Common use of Closing Deliverables Clause in Contracts

Closing Deliverables. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser: (i) copies of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Company: (i) evidence reasonably satisfactory to the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided therein; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser; (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required to be delivered at Closing under Section 6.2.

Closing Deliverables. (a) At On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the Purchaser:following (the “Company Deliverables”): (i) electronic copies of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at ClosingPre-Funded Warrants, duly executed by the Company, Company and registered in the Shareholder Representative, the Paying Agent and the Escrow Agent as applicablename of each Purchaser; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as legal opinion of the Closing Date, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporationCounsel, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable satisfactory to the Purchaser so that Purchasers, executed by such counsel and addressed to the Purchaser is exempt from withholding any portion Purchasers; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) [Reserved] (v) the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Merger Consideration under Section 1445 Warrant Shares; (vi) a certificate of the CodeSecretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities and the Warrant Shares, (b) certifying the current versions of the certificate of incorporation, as amended, and bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in substantially the form attached hereto as Exhibit C; (vii) the Compliance Certificate referred to in Section 5.1(h); (viii) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; and (ix) a certificate evidencing the Shareholder Representative Agreement signed Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within three (3) Business Days of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3Date. (b) At On or prior to the Closing, the each Purchaser shall deliver or cause to be delivered to the Company:Company the following (the “Purchaser Deliverables”): (i) evidence reasonably satisfactory to the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided thereinthis Agreement, duly executed by such Purchaser; (ii) the Escrow Agreementits Subscription Amount, the Investor Rights Agreement in United States dollars and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser;in immediately available funds; and (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificate, dated as of the Closing DateRegistration Rights Agreement, duly executed by the Secretary of the such Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required to be delivered at Closing under Section 6.2.

Closing Deliverables. (a) At the Closing, the Company Buyer shall deliver or cause to be delivered to the Purchaser: Seller the following: (i) copies a certificate executed by the Buyer, dated the Closing Date, to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; and (ii) an executed counterpart of the Escrow each Ancillary Agreement and any other Transaction Documents to which the Company Buyer is a party that are to be entered into at Closingparty, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3Buyer. (b) At the Closing, the Purchaser Seller shall deliver or cause to be delivered to the Company: Buyer, the following: (i) evidence reasonably satisfactory to a stock certificate representing the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided therein; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser; (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificate, dated Shares as of the Closing Date, duly endorsed in blank by the Seller or with duly executed blank stock power, or other appropriate instrument of transfer, in a form reasonably acceptable to the Buyer, transferring the Company Shares to the Buyer; (ii) a certificate executed by the Secretary Seller, dated the Closing Date, to the effect that the conditions set forth in Sections 8.2(a), 8.2(b) and 8.2(c) have been satisfied; (iii) all instruments and documents necessary to release any and all Encumbrances, other than Permitted Encumbrances, on any assets of the Purchaser, attesting to: Company; (Aiv) the incumbent officers duly tendered resignations pursuant to and in accordance with Section 7.7; (v) an executed counterpart of each Ancillary Agreement to which the Purchaser Seller, [***] or the Company is party, duly executed by the Seller, [***] or the Company, as applicable; (vi) a valid and Merger Subproperly executed Form W-9; (vii) pay-off letters in a form reasonably acceptable to the Buyer in respect of any Payoff Indebtedness to be paid by the Buyer pursuant to Section 2.2(b). (viii) invoices in a form reasonably acceptable to the Buyer in respect of any Transaction Expenses to be paid by the Buyer pursuant to Section 2.2(c); and (Bix) resolutions an electronic copy of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other Transactions; andData Room. (vc) any additional items required All proceedings to be taken, all documents to be executed and delivered, and all payments to be made and consideration to be delivered at the Closing under Section 6.2shall be deemed to have been taken, executed, delivered and made simultaneously, and, except as provided hereunder, no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Closing Deliverables. (a) At the Closing, the Company Seller shall deliver have delivered or cause caused to be delivered to Buyer the Purchaserfollowing: (i) copies the Assignment of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, Membership Interests duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicableSeller; (ii) a certificate of an appropriate officer of Seller in the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificateform attached hereto as Exhibit C, dated as of the Closing Date, duly executed by certifying to the Secretary effect of the Company, attesting to: clauses (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(Ba) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Company: (i) evidence reasonably satisfactory to the Company of each of the payments and deliveries described in this Section 2.6(c) and Section 2.6(d) having been made as provided therein; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser6.1.1; (iii) a certificate of the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificatesecretary of Seller, dated as of the Closing Date, duly in the form of Exhibit C, certifying as to and, as applicable, attaching copies of (i) the organizational documents of Seller and the Company, (ii) resolutions authorizing the execution, delivery and performance of this Agreement and each Ancillary Document to which Seller or the Company is a party and the consummation by Seller of the transactions contemplated hereby and thereby, (iii) the incumbency of the officers of Seller executing this Agreement and the Ancillary Documents to be executed by Seller on the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger SubClosing Date as contemplated herein; and (Biv) resolutions good standing certificates of the Board Company and Seller, dated no earlier than five (5) Business Days prior to the Closing Date; (iv) a certificate from Seller, in the form of Directors or similar governing body Exhibit E, as to the non-foreign status of Seller, satisfying in all respects the requirements of Section 1.1145- (2)(b)(2) of the Purchaser Treasury Regulations; (v) evidence that all of the Project Assets that were not in the name of the Company as of the Effective Date have been duly transferred to the Company on terms reasonably acceptable to Buyer and Merger Sub that all third-party consents to effect any such transfer have been obtained, in each case, in form and the stockholders substance reasonably acceptable to Buyer; (vi) copies of Merger Sub all Real Property Documents, and, if required under its Organizational Documents to the extent in Seller’s possession, originals of all Real Property Documents, and, to the extent in Seller’s possession, copies of any Title Reports or any other Contract to which it is a partySurveys; (vii) copies of all Project Contracts, the PurchaserObtained Permits, approving the Merger Permit Applications, Books and the other TransactionsRecords (that are in Seller’s possession), Reports and Studies; and (vviii) any additional items such other certificates, instruments or documents required by the provisions of this Agreement or otherwise necessary or appropriate to be delivered at Closing under Section 6.2transfer the Membership Interests in accordance with the terms hereof and consummate the Transaction, and to vest in Buyer or its Affiliates and its or their successors and assigns full, complete, absolute, legal and equitable title to the Membership Interests, free and clear of all Liens.

Closing Deliverables. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser: (i) copies of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall Acquiror will deliver or cause to be delivered to the Company: (i) evidence reasonably satisfactory to the Company written resignations of each all of the payments directors and deliveries described in Section 2.6(c) and Section 2.6(d) having been made officers of A▇▇▇▇▇▇▇, effective as provided thereinof the Effective Time; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to resolution of Acquiror appointing two directors who shall be entered into at Closing, duly executed designated by the Purchaser;Company, and one of which shall be an independent director within the meaning of Nasdaq Rule 5605(a)(2) of the Nasdaq Stock Market LLC (“Nasdaq”), and two persons who constitute independent directors within the meaning of Rule 5605(a)(2) of the Nasdaq, and who are mutually acceptable to Acquiror and the Company as the directors of Acquiror, effective as of the Effective Time; and (iii) the officer’s a certificate provided in Section 6.2(e); (iv) a secretary’s certificatesigned by an officer of Acquiror, dated as of the Closing Date, duly executed certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a), Section 9.3(b), (c) and (d) have been fulfilled. (b) At the Closing, Acquiror will deliver or cause to be delivered to the Exchange Agent the Aggregate Exchange Consideration for further distribution to the Company Shareholders, pursuant to Section 3.2. (c) Substantially concurrently with the Closing, the Acquiror shall pay or cause to be paid by the Secretary wire transfer of the Purchaser, attesting to: immediately available funds (Ai) the incumbent officers of the Purchaser all accrued and Merger Subunpaid Company Transaction Expenses; and (Bii) resolutions of the Board of Directors or similar governing body of the Purchaser all accrued and Merger Sub and the stockholders of Merger Sub andunpaid Acquiror Transaction Expenses, if required under its Organizational Documents or any other Contract to which it is in each case as set forth on a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required written statement to be delivered at to the Acquiror not less than three (3) Business Days prior to the Closing under Section 6.2Date, which shall include the respective amounts and wire transfer instructions for the payment thereof.

