Documented proof of the FCC’s Consent of the Assignment of Assets in accord with Section 3.1 and 3.2 as evidenced by FCC Public Notice or by email Notice from Commission staff that Consent has been granted a copy thereof attached as Exhibit H. (ix) a certificate of a duly authorized officer of Seller certifying (A) the names and signatures of the officers of Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder, (B) that attached thereto are true and complete copies of all resolutions adopted and in effect, which authorize by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby; (E) incumbency certificate; hereby and thereby, and (FC) Certificate that all such resolutions are in full force and effect and are all of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”)resolutions adopted in connection with the transactions contemplated hereby and thereby; (x) copies a certificate, dated and duly executed as of Lallemand SAS Invoice #552380 dated June 9the Closing Date, 2016 on behalf of Seller by a duly authorized officer, certifying that each of the conditions set forth in Section 7.2(a) and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016;Section 7 .2(b)have been satisfied; and (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyerupdated Disclosure Schedules, as may be required to give effect to this Agreementapplicable. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion Documented proof of the Purchase Price;FCC’s Consent of the Assignment of Assets in accord with Section 3.1 and 3.2 as evidenced by FCC Public Notice or by email Notice from Commission staff that Consent has been granted a copy thereof attached as Exhibit H. (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”payment required under Section 2.1(i); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (viiv) the SubConsulting Agreements, Trademark Assignment Agreement, Non-Lease in the form of Exhibit BCompete Agreement, Master Services Agreement, Note and Subordination Agreement, each duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xiiv) a certificate of the Secretary (or equivalent officer) a duly authorized officer of Buyer certifying as to its: (A) Certificate the names and signatures of Organization; the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder, (B) manager resolutions, duly that attached thereto are true and complete copies of all resolutions adopted and in effect, which authorize by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby; hereby and thereby, and (C) incumbency certificate; that all such resolutions are in full force and (D) Certificate effect and are all of Good Standing; (xiii) Out of State Execution Affidavitthe resolutions adopted in connection with the transactions contemplated hereby and thereby; and (xivvi) such other customary instruments a certificate, dated and duly executed as of transferthe Closing Date on behalf of Buyer by a duly authorized officer, assumption, filings or documents, as may be required to give effect to this Agreementcertifying that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied.

Closing Deliverables. (a) At the Closing, Seller shall the VS Entities will deliver or cause to Buyer the followingbe delivered: (i) to Horizon, a ▇▇▇▇ certificate signed by an officer of sale each VS Entity, dated the Closing Date, certifying that, to the knowledge and assignment belief of such officer, the conditions specified in Section 8.2(a), Section 8.2(b), and assumption agreement in the form of Exhibit A (the “▇▇▇▇ of Sale”Section 8.2(c) and duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyerhave been fulfilled; (ii) A sub-lease from Seller to Buyer for a portion of Horizon, duly executed counterparts to the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerSecond A&R LLCA; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and to Horizon, duly executed by Sellercounterparts to the Tax Receivable Agreement; (iv) to the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and Horizon Entities, duly executed by Seller;counterparts to the Stockholders’ Agreement; and (v) the Assignment of the Manufacturing Agreement in the form of Exhibit Eto Horizon, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related counterparts to the Purchased Assets; and (xiv) 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 Registration Rights Agreement. (b) At the Closing, Buyer shall Horizon will deliver or cause to Seller the followingbe delivered: (i) to the cash portion VS Entities, a certificate signed by an officer of Horizon, dated the Purchase PriceClosing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 8.3(a), Section 8.3(b) and Section 8.3(c) have been fulfilled; (ii) to the Promissory Note for VS Entities, the Deferred Purchase Price to Seller in written resignations of all of the form directors and officers of Exhibit H executed by Buyer (Horizon, effective as of the “Promissory Note”)Effective Time; (iii) to the personal guaranty in VS Entities, duly executed counterparts to the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”)Tax Receivable Agreement; (iv) to the VS Entities, a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇counterpart to the Stockholders’ Agreement; and (v) to the VS Entities, making effective, as of duly executed counterparts to the Registration Rights Agreement. (c) On the Closing Date, her resignation from SellerIntermediate shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid Horizon Transaction Expenses as set forth on a written statement to be delivered to the VS Entities 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, and (ii) all accrued and unpaid VS Transaction Expenses as set forth on a written statement to be delivered to Horizon 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; provided that any VS Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the VS Companies shall be paid to such VS Company for further payment to such employee, independent contractor, officer or director through such VS Company’s Board of Directors;payroll. (vd) On the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in Closing Date, immediately following the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment consummation of the Manufacturing Agreement in Merger, the form of Exhibit EPIPE Subscriptions, duly executed by Buyer; (x) a Non-Competition the Horizon Share Redemptions, the Blocker Purchase, the Crescent Redemption and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate payment of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement VS Transaction Expenses and the transactions contemplated hereby; Horizon Transaction Expenses, the Surviving Corporation shall use, or cause Intermediate and its Subsidiaries to use, any remaining cash proceeds from the Transaction (Cwhich such cash proceeds shall consist solely of cash and cash equivalents of Horizon immediately prior to the Merger and the net proceeds of the PIPE Subscriptions) incumbency certificate; to repay or cause to be repaid by wire transfer of immediately available funds, the accrued and (Dunpaid Indebtedness and preferred stock of the VS Companies. For the avoidance of doubt, this Section 2.10(d) Certificate shall not require that cash and cash equivalents held by the VS Companies immediately prior to the Effective Time be used to repay Indebtedness of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this Agreementthe VS Companies.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Seller; (ii) a ▇b▇▇▇ of sale and assignment and assumption agreement in substantially the form of Exhibit A B hereto (the “▇B▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (iii) an assignment and assumption agreement in substantially the form of Exhibit C hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption Assumed Liabilities; (iv) assignments in substantially the form of Exhibit D hereto (the Assumed Liabilities “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets and the Intellectual Property Licenses to Buyer; (iiv) A sub-lease from Seller with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer for (each, an “Assignment and Assumption of Lease”) and duly executed by Seller and the applicable lessor; (vi) a portion power of the space at Seller’s Tampa office location attorney in substantially the form of Exhibit B executed by Seller; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C E hereto and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) evidence satisfactory to Buyer that all Encumbrances relating to the Fulfillment Assistance Agreement Purchased Assets shall have been released in the form of Exhibit Gfull, duly executed by the Sellerother than Permitted Encumbrances; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (the “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller; (xiiix) Out the certificates of State Affidavit the Secretary or Assistant Secretary of Acceptance; Seller certifying (xiiiA) that attached thereto are true and complete copies of all books resolutions adopted by the board of directors of Seller authorizing the execution, delivery and records related performance of this Agreement and the other Transaction 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, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement, the Purchased AssetsTransaction Documents and the other documents to be delivered hereunder and thereunder; and (xivx) 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 delivery by P▇▇▇▇▇▇▇▇▇ to the Escrow Agent an executed undated stock power covering the P▇▇▇▇▇▇▇▇▇ Escrow Shares. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of Purchase Price less the Purchase PriceEscrow Amount and Supplemental Escrow Amount; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Escrow Agreement in the form of Exhibit A duly executed by Buyer; (viiii) the Sub-Lease in the form of Exhibit B, Assignment and Assumption Agreement duly executed by Buyer; (viiiv) the TSA in the form with respect to each Lease, an Assignment and Assumption of Exhibit C Lease duly executed by Buyer;; and (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xiiv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate that attached thereto are true and complete copies of Organization; (B) manager resolutions, duly all resolutions adopted and in effect, which authorize by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby; (C) incumbency certificate; 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, and (DB) Certificate the names and signatures of Good Standing;the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (xiiic) Out of State Execution Affidavit; and (xiv) such other customary instruments of transferAt the Closing, assumption, filings or documents, as may be required Buyer shall deliver the Escrow Amount and Supplemental Escrow Amount to give effect the Escrow Agent pursuant to this the Escrow Agreement.