Closing Deliverables. (a) At or prior to the Closing, the Company shall deliver or cause to be delivered to Holdings the Purchaserfollowing: (i) copies of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, The Promissory Note duly executed by the Company, the Shareholder Representative, the Paying Agent Stockholders and the Escrow Agent Stockholder Representative (as applicableholders thereunder); (ii) resignations of the officer’s certificate provided in directors of the Company pursuant to Section 6.3(h)5.6; (iii) a secretary’s certificate, dated as of the Closing Date, Date and signed by a duly executed by the Secretary authorized officer of the Company, attesting to: (A) the incumbent officers that each of the Company; conditions set forth in Section 7.2(a) and (BSection 7.2(b) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactionshave been satisfied; (iv) good standing a certificate for of the Secretary (or equivalent officer) of the Company certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (2) resolutions of the Stockholders approving the Merger and adopting this Agreement, and (b) all such resolutions are in full force and effect and are all the Commonwealth of Virginiaresolutions adopted in connection with the transactions contemplated hereby and thereby; (v) written resignations effective as a certificate of the Closing Date of all officers and members Secretary (or equivalent officer) of the Boards of Directors Company certifying the names and signatures of the Companyofficers of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vi) a good standing certificate (or its equivalent) from the Articles secretary of Merger state or similar Governmental Authority of the jurisdiction under the Laws in which the form required by the VSCA, duly executed by the CompanyCompany is organized; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for Spreadsheet contemplated in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement2.17; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the CodeFIRPTA Statement; (ix) the Shareholder Representative Agreement signed Contribution Agreement, duly executed by each of the Company Shareholders and the Shareholder RepresentativeStockholder; (x) duly executed employment agreements in form and substance reasonably acceptable to Holdings, by and between the Investor Rights Agreement in Company and each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Chief Executive Officer, ▇▇▇▇ ▇▇▇▇▇▇▇, Executive Director of Worldlink Medical, ▇▇▇▇ ▇▇▇▇▇, Vice President of Information Technology, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Vice President of Human Resources, ▇▇▇▇ ▇’▇▇▇▇▇▇, Vice President of Pharmacy and Compliance, ▇▇▇ ▇▇▇▇▇, Vice President of Accounting and Finance, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Pharmacy Compounding Manager, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Patient Care Manager, ▇▇▇ ▇▇▇▇▇▇▇▇▇, Pharmacy Fulfillment Manager, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Licensing Pharmacist, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Operations Manager of Medical Horizons, ▇▇▇▇▇ ▇▇▇▇▇▇, Graphic Designer (Brand/Marketing Coordinator), ▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior Accounts Manager, ▇▇▇▇▇ ▇▇▇▇▇▇▇, IT Program Manager, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, HR Business Partner, and ▇▇▇▇▇▇▇ ▇▇▇▇▇, MTS Manager, to be effective as of the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder;Closing Date; and (xi) a Form of Election properly completed such other documents or instruments as Holdings reasonably requests and signed from each Company Shareholder; (xii) information regarding are reasonably necessary to consummate the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3transactions contemplated by this Agreement. (b) At the Closing, the Purchaser Holdings shall deliver or cause to be delivered to the CompanyCompany (or such other Person as may be specified herein) the following: (i) evidence reasonably satisfactory to the Company of each Promissory Note duly executed by Holdings, including the pledge of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made capital stock of the Surviving Corporation, as provided contemplated therein; (ii) stock certificates representing the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents portion of Rollover Equity allocated to which the Purchaser is a party that are each Stockholder pursuant to be entered into at Closing, duly executed by the Purchasersuch Stockholder’s Pro Rata Share; (iii) a certificate, dated the officer’s certificate provided Closing Date and signed by a duly authorized officer of Holdings, that each of the conditions set forth in Section 6.2(e)7.3(a) and Section 7.3(b) have been satisfied; (iv) a secretary’s certificate, dated as certificate of the Closing DateSecretary (or equivalent officer) of Holdings and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Holdings and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and 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; (v) a certificate of the Secretary (or equivalent officer) of Holdings and Merger Sub certifying the names and signatures of the officers of Holdings and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vi) the Contribution Agreement, duly executed by Holdings; (vii) evidence reasonably satisfactory to Holdings that the Secretary Company has notified PPP Lender in writing of the Purchasertransactions contemplated in this Agreement, attesting to: has provided PPP Lender with a copy of this Agreement, and that PPP Lender has consented to and approved the same; (Aviii) evidence reasonably satisfactory to Holdings that the incumbent officers Company has deposited $1,174,000 by wire transfer of immediately available funds, into an interest-bearing escrow account controlled by PPP Lender (the “PPP Escrow Agent”), pursuant to an escrow agreement reasonably acceptable to Holdings (the “PPP Escrow Agreement”), which PPP Escrow Agreement shall provide, in part, that after the forgiveness process is completed, the escrow funds must be disbursed first to repay any remaining PPP Loan balance plus interest; (ix) evidence reasonably satisfactory to Holdings that PPP Lender has approved the Company’s loan forgiveness application in respect of the Purchaser Company’s PPP Loan and Merger Sub; and (B) resolutions of has submitted the Board of Directors or similar governing body of same to the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsU.S. Small Business Administration; and (vx) any additional items required such other documents or instruments as the Company reasonably requests and are reasonably necessary to be delivered at Closing under Section 6.2consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At the Closing, the Company shall deliver Stockholders will deliver, or cause to be delivered delivered, to the PurchaserBuyer: (i) copies of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicablereserved; (ii) restrictive covenant agreements, containing mutually agreeable terms, substantially in the officer’s certificate provided in Section 6.3(hform set forth on Exhibit B (each, a “Restrictive Covenant Agreement”), duly countersigned by J▇▇▇▇ ▇▇▇▇▇▇, D▇▇▇▇▇▇ ▇▇▇▇▇ and J▇▇▇ ▇▇▇▇; (iii) a secretary’s certificatethe employment agreement, dated as of containing mutually agreeable terms, substantially in the Closing Dateform set forth on Exhibit C (the “M▇▇▇▇▇ Employment Agreement”), duly executed countersigned by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other TransactionsJ▇▇▇▇ ▇▇▇▇▇▇; (iv) good standing a certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors a form reasonably acceptable to Buyer from an officer of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and attaching with respect to the Company a true and complete certified copy of the Company’s articles of incorporation, as amended, in effect as of the Closing Date and a certificate of status of the Company from, the State of Maryland Department of Assessments and Taxation, dated not earlier than five (5) Business Days prior to the date hereof; (v) payoff letters from each holder of Company Indebtedness wire instructions, forms of security interest termination statements to be filed promptly upon satisfaction of such Company Indebtedness and any other evidence of payment of the Closing Indebtedness Amount in full and instruments necessary to effect the release of all Encumbrances (other than Permitted Encumbrances) on the assets and properties of the Company, in each case in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that Surviving Entity; (vi) an IRS Form W-9 from each Stockholder; (vii) the Purchaser is exempt from withholding any portion Company minute book; (viii) duly executed resignation letters of each and every officer, director, member and manager of the Merger Consideration under Section 1445 of Company, in form and substance reasonably acceptable to the CodeSurviving Entity; (ix) the Shareholder Representative Agreement signed by each evidence of the Company Shareholders receipt of all required consents listed on Schedule 3.2(a)(x) in form and the Shareholder Representative;substance reasonably acceptable to Buyer; and (x) within three (3) Business Days following the Investor Rights Agreement Closing, one or more USB drives containing, in electronic format, all documents posted to the form virtual data room by the Company or the Stockholders as of Exhibit 2.7(a)(x) (the “Investor Rights Closing; provided, that, for the avoidance of doubt, it is acknowledged, understood and agreed by Buyer that such delivery is for information and convenience purposes only and shall not be deemed, in any manner, to amend, expand, change or otherwise modify any of the terms, provisions and conditions of this Agreement”) signed by each Company Shareholder; (xi) a Form , including the representations and warranties of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth contained in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3.ARTICLE IV or ARTICLE V. (b) At the Closing, the Purchaser shall deliver Buyer will deliver, or cause to be delivered delivered, to the CompanyStockholder Representative: (i) evidence reasonably satisfactory to the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided thereinClosing Cash Consideration; (ii) evidence of the Escrow Agreement, request of the Investor Rights Agreement and any other Transaction Documents to which book-entry recording of all shares of Buyer Common Stock comprising the Purchaser is a party that are to be entered into at Closing, duly executed by Closing Share Consideration in accordance with the PurchaserStockholders’ respective Pro Rata Shares; (iii) evidence of the officer’s certificate provided in Section 6.2(e)submission of the duly completed Supplemental Listing Application to the NYSE (as defined below) by Buyer with respect to the Closing Share Consideration; (iv) a secretary’s certificatecertificate in a form reasonably acceptable to the Stockholder Representative from an officer of Buyer, dated as of the Closing DateDate and attaching: (x) with respect to Buyer, a true and complete certified copy of Buyer’s articles of incorporation, as amended, in effect as of the Closing Date and a certificate of good standing of Buyer from, the Secretary of State of Nevada, dated not earlier than five (5) Business Days prior to the date hereof; and (y) with respect to the Merger Sub, a true and complete certified copy of the Merger Sub’s certificate of formation, in effect as of the Closing Date and a certificate of good standing of the Merger Sub from, the Secretary of State of Delaware, dated not earlier than five (5) Business Days prior to the date hereof; (v) the Restrictive Covenant Agreements, containing mutually agreeable terms, duly executed by the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsSurviving Entity; and (vvi) any additional items required to be delivered at Closing under Section 6.2the M▇▇▇▇▇ Employment Agreement, containing mutually agreeable terms, duly executed by the Company.

Closing Deliverables. (a) At or prior to the Closing, the Company shall deliver or cause to be delivered to the PurchaserParent: (i) copies a certificate, in form and substance reasonably acceptable to Parent, of an authorized officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, duly executed by to the Secretary effect that the conditions specified in Section 7.2(a) and Section 7.2(b) are satisfied; (ii) a certificate, in form and substance reasonably acceptable to Parent, of the Company, attesting to: secretary of the Company certifying (A) the incumbent officers Company’s certificate of incorporation as filed with and certificated by the Delaware Secretary of State and any amendments thereto, (B) a certified copy of the Company; ’s bylaws, and (BC) a certified copy of the resolutions duly adopted of the Board Company’s board of Directors directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) written resignations, in form and substance reasonably acceptable to Parent, of each of the directors of the Company Shareholder Consent approving in such capacity and, to the Merger extent requested by Parent at least five (5) days prior to the Closing Date, written resignations, in form and substance reasonably acceptable to Parent, of each of the directors of the other TransactionsGroup Companies in such capacity; (iv) good standing certificate for a copy of the Company in Escrow Agreement duly executed by the Commonwealth of VirginiaRepresentative and the Escrow Agent; (v) written resignations effective as with respect to each Debt Payoff Recipient, a copy of pay-off letter(s) in a form reasonably acceptable to Parent from such Debt Payoff Recipient and the Closing Date evidence of release of all officers and members of related Liens, other than, in each case, with respect to the Boards of Directors of Debt Payoff Recipients under the Company;Note Purchase Agreement; and (vi) written evidence reasonably satisfactory to Parent that the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance SheetManagement Services Agreement, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) Shareholders Agreement and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and other Contracts on Schedule 4.18 have been terminated without any further liability or obligation on the Shareholder Representative; (x) part of any of the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3Group Companies. (b) At or prior to the Closing, the Purchaser each of Parent and Merger Sub shall deliver or cause to be delivered to the Company: (i) evidence a certificate, in form and substance reasonably satisfactory acceptable to the Company Company, of each an authorized officer of Parent and an authorized officer of Merger Sub, dated the payments and deliveries described Closing Date, to the effect that the conditions specified in Section 2.6(c7.3(a) and Section 2.6(d7.3(b) having have been made as provided thereinsatisfied; (ii) a certified copy, in form and substance reasonably acceptable to the Escrow AgreementCompany of the resolutions of Parent’s board of directors (or other governing body) and Merger Sub’s board of directors (or other governing body), in each case authorizing the Investor Rights execution and delivery of the Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by consummation of the Purchaser;transactions contemplated hereby; and (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificate, dated as copy of the Closing Date, Escrow Agreement duly executed by the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required to be delivered at Closing under Section 6.2Parent.