Closing Deliverables. (a) At or prior to the Closing, Scotts or Seller shall deliver have delivered, or caused to be delivered, to Buyer the following: (i) a duly executed instruments of transfer of the Conveyed Hawthorne Equity, in favor of B▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A (the “▇▇▇▇ of Sale”) and duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion resignations of the space at Seller’s Tampa office location in the form directors or managers of Exhibit B executed by Sellereach Hawthorne Company pursuant to Section 5.01; (iii) (1) the Transition Services Agreement ( Partial Lien Release Letter, and (2) the “TSA”)in the form of Exhibit C and duly executed by SellerGuaranty Release Letter; (iv) duly completed and executed IRS Form W-9s from each of Seller and the Intellectual Property Assignment Agreement(s) Seller Designee (or, in the form of Exhibit D and duly executed by Sellereach case, if disregarded, from their regarded owner for U.S. federal income tax purposes); (v) a Lock-Up Letter executed by the Assignment of the Manufacturing Agreement Seller Designee in the form of attached hereto as Exhibit E, duly executed by Seller, Manufacturer I (if necessarythe “Lock-Up Letter”), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit FEscrow Agreement, duly executed by S▇▇▇▇▇ and the SellerSeller Designee; (vii) the Fulfillment Assistance consents set forth on Schedule 2.02(a)(vii); (viii) termination instruments evidencing the termination of the agreements and documents set forth on Section 3.20 of the Seller Disclosure Letter, in each case, with no further obligation of the Hawthorne Companies; (ix) the Investor Rights Agreement in the form of attached hereto as Exhibit GJ (the “Investor Rights Agreement”), duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”)Designee; (x) copies of Lallemand SAS Invoice #552380 dated June 9the Designee Certificate, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016duly executed by the Seller Designee; (xi) 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 Internal Revenue Code Warrant Agreement, duly executed by Sellerthe Seller Designee; (xii) Out of State Affidavit of Acceptancethe Contract Manufacturing Agreement, duly executed by The Scotts Company LLC; (xiii) copies of all books and records related to the Purchased AssetsTransition Services Agreement, duly executed by The Scotts Company LLC; (xiv) the Employee Leasing Agreement (U.S.), duly executed by The Scotts Company LLC; (xv) the Employee Leasing Agreement (CDN), duly executed by The Scotts Company LLC; and (xivxvi) such other customary instruments evidence of transfer, assumption, filings or documents, completion of the Seller Pre-Closing Reorganization in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreementaccordance with the terms of Schedule 4. (b) At the Closing, Buyer shall deliver to the Seller (or such other Person as may be specified herein) the following: (i) to the cash portion Seller Designee, evidence of the Purchase PriceClosing Share Payment; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H Escrow Agreement, duly executed by Buyer (each of Vireo and the “Promissory Note”)Escrow Agent; (iii) to an escrow account established by the personal guaranty in Escrow Agent pursuant to the form Escrow Agreement, a number of Exhibit I executed by ▇▇▇▇▇ (Vireo Shares equal to the “Personal Guaranty”)Escrow Share Amount; (iv) a Resignation Letter in to the form of Exhibit J Seller Designee, the Investor Rights Agreement, duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of DirectorsVireo; (v) to the Seller Designee, the Warrant Agreement, duly executed by V▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer▇; (vi) the Sub-Lease in the form of Exhibit BContract Manufacturing Agreement, duly executed by BuyerHawthorne Hydroponics LLC; (vii) the TSA in the form of Exhibit C Transition Services Agreement, duly executed by BuyerHawthorne Hydroponics LLC; (viii) the Intellectual Property Assignment Employee Leasing Agreement in the form of Exhibit D (U.S.), duly executed by Buyer;B▇▇▇▇; and (ix) the Assignment of the Manufacturing Employee Leasing Agreement in the form of Exhibit E(CDN), duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this Agreement▇▇▇▇.

Closing Deliverables. (a) At Subject to the terms and conditions hereof, at the Closing, Seller Parent and the Sellers shall deliver to Buyer the followingBuyer: (i) a ▇▇▇▇ if any Equity Interests are certificated, the certificates representing such Equity Interests being purchased hereunder, accompanied by instruments of sale transfer or assignment endorsed in blank and assignment and assumption agreement in the form of Exhibit A (the “▇▇▇▇ of Sale”) and duly executed by Seller, effecting the assignment to Buyer dated as of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerClosing Date; (ii) A sub-lease from Seller the duly executed partners’ resolution of SPG Netherlands Holdings C.V. granting consent to Buyer for a portion the substitution of the space at Seller’s Tampa office location in two partners of SPG Netherlands Holdings C.V. and adopting the form amended and restated limited partnership agreement of Exhibit B executed by SellerSPG Netherlands Holdings C.V.; (iii) duly executed notarial transfer confirmations with respect to the Transition Services Agreement ( German Equity Interests (to be the last actions taken with respect to the acquisition of the German Equity Interests) and a duly executed sale and transfer agreement between the German Equity Sellers and the applicable Buyer Designee, in each case, in customary form reasonably acceptable to Parent and Buyer (the “TSA”)in the form of Exhibit C German Sale and duly executed by SellerTransfer Agreements”); (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Sellerpowers of attorney and the duly executed notarial share transfer deed with respect to the Dutch Equity Interests in customary form reasonably acceptable to Parent and Buyer; (v) the Assignment of the Manufacturing Agreement duly executed assignment agreement in the form attached as Exhibit B (the “Loan Assignment Agreement”) with respect to the assignment of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyerthe Participations Intercompany Loan; (vi) the Non-Competition and Non-Solicitation Agreement duly executed transition services agreement in the form of attached as Exhibit F, duly executed by C (the Seller“Transition Services Agreement”); (vii) the Fulfillment Assistance Agreement in resignations of all directors and officers of the form IPG Entities that are not continuing as employees or directors of Exhibit Gone or more IPG Entity after Closing from their director and officer position(s), duly executed by the Selleras applicable; (viii) a the closing certificate of the Secretary (or equivalent officer) of Seller certifying Parent as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and provided for in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇Section 8.02(d), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. the duly executed license agreement in the form attached as Exhibit D (the “Fairness OpinionLicense Agreement”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016the duly executed reverse transition services agreement in the form attached as Exhibit E (the “Reverse Transition Services Agreement”); (xi) a certificate duly executed assignment agreement in customary form reasonably acceptable to Parent and Buyer, pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within which Parent and its applicable Subsidiaries will effectuate the meaning of Section 1445 assignment to the applicable IPG Entity of the Internal Revenue Code duly executed by Sellerright to sue for past infringement of Intellectual Property included in the Transferred Assets (the “GSA Assignment Agreement”); (xii) Out a statement in accordance with the requirements of State Affidavit Treasury Regulation Section 1.1445-2(b)(2) from an officer of AcceptanceParent certifying that it is not a “foreign person” as defined in Section 1445(f)(3) of the Code; (xiii) copies to the extent assignable in accordance with the terms thereof without the consent of all books the counterparty thereto, and records solely as it relates to confidential or proprietary information related to the Purchased AssetsBusiness, duly executed assignment agreements effectuating the assignment of each confidentiality agreement entered into by Parent with any third party in anticipation of the potential sale of the Business (a “Third Party Confidentiality Agreement”); (xiv) a certificate from an officer of each Seller (other than Parent) certifying that none of their respective assets are United States real property interests (as defined in Section 897(c)(1) of the Code); and (xivxv) such other customary closing documents and instruments as are typical for transactions of transfer, assumption, filings this kind or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to by this Agreement. (b) At Subject to the terms and conditions hereof, at the Closing, Buyer shall deliver to Seller Parent and the followingSellers: (i) the cash portion of the Preliminary Purchase Price, which Buyer shall pay via wire transfer of immediately available funds to an account or accounts designated by Parent; (ii) the Promissory Note for duly executed Loan Assignment Agreement, Transition Services Agreement, License Agreement, Reverse Transition Services Agreement and the Deferred Purchase Price to Seller in GSA Assignment Agreement and the form of Exhibit H executed by Buyer (the “Promissory Note”)German Sale and Transfer Agreements; (iii) duly executed notarial transfer confirmations with respect to the personal guaranty German Equity Interests in the customary form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”)reasonably acceptable to Parent and Buyer; (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as powers of attorney with respect to the Closing Date, her resignation from Seller’s Board of DirectorsDutch Equity Interests in customary form reasonably acceptable to Parent and Buyer; (v) the ▇▇▇▇ closing certificate of Sale and Assignment and Assumption Agreement Buyer as provided for in the form of Exhibit A duly executed by Buyer;Section 8.03(c); and (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary closing documents and instruments as are typical for transactions of transfer, assumption, filings this kind or documents, as may be required to give effect to by this Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A K hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the Tangible Personal Property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit L hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerLiabilities; (iiiii) A sub-lease from Seller with respect to Buyer for ML&P Plant 2/ML&P Plant 2A, a portion of the space at Seller’s Tampa office location special warranty deed in the form of Exhibit B M hereto (with an accompanying agreement to be entered into by Buyer and Seller effective as of the Closing to set forth the terms upon which Seller may access the Plant 2A Mural following the Closing on mutually acceptable terms and conditions), and with respect to each other parcel of Owned Real Property, a quitclaim deed in form of Exhibit N hereto (each, a “Deed”) and duly executed and acknowledged by Seller; (iiiiv) with respect to each Lease, an Assignment and Assumption of Lease in form and substance reasonably satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) and duly executed and acknowledged by Seller; (v) with respect to the Other Real Property Interests (other than any easements appurtenant to any Owned Real Property), one or more assignments in Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. form and substance reasonably satisfactory to Buyer (each, a “Real Property Interest Assignment”) and duly executed and acknowledged by Seller; (vi) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and BRU Transfer Documents duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the SellerSeller Closing Certificate; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good StandingFIRPTA Certificate; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”certificates of the Clerk of Seller required by Section 7.02(j) and Section 7.02(k); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) such other customary instruments of assignment, transfer, assumption, conveyance, filings or documentsdocuments (including transfer of vehicle titles), in form and substance reasonably satisfactory to BuyerBuyer and Seller, as may be required to give effect to this Agreement; and (xi) such other agreements, consents, documents, instruments and writings as are required to be delivered by Seller at or prior to the Closing pursuant to this Agreement or the Ancillary Documents. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of Purchase Price paid in the Purchase Pricemanner set forth in Section 2.07; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (viiii) the Sub-with respect to each Lease, an Assignment and Assumption of Lease in the form of Exhibit B, duly executed by Buyer; (viiiv) the TSA in the form of Exhibit C BRU Transfer Documents duly executed by Buyer; (viiiv) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by BuyerBuyer Closing Certificate; (ixvi) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate certificates of the Secretary (or equivalent officer) Assistant Secretary of Buyer certifying as to its: (Arequired by Section 7.03(g) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution AffidavitSection 7.03(h); and (xivvii) such other customary instruments of transferagreements, assumption, filings or documents, instruments and writings as may be are required to give be delivered by Buyer at or prior to the Closing pursuant to this Agreement of the Ancillary Documents. (c) The parties hereto anticipate that all of the conditions set forth in ARTICLE VII other than the funding described in this Section 3.02(c) shall be satisfied on a date that is mutually agreed by the parties hereto (the “Documentation Closing Date”). On the Documentation Closing Date, the parties hereto shall have delivered all documentation required by ARTICLE VII to be delivered at or prior to the Closing, to be 28 Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. held in escrow until the delivery of the Upfront Payment to Seller on a date that is no sooner than twenty (20) days following the Documentation Closing Date (such date, the “Financial Closing Date”). On the Financial Closing Date, a portion of the Upfront Payment together with any other funds of Seller to the extent necessary shall be deposited into the applicable bond fund under the Trust Agreements and other documents related to the Closing Debt in accordance with the provisions related to the disposition of the system and defeasance/redemption provisions of the Trust Agreements and other documents pursuant to which such Closing Debt was issued in an amount that shall be sufficient to pay and redeem the Closing Debt (“Bond Release Consideration”). The sufficiency of such deposit of monies and the amount of the Bond Release Consideration shall be verified by an independent certified public accountant, acting as an expert and not an arbitrator, that is acceptable to Buyer and Seller. Seller shall cause irrevocable instructions to be given on or prior to the Financial Closing Date to the trustees under and in accordance with the Trust Agreements, and there shall be delivered to Buyer and Seller on or prior to the Closing Date opinions of bond counsel to Seller, in a form satisfactory to Buyer and Seller, to the effect that the pledge of the pledged revenues, and all covenants, agreements and obligations of Seller to the holders of the Closing Debt, and all liens, benefits or security under the Closing Debt, have thereupon ceased, terminated and become void, discharged and satisfied upon deposit of the Bond Release Consideration at the Financial Closing Date as aforesaid and that the actions contemplated by this Agreement will not have an adverse effect on the tax-exempt status of the Closing Debt. Any Bond Release Consideration and interest earned thereon not used to repay or defease Closing Debt shall be paid over to Seller. For the avoidance of doubt, except as set forth in this Section 3.02(c), the Financial Closing Date shall be the Closing Date under this Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Seller; (ii) a ▇b▇▇▇ of sale in a customary form to be reasonably agreed by Buyer and Seller (the “B▇▇▇ of Sale”), duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (iii) an assignment and assumption agreement in a customary form to be reasonably agreed by Buyer and Seller (the “Assignment and Assumption Agreement”), duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iv) a lease agreement in a customary form to be reasonably agreed by Buyer and Seller (the “Lease Agreement”), duly executed by Seller, pursuant to which Buyer shall lease from Seller a portion of the real property owned by Seller and located at 1▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, New Haven, Connecticut; (v) a license agreement in a customary form to be reasonably agreed by Buyer and Seller (the “License Agreement”), duly executed by Seller, pursuant to which Buyer shall grant Seller a perpetual, worldwide, royalty-free, fully paid-up license to use, transfer and sublicense the Intellectual Property set forth in Section 3.02(a)(v) of the Disclosure Schedules; (vi) a transition services agreement substantially in the form of Exhibit A (the “▇▇▇▇ of Sale”) and duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit EAgreement”), duly executed by Seller, Manufacturer (if necessary), pursuant to which Seller shall provide Buyer with certain transition services on the terms and Buyer; (vi) subject to the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Sellerconditions thereof; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the SellerSeller Closing Certificate; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good StandingFIRPTA Certificate; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 certificates of the Internal Revenue Code duly executed Secretary or Assistant Secretary of Seller required by Seller; (xiiSection 7.02(e) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased AssetsSection 7.02(f); and (xivx) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase PriceClosing Amount; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H Escrow Agreement duly executed by Buyer (the “Promissory Note”)Buyer; (iii) the personal guaranty in the form of Exhibit I Assignment and Assumption Agreement duly executed by ▇▇▇▇▇ (the “Personal Guaranty”)Buyer; (iv) a Resignation Letter in the form of Exhibit J License Agreement duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of DirectorsBuyer; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Lease Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, Transition Services Agreement duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer;Buyer Closing Certificate; and (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate certificates of the Secretary (or equivalent officer) Assistant Secretary of Buyer certifying as to its: (Arequired by Section 7.03(f) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing;Section 7.03(h). (xiiic) Out of State Execution Affidavit; and (xiv) such other customary instruments of transferAt the Closing, assumption, filings or documents, as may be required Buyer shall deliver the Escrow Amount to give effect the Escrow Agent pursuant to this the Escrow Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a bill of sale in substantially the form of Exhibit A hereto (the “Bill of Sale”) and duly executed by S▇▇▇▇ of sale and ▇▇, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in substantially the form of Exhibit A B hereto (the “▇▇▇▇ of SaleAssignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerLiabilities; (iii) the Transition Services Agreement ( the “TSA”)in an assignment in substantially the form of Exhibit C hereto (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) the Intellectual Property with respect to each Lease, an Assignment Agreement(sand Assumption of Lease in form and substance satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) in the form of Exhibit D and duly executed by Seller; (v) a good standing certificate (or its equivalent) for Seller from the Assignment Secretary of State of the Manufacturing Agreement in State of California dated as of a date not earlier than five (5) Business Days prior to the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and BuyerClosing; (vi) a copy of (i) the Non-Competition articles of incorporation (together with any and Non-Solicitation Agreement in the form all amendments thereto) of Exhibit FSeller, duly executed certified by the Secretary of State of the State of California, (ii) the bylaws (together with any and all amendments thereto) of Seller, and (iii) resolutions of Seller’s board of directors and shareholders approving this Agreement and the transactions contemplated by this agreement, accompanied by a certificate of an authorized officer of Seller, dated as of the Closing, stating that no amendments have been made to such articles of incorporation or bylaws except as provided in such attachments, and that the aforementioned resolutions are true and correct; (vii) the Fulfillment Assistance Agreement in the form of Exhibit Gan IRS Form W-9, duly d▇▇▇ completed and executed by S▇▇▇▇▇ and dated as of the SellerClosing Date, which shall be in full force and effect as of the Closing; (viii) a certificate payoff letter from each Person to whom any Closing Indebtedness is payable or due at Closing (including, without limitation, all Indebtedness under the SBA Loans) that lists all obligations of Seller to such Person and in which such Person (i) agrees that payment of such amounts will satisfy all outstanding obligations of Seller, and (ii) agrees that all Encumbrances on the properties or assets of Seller with respect to such Closing Indebtedness will automatically be released upon the satisfaction of the Secretary conditions in such letter and authorizes Seller or its designee to prepare and file the applicable documents and take any other actions reasonably necessary to evidence such releases; (each, a “Payoff Letter”), together with an IRS Form W-9 or applicable IRS Form W-8, duly completed and executed by each such Person and dated as of the Closing Date, which shall be in full force and effect as of the Closing; (ix) evidence reasonably satisfactory to Buyer of release (or equivalent officerrelease in due course) of Seller certifying as all Encumbrances on the Purchased Assets; (x) evidence reasonably satisfactory to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions Buyer of the Special Committee consent or approval of, and the giving of the board of directorsall notices to, duly adopted and those parties whose consent or approval is required, or who are entitled to notice, in effect, which authorize the connection with each Seller’s execution, delivery and performance of this Agreement and the Transaction Documents to which such Seller is a party, and the consummation of the transactions contemplated hereby; (D) resolutions hereby and thereby, including each of the board consents of directors and notices to the parties listed on Schedule 3.02(a)(x); (xi) an offer letter with respect to each Key Employee in substantially the exception form of Exhibit D hereto (each a “Key Employee Offer Letter”), duly executed by each such Key Employee; (xii) an executive employment agreement with S▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. in substantially the form of Exhibit E hereto (the “Fairness OpinionG▇▇▇▇▇▇▇▇ Employment Agreement”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of AcceptanceS▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (xiii) a Non-Competition and Non-Solicitation Agreement with respect to S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in substantially the form of Exhibit F hereto (each a “Non-Competition Agreement and Non-Solicitation Agreement”), duly executed by S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (xiv) copies of proprietary information and invention assignment agreements with respect to all books and records related Persons involved directly or indirectly since January 1, 2017 in the development of any material Seller Intellectual Property used in the Business and/or the Intellectual Property Assets; (xv) at least two (2) days prior to Closing, the Seller shall have delivered to Buyer the Estimated Closing Statement contemplated in Section 2.08(a)(i). (xvi) the Closing Certificate duly executed by an authorized officer of the Seller; (xvii) a draft name change amendment, which Seller would file with the California Secretary of State following the Closing in accordance with Section 6.10; (xviii) an invoice from each advisor or other service provider of the Seller (other than any employee, director or officer of the Seller), in each case dated no more than two (2) days prior to the Purchased AssetsClosing Date, with respect to all Seller Transaction Expenses estimated to be due and payable to such advisor or other service provider as of the Closing Date; and (xivxix) 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. (b) At the Closing, Buyer shall deliver to or on behalf of Seller the following: (i) (A) the cash portion Closing Cash Consideration less the Indemnification Holdback Amount by wire transfer of immediately available funds to the Purchase Pricepayees and accounts designated in writing by Seller to Buyer and (B) the Note; (ii) the Promissory Note for the Deferred Purchase Price To each Person to Seller whom any Closing Indebtedness is payable or due at Closing as set forth in the form Closing Certificate, the amount of Exhibit H executed the Closing Indebtedness set forth thereon (including, without limitation, all Indebtedness under the SBA Loans), by Buyer (the “Promissory Note”)wire transfer of immediately available funds; (iii) the personal guaranty in the form of Exhibit I Assignment and Assumption Agreement duly executed by B▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form with respect to each Lease, an Assignment and Assumption of Exhibit J Lease duly executed by B▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the Note, duly executed by B▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer▇; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit FAgreement, duly executed by BuyerB▇▇▇▇; (xivii) the Fulfillment Assistance Agreement in Key Employee Offer Letters, each duly executed by B▇▇▇▇; (viii) the form of Exhibit G▇▇▇▇▇▇▇▇ Employment Agreement, duly executed by Buyer;B▇▇▇▇; and (xiiix) a certificate resolutions of the Secretary Buyer’s board of directors and stockholders (or equivalent officeras applicable) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of approving this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to by this Agreementagreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A B attached hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the Tangible Personal Property included in the Purchased Assets to Buyer; (ii) an Intellectual Property Assignment Agreement in the form of Exhibit C attached hereto (the “Intellectual Property Assignment Agreement”) and duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller;Company Intellectual Property (iii) the Transition The Management Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D attached hereto (the “Management Services Agreement”) and duly executed by Seller, whereby ▇▇. ▇▇▇▇▇▇▇ agrees to render certain services to Buyer after the Closing; (iv) a Lease for the Property in the form of Exhibit E attached hereto (the “Lease”) and duly executed by, duly executed by ▇▇▇▇▇▇▇ Properties of Fla Inc., the owner of the Property; (v) tax clearance certificates from the Assignment 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 Manufacturing Agreement payment in full or other satisfaction of any Taxes owed by Seller in the form State of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and BuyerFlorida; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted directors and in effectthe shareholders of Seller, which authorize the execution, delivery delivery, and performance of this Agreement and Agreement, the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ of Sale, the Intellectual Property Assignment Agreement and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇)the other agreements, duly adopted instruments, and documents required to be delivered in effectconnection with this Agreement or at the Closing (collectively, which authorize the execution“Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, delivery and performance (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standingother Transaction Documents; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xivii) 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 Internal Revenue Code President of the Company certifying that (i) the representations and warranties of Seller contained in ARTICLE III of this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant thereto are true and correct in all respects on and as of the date hereof (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), and (ii) Seller has duly executed performed and complied in all material respects with all agreements, covenants and conditions required by Seller;the Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date. (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xivviii) such other customary instruments of transfer, transfer or assumption, filings 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 followingshall: (i) pay Seller the cash portion balance of the Purchase Price, after crediting the full amount of the Deposit, by wire transfer in immediately available funds; (ii) deliver the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H Management Services Agreement duly executed by Buyer (the “Promissory Note”);Buyer; and (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit BLease, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, Seller Sellers shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A D hereto (the “▇▇▇▇ of Sale”) and duly executed by SellerSellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit E hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by SellerLiabilities; (iv) the Intellectual Property Assignment Agreement(swith respect to each parcel of Owned Real Property, a general warranty deed in form and substance satisfactory to Buyer (each, a "Deed") in the form of Exhibit D and duly executed and notarized by the applicable Seller; (v) the with respect to each Lease, an Assignment and Assumption of the Manufacturing Agreement in the form of Exhibit ELease, duly executed by Sellera Seller or an Affiliate of Sellers, Manufacturer (if necessary), and Buyeras applicable; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the SellerThird Party Landlord Consents; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the SellerSeller Closing Certificate; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good StandingFIRPTA Certificate; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”certificates required by Section 7.02(i) and Section 7.02(j); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) such other customary instruments of transfer, assumptioninstruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver deliver, or cause its designated Affiliate to Seller deliver, to Sellers the following: (i) the cash portion of the Purchase PriceClosing Payment; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Escrow Agreement in the form of Exhibit A duly executed by Buyer; (viiii) the Sub-Lease in the form Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Exhibit BBuyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumptioninstruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 have been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Parent and/or Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A C hereto (the “▇▇▇▇ of Sale”), duly executed by Seller, transferring the Tangible Personal Property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit D hereto (the “Assignment and Assumption Agreement”), duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerLiabilities; (iii) with respect to each Lease included in the Transition Services Agreement ( the Purchased Assets, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each, an “TSA”)in the form Assignment and Assumption of Exhibit C and Lease”), duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) Transition Services Agreement in the form of Exhibit D and E hereto (the “Transition Services Agreement”), duly executed by Seller; (v) the Assignment copies of the Manufacturing Agreement in the form of Exhibit Eapprovals, duly consents and waivers executed by Seller, Manufacturer (if necessarythe customers of the Business required under Section 7.02(a), and Buyer; (vi) evidence satisfactory to Buyer that all Encumbrances relating to the Non-Competition and Non-Solicitation Agreement Purchased Assets have been released in the form of Exhibit Ffull, duly executed by the Sellerother than Permitted Encumbrances; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Parent and Seller certifying as to its: (A) the Articles that attached thereto are true and complete copies of Incorporation; (B) Bylaws; (C) all resolutions of the Special Committee of adopted by the board of directors, duly adopted directors of each of Parent and in effect, which authorize Seller authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions other Transaction Documents and the consummation of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; 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, and (FB) Certificate the names and signatures of Good Standingthe officers of each of Parent and Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xiviii) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xivix) such other customary instruments of transfer, transfer or assumption, filings filings, agreements or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this AgreementAgreement or reasonably requested by Buyer. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase Price; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit BAgreement, duly executed by Buyer; (viiiii) the TSA with respect to each Lease included in the form Purchased Assets, an Assignment and Assumption of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit ELease, duly executed by Buyer; (xiv) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit FTransition Services Agreement, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xiiv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate that attached thereto are true and complete copies of Organization; (B) manager resolutions, duly all resolutions adopted and in effect, which authorize by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby; (C) incumbency certificate; 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, and (DB) Certificate the names and signatures of Good Standing; (xiii) Out the officers of State Execution AffidavitBuyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; and (xivvi) such other customary instruments of transfer, transfer or assumption, filings filings, agreements or documents, in form and substance reasonably satisfactory to Parent or Seller, as may be required to give effect to this AgreementAgreement or reasonably requested by Parent or Seller.

Closing Deliverables. (a) At the Closing, Seller the Company shall deliver to Buyer the Purchaser the following: (i) a ▇b▇▇▇ of sale and sale, assignment and assumption agreement in form and substances satisfactory to the form of Exhibit A Purchaser (the “▇B▇▇▇ of Sale”) and duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerCompany; (ii) A sub-lease from Seller an intellectual property assignment in form and substance satisfactory to Buyer for a portion of the space at Seller’s Tampa office location in Purchaser (the form of Exhibit B “IP Assignment”) and duly executed by Sellerthe Company; (iii) a consulting agreement between Schaudies and the Transition Services Agreement ( Purchaser (the “TSA”)in the form of Exhibit C and Shareholder Consulting Agreement”), duly executed by SellerSchaudies; (iv) a consulting agreement between R▇▇▇▇▇ Francisco (“Francisco”) and the Intellectual Property Assignment Agreement(s) in Purchaser (the form of Exhibit D and “Francisco Consulting Agreement”), duly executed by SellerFrancisco; (v) intellectual property assignments from each of Schaudies, D▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“R▇▇▇▇▇▇▇”), and F▇▇▇▇▇▇▇ (collectively, the Assignment of the Manufacturing Agreement in the form of Exhibit E“Employee IP Assignments”), duly executed by Sellereach of Schaudies, Manufacturer (if necessary)Robinson, and BuyerF▇▇▇▇▇▇▇; (vi) the Non-Competition and Non-Solicitation Agreement a Selling Stockholder Questionnaire, as set further described in the form of Exhibit F, duly executed by the SellerSection 6.8; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller the Company certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted directors and in effectthe shareholders of the Company, which authorize the execution, delivery delivery, and performance of this Agreement, the B▇▇▇ of Sale, the Shareholder Consulting Agreement, Francisco Consulting Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (other agreements, instruments, and documents required to be delivered in connection with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement or at the Closing (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated hereby; (E) incumbency certificate; hereby and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assetsthereby; and (xivviii) such other customary instruments of transfer, transfer or assumption, filings filings, or documents, in form and substance reasonably satisfactory to Buyerthe Purchaser, as may be required to give effect to the transactions contemplated by this Agreement. (b) At the Closing, Buyer the Purchaser shall deliver to Seller the Company the following: (i) a stock certificate representing the cash portion of Unrestricted Shares (or a book-entry statement if the Purchase PriceUnrestricted Shares are to be issued in book-entry form); (ii) a stock certificate representing the Promissory Note for Restricted Shares (or a book-entry statement if the Deferred Purchase Price Restricted Shares are to Seller be issued in the form of Exhibit H executed by Buyer (the “Promissory Note”book-entry form); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇B▇▇▇ (of Sale, duly executed by the “Personal Guaranty”)Purchaser; (iv) a Resignation Letter in the form of Exhibit J IP Assignment, duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of DirectorsPurchaser; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A Shareholder Consulting Agreement, duly executed by Buyerthe Purchaser; (vi) the Sub-Lease in the form of Exhibit BFrancisco Consulting Agreement, duly executed by Buyer;the Purchaser; and (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer the Purchaser certifying as to its: (A) Certificate the resolutions of Organization; (B) manager resolutions, duly adopted and in effectthe board of directors of the Purchaser, which authorize the execution, delivery delivery, and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby; (C) incumbency certificate; hereby and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this Agreementthereby.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of attached hereto as Exhibit A B (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerLiabilities; (iii) intellectual property assignments in the Transition Services Agreement ( form attached hereto as Exhibit D (the “TSA”)in the form of Exhibit C Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) the Intellectual Property Assignment Agreement(s) an internet domain name assignment in the form of attached hereto as Exhibit D E (an “Internet Domain Name Assignment”) and duly executed by Seller; (v) the Assignment of the Manufacturing Escrow Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), Seller and Buyerthe Escrow Agent; (vi) the Nonan independent contractor agreement or a non-Competition competition and Nonnon-Solicitation Agreement in the form of Exhibit Fsolicitation agreement, selected at each Key Employee’s option, duly executed by each Key Employee, in the Sellerform attached hereto as Exhibit G or Exhibit H, respectively; (vii) the Fulfillment Assistance Agreement in the form of Exhibit Ga non-competition and non-solicitation agreement, duly executed by each Person that owns 10% or more of the capital stock of Seller, in the form attached hereto as Exhibit H; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good StandingClosing Certificate; (ix) a fairness opinion A letter from ▇▇▇▇▇▇▇ Securities Inc. (Duke University indicating all amounts owed to it by Seller as of the “Fairness Opinion”)Closing and payoff letters related to all loans and equipment leases secured by any of the Purchased Assets, including the BioArchive Lease; (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016the FIRPTA Certificate; (xi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 certificates of the Internal Revenue Code duly executed Secretary or Assistant Secretary of Seller required by Seller; (xiiSection 7.02(k) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased AssetsSection 7.02(l); and (xivxii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be reasonably required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase PricePrice by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer; (ii) the Promissory Note for Shares, less the Deferred Purchase Price Shares to Seller in the form of Exhibit H executed be held back as contemplated by Buyer (the “Promissory Note”)Section 2.05; (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (iv) the Escrow Agreement duly executed by Buyer and the Escrow Agent; (v) the Buyer Closing Certificate; (vi) the Sub-Lease in certificates of the form Secretary or Assistant Secretary of Exhibit B, duly executed Buyer required by Buyer;Section 7.03(h) and Section 7.03(i); and (vii) the TSA in the form Florida Annual Resale Certificate for State of Exhibit C duly executed by Buyer; Florida (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this AgreementDR-13).