Closing Deliverables. (a) At The obligations of Flowr to complete the Closing, the Company transactions contemplated by this Agreement shall deliver or cause to be delivered subject to the Purchasersatisfaction, on or before the Closing Date, of the following conditions precedent, each of which is for Flowr’s exclusive benefit and may be waived, in whole or in part, by Flowr in its sole discretion: (i) copies In respect of the Escrow Agreement Purchase and any other Transaction Documents to which Sale, delivery of: (A) evidence of confirmation of approval or consent from the Company is a party that are applicable Official Body in respect of the filings required to be entered into at Closingmade pursuant to Section 4.2, duly executed by to the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicablesatisfaction of Flowr; (iiB) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as evidence of the Closing Date, duly executed written approval issued by the Secretary board of directors of the Company, attesting to: (A) Company with respect to the incumbent officers Purchase and Sale in accordance with the terms of the Company; memorandum and (B) the resolutions articles of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors association of the Company; (viC) share certificates representing the Articles Purchased Shares, free and clear of Merger all Liens, issued by the Company in the form required by name of Flowr, together with evidence satisfactory to Flowr that Flowr has been entered upon the VSCA, duly executed by books of the CompanyCompany as the holder of the Purchased Shares (and the share certificate or certificates representing the Purchased Shares in the name of Pauric Holdco marked as cancelled); (viiD) evidence satisfactory to Flowr, acting reasonably, that the Estimated Closing Balance Sheet, Company has obtained a full and complete exemption from any requirement to pay a stamp duty in connection with the schedule setting forth transactions contemplated herein pursuant to the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statementlaws of Malta; (viiiE) an affidavitwaiver of pre-emptive rights letter, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable satisfactory to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by Flowr, acting reasonably, pursuant to which each of the Shareholders waives any and all pre-emptive rights pursuant to the memorandum and articles of association of the Company Shareholders and or otherwise pursuant to applicable law in relation to the Shareholder Representative; (x) transfer of the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii)Purchased Shares; and (xiiiF) any additional items required evidence satisfactory to be delivered at Closing under Flowr, acting reasonably, of the board appointment provided for in Section 6.3. (bii) At In respect of the ClosingSubscription, the Purchaser shall deliver or cause to be delivered to the Companydelivery of: (iA) evidence reasonably satisfactory of confirmation of approval or consent from the applicable Official Body in respect of the filings required to be made pursuant to Section 4.2, to the Company satisfaction of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided thereinFlowr; (iiB) an acknowledgment from the Escrow AgreementCompany that the Subscription Price has been duly satisfied and evidence, satisfactory to Flowr, of the Investor Rights Agreement and any other Transaction Documents termination of the Term Sheet; and (C) share certificates representing the Subscription Shares together with evidence satisfactory to which Flowr that Flowr has been entered upon the Purchaser is a party that are to be entered into at Closing, duly executed by books of the Purchaser;Company as the holder of the Subscription Shares. (iii) In respect of the officer’s Purchase and Sale and the Subscription, delivery of: (A) evidence of any other confirmations of approval or consents from the applicable Official Body required in respect of the Purchase and Sale and the Subscription, including approval of the TSX Venture Exchange, if required; (B) certificate provided of an officer of the Company certifying the issued and outstanding Shares and other securities of the Company, any rights to acquire Shares or any other securities of the Company and list of holders of Shares and rights to acquire Shares (or a bringdown certificate in respect of the certificate delivered by the Company pursuant to Section 6.2(e4.1 certifying that such certificate delivered pursuant to Section 4.1 is true and correct as at the time of Closing); (ivC) evidence of the register of members and directors of the Company duly updated to reflect the transactions contemplated by this Agreement; and (D) a secretary’s certificatecertificate of status, dated as compliance, good standing or like certificate with respect to the Company issued by the appropriate Official Body. (b) The obligations of Pauric Holdco to complete the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date, duly executed of the following condition precedent, which is for Pauric Holdco’s exclusive benefit and may be waived, in whole or in part, by Pauric Holdco in its sole discretion: in respect of the Purchase and Sale, delivery of a cheque or bank draft contemplated by Section 2.2. (c) The obligations of the Company to complete the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date, of the following condition precedent, which is for the Company’s exclusive benefit and may be waived, in whole or in part, by the Secretary Company in its sole discretion: in respect of the PurchaserSubscription, attesting to: (A) delivery of evidence, satisfactory to the incumbent officers Company, of the Purchaser and Merger Sub; and (B) resolutions termination of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required to be delivered at Closing under Section 6.2Term Sheet.

Closing Deliverables. (a) At the Closing, the Company shall will deliver or cause to be delivered to the Purchaserdelivered: (i) copies to Acquiror, a certificate signed by an executive officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) to Acquiror, the written resignations of all of the directors of the Company (other than those Persons identified as the initial directors of the Surviving Corporation, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time; (iii) to Acquiror, the Registration Rights Agreement, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the each Company Shareholder Consent approving the Merger and the other TransactionsStockholder party thereto; (iv) good standing certificate for to Acquiror, the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCALock-Up Agreement, duly executed by the Company;Key Holders; and (viiv) to Acquiror, a duly executed certificate on behalf of the Estimated Closing Balance SheetCompany, prepared in a manner consistent and in accordance with the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(Brequirements of Treasury Regulations Sections 1.897-2(g), (h) and the Preliminary NWC Statement; (viii1.1445-2(c)(3) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and Date, certifying that no interest in form and substance required under Treasury Regulation § 1.897-2(hthe Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix, a “U.S. real property interest” within the meaning of Section 897(c) the Shareholder Representative Agreement signed by each of the Company Shareholders Code, and the Shareholder Representative; (x) the Investor Rights Agreement in the a form of Exhibit 2.7(a)(x) (notice to the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form Internal Revenue Service prepared in accordance with the provisions of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Treasury Regulations Section 2.6(d)(iii1.897-2(h)(2); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall Acquiror will deliver or cause to be delivered to the Companydelivered: (i) evidence reasonably satisfactory to the Company of each of Exchange Agent, the payments and deliveries described in Aggregate Merger Consideration for further distribution to the Company’s stockholders pursuant to Section 2.6(c) and Section 2.6(d) having been made as provided therein3.2; (ii) to the Escrow AgreementCompany, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed certificate signed by the Purchaser; (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificatean executive officer of Acquiror, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iii) to the Company, the Registration Rights Agreement, duly executed by a duly authorized representative of Acquiror; (iv) to the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a partyCompany, the PurchaserLock-Up Agreement, approving the Merger and the other Transactions; andduly executed by a duly authorized representative of Acquiror; (v) any additional items required to the Company, the written resignations of all of the directors and officers of Acquiror and Merger Sub (other than those Persons identified as the initial directors of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time. (c) On the Closing Date, concurrently with the Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued Acquiror Transaction Expenses as set forth on a written statement to be delivered at to the Company not less than three (3) Business Days prior to the Closing under Section 6.2Date, and (ii) all accrued and unpaid Company Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than three (3) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee; provided, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll. (d) Immediately prior to the Closing, the Company and the Company Stockholders party thereto shall enter into the Employee Transactions pursuant to the Share Repurchase Agreements.

Closing Deliverables. At Closing: (a) At the Closing, the Company Sellers shall deliver or cause to be delivered to the Purchaser: (i) copies certificates evidencing the Shares duly executed in blank or accompanied by transfer powers duly executed in blank and otherwise in a form acceptable to Purchaser for transfer on the books of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) a certificate of an authorized officer of the officer’s certificate provided Company in Section 6.3(h); (iii) a secretary’s certificatehis or her capacity as such, dated as of the Closing Date, duly executed certifying that the conditions specified in Section 7.1(a) have been satisfied; (iii) the Articles of Incorporation of the Company certified by the Secretary of the Company, attesting to: (A) the incumbent officers State of the Company; State of California and (B) a certificate of good standing for the resolutions Company from the Secretary of State of the Board State of Directors and California, dated within five (5) Business Days prior to the Company Shareholder Consent approving the Merger and the other TransactionsClosing date; (iv) good standing certificate for resignations of all directors and officers of the Company, other than ▇▇▇▇▇▇; provided that ▇▇▇▇▇▇ shall resign as a director and officer of the Company in upon the Commonwealth written request of VirginiaPurchaser; (v) written resignations effective as a Consulting Agreement between Purchaser and ▇▇▇▇▇▇ substantially in the form of the Closing Date of all officers and members of attached Exhibit “C”, duly executed by ▇▇▇▇▇▇ (the Boards of Directors of the Company“Consulting Agreement”); (vi) the Articles Consents referred to on Section 3.5 of Merger the Disclosure Schedules, in the form required by the VSCA, duly executed by the Companyand substance reasonably satisfactory to Purchaser; (vii) a duly executed assignment of lease assigning the Estimated Closing Balance Sheetlease for the property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ to the schedule setting forth the Estimated Merger Consideration provided for Company in Section 2.6(b)(ii)(B) form and the Preliminary NWC Statementsubstance reasonably satisfactory to Purchaser; (viii) an affidavit, under penalties audited financial statements of perjury, stating that the Company is not and has not been a for the fiscal year ended December 31, 2020, which reflect revenue of at least $11,280,000, suitable for inclusion in any statement, report, schedule, form or other document to be filed by Purchaser with the United States real property holding corporation, Securities and Exchange Commission (“SEC”) and prepared in accordance with GAAP as applied on a consistent basis during the periods involved (except in each case as described in the notes thereto); (ix) a duly executed Internal Revenue Service Form W-9 and a non-foreign affidavit dated as of the Closing Date Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulation § 1.897-2(h) and reasonably acceptable Regulations issued pursuant to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Code Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by stating that each of the Company Shareholders and the Shareholder Representative;Seller is not a “foreign person” as defined in Code Section 1445; and (x) such other certificates, instruments or documents as may be reasonably necessary or appropriate to carry out the Investor Rights Agreement Transactions, each in the form of Exhibit 2.7(a)(x) and content satisfactory to Purchaser (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iiiits reasonable discretion); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the CompanySellers: (i) evidence reasonably satisfactory the Closing Payment, by wire transfer of immediately available funds to the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided thereinaccounts designated by Sellers; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the a certificate of an authorized officer of Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser; (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificatehis or her capacity as such, dated as of the Closing Date, certifying that the conditions specified in Section 7.1(b) have been satisfied; (iii) the Six-Month Note and the Twelve-Month Note, each duly executed by the Secretary of the Purchaser, attesting to: ; (Aiv) the incumbent officers of Purchaser Shares, which may be represented by one or more certificates or in book entry form, at Purchaser’s election; (v) the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub andConsulting Agreement, if required under its Organizational Documents or any other Contract to which it is a party, the duly executed by Purchaser, approving the Merger and the other Transactions; and (vvi) any additional items required such other certificates, instruments or documents as may be reasonably necessary or appropriate to be delivered at Closing under Section 6.2carry out the Transactions, each in form and content satisfactory to Sellers (in their reasonable discretion).