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇b▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit EXHIBIT A (the “▇B▇▇▇ of Sale”) duly executed by Seller, transferring the Equipment and Lab Documents to Buyer; (ii) an assignment of intellectual property in the form of EXHIBIT B (the “Patent Assignment”) and duly executed by Seller, effecting the assignment to Buyer transferring all of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location right, title, and interest in and to the form of Exhibit B executed by SellerAcquired Patents to Buyer; (iii) the Transition Services Agreement ( complete prosecution files, including original granted patents, for all Acquired Patents in such form and medium as requested by Buyer, andall such other documents, correspondence, and information as are reasonably requested by Buyer to register, prosecute to issuance, own, enforce, or otherwise use the “TSA”)in Acquired Patents, including any maintenance fees due and deadlines for actions to be taken concerning prosecution and maintenance of all Acquired Patents in the form of Exhibit C and duly executed by Seller90 day period following the date hereof; (iv) the Intellectual Property Assignment Agreement(s) Consulting Agreement, by and between Seller and Buyer, in the form of Exhibit D and duly executed by Seller; EXHIBIT C (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E“Consulting Agreement”), duly executed by Seller, Manufacturer (if necessary), Seller and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”)▇; (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xiv) 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 Internal Revenue Code duly executed by Seller; (xiivi) Out a certificate of State Affidavit the Secretary or Assistant Secretary (or equivalent officer) of Acceptance;Seller certifying as to (A) the resolutions of the board of directors of Seller, duly adopted and in effect, which authorize the execution, delivery, and performance of this Agreement and the transactions contemplated hereby, (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder, and (C) the resolutions of the shareholders of Seller, which approve this Agreement and the transaction set forth in this Agreement; and, (xiii) copies of all books and records related to the Purchased Assets; and (xivvii) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase PriceClosing Payment; (ii) the Promissory Note for the Deferred Purchase Price to Seller a certificate in the form name of Exhibit H executed by Buyer (the “Promissory Note”);Seller evidencing 80,000 Purchase Shares; and, (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Consulting Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, Seller the Vendor Parties shall deliver to Buyer the Purchaser the following: (i) the Escrow Agreement duly executed by the Vendor; (ii) a ▇▇▇▇ of sale and assignment and assumption agreement general conveyance in the form of Exhibit A agreed to by the parties (the “▇▇▇▇ of SaleSale and General Conveyance”) and duly executed by Sellerthe Vendor, transferring the Tangible Personal Property included in the Purchased Assets to the Purchaser; (iii) an assignment and assumption agreement in the form agreed to by the parties (the “Assignment and Assumption Agreement”) duly executed by the Vendor, effecting the assignment to Buyer and assumption by the Purchaser of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by SellerLiabilities; (iv) the Intellectual Property Assignment Agreement(s) an assignment in the form of Exhibit D and agreed to by the parties (the “IP Assignments”) duly executed by Sellerthe Vendor, transferring all of the Vendor’s right, title and interest in and to the IP Assets to the Purchaser; (v) with respect to the Assignment Third-party Lease in respect of the Manufacturing Agreement Vendor’s facility located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, an Assignment and Assumption of Lease in form and substance satisfactory to the form Purchaser (the “Assignment and Assumption of Exhibit E, Lease”) duly executed by Seller, Manufacturer (if necessary), the Vendor and Buyerthe landlord; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, Related Party Leases duly executed by the SellerRelated Parties; (vii) the Fulfillment Assistance Agreement supply agreement in the form agreed to by the parties (the “Supply Agreement”) duly executed by Vendor; (viii) the Key Employee Agreements duly executed by each of Exhibit Gthe applicable Employees; (ix) a copy of the signed agreement between the Vendor and its subcontractor, Tangent Wall, in respect of the services provided by such subcontractor at the Vendor’s facility located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇; (x) the Tax elections required by Section 6.12 duly executed by the SellerVendor; (viiixi) a certificate of status (or its equivalent) for the Vendor from the Director appointed under the Business Corporations Act (Ontario) or similar Governmental Authority of the jurisdiction under the Laws in which the Vendor is incorporated; (xii) a certificate of the Secretary (or equivalent officer) of Seller the Vendor certifying as to its: (A) that attached thereto are true and complete copies of all resolutions passed by the Articles board of Incorporation; (B) Bylaws; (C) directors of Vendor and all resolutions of the Special Committee shareholders of the board of directors, duly adopted and in effect, which authorize Vendor authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions other Transaction Documents and the consummation of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; hereby and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (thereby, and that all such resolutions are in full force and effect and are all the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 resolutions adopted in connection with the transactions contemplated hereby and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptancethereby; (xiii) copies a certificate of the Secretary (or equivalent officer) of the Vendor certifying the names and signatures of the officers of Vendor authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; (xiv) all Material Consents; (xv) written evidence, in form satisfactory to the Purchaser, acting reasonably, of the release in full of all books and records related Encumbrances relating to the Purchased Assets, other than Permitted Encumbrances; and (xivxvi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyerthe Purchaser, as may be required to give effect to this Agreement. (b) At the Closing, Buyer the Purchaser shall deliver to Seller the Vendor Parties the following: (i) the cash portion of Estimated Purchase Price less the Purchase PriceEscrow Amount; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H Escrow Agreement duly executed by Buyer (the “Promissory Note”)Purchaser; (iii) the personal guaranty in the form of Exhibit I Assignment and Assumption Agreement duly executed by ▇▇▇▇▇ (the “Personal Guaranty”)Purchaser; (iv) a Resignation Letter in the form with respect to each Third-party Lease, an Assignment and Assumption of Exhibit J Lease duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of DirectorsPurchaser; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A Related Party Leases duly executed by Buyerthe Purchaser; (vi) the Sub-Lease in the form of Exhibit B, Supply Agreement duly executed by BuyerPurchaser; (vii) the TSA in the form of Exhibit C Key Employee Agreements duly executed by Buyerthe Purchaser; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D Tax elections required by Section 6.12 duly executed by Buyerthe Purchaser; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer the Purchaser certifying as to its: (A) Certificate that attached thereto are true and complete copies of Organization; (B) manager resolutions, duly adopted and in effect, which authorize all resolutions passed by the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby; (C) incumbency certificate; hereby and (D) Certificate of Good Standingthereby, 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; (xiiix) Out a certificate of State Execution Affidavitthe Secretary (or equivalent officer) of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; (xi) a certificate of status (or its equivalent) for the Purchaser from the Director appointed under the Business Corporations Act (Ontario); and (xivxii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Vendor Parties, as may be required to give effect to this Agreement. (c) At the Closing, the Purchaser shall deliver the Escrow Amount to the Escrow Agent in accordance with the Escrow Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver Buyer and Parent, as applicable, will make the payments specified in Section 3.01 (subject to Buyer the followingapplicable adjustments and holdbacks) and will deliver, or cause to be delivered: (i) a ▇▇▇▇ of sale an Assignment and assignment and assumption agreement Assumption Agreement in the form of Exhibit A B hereto (the “▇▇▇▇ of SaleAssignment and Assumption Agreement”) and ), duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location Employment Agreements in the form of Exhibit B executed by Seller; C hereto (iii) the Transition Services Agreement ( the “TSA”)in the form Employment Agreements”) with each of Exhibit C and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇Ou (the “Designated Employees”), each duly executed by Buyer; (iii) a Lockup Agreement in the form of Exhibit D hereto (the “Lockup Agreement”), duly adopted executed by Parent; (iv) a Registration Rights Agreement in the form of Exhibit E hereto (the “Registration Rights Agreement”), duly executed by Parent; (v) a Subordination Agreement in the form of Exhibit F hereto (the “Subordination Agreement”), duly executed by Buyer and in effectPR; (vi) a certificate duly executed by an officer of Buyer, which authorize dated as of the Closing Date, attaching and certifying on behalf of Buyer (A) the certificate or articles of incorporation or formation, bylaws, company agreement, partnership agreement or other organizational documents of Buyer, and (B) the resolutions of the board of directors (or other appropriate governing body) of Buyer authorizing the execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents executed by Buyer in connection with the transaction contemplated by this Agreement; (C) that the resolutions set forth in clause (B) are in full force and effect as of the Closing Date and are the only resolutions adopted by the governing body of Buyer relating to the transactions contemplated hereby; (E) incumbency certificateby this Agreement; and (FD) Certificate the names and signatures of Good Standingthe officers of Buyer and Parent who are authorized to sign this Agreement and the other Transaction Documents to be delivered hereunder or in connection with the transactions contemplated by this Agreement; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xivii) 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 Internal Revenue Code duly executed by Seller; (xiian officer of Buyer, dated as of the Closing Date, certifying that each of the conditions set forth in Section 7.03(a) Out of State Affidavit of Acceptance; (xiiiand Section 7.03(a) copies of all books and records related to the Purchased Assetshave been satisfied; and (xivviii) such other customary documents and instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required by any other provision of this Agreement or as may reasonably be required to give effect to this Agreementconsummate the transactions contemplated hereby. (b) At the Closing, Buyer shall deliver Seller will deliver, or cause to Seller the followingbe delivered, to Buyer: (i) Third party consents required for the cash portion assignment of all Material Contracts or otherwise required in connection with the Purchase Priceexecution, delivery and performance by Seller and Owners of this Agreement and the other Transaction Documents; (ii) Lien waivers and consents of assignments of the Promissory Note for Leases, if necessary, from the Deferred Purchase Price to Seller in respective landlords of the form of Exhibit H executed by Buyer (the “Promissory Note”)Leases; (iii) payoff letters with respect to any creditors of Seller containing the personal guaranty in amount owed by Seller to each and the form wire transfer or other payment information relating to such obligations, and any authorizations as may be necessary for Buyer to remit any such amounts on behalf of Exhibit I executed by ▇▇▇▇▇ Seller and release any Encumbrance securing such obligations (the “Personal GuarantyPayoff Letters”); (iv) written evidence of the release of all Encumbrances affecting the Purchased Assets in form and substance satisfactory to Buyer in its sole discretion; (v) a Resignation Letter properly completed certificate for Seller in form and substance required by Treasury Regulations Section 1.1445-2(b) dated as of the Closing Date stating that Seller and each Owner is not a foreign person; (vi) a ▇▇▇▇ of Sale in the form of Exhibit J G hereto (“▇▇▇▇ of Sale”), duly executed by ▇▇▇▇▇Seller; (vii) documents of transfer for any of the Purchased Assets that are subject to specific transfer requirements under applicable Law, making effectiveduly executed by Seller; (viii) the Assignment and Assumption Agreement, affecting the assignment to Buyer of the Assigned Contracts, duly executed by Seller; (ix) the Employment Agreements, duly executed by the Designated Employees; (x) the Lockup Agreement, duly executed by each Owner; (xi) the Registration Rights Agreement, duly executed by each Owner; (xii) the Subordination Agreement, duly executed by Seller and each Owner; (xiii) a certificate duly executed by an officer of Seller, dated as of the Closing Date, her resignation from Seller’s Board attaching and certifying on behalf of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: such Seller (A) Certificate the certificate or articles of Organization; incorporation or formation, bylaws, company agreement, partnership agreement or other organizational documents of Seller, (B) manager resolutions, duly adopted and in effect, which authorize the resolutions of the board of directors (or other appropriate governing body) of Seller authorizing the execution, delivery and performance by Seller of this Agreement and the transactions other Transaction Documents executed by Seller in connection with the transaction contemplated herebyby this Agreement; (C) incumbency certificatethe resolutions of the members of Seller authorizing the execution, delivery and performance by Seller of this Agreement and the other Transaction Documents executed by Seller in connection with the transaction contemplated by this Agreement; (D) that the resolutions set forth in clause (B) and clause (C) are in full force and effect as of the Closing Date and are the only resolutions adopted by the governing body and owners of Seller relating to the transactions contemplated by this Agreement; and (DE) Certificate the names and signatures of Good Standingthe officers of Seller who are authorized to sign this Agreement and the other Transaction Documents to be delivered hereunder or in connection with the transactions contemplated by this Agreement; (xiiixiv) Out a certificate duly executed by an officer of State Execution AffidavitSeller, dated as of the Closing Date, certifying that each of the conditions set forth in Section 7.02(b), Section 7.02(c), and Section 7.02(d) have been satisfied; and (xivxv) such other customary documents and instruments of transfer, assumption, filings or documents, as may be required by any other provision of this Agreement or as may reasonably be required to give effect to this Agreementconsummate the transactions contemplated hereby.

Closing Deliverables. (a) At the Closing, Seller shall deliver to the Buyer Parties the following: (i) a ▇▇▇▇ one or more bills of sale in substantially the form of Exhibit A hereto (the “Bills of Sale”), duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer Party or the Buyer Parties designated by Monaco; (ii) one or more assignments in substantially the form of Exhibit B hereto (the “Assignments”), duly executed by Seller, transferring the intangible personal property included in the Purchased Assets to the Buyer Party or the Buyer Parties designated by Monaco; (iii) with respect to the Owned Real Property, a special warranty deed in substantially the form of Exhibit C hereto (the “Deed”), duly executed and assignment notarized by Seller; (iv) with respect to the Lease, an Assignment and assumption agreement Assumption of Lease substantially in the form of Exhibit A D (the “▇▇▇▇ Assignment and Assumption of SaleLease”) and ), duly executed by Seller and, if necessary, Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer’s signature shall be witnessed and/or notarized; (iiv) A sub-lease from Seller the Amendment to Buyer for a portion of the space at Seller’s Tampa office location Promissory Notes in substantially the form of Exhibit B executed by Seller; E hereto (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and Amendment to Notes”), duly executed by Seller; (ivvi) the Intellectual Property Assignment Agreement(s) a Master Marine Services Agreement in substantially the form of Exhibit D and F hereto (the “MMS Agreement”), duly executed by Seller; (vvii) the Assignment of the Manufacturing a Services Agreement in substantially the form of Exhibit EG hereto (the “Services Agreement”), duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate VTC Agreement in substantially the form of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. Exhibit H hereto (the “Fairness OpinionVTC Agreement”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (ix) a lease in substantially in the form of Exhibit I (the “Odyssey Lease-Back Lease”), duly executed by Seller; (x) a First Amendment to Exclusive Marketing and Sales Agreement in substantially the form of Exhibit J hereto (the “Marketing Amendment”), duly executed by Seller; (xi) the Seller Closing Certificate; (xii) Out of State Affidavit of Acceptancethe FIRPTA Certificate; (xiii) copies the certificates of all books the Secretary or Assistant Secretary of Seller required by Section 7.02(e) and records related to the Purchased AssetsSection 7.02(f); and (xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to BuyerMonaco, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer Parties shall deliver to Seller the following: (i) written evidence, in form and substance reasonably acceptable to Seller, that the cash portion of the Purchase PriceAssumed Liabilities have been repaid or otherwise satisfied in full; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H Assignments, duly executed by the appropriate Buyer (the “Promissory Note”)Party or Buyer Parties; (iii) the personal guaranty in the form Assignment and Assumption of Exhibit I Lease, duly executed by ▇▇▇▇▇ (the “Personal Guaranty”)appropriate Buyer Party; (iv) a Resignation Letter in the form of Exhibit J Amendment to Notes, duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of DirectorsMonaco; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A MMS Agreement, duly executed by BuyerMagellan; (vi) the Sub-Lease in the form of Exhibit BServices Agreement, duly executed by BuyerSeascape; (vii) the TSA in the form of Exhibit C VTC Agreement, duly executed by BuyerMagellan; (viii) all promissory notes evidencing the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed Monaco Advances, marked “CANCELLED” by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit EOdyssey Lease-Back Lease, duly executed by BuyerMagellan; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit FMarketing Amendment, duly executed by BuyerMonaco; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by BuyerBuyer Closing Certificate; (xii) a certificate the certificates of the Secretary (or equivalent officer) Assistant Secretary of Buyer certifying as to its: (Arequired by Section 7.03(e) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution AffidavitSection 7.03(f); and (xivxiii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, as may be required to give effect to this Agreement.

Closing Deliverables. (a) At or prior to the ClosingClosing (or, in those cases where a specified period of time before the Closing is indicated in this Agreement, by no later than such time), Seller shall will deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A and substance satisfactory to Buyer and Seller (the “▇▇▇▇ of SaleSale and Assumption Agreement”) and duly executed by Seller, transferring the Purchased Assets to Buyer and effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerLiabilities; (ii) A sub-lease from Seller to Buyer for a portion copies of all consents, approvals, waivers and authorizations set forth in Section 4.02 of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerDisclosure Schedules; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code Code, duly executed by Seller; (xiiiv) Out a certificate of State Affidavit the Secretary or Assistant Secretary (or equivalent officer) of AcceptanceSeller certifying as to the resolutions of the board of directors of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (xiiiv) copies the Key Employee Agreements, duly executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇; (vi) a payoff letter from each lender listed on Exhibit 3.01(b), evidencing the amount of Seller’s indebtedness to such lender as of the Closing Date and providing that, if such aggregate amount so identified is paid to such lender on the Closing Date, such indebtedness will be repaid in full and that all books Encumbrances affecting any real or personal property of Seller will be released; (vii) a transition services agreement (the “Transition Services Agreement”), in form and records related substance satisfactory to the Purchased AssetsBuyer and Seller and duly executed by Seller; and (xivviii) 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. (b) At the Closing, Buyer shall will deliver to Seller the following: (i) to Seller, the cash portion of the Initial Purchase Price; (ii) to each lender listed on Exhibit 3.01(b), the Promissory Note for portion of the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”)Aggregate Payoff Amount listed opposite such lender’s name thereon; (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇to Seller, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in duly executed by Buyer; (iv) to Seller, the form of Exhibit A Transition Services Agreement, duly executed by Buyer; (v) to ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, the Key Employment Agreements, duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit Bto Seller, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate the resolutions of Organization; (B) manager resolutionsthe members, managers or board of directors, as applicable, of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xivvii) to Seller, such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, as may be required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerLiabilities; (iiiii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location assignments in the form of Exhibit B executed by Seller; C hereto (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets and the Intellectual Property Licenses to Buyer; (iv) the Intellectual Property with respect to each Lease, an Assignment Agreement(sand Assumption of Lease in form and substance satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) in the form of Exhibit D and duly executed by Seller; (v) the Assignment executed consent of the Manufacturing Agreement in landlord of the form of Exhibit E, duly executed Spicewood office property to the transactions contemplated by Seller, Manufacturer (if necessary), and Buyerthis Agreement; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xiivii) Out a certificate of State Affidavit the Secretary or an Assistant Secretary (or equivalent officer) of Acceptance; (xiii) Seller certifying that attached thereto are true and complete copies of all books resolutions adopted by the general partner of Seller authorizing the execution, delivery and records related to performance of this Agreement and the Purchased Assetsother Transaction 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; and (xivviii) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase PriceCash Consideration; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (viiii) the Sub-Lease in the form of Exhibit B, Intellectual Property Assignments duly executed by Buyer; (viiiv) the TSA in the form with respect to each Lease, an Assignment and Assumption of Exhibit C Lease duly executed by Buyer;; and (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xiiv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate that attached thereto are true and complete copies of Organization; (B) manager resolutions, duly all resolutions adopted and in effect, which authorize by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby; (C) incumbency certificate; hereby and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) thereby, and that all such other customary instruments of transfer, assumption, filings or documents, as may be required to give resolutions are in full force and effect to this Agreementand are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.