Closing Deliverables. (a) At the Closing, the Company shall deliver or cause to be delivered to the PurchaserInvestor: (i) True and correct copies of written resolutions, or minutes of a meeting, of the Escrow Board, approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and any other Transaction Documents the transactions contemplated hereby, including, among others, (i) authorizing the issuance and sale of the Purchased Shares against payment of the purchase price therefor and the grant of the Mutual Option and the issuance of Ordinary Shares upon the exercise of the Mutual Option; (ii) reserving a sufficient number of Ordinary Shares to be issued upon exercise of the Mutual Option and (iii) the approval of the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is a party that and any agreements, instruments or documents ancillary thereto; all in the form attached hereto as Schedule 1.4(a)(i); (ii) True and correct copies of written resolutions, or minutes of meeting, of the Company’s shareholders approving the increase of the authorized share capital of the Company, in the form attached hereto as Schedule 1.4(a)(ii); (iii) D▇▇▇ executed share certificates representing the respective Purchased Shares issued to the Investor at the Closing in the name of the Investor, in the form attached hereto as Schedule 1.4(a)(iii); (iv) A copy of the register of shareholders of the Company, certified by an executive officer of the Company and prepared in accordance with Section 130 of the Companies Law, 5759–1999, as amended (the “Companies Law”), in which the Purchased Shares issued at the Closing are to be entered into at Closingregistered in the name of the Investor, in the form attached hereto as Schedule 1.4(a)(iv); and (v) The Reseller Agreement and the Technology Cooperation Agreement (the “Commercial Agreements”) between the Company and Investor, in the forms attached hereto as Exhibit B and Exhibit C, respectively, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser Investor shall deliver or cause to be delivered to the Company: (i) evidence reasonably satisfactory to Any identification documents required for the purpose of making the filings required under Section 6.1 which have been requested by the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided thereinor its counsel prior to Closing; (ii) Evidence that the Escrow Agreementnecessary corporate approvals on behalf of Investor to approve the transactions contemplated hereby, including the Investor Rights Agreement issuance of the Consideration Shares and any other Transaction Documents to which the Purchaser is a party that are to be entered into at grant of the Mutual Option, have been duly obtained; and (c) Within 10 days of the Closing, duly executed by the Purchaser;, (iii) the officer’s certificate provided in Section 6.2(e);Investor shall deliver to the Company book entry statements reflecting the Consideration Shares (iv) a secretary’s certificate, dated as of The Investor and the Closing Date, Company shall each have duly executed by and delivered to the Secretary of other the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub Reseller Agreement and the stockholders of Merger Sub andTechnology Cooperation Agreement (the “Commercial Agreements”), if required under its Organizational Documents or any other Contract to which it is a partysubstantially in the forms attached hereto as Exhibit B and Exhibit C, respectively, with such revisions as the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required to be delivered at Closing under Section 6.2parties shall agree to.

Closing Deliverables. (a) At the Closing, the Company shall Murano Parties will deliver or cause to be delivered to the Purchaserdelivered: (i) copies to HCM, the written resignations of all of the Escrow Agreement directors and any statutory auditors of the Group Companies (other Transaction Documents to which the Company is a party that are than those Persons agreed between HCM and Seller to be entered into at retained as directors or identified as the initial directors of the Surviving Company, in accordance with the provisions of Section 2.7(a)), each effective as of the Effective Time, in the form attached hereto as Exhibit C, and a copy of the minutes of the shareholders’ meeting of the relevant Group Companies, to be formalized by a Mexican Notary Public, with a certified copy of the public deed to be delivered within ten Business Days of the Closing, duly executed (y) approving the applicable resignations of all directors and statutory auditors of the Group Companies, and (z) revoking certain powers of attorney by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicableGroup Companies; (ii) to HCM, the officerRegistration Rights Agreement, duly executed by PubCo and each of the Company’s certificate provided in Section 6.3(h)stockholders (and their Affiliates) party thereto; (iii) to HCM, the Lock-Up Agreement, duly executed by each of the Key Holders listed in clause (a) of the definition of Key Holders; (iv) to HCM, a secretary’s certificatecertificate of good standing for each Group Company, dated dated, in each case, no earlier than 30 days prior to the Closing Date; (v) to HCM, copy of the Corporate Records, which include among other matters, all entries in the relevant corporate books corresponding to the Reorganization; (vi) to HCM, copy of updated register of members of PubCo upon completion of the Subscriptions; (vii) to HCM, copy of memorandum and articles of association of PubCo upon completion of PubCo Reorganization; (viii) to HCM, copy of the stock certificates corresponding to the shareholders of the Mexican Group Companies evidencing shareholder structure as a result of the Reorganization and in connection with the Company, the share certificates evidencing PubCo as owner of 99.99% of the issued and outstanding shares of the Company Common Stock, together with a certified copy by the secretary of the board of directors of each of the Group Companies of the last entry in the stock registry book (libro de registro de acciones) of each Group Company confirming that such entries reflect the shareholder structure in force at Closing; (ix) to HCM, a property tax non-indebtedness certificate (certificado de no adeudo de impuesto predial) for each Owned Real Property, issued by the corresponding cadastral Governmental Authorities no more than three months prior to the Closing Date, evidencing that (i) all existing constructions at the Owned Real Properties have been appropriately recorded at the cadastral registry, (ii) there are no real property taxes owed with respect to the Owned Real Property (including all existing constructions thereon), and (iii) the applicable Group Companies are the owners of the Owned Real Property based on the relevant cadastral records; (x) to HCM, a water supply non-indebtedness certificate (certificado de no adeudo de agua) for each Owned Real Property, issued by the corresponding Governmental Authorities no more than three months prior to the Closing Date, evidencing that there are no water duties or fees owned with respect to the Owned Real Properties, or if applicable a certificate evidencing that the Owned Real Property have no service to the municipal water supply system; (xi) to HCM, a certificate issued by the manager of the condominium regimes applicable to the Owned Real Properties, issued no more than a month prior to the Closing Date, (y) evidencing that there are no pending rights, quotas, fees or any other amounts payable by the Group Companies in connection with the Owned Real Properties and (z) confirming that the Group Companies are not in default of any of its obligations under the applicable condominium rules and regulations; and (xii) to HCM, with respect to each Murano Party and each Group Company, a certificate from its secretary or other officer certifying as to, and attaching, (A) copies of its Governing Documents and any trust agreements in and any amendments thereto as in effect as of the Closing DateDate (immediately prior to the Effective Time), duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board its board of Directors directors and the Company Shareholder Consent shareholders, as applicable, authorizing and approving the Merger execution, delivery and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth performance of Virginia; (v) written resignations effective as of the Closing Date of all officers this Agreement and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders documents related to the Transaction Proposals to which it is a party or by which it is bound, and the Shareholder Representative; (xC) the Investor Rights incumbency of its officers authorized to execute this Agreement in or any documents related to the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) Transaction Proposals to which it is a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3party or otherwise bound. (b) At the Closing, the Purchaser shall HCM will deliver or cause to be delivered to the Companydelivered: (i) evidence reasonably satisfactory to the Company Company, a certificate signed by an officer of each HCM, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the payments and deliveries described conditions specified in Section 2.6(c9.3(a) and Section 2.6(d9.3(b) having have been made as provided thereinfulfilled; (ii) to the Escrow AgreementCompany, a certificate from its secretary or other officer certifying as to, and attaching, (A) copies of its Governing Documents as in effect as of the Investor Rights Closing Date (immediately prior to the Effective Time), (B) the resolutions of its board of directors and shareholders, as applicable, authorizing and approving the execution, delivery and performance of this Agreement and any other each of the documents related to the Transaction Documents Proposals to which the Purchaser it is a party that are or by which it is bound, and (C) the incumbency of its officers authorized to be entered into at Closing, duly executed by execute this Agreement or any documents related to the PurchaserTransaction Proposals to which it is a party or otherwise bound; (iii) to the officer’s Company, a certificate provided in Section 6.2(e)of good standing from the Registrar no earlier than 30 days prior to the Closing Date; (iv) a secretary’s certificateto the Company, dated the Registration Rights Agreement, duly executed by HCM, the Sponsor and its Affiliates party thereto; (v) to the Company, the Lock-Up Agreement, duly executed by each of the Key Holders listed in clause (b) of the definition of Key Holders; and (vi) to the Company, the written resignations of all of the directors and officers of HCM (other than those Persons identified as the initial directors of HCM after the Effective Time, in accordance with the provisions of Section 2.7(b) and Section 6.9), effective as of the Effective Time. (c) On the Closing Date, duly executed concurrently with the Effective Time, PubCo shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid HCM Transaction Expenses as set forth on the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required written statement to be delivered at Closing under to the Company pursuant to Section 6.28.7 and (ii) all accrued and unpaid Transaction Expenses as set forth on a written statement to be delivered to HCM pursuant to Section 8.7; provided, that any accrued and unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of any Group Company shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll.

Closing Deliverables. (a) At the Closing, the Company shall will deliver or cause to be delivered to the Purchaserdelivered: (i) copies to the Exchange Agent, the number of Company Class A Ordinary Shares to be paid in respect of the Escrow Agreement SPAC Ordinary Shares and any other Transaction Documents SPAC Rights in accordance with Section 2.7(a), for further distribution to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent SPAC Shareholders and the Escrow Agent as applicableRightsholders; (ii) a certificate signed by an authorized officer of the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificateCompany, dated as of the Closing Date, certifying that, to the knowledge and belief of such authorized officer, the conditions specified in Section 6.3(a), (b), (c), (e), (f) and (g) have been satisfied (the “Company Condition Certificate”); (iii) duly executed counterparts to each of the Transaction Documents to be entered into by the Secretary of Company and Merger Sub, the CompanyShareholders, attesting to: (A) or the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other TransactionsKey Personnel; (iv) good standing certificate for copies of certified resolutions approved and actions taken by each of Company’s and M▇▇▇▇▇ Sub’s directors and shareholders in connection with the Company in approval of this Agreement and the Commonwealth of VirginiaTransactions; (v) written resignations effective as of all other documents, instruments or certificates required to be delivered by the Company and Merger Sub at or prior to the Closing Date of all officers and members of the Boards of Directors of the Company;pursuant to Section 6.3; and (vi) the Articles of Merger in the form required such other documents or certificates as shall be reasonably determined by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) SPAC and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required its legal counsel to be delivered at Closing under Section 6.3required in order to consummate the Transactions. (b) At the Closing, the Purchaser shall SPAC will deliver or cause to be delivered to the Companydelivered: (i) evidence reasonably satisfactory to the Company of each a certificate signed by an authorized officer of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided therein; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser; (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificateSPAC, dated as of the Closing Date, certifying that, to the knowledge and belief of such authorized officer, the conditions specified in Section 6.2(a), (b), (c) and (e) have been satisfied (the “SPAC Condition Certificate”); (ii) duly executed counterparts to each of the Transaction Documents to be entered into by the Secretary SPAC and the Sponsors, as applicable; (iii) the written resignation letters of all of the Purchaser, attesting to: (A) the incumbent directors and officers of the Purchaser and Merger Sub; and (B) resolutions SPAC, in accordance with the provisions of Section 6.2(f)), effective as of the Effective Time; (iv) copies of certified resolutions and actions taken by the SPAC Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders SPAC Shareholders in connection with the approval of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger this Agreement and the Transactions; (v) all other Transactionsdocuments, instruments or certificates required to be delivered by the SPAC at or prior to the Closing pursuant to Section 6.2; and (vvi) any additional items required such other documents or certificates as shall be reasonably determined by the Company and its legal counsel to be delivered at Closing under Section 6.2required in order to consummate the Transactions.

Closing Deliverables. (a) At the Closing, the Company shall will deliver or cause to be delivered to the Purchaserdelivered: (i) copies to SPAC, a certificate signed by an executive officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, dated as of the Shareholder RepresentativeClosing Date, certifying that the Paying Agent and the Escrow Agent as applicableconditions specified in Section 7.2 have been fulfilled; (ii) to SPAC, the officer’s certificate provided Registration Rights Agreement, duly executed by each Company Shareholder set forth in Section 6.3(h)Schedule I hereto; (iii) to SPAC, the Lock-Up Agreement, duly executed by each Company Shareholder set forth in Schedule II hereto; (iv) to SPAC, a secretary’s certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2); and (v) to SPAC, a certificate, dated as of the Closing Date, duly executed signed by the Secretary of the CompanyCompany attaching true, attesting to: correct and complete copies of (A) the incumbent officers Company Certificate of Incorporation, certified as of a recent date by the Secretary of State of the CompanyState of Delaware; and (B) the Company’s bylaws; (C) copies of resolutions of duly adopted by the Company Board of Directors authorizing this Agreement, the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby and the Company Shareholder Consent approving the Merger Transaction Proposals; and the other Transactions; (ivD) a certificate of good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles , certified as of Merger in the form required a recent date by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties Secretary of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as State of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion State of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3Delaware. (b) At the Closing, the Purchaser shall SPAC will deliver or cause to be delivered to the Companydelivered: (i) evidence reasonably satisfactory to the Exchange Agent, the Aggregate Merger Consideration payable to the Company Shareholders in accordance with the Consideration Spreadsheet and the other provisions of each of this Agreement for further distribution to the payments Company Shareholders pursuant to Section 3.3 and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided thereinthe Exchange Agent Agreement; (ii) to the Escrow AgreementCompany, a certificate signed by an executive officer of SPAC, dated the Closing Date, certifying that, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaserconditions specified in Section 7.3 have been fulfilled; (iii) to the officer’s certificate provided in Section 6.2(e)Company, the Registration Rights Agreement, duly executed by duly authorized representatives of SPAC and the Sponsor; (iv) to the Company, the Lock-Up Agreement, duly executed by duly authorized representatives of SPAC and the Sponsor; (v) to the Company, the written resignations of all of the directors and officers of SPAC (other than those Persons identified as initial directors of the SPAC after the Effective Time, in accordance with the provisions of Section 6.12), effective as of the Effective Time; and (vi) to the Company, a secretary’s certificate, dated as of the Closing Date, duly executed signed by the Secretary of the PurchaserSPAC attaching true, attesting to: correct and complete copies of (A) the incumbent officers amended and restated certificate of incorporation of Domesticated SPAC, certified as of a recent date by the Secretary of State of the Purchaser State of Delaware; (B) bylaws of Domesticated SPAC, (C) copies of resolutions duly adopted by the SPAC Board authorizing this Agreement, the Ancillary Agreements to which SPAC is a party and Merger Subthe transactions contemplated hereby and thereby and the SPAC Transaction Proposals; and (BD) resolutions a certificate of good standing of Domesticated SPAC, certified as of a recent date by the Secretary of State of the Board State of Directors Delaware. (c) No sooner than five (5) or similar governing body later than two (2) Business Days prior to the Closing Date, the Company shall deliver to SPAC a certificate duly executed by an authorized officer of the Purchaser Company (the “Company Closing Certificate”) setting forth a statement of the aggregate accrued and Merger Sub unpaid Company Transaction Expenses as of immediately prior to the Effective Time (the “Unpaid Company Expenses”), which shall include the respective amounts and wire transfer instructions for the stockholders of Merger Sub payment thereof, together with corresponding invoices for the foregoing and, if reasonably required under its Organizational Documents or any other Contract to which it is a partyby the Trustee, the Purchasercertified Taxpayer Identification Numbers, approving the Merger and the other Transactions; andof each payee. (vd) any additional items No sooner than five (5) or later than (2) Business Days prior to the Closing Date, SPAC shall deliver to the Company a certificate duly executed by an authorized officer of SPAC (the “SPAC Closing Statement” and, together with the Company Closing Certificate, the “Closing Statements”), setting forth the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior to the Effective Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. On the Closing Date, concurrently with the Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance of the foregoing, the parties agree that SPAC shall use its reasonable best efforts to be delivered at cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing under Statements pursuant to Section 6.26.15. The good faith estimate of anticipated Unpaid SPAC Expenses are set forth in Section 2.6(d) of the SPAC Disclosure Letter.

Closing Deliverables. (a) At The Administrative Agent shall have received of the Closing, the Company shall deliver or cause to be delivered to the Purchaserfollowing: (i) copies (A) a copy of the Escrow Agreement certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization and any other Transaction a certificate from the appropriate Governmental Authority of such State dated as of a recent date certifying as to the good standing of such Loan Party and (B) a certificate of a Responsible Officer of each Loan Party dated the Amendment Effective Date and certifying (1) to the effect that (x) attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment Effective Date, (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents executed on the Amendment Effective Date to which the Company such Person is a party party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (z) the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto furnished pursuant to be entered into at Closingclause (A) above, duly executed and that such certificate or articles are in full force and effect and (2) as to the incumbency and specimen signature of each officer executing any Loan Document on the Amendment Effective Date on behalf of such Loan Party and signed by another officer as to the Company, incumbency and specimen signature of the Shareholder Representative, Responsible Officer executing the Paying Agent and the Escrow Agent as applicablecertificate pursuant to this clause (B); (ii) a certificate from the officer’s certificate chief financial officer or the treasurer of the Borrower, substantially in the form provided in Section 6.3(h)on the Closing Date, certifying that the Borrower and its Subsidiaries, taken as a whole, after giving effect to the transactions contemplated to occur on the Amendment Effective Date, are Solvent; (iii) a secretary’s certificate, dated as certificate signed by a Responsible Officer of the Closing Date, duly executed by Borrower certifying as to the Secretary accuracy and correctness in all material respects of the Company, attesting to: (A) the incumbent officers of the Company; representations and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments warranties set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Company: (i) evidence reasonably satisfactory to the Company 7 of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided therein; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser; (iii) the officer’s certificate provided in Section 6.2(e)this Amendment; (iv) a secretary’s certificatecustomary opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, dated as of the Closing DateAmendment Effective Date and addressed to each L/C Issuer, duly executed by the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub Administrative Agent and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsLenders; and (v) any additional items required a Request for Credit Extension relating to be delivered at Closing under Section 6.2the New Term B Loans.

Closing Deliverables. (a) At the Closing, the Company shall will deliver or cause to be delivered to the PurchaserSPAC: (i) copies a certificate signed by an officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) the Payment Spreadsheet; (iii) a copy of the executed Warrant Assignment Agreement, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions▇▇▇▇▇▇; (iv) good standing certificate for a copy of the Company in executed Lock-Up Agreement, duly executed by the Commonwealth of Virginiaholders thereunder and ▇▇▇▇▇▇; (v) written resignations effective as a copy of the Closing Date of all officers and members executed Registration Rights Agreement, duly executed by certain holders of the Boards of Directors of the Company;Company Shares thereunder and Holdco; and (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as copies of the Closing Date approvals, waivers or consents called for by Section 9.2(e), if any and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3as applicable. (b) At the Closing, the Purchaser shall SPAC will deliver or cause to be delivered to the Company: (i) evidence reasonably satisfactory to the Company a certificate signed by an officer of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided therein; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser; (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificateSPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the Secretary holders of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsSPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. (c) At the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, by wire transfer of immediately available funds from the Trust Account. (d) At the Closing, in accordance with the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any additional items required of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be delivered converted into Holdco Ordinary Shares at Closing under Section 6.2the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject to the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheet.

Closing Deliverables. (a) At the Closing, the Company shall deliver will have delivered or cause caused to be delivered to the PurchaserCompany all of the following in form and substance satisfactory to the Company: (i) copies a certificate of the Escrow secretary or assistant secretary of the Company, certifying (A) as to the names and true signatures of the officers of the Company authorized to sign this Agreement and any the other Transaction Documents documents to which be delivered by the Company hereunder, (B) that a true, correct and complete copy of the articles of organization of the Company is attached, and (C) that a party that are to be entered into at Closingtrue, duly executed by correct and complete copy of the Company, operating agreement of the Shareholder Representative, the Paying Agent and the Escrow Agent as applicableCompany is attached; (ii) copies of the officer’s certificate provided in Section 6.3(h)resolutions unanimously and duly adopted by the Company's board of directors authorizing the execution, delivery and performance by the Company of this Agreement, and the consummation of all of the other transactions hereunder, certified as of the Closing Date by the secretary or assistant secretary of the Company; (iii) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each an officer of the Company Shareholders and stating that the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth conditions specified in Section 2.6(d)(iii)6.2 have been fully satisfied or waived by WWCA and WWC; and (xiiiiv) any additional items required a certificate of existence from the Secretary of State of the State of Texas, each of a recent date, with respect to be delivered at Closing under Section 6.3the Company. (b) At the Closing, the Purchaser shall deliver WWCA and WWC will have delivered or cause caused to be delivered to the Company of the following in form and substance satisfactory to the Company: (i) evidence reasonably satisfactory to a certificate of the Company secretary or assistant secretary of each of WWCA and WWC, certifying (A) as to the payments names and deliveries described in Section 2.6(ctrue signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered by the Company hereunder, (B) that a true, correct and Section 2.6(dcomplete copy of the articles of incorporation of the Company is attached, and (C) having been made as provided thereinthat a true, correct and complete copy of the bylaws of the Company is attached; (ii) copies of the Escrow resolutions unanimously and duly adopted by the board of directors of each of WWCA and WWC authorizing the execution, delivery and performance by WWCA and WWC of this Agreement, and the Investor Rights Agreement and any consummation of all of the other Transaction Documents to which transactions hereunder, certified as of the Purchaser is a party that are to be entered into at Closing, duly executed Closing Date by the Purchasersecretary or assistant secretary of WWCA and WWC, as appropriate; (iii) a certificate dated as of the officer’s certificate provided Closing Date from an officer of each of WWCA and WWC stating that the conditions specified in Section 6.2(e);6.3 have been fully satisfied or waived by the Company; and (iv) a secretary’s certificate, dated certificate of existence and good standing from the Secretaries of State of the State of Texas and the State of Delaware as of the Closing Datea recent date with respect to each of WWCA and WWC, duly executed by the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required to be delivered at Closing under Section 6.2as appropriate.

Closing Deliverables. (a) At the Closing, the Company shall deliver deliver, or cause to be delivered delivered, to the PurchaserParent: (i) copies of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Stockholders’ Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, duly executed on behalf of the Company by the Chief Executive Officer of the Company, solely in his capacity as Chief Executive Officer of the Company and without personal liability, to the effect that each of the conditions set forth in Sections 6.2(a) and (b) has been satisfied; (iii) a certificate, dated as of the Closing Date, of the Secretary of the Company, attesting to: (A) solely in his or her capacity as Secretary of the incumbent officers Company and without personal liability, attaching copies of the Company; and (B) the ’s certificate of incorporation, bylaws, board of directors’ resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactionstransactions contemplated by this Agreement and stockholders’ actions, as applicable, in connection with the Merger and the other transactions contemplated by this Agreement; (iv) good standing certificate for certificates, dated within five (5) Business Days of the Closing Date, from the Secretary of State of the State of Delaware certifying that the Company is in the Commonwealth of Virginiagood standing; (v) written resignations effective a certificate, dated as of the Closing Date of all officers and members of the Boards of Directors validly executed by a duly authorized officer of the Company; (vi, in form and substance required under the Treasury Regulations issued pursuant to Section 1445(b)(3) of the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjuryCode, stating that the Company is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, and a copy of the notice of such certification to be sent to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), together with written authorization for Parent to deliver such notice to the IRS on behalf of the Company following the Closing, in each case, in a form reasonably acceptable to Parent and the Company acting in good faith; and (vi) a letter, in substantially the form attached hereto as Exhibit H (the “Side Letter”), dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to executed by the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3Company. (b) At the Closing, the Purchaser Parent shall deliver deliver, or cause to be delivered delivered, to the Company: (i) evidence reasonably satisfactory to the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided thereinEscrow Agreement duly executed by Parent; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, Side Letter duly executed by the PurchaserParent; (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificate, dated as of the Closing Date, executed on behalf of Parent by a duly executed by authorized officer, solely in his or her capacity as an officer of Parent and without personal liability, to the effect that each of the conditions set forth in Sections 6.3(a) and (b) has been satisfied; and (iv) a certificate, dated within five (5) Business Days of the Closing Date, from the Secretary of State of the State of Georgia certifying that Parent is in good standing; (v) a certificate, dated as of the Closing Date, of the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions , solely in his or her capacity as Secretary of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders without personal liability, attaching copies of Merger Sub andSub’s certificate of incorporation, if required under its Organizational Documents or any other Contract to which it is a partybylaws, the Purchaser, board of directors’ resolutions approving the Merger and the other Transactionstransactions contemplated by this Agreement and stockholders’ actions, as applicable, in connection with the Merger and the other transactions contemplated by this Agreement; and (vvi) any additional items required a certificate, dated within five (5) Business Days of the Closing Date, from the Secretary of State of the State of Delaware certifying that Merger Sub is in good standing. (c) At the Closing, Parent shall deliver, or cause to be delivered at Closing under delivered, the payments set forth in Section 6.21.8(c). (d) At the Closing, Parent shall file the Parent Charter Amendment with the Secretary of State of the State of Georgia.

Closing Deliverables. (a) At the Closing, the Company shall will deliver or cause to be delivered to the Purchaserdelivered: (i) copies to Acquiror, a certificate signed by an officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, duly executed by certifying that, to the Secretary knowledge and belief of such officer, the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) to Acquiror, the written resignations of all of the Company, attesting to: (A) the incumbent officers directors of the Company; and Company (B) the resolutions other than any such Persons identified as initial directors of the Board Surviving Corporation, in accordance with Section 2.7 and Section 8.7), effective as of Directors and the Effective Time; (iii) to Acquiror, written evidence (reasonably satisfactory to Acquiror) of the termination of the Company Shareholder Consent approving the Merger and the other TransactionsStockholders Agreement according to its terms; (iv) good standing certificate for to Acquiror, the Registration Rights Agreement, duly executed by the Company in the Commonwealth of VirginiaStockholders party thereto; (v) written resignations effective as of to Acquiror, the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCALock-Up Agreement, duly executed by the Company;Company Stockholders representing eighty percent (80%) of the shares of Company Common Stock outstanding immediately prior to the Effective Time, (vi) to Acquiror, if the Ardachon Proceedings shall not have been terminated prior to Closing, a letter agreement addressing the obligations set forth on Section 2.5(a)(vi) of the Company Disclosure Letter; and (vii) to Acquiror, a certificate on behalf of the Estimated Closing Balance SheetCompany, prepared in a manner consistent and in accordance with the schedule setting forth requirements of Treasury Regulation Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Estimated Merger Consideration provided for Company is, or has been during the relevant period specified in Section 2.6(b)(ii)(B897(c)(1)(A)(ii) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix, a “U.S. real property interest” within the meaning of Section 897(c) the Shareholder Representative Agreement signed by each of the Company Shareholders Code, and the Shareholder Representative; (x) the Investor Rights Agreement in the a form of Exhibit 2.7(a)(x) (notice to the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form Internal Revenue Service prepared in accordance with the provisions of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Treasury Regulations Section 2.6(d)(iii1.897-2(h)(2); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall Acquiror will deliver or cause to be delivered to the Companydelivered: (i) evidence reasonably satisfactory to the Exchange Agent, the Aggregate Closing Date Merger Consideration for further distribution to the Company of each of the payments and deliveries described in Stockholders pursuant to Section 2.6(c) and Section 2.6(d) having been made as provided therein3.2; (ii) to the Escrow AgreementCompany, a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the Investor Rights Agreement conditions specified in Section 9.3(a) and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the PurchaserSection 9.3(b) have been fulfilled; (iii) to the officer’s certificate provided in Section 6.2(e)Company, the Registration Rights Agreement and each Lock-Up Agreement, duly executed by duly authorized Representatives of Acquiror and the Sponsor, and the other parties thereto; (iv) a secretary’s certificateto the Company, dated the written resignations of all of the directors and officers of A▇▇▇▇▇▇▇ (other than those Persons identified as the initial directors and officers, respectively, of the Surviving Corporation after the Effective Time, in accordance with the provisions of Section 2.7 and Section 8.7), effective as of the Closing DateEffective Time; (v) to the Company, duly executed a time-stamped copy of the certificate issued by the Secretary of the Purchaser, attesting to: (A) the incumbent officers State of the Purchaser and Merger Sub; and (B) resolutions State of Delaware in relation to the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsDomestication; and (vvi) any additional items required to be delivered at Closing under Section 6.2the Company, an Internal Revenue Service Form W-9.

Closing Deliverables. (a) At the Closing, the Company shall will deliver or cause to be delivered to the Purchaserdelivered: (i) copies of the Escrow Agreement and any other Transaction Documents to which the Company is Acquiror, a party that are to be entered into at Closing, certificate duly executed by an officer of the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 10.2(a), Section 10.2(b) and Section 10.2(d) have been fulfilled; (ii) to Acquiror, evidence that all Affiliate Agreements (other than those set forth on Section 7.4 of the Company Disclosure Letter) have been terminated or settled at or prior to the Closing without further liability to Acquiror, the Company, the Surviving Company or any of the Company’s Subsidiaries; and (iii) to Acquiror, a certificate duly executed by the Secretary on behalf of the Company, attesting to: prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), (Ah) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and 1.1445-2(c)(3), certifying that no interest in the Company Shareholder Consent approving is, or has been during the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for relevant period specified in Section 2.6(b)(ii)(B897(c)(1)(A)(ii) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix, a “U.S. real property interest” within the meaning of Section 897(c) the Shareholder Representative Agreement signed by each of the Company Shareholders Code, and the Shareholder Representative; (x) the Investor Rights Agreement in the a form of Exhibit 2.7(a)(xnotice to the Internal Revenue Service (which shall be mailed by Acquiror to the IRS following the Closing) (prepared in accordance with the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form provisions of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Treasury Regulations Section 2.6(d)(iii1.897-2(h)(2); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall Acquiror will deliver or cause to be delivered to the Companydelivered: (i) evidence reasonably satisfactory to the Company of each of Exchange Agent, the payments and deliveries described in Net Merger Consideration for further distribution to the Company’s stockholders pursuant to Section 2.6(c) and Section 2.6(d) having been made as provided therein3.2; (ii) to the Escrow AgreementCompany, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, certificate duly executed by an officer of Acquiror, dated the Purchaser;Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 10.3(a) and Section 10.3(b) have been fulfilled; and (iii) to the officer’s certificate provided Company, the written resignations of all of the directors and officers of Acquiror and Merger Sub (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 6.2(e2.6 and Section 8.6);, effective as of the Effective Time. (ivc) a secretary’s certificate, dated as of On the Closing Date, duly executed concurrently with the Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid transaction expenses of Acquiror and its Affiliates relating to a Business Combination (to the Secretary of the Purchaser, attesting to: (Aextent then owed by Acquiror) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is as set forth on a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required written statement to be delivered at to the Company not less than two (2) Business Days prior to the Closing under Section 6.2Date (the “Acquiror Transaction Expenses”) and (ii) all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided, that any unpaid Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Surviving Company for further payment to such employee, independent contractor, officer or director through the Surviving Company’s payroll.