Closing Deliverables. (a) At the Closing, the Seller shall deliver deliver, or cause to be delivered to the Buyer the following: (i) all consents and approvals necessary to effectuate the transfer of the Purchased Assets; (ii) a ▇▇▇▇ bill of sale in a form and substance satisfactory to the Buyer (the “Bill of Sale”) transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) a proprietary rights agreement, in form and substance satisfactory to the Buyer, effecting the assignment to and assumption by the Buyer of all domain names, trade names, trademarks (including common law trademarks), and other proprietary rights included in the Purchased Assets; (iv) an assignment and assumption agreement in a form and substance satisfactory to the form of Exhibit A Buyer (the “▇▇▇▇ of SaleAssignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by the Buyer of the all other Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by SellerLiabilities; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary secretary (or equivalent officer) of the Seller certifying as to its: (A) the Articles accuracy and completeness of Incorporationthe representations and warranties made by the Seller in this Purchase Agreement; and (B) Bylaws; (C) the resolutions of the Special Committee of the board of directorsSeller, duly adopted and in effect, which authorize the execution, delivery and performance of this Purchase Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xivvi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Purchase Agreement. (b) At the Closing, the Buyer shall deliver deliver, or cause to be delivered to the Seller the following: (i) the cash portion of the Purchase Price[Reserved]; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”)[Reserved]; (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary secretary (or equivalent officer) of the Buyer certifying as to its: (A) Certificate the accuracy and completeness of Organizationthe representations and warranties made by the Buyer in this Purchase Agreement; and (B) manager resolutionsthe resolutions of the Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Purchase Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiviv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Seller, as may be required to give effect to this Purchase Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer Buyers the following: (i) the Escrow Agreement duly executed by Seller; (ii) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A B hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to U.S. Buyer; (iii) an assignment and assumption agreement in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by U.S. Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by BuyerLiabilities; (iiiv) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location an assignment in the form of Exhibit B D hereto (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets of the Seller to U.S. Buyer; (iiiv) the Transition Services Agreement ( Assignment and Assumption of China Lease RM 1105 and the “TSA”)in the Assignment and Assumption of China Lease RM 1106, both substantially in form of Exhibit C E hereto (respectively, the “Assignment and Assumption of China Lease RM 1105” and the “Assignment and Assumption of China Lease RM 1106”) and duly executed by Seller; (ivvi) the Intellectual Property Assignment Agreement(s) Transition Services Agreement in the form of Exhibit D F hereto (the “Transition Services Agreement”) and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the SellerSeller Closing Certificate; (viii) a FIRPTA Certificate to each Buyer; (ix) the certificate of the Secretary or Assistant Secretary of Seller required by Section 7.02(j) and Section 7.02(k); (x) the New Lease, duly executed by Seller; (xi) certificates representing the UK Shares (or equivalent officer) indemnities in respect of any lost certificates), and a stock transfer form duly executed by Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions in respect of the Special Committee UK Shares; (xii) an original copy of the board UK Lease; (xiii) minutes of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions meeting of the board of directors (with of the exception UK Subsidiary approving the transfer of its shares to UK Buyer, the appointment of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (▇▇▇▇ as director of the “Fairness Opinion”)UK Subsidiary, the resignation of the director and secretary of the UK Subsidiary and the changes to be made to the UK Subsidiary’s bank mandates, conditional on Closing; (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xixiv) a certificate pursuant letter from Seller confirming that it has ceased to Treasury Regulations Section 1.1445-2(b) that Seller is not be a foreign person registrable relevant legal entity (within the meaning of Section 1445 s 790C of the Internal Revenue Code duly Companies Act 2006) in relation to the UK Subsidiary; (xv) certificate of incorporation, any certificates of incorporation on change of name, the statutory books required to be kept by the Companies ▇▇▇ ▇▇▇▇ written up to the Closing Date, the Companies House authentication code, and, to the extent held by the UK Subsidiary or the Seller, any share certificate books, minute books and any company seal of the UK Subsidiary; (xvi) a power of attorney in the approved terms in respect of the voting and other rights attaching to the UK Shares executed by the Seller; (xiixvii) Out of State Affidavit of Acceptance;an indemnity for a lost share certificate in the form agreed prior to Closing between the Seller and the Buyers duly executed by the Seller (xiii) copies of all books and records related to the Purchased Assets; and (xivxviii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to BuyerBuyers, as may be required to give effect to this Agreement; (xix) evidence of termination of all Business Employees; (xx) letters of resignation from ▇▇▇ ▇▇▇▇▇▇▇▇ from her role as a director of the UK Subsidiary and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ from his role as secretary of the UK Subsidiary; and (xxi) the Minimum Cash by wire transfer of immediately available funds to an account designated in writing by Buyers. (b) At the Closing, Buyer Buyers shall deliver to Seller the following: (i) the cash portion Purchase Price less the Indemnification Escrow Amount by wire transfer of the Purchase Priceimmediately available funds to an account designated in writing by Seller to Buyer; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H Escrow Agreement duly executed by Buyer (the “Promissory Note”)Buyers; (iii) the personal guaranty in the form of Exhibit I Assignment and Assumption Agreement duly executed by ▇▇▇▇▇ (the “Personal Guaranty”)U.S. Buyer; (iv) a Resignation Letter in the form Assignment and Assumption of Exhibit J China Lease RM 1105 duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of DirectorsU.S. Buyer; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A China Lease RM 1106 duly executed by U.S. Buyer; (vi) the Sub-Lease in the form of Exhibit B, Transition Services Agreement duly executed by U.S. Buyer; (vii) the TSA in the form of Exhibit C duly executed by a Buyer Closing Certificate from each Buyer; (viii) a certificate of the Intellectual Property Assignment Agreement in the form Secretary or Assistant Secretary of Exhibit D duly executed each Buyer required by Buyer;Section 7.03(f) and Section 7.03(g); and (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit ENew Lease, duly executed by U.S. Buyer;. (xc) a Non-Competition and Non-Solicitation Agreement in At the form of Exhibit FClosing, duly executed by Buyer;Buyers shall deliver to the Escrow Agent: (xii) the Fulfillment Assistance Agreement Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the form Escrow Agreement, the “Indemnification Escrow Fund”) by wire transfer of Exhibit Gimmediately available funds to accounts designated by the Escrow Agent, duly executed by Buyer; (xii) a certificate to be held for the purpose of securing the Secretary (or equivalent officer) indemnification obligations of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and Seller set forth in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificateArticle VIII; and (Dii) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this the Escrow Agreement.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: : (i) a an assignment and assumption agreement and ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A B hereto (the “Assignment and Assumption Agreement and ▇▇▇▇ of Sale”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; Liabilities; (ii) A sub-lease from Seller to Buyer for a portion an Assignment and Assumption of the space at Seller’s Tampa office location Leases in the form of Exhibit B executed by Seller; C hereto (iii) the Transition Services Agreement ( the “TSA”)in the form Assignment and Assumption of Exhibit C Leases”) and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (xiii) copies of Lallemand SAS Invoice #552380 dated June 9all consents, 2016 approvals, waivers and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; authorizations referred to in Section 3.02 of the Disclosure Schedules; (xiiv) 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 Internal Revenue Code duly executed by Seller; ; (xiiv) Out a certificate of State Affidavit the Secretary or Assistant Secretary (or equivalent officer) of Acceptance; Seller certifying as to (xiiiA) copies the resolutions of all books the board of directors of Seller, duly adopted and records related 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 Seller authorized to sign this Agreement and the Purchased Assetsdocuments to be delivered hereunder; and (xivvi) 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; (vii) the Buyer Leases duly executed by Seller; (viii) an Investor Representation Statement in the form of Exhibit D hereto (the “Investor Representation Statement”) and duly completed and executed by Seller and ▇▇▇▇▇ ▇▇▇▇; and (ix) payoff letters, in form and substance reasonably satisfactory to Buyer, evidencing the discharge or payment in full of any indebtedness of Seller outstanding as of the Closing Date, in each case duly executed by each holder of such indebtedness as reflected in such payoff letters, which payoff letters shall also provide for the termination and release of any Encumbrances related to such indebtedness. (b) At the Closing, Buyer shall deliver to Seller the following: : (i) the cash portion of the Purchase Price; Cash Payment; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); ; 3 (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of Directors; (v) the Assignment and Assumption Agreement and ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the form of Exhibit A duly executed by Buyer; ; (viiv) the Sub-Lease in the form Assignment and Assumption of Exhibit B, Leases duly executed by Buyer; ; (viiv) the TSA in the form of Exhibit C Buyer Leases duly executed by Buyer; ; and (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xiivi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate the resolutions of Organization; (B) manager resolutionsthe board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; , and (DB) Certificate the names and signatures of Good Standing; the officers of Buyer authorized to sign this Agreement and the documents to be delivered hereunder. ARTICLE III Representations and warranties of seller Seller represents and warrants to Buyer that the statements contained in this Article III are true and correct as of the date hereof. For purposes of this Article III, “Seller’s knowledge,” “knowledge of Seller” and any similar phrases shall mean the actual or constructive knowledge of ▇▇▇▇▇ ▇▇▇▇, after due inquiry. Section 3.01 Organization and Authority of Seller; Enforceability. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Georgia. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and (xiiiassuming due authorization, execution and delivery by Buyer) Out this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of State Execution Affidavit; and (xiv) such other customary instruments of transferSeller, assumption, filings or documents, as may be required to give effect to this Agreementenforceable against Seller in accordance with their respective terms.

Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a ▇b▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A B hereto (the “▇B▇▇▇ of Sale”) and duly executed by Seller, transferring the Tangible Personal Property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerLiabilities; (iii) the Transition Services a Lease Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D hereto (the “Lease Agreement”), duly executed by 1▇▇ ▇▇▇▇▇ ▇▇▇▇., LLC, a New York limited liability company; (iv) an employment agreement in the form of Exhibit E hereto (the “Employment Agreement”), duly executed by A▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. (v) a trademark, copyright and domain name assignment, each in the form of Exhibit F hereto (collectively, the “Intellectual Property Assignments”) and duly executed by Seller; (v) , transferring all of Seller’s right, title and interest in and to the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Intellectual Property Assets to Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the SellerSeller Closing Certificate; (vii) the Fulfillment Assistance Agreement in certificates of the form Secretary of Exhibit G, duly executed Seller required by the SellerSection 6.01(h); (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code Form W-9 duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xivix) 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. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase PricePrice that is the Closing Date Payment by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H duly executed by Buyer (the “Promissory Note”)in favor of Seller; (iii) the personal guaranty in the form of Exhibit I Assignment and Assumption Agreement duly executed by ▇▇▇▇▇ (the “Personal Guaranty”)Buyer; (iv) a Resignation Letter in the form of Exhibit J Lease Agreement duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of DirectorsBuyer; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Consulting Agreement in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, Employment Agreement duly executed by Buyer; (vii) the TSA in the form of Exhibit C Intellectual Property Assignments duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer;Buyer Closing Certificate; and (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate certificates of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this Agreementby Section 6.02(d).

Closing Deliverables. (a) At the Closing, Seller Parent or Amalgamation Sub, as applicable, shall deliver to Buyer the followingCompany: (i) a ▇▇▇▇ copies of sale and assignment and assumption agreement in the form of Exhibit A (the “▇▇▇▇ of Sale”) and Amalgamation Documents, duly executed by SellerAmalgamation Sub, effecting the assignment to Buyer of the Purchased Assets Amalgamation Sub’s directors and the assumption of the Assumed Liabilities by BuyerParent (as applicable); (ii) A sub-lease from Seller to Buyer for a portion certified copy of the space at Seller’s Tampa office location in the form of Exhibit B executed by SellerParent Charter; (iii) a copy of the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and A&R Registration Rights Agreement, duly executed by SellerParent and Sponsor; (iv) certified copies of (A) resolutions and actions taken by Parent’s and Amalgamation Sub’s boards of directors and stockholders in connection with the Intellectual Property Assignment Agreement(sapproval of this Agreement and the Transactions and (B) the Amalgamation Sub Shareholder Written Consent, in each case certifying that such resolutions have not been modified, amended or revoked and remain in full force and effect as of the form of Exhibit D and duly executed by SellerClosing; (v) the Assignment a copy of the Manufacturing IPO Letter Agreement in the form of Exhibit EAmendment, duly executed by SellerParent, Manufacturer (if necessary), Sponsor and Buyer;each Insider; and (vi) a copy of the NonEarn-Competition and Non-Solicitation Agreement in the form of Exhibit FOut Escrow Agreement, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement Parent and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) 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 AgreementEscrow Agent. (b) At the Closing, Buyer the Company shall deliver deliver, or cause to Seller the followingbe delivered, as applicable, to Parent: (i) the cash portion copies of the Purchase PriceAmalgamation Documents, duly executed by the Company, the Company’s directors, and the Company Shareholders, as applicable; (ii) a copy of the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H A&R Registration Rights Agreement, duly executed by Buyer (the “Promissory Note”)Company Shareholders and holders of Company Options set forth on Section 1.2(b)(ii) of the Company Disclosure Letter; (iii) certified copies of (A) resolutions and actions taken by the personal guaranty Company’s board of directors and Company Shareholders in connection with the form approval of Exhibit I executed by ▇▇▇▇▇ this Agreement, and the Transactions and (B) the “Personal Guaranty”);Company Shareholder Written Consent, in each case certifying that the resolutions have not been modified, amended or revoked and remain in full force and effect as of the Closing; and (iv) a Resignation Letter certificate duly executed under penalties of perjury, substantially in the form set forth on Exhibit G and meeting the requirements of Exhibit J duly executed by ▇▇▇▇▇, making effective, as Section 1.897-2(h)(1)(i) and 1.1445-2(c)(3)(i) of the Closing DateTreasury Regulations, her resignation from Seller’s Board of Directors; (v) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement together with a draft notice, substantially in the form of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of set forth on Exhibit G, duly executed by Buyer; (xiiprepared in accordance with Section 1.897-2(h)(2) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (xiv) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this AgreementTreasury Regulations.

Closing Deliverables. (a) At the Closing, Seller shall deliver or cause the delivery of each of the following to Buyer the followingBuyer: (i) physical possession and control of the Purchased Assets, including, without limitation, all Business Records; (ii) a counterpart of the assignment and assumption agreement in the form annexed hereto as Exhibit A (the “Assignment and Assumption Agreement”) and a ▇▇▇▇ of sale and assignment and assumption agreement in the form of annexed hereto as Exhibit A (the “▇▇▇▇ of Sale”) and B, each duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller; (iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller[intentionally omitted]; (iv) a counterpart of the Intellectual Property Assignment Agreement(s) trademark assignment agreement in the form of annexed hereto as Exhibit D and (the “Trademark Assignment Agreement”), duly executed by Seller; (v) the Assignment a counterpart of the Manufacturing Agreement copyright assignment agreement in the form of annexed hereto as Exhibit EE (the “Patent Assignment Agreement”), duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) a counterpart of the Non-Competition and Non-Solicitation Agreement domain name assignment agreement in the form of annexed hereto as Exhibit FF (the “Domain Name Assignment Agreement”), duly executed by the Seller; (vii) a counterpart of the Fulfillment Assistance Agreement transition services agreement in the form of annexed hereto as Exhibit GG (the “Transition Services Agreement”), duly executed by the Seller; (viii) a counterpart of the human resources services agreement in the form annexed hereto as Exhibit H (the “HRS Agreement”), duly executed by Seller; (ix) a certificate of the Secretary (or equivalent officer) of Seller Seller, in form and substance satisfactory to Buyer, certifying as to its: (A) the Articles a certified copy of IncorporationSeller’s certificate of formation; (B) Bylawsthe operating agreement of Seller, including any amendments thereto, as in effect on the date hereof; (C) the resolutions of the Special Committee manager of the board of directorsSeller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the other Seller Documents and the transactions contemplated hereby; hereby and thereby, and (D) resolutions the names and signatures of the board officers of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of Seller authorized to sign this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”)other Seller Documents; (x) copies an affidavit of Lallemand SAS Invoice #552380 dated June 9, 2016 non-foreign status of Seller that complies with section 1445 of the Code and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016;satisfies the requirements of Treasury Regulation Section 1.1445-2(b); and (xi) 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 Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) such other documents and instruments, including customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as Buyer or its counsel may be required to give effect to this Agreementreasonably request. (b) At the ClosingClosing (or, solely with respect to delivery of the Cash Consideration, on January 3, 2014), Buyer shall deliver or cause the delivery of each of the following to Seller the followingSeller: (i) the cash portion of the Purchase PriceCash Consideration; (ii) a counterpart of the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H Assignment and Assumption Agreement, duly executed by Buyer (the “Promissory Note”)Buyer; (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ (the “Personal Guaranty”)[intentionally omitted]; (iv) a Resignation Letter in counterpart of the form of Exhibit J Trademark Assignment Agreement, duly executed by ▇▇▇▇▇, making effective, as of the Closing Date, her resignation from Seller’s Board of DirectorsBuyer; (v) a counterpart of the ▇▇▇▇ of Sale and Patent Assignment and Assumption Agreement in the form of Exhibit A Agreement, duly executed by Buyer; (vi) a counterpart of the Sub-Lease in the form of Exhibit BDomain Name Assignment Agreement, duly executed by Buyer; (vii) a counterpart of the TSA in the form of Exhibit C Transition Services Agreement, duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment a counterpart of the Manufacturing Agreement in the form of Exhibit EHRS Agreement, duly executed by Buyer;; and (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xiiix) a certificate executed by the corporate secretaries or assistant secretaries of Buyer and Parent, respectively, certifying as of the Secretary (or equivalent officer) of Buyer certifying as to its: Closing Date (A) Certificate a true and complete copy of Organization; the certificate of incorporation of Buyer, (B) manager resolutionsa true and complete copy of the bylaws of Buyer, (C) that the boards of directors of each of Buyer and Parent have duly adopted and in effect, which authorize authorized the execution, delivery and performance by Buyer and Parent of this Agreement and the consummation of the transactions contemplated hereby; (C) incumbency certificate; by this Agreement, and (D) Certificate the names and signatures of Good Standing; (xiii) Out the officers of State Execution Affidavit; and (xiv) such each of Buyer authorized to sign this Agreement and the other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this AgreementBuyer Documents.