Closing Deliverables. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser: (i) copies of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall Acquiror will deliver or cause to be delivered to the Company: (i) evidence reasonably satisfactory to the Company written resignations of each all of the payments directors and deliveries described in Section 2.6(c) and Section 2.6(d) having been made officers of Acquiror other than one incumbent director of the Acquiror to be selected by the Acquiror, effective as provided thereinof the Effective Time; (ii) a resolution of Acquiror appointing the Escrow AgreementChairman and the Chief Executive Officer of the Company as of immediately prior to the Effective Time and four persons who constitute independent directors” within the meaning of Rule 5605(a)(2) of the Nasdaq Stock Market LLC (“Nasdaq”) and who are mutually acceptable to Acquiror and the Company as the directors of Acquiror, effective as of the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser;Effective Time; and (iii) the officer’s a certificate provided in Section 6.2(e); (iv) a secretary’s certificatesigned by an officer of Acquiror, dated as of the Closing Date, duly executed certifying that, to the knowledge and belief of such officer, the conditions specified in Section 11.3(a) and Section 11.3(b) have been fulfilled. (b) At the Closing, Acquiror will deliver or cause to be delivered to the Exchange Agent the Aggregate Exchange Consideration for further distribution to the Company Shareholders, pursuant to Section 4.2. (c) At the Closing Date, substantially concurrently with the Closing, the Company shall pay or cause to be paid by the Secretary wire transfer of the Purchaser, attesting to: immediately available funds (Ai) the incumbent officers of the Purchaser all accrued and Merger Subunpaid Company Transaction Expenses; and (Bii) resolutions of the Board of Directors or similar governing body of the Purchaser all accrued and Merger Sub and the stockholders of Merger Sub andunpaid Acquiror Transaction Expenses, if required under its Organizational Documents or any other Contract to which it is as set forth on a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required written statement to be delivered at to the Company by Acquiror not less than three (3) Business Days prior to the Closing under Section 6.2Date, which shall include the respective amounts and wire transfer instructions for the payment thereof.

Closing Deliverables. (a) At the Closing, the Company Seller shall deliver deliver, or cause to be delivered delivered, to the PurchaserBuyer each of the following: (i) copies of As required by Section 3.4(h), certificates evidencing the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, Stock duly endorsed in blank or accompanied by powers duly executed by in blank or other duly executed instruments of transfer as required in order to validly transfer title in and to the CompanyStock, and, to the Shareholder Representativeextent the Stock is not certificated, other customary evidence of ownership satisfactory to the Paying Agent and the Escrow Agent as applicableBuyer; (ii) the officer’s certificate provided in The certificates required under Section 6.3(h3.4(a), (b), (e), and (i); (iii) As required under Section 3.4(g), a secretary’s certificatecertificate of good standing for each Subsidiary of a date within three (3) Business Days of the Closing Date issued by the applicable agency in its jurisdiction of organization or formation, dated except for Nogales, which certificate of good standing issued by the applicable agency shall be applied for upon execution of this Agreement, shall be effective as of the Closing Date, duly executed date issued by the Secretary of applicable agency and shall be provided to Buyer upon receipt. In the Companyevent the Closing Date is extended past April 1, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions2019, Seller shall use good faith efforts to obtain a reissued good standing certificate for Nogales; (iv) good standing certificate for Duly executed resignations, effective as of the Company Closing, of each officer, director and manager of each Subsidiary as provided in the Commonwealth of VirginiaSection 3.4(f); (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the CompanyThe Transition Services Agreement; (vi) As provided in Section 3.4(c), each of the Articles of Merger in the form required by the VSCAconsents, duly executed by the Companyapprovals, and waivers that are listed on Schedule 4.3; (vii) A duly executed certificate of non-foreign status of the Estimated Closing Balance SheetSeller, substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B) (a “FIRPTA Certificate”); provided, that if the Seller fails to provide a FIRPTA Certificate, the schedule setting forth Buyer shall be entitled to proceed with the Estimated Merger Consideration provided for in Closing and be entitled to withhold the amount required to be withheld pursuant to Section 2.6(b)(ii)(B) and 1445 of the Preliminary NWC StatementCode from any payment made hereunder; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been A duly executed IRS Form W-9 in a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that Buyer, and any other Tax forms as may be reasonably requested by the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the CodeBuyer; (ix) All certificates evidencing the Shareholder Representative Agreement signed by capital stock, quotas and other equity interests of each of the Company Shareholders and the Shareholder RepresentativeSubsidiaries; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder;The IP Release; and (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding Such other documents as the Advisors Buyer may reasonably request to facilitate give effect to this Agreement or the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3Transaction Documents. (b) At the Closing, the Purchaser Buyer shall deliver deliver, or cause to be delivered delivered, to the CompanySeller the following: (i) evidence reasonably satisfactory to the Company of each of the payments and deliveries described The Closing Purchase Price in accordance with Section 2.6(c) and Section 2.6(d) having been made as provided therein2.3; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are The certificates required to be entered into at Closingdelivered pursuant to Section 3.5(a), duly executed by the Purchaser(b), and (d); (iii) the officer’s certificate As provided in Section 6.2(e3.5(e), a certificate of good standing for the Buyer as of a date within three (3) Business Days of the Closing issued by the applicable agency in its jurisdiction of formation; (iv) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsThe Transition Services Agreement; and (v) any additional items required Such other documents as the Seller may reasonably request to be delivered at Closing under Section 6.2give effect to this Agreement or the Transaction Documents.

Closing Deliverables. (a) At or prior to the Closing, as applicable, the Company shall will deliver (or cause to be delivered delivered) to the PurchaserParent: (i) copies evidence reasonably satisfactory to Parent either that (A) any stockholder vote required pursuant to Section 6.6(a) was solicited in conformity with Section 280G of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent Code and the Escrow Agent regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments and benefits that were subject to the stockholder vote or (B) such stockholder approval was not obtained and as applicablea consequence, that the Section 280G Payments waived pursuant to the Parachute Payment Waiver(s) executed in accordance with Section 6.6(a) and delivered to Parent shall not be made or provided (or shall be returned); (ii) the officer’s certificate except as otherwise provided in Section 6.3(h6.10, evidence reasonably satisfactory to Parent that any and all Company Employee Plans intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”) have been terminated pursuant to resolution of the applicable governing body (the form and substance of which shall have been subject to review and approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed), effective as of no later than the day immediately preceding the Closing Date; (iii) all necessary notices to parties, in a secretary’s certificateform reasonably acceptable to Parent, dated in each case, to any Contract set forth on Schedule A attached hereto; (iv) evidence reasonably satisfactory to Parent that the Company has terminated each of those agreements listed on Schedule B attached hereto, in a form reasonably acceptable to Parent, with such termination to be effective at or prior to the Effective Time; (v) a duly executed Director and Officer Resignation Letter in the form attached hereto as Exhibit C (the “Director and Officer Resignation Letters”), from each of the officers and directors of the Company effective as of the Closing DateClosing; (vi) a certificate, duly validly executed by the Secretary of the Company, attesting to: certifying as to (A) the incumbent officers valid adoption of the CompanyCompany Board Resolutions, and (B) the receipt of the Company Stockholder Approval, copies of which will be attached thereto (the “Secretary Certificate”); (vii) (A) executed payoff letters (including Tax Forms), in each case dated no more than three (3) Business Days prior to the Closing Date, with respect to all Indebtedness of the Company set forth on Section 1.5(a)(vii) of the Disclosure Schedule owed to the lender thereof and the amounts payable to such lender providing for (x) the full and final satisfaction of such Indebtedness as of the Closing Date and (y) the authorization of the filing of a termination and release of any Liens related thereto (each, a “Payoff Letter”); and (B) an invoice (including Tax Forms) from each advisor or other service provider to the resolutions Company (other than any employee, director or officer of the Board Company or any of Directors its Subsidiaries), in each case dated no more than three (3) Business Days prior to the Closing Date, with respect to all Closing Third Party Expenses estimated to be due and the Company Shareholder Consent approving the Merger and the payable to such advisor or other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective service provider as of the Closing Date of all officers Date, and members of an acknowledgment from such advisor or other service provider that such Closing Third Party Expenses are the Boards of Directors of the Company; only Third Party Expenses owed to such advisor or other service provider (vi) the Articles of Merger in the form required by the VSCAeach, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statementan “Invoice”); (viii) General Joinder Agreements duly executed by Company Indemnitors collectively representing, together with the Joinder Agreements delivered by the Key Employee and the Identified Stockholders on the Agreement Date and the Warrant Cancellation Agreement, substantially in the form attached hereto as Exhibit J (the “Warrant Cancellation Agreement”), delivered by each Company Warrantholder, at least ninety-two and five tenths percent (92.5%) of the Company Indemnitor Share Number, which Joinder Agreements (including the Joinder Agreements delivered by the Key Employee and the Identified Stockholders on the Agreement Date) shall remain in full force and effect as of the Closing; (ix) prior to the Closing Date, Suitability Documentation and Joinder Agreements duly executed and delivered (and not amended or revoked) by Company Stockholders representing, in the aggregate, at least ninety-five percent (95%) of the outstanding number of shares of Company Capital Stock, certifying pursuant to the Suitability Documentation that each such Company Stockholder is an affidavit“accredited investor” (as such term is defined in Rule 501(a) under the Securities Act); (x) a properly executed statement, under penalties of perjuryin accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and in the form attached hereto as Exhibit D, stating certifying that the Company is not and has not been a “United States real property holding corporation, dated ” (as of the Closing Date and defined in form and substance required under Treasury Regulation § 1.897-2(hSection 897(c)(2) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) during the Shareholder Representative Agreement signed by each applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together with the required notice to the IRS and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company Shareholders and upon the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) Closing (the “Investor Rights AgreementFIRPTA Compliance Certificate”) signed by each Company Shareholder); (xi) a Form of Election properly completed and signed from Warrant Cancellation Agreement, duly executed by each Company ShareholderWarrantholder and the Company, and Suitability Documentation duly executed by each Company Warrantholder certifying that each such Company Warrantholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act); (xii) information regarding a duly executed counterpart to the Advisors Escrow Agreement from the Stockholder Representative, substantially in the form attached hereto as Exhibit G (the “Escrow Agreement”); (xiii) a long form certificate of good standing from the Secretary of State of the State of Delaware with respect to facilitate the payments set forth in Section 2.6(d)(iii)Company dated no earlier than five (5) Business Days prior to the Closing Date; and (xiiixiv) any additional items required duly executed counterpart to be delivered at Closing under Section 6.3the Paying Agent Agreement from the Stockholder Representative, in the form attached hereto as Exhibit K (the “Paying Agent Agreement”). (b) At or prior to the Closing, the Purchaser shall Parent will deliver (or cause to be delivered delivered) to the Company: (i) evidence reasonably satisfactory a duly executed counterpart to the Company of each of Escrow Agreement from Parent and the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided thereinEscrow Agent; (ii) a counterpart to each of the Escrow Agreement, Joinder Agreements delivered to Parent in accordance with Section 1.5(a)(viii) prior to the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, Closing duly executed by the PurchaserParent; (iii) a duly executed counterpart to the officer’s certificate provided in Section 6.2(e)Paying Agent Agreement from Parent and the Paying Agent; (iv) a secretary’s certificate, dated as of the Closing Date, duly validly executed by the Secretary of Parent, certifying as to the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Parent Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsApproval; and (v) any additional items required to be delivered at Closing under Section 6.2a copy of the R&W Policy.

Closing Deliverables. The Administrative Agent shall have received on the date hereof the following, each dated as of the date hereof (a) At the Closingunless otherwise specified), the Company shall deliver or cause to be delivered in form and substance satisfactory to the Purchaser:Administrative Agent (unless otherwise specified): (i) copies From each party hereto either (1) a counterpart of this Agreement signed on behalf of such party or (2) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page to this Agreement, so long as such transmission is promptly followed by hard copy originals of the Escrow Agreement and any other Transaction Documents to which the Company is same) that such party has signed a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable;counterpart of this Agreement. (ii) the officer’s certificate provided in Section 6.3(h);Originally executed copies of such Notes as any Lender shall have requested. (iii) a secretary’s certificate, dated as Certified copies of the Closing Date, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors of the Borrower approving this Agreement and the Company Shareholder Consent approving the Merger Transactions, and the of all other material third party approvals and consents, if any, with respect to this Agreement and Transactions;. (iv) A copy of a certificate or certificates of the Commissioner of Commerce and Economic Development of State of Alaska, dated as of a recent date satisfactory to the Administrative Agent, certifying (i) as to a true and correct copy of the organizational documents of the Borrower and each amendment thereto on file in such Secretary’s office and (ii) that the Borrower is duly organized and in good standing certificate for under the Company in laws of the Commonwealth State of Virginia;Alaska. (v) written resignations effective as A certificate of the Closing Date Borrower, signed by two of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCAits Responsible Officers, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable certifying to the Purchaser so that the Purchaser is exempt from withholding any portion best of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Company: (i) evidence reasonably satisfactory to the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided therein; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser; (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of the Purchaser, attesting to: their knowledge after due inquiry (A) the incumbent officers truth of the Purchaser representations and Merger Sub; and warranties contained in the Loan Documents as of the date hereof, (B) resolutions the absence of any event occurring and continuing, or resulting from the Board execution of Directors this Agreement or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational other Loan Documents or the initial Borrowing (deeming an initial Borrowing of at least $1.00 to occur on the date hereof), that constitutes a Default and (C) the absence of any other condition or circumstance occurring and continuing that would impair any Member’s ability to perform its payment obligations under any Wholesale Power Contract to which it is a party. (vi) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying as to (A) the absence of any amendments to the Certificate of Incorporation of the Borrower since the date of the Secretary of State’s certificate referred to in Section 4.01(b)(iv), (B) a true and correct copy of the Purchaserbylaws of the Borrower as in effect on the date on which the resolutions referred to in Section 4.01 (b)(iii) were adopted and on the date hereof, approving (C) the Merger due organization and good standing or valid existence of the Borrower as a company organized under the laws of the State of Alaska, and the absence of any proceeding for the dissolution or liquidation of the Borrower, and (D) the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is or is to be a party and the other Transactions; and (v) any additional items required documents to be delivered at Closing hereunder and thereunder. (vii) A certificate in substantially the form of Exhibit E hereto attesting to the Solvency of the Borrower before and after giving effect to the closing of the Transactions, from the Borrower’s Chief Executive Officer and Chief Financial Officer. (viii) Such financial, business and other information regarding the Borrower as the Administrative Agent or the Lenders shall have requested, which information shall be satisfactory to the Administrative Agent and the Lenders, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans and Multiemployer Plans, collective bargaining agreements and other arrangements with employees, and forecasts prepared by management of the Borrower of balance sheets, income statements and cash flow statements on an annual basis for each year thereafter until the Commitment Termination Date. (ix) Evidence of insurance satisfying the requirements of Section 6.25.05. (x) Favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of counsel for the Borrower, substantially in the form of Exhibit F, and covering such other matters relating to the Borrower, the Loan Documents or the Transactions as the Joint Lead Arrangers shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). (xi) Each other Loan Document not mentioned above in this Section 4.01 and any other documents, in each case, as reasonably requested by the Administrative Agent or any Lender or counsel to the Administrative Agent.

Closing Deliverables. (a) At As a condition to the Closingeffectiveness of this Agreement, the Company each Guarantor shall deliver or cause to be delivered to the PurchaserLead Investor or its designee, on behalf of the Guaranteed Parties, the following: (i) copies on or prior to the Closing Date, an officer-certified copy of such Guarantor’s certificate of formation or certificate of incorporation, as applicable, and all amendments thereto; (ii) on or prior to the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at ClosingClosing Date, duly executed by the Companyan officer-certified copy of Guarantor’s limited liability company agreement or bylaws, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of on or prior to the Closing Date, duly executed by a certificate of good standing for each Guarantor from the Secretary of State of Delaware (or other applicable jurisdiction) dated not more than ten (10) days prior to the CompanyClosing Date; provided, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) however, that any good standing certificate for the Company in the Commonwealth of Virginia; BNBX Ltd. may be obtained within ten (v10) written resignations effective as of days after the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Company: (i) evidence reasonably satisfactory to the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided therein; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser; (iii) the officer’s certificate provided in Section 6.2(e)Date; (iv) a secretary’s certificate, dated as certificate of an officer of such Guarantor certifying: (A) within 10 Business Days following the Closing Date, duly executed (1) the names and true signatures of the officers or managers authorized to sign this Agreement and the other documents to be delivered hereunder, and (2) that attached thereto are true, correct, and complete copies of the resolutions adopted by the Secretary members or managers of such Guarantor authorizing the Purchaserexecution, attesting to: (A) delivery, and performance of this Agreement and the incumbent officers of the Purchaser and Merger Sub; transactions contemplated hereby, and (B) resolutions on or prior to the Closing Date, that no event has occurred that would constitute an Event of Default or would, with the giving of notice or lapse of time, constitute an Event of Default; (v) within 10 Business Days following the Closing Date, evidence satisfactory to the Lead Investor or its designee of the Board contribution of Directors or similar governing body of assets to the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsDigital Asset Treasury; and (vvi) any additional items required within 10 Business Days following the Closing Date, such other documents, certificates, and information as the Lead Investor may reasonably request to be delivered at Closing under Section 6.2confirm the accuracy of the representations and warranties herein and the satisfaction of the conditions to the effectiveness of this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Company or SRAX shall deliver or cause to be delivered to Parent and Buyer the Purchaserfollowing: (i) written resignations, effective as of the Effective Time, of the officers and directors of the Company set forth on Section 2.07 of the Company Disclosure Schedules; (ii) a certificate of the Secretary (or equivalent officer) of the Company certifying that (A) attached thereto are true and complete copies of all (1) resolutions adopted by the Escrow board of directors of the Company authorizing the execution, delivery and performance of this Agreement and any the consummation of the transactions contemplated hereby and (2) resolutions of SRAX approving the Merger and adopting this Agreement, as sole stockholder of the Company, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (iii) a certificate of the Secretary (or equivalent officer) of the Company certifying as to the incumbency and genuineness of the signatures of the officers of the Company authorized to sign this Agreement, and the other Transaction Documents documents to be delivered hereunder and thereunder; (iv) a good standing certificate (or its equivalent), dated within ten (10) days of the Closing Date, from the secretary of state or similar Governmental Authority of the jurisdiction in which the Company is a party that are to be entered into at Closingorganized; (v) the Sponsorship Agreement, duly executed by SRAX; (vi) the Employment Agreement, duly executed by C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (vii) written evidence of receipt of the Required Consents set forth in Section 3.03 of the Company Disclosure Schedules; (viii) written evidence of the release and termination of (A) the Company’s obligations as a guarantor pursuant to SRAX’s Senior Secured Revolving Credit Facility Agreement, dated as of August 8, 2022 (the Shareholder Representative“Credit Agreement”) with ATW Opportunities Master Fund II, LP (“Lender”) and (B) any liens or security interests granted by the Paying Agent Company in favor of Lender in connection with the Credit Agreement; (ix) written evidence of the Company’s ownership of the domain name registration for l▇▇▇▇▇▇.▇▇▇; and (x) such other documents or instruments as Parent or Buyer reasonably requests and are reasonably necessary to consummate the Escrow Agent as applicabletransactions contemplated by this Agreement. (b) At or prior to the Closing, Parent or Buyer shall deliver or caused to be delivered to SRAX, each of the following: (i) the Cash Payment, to be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 2.03(b) of the Company Disclosure Schedules; (ii) the officer’s certificate provided Payment Shares (which, for all purposes in Section 6.3(hthis Agreement, may be in the form of book-entry security entitlements representing such shares); (iii) a secretary’s certificatecertificate of the Secretary (or equivalent officer) of each of Parent, B▇▇▇▇ and Merger Sub certifying that (A) attached thereto are true and complete copies of all (1) resolutions adopted by the managers or board of directors, as applicable, of each of the Parent, Buyer and M▇▇▇▇▇ Sub authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (2) resolutions of Buyer approving the Merger and the transactions contemplated hereby and adopting this Agreement, as sole stockholder of Merger Sub, and (B) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (iv) a certificate of the Secretary (or equivalent officer) of Parent, B▇▇▇▇ and Merger Sub certifying as to the incumbency and genuineness of the signatures of the officers of the Parent, B▇▇▇▇ and M▇▇▇▇▇ Sub authorized to sign this Agreement, and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent), dated as within ten (10) days of the Closing Date, duly executed by from the Secretary secretary of state or similar Governmental Authority of the Companyjurisdiction in which each of Parent, attesting to: (A) the incumbent officers of the Company; Buyer and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the CompanySub is organized; (vi) the Articles of Merger in the form required by the VSCASponsorship Agreement, duly executed by the CompanySurviving Corporation; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Employment Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Company: (i) evidence reasonably satisfactory to the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided therein; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser; (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsSurviving Corporation; and (vviii) any additional items required such other documents or instruments as the Company reasonably requests and are reasonably necessary to be delivered at Closing under Section 6.2consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At the Closing, the Company Shareholder shall deliver or cause to be delivered to the PurchaserParent: (i) copies of the Escrow Agreement and any other Transaction Documents a counterpart to each Related Document to which the any Company is a party that are to be entered into at Closingparty, duly executed and delivered by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicablea duly authorized Representative of such Person; (ii) a reasonably current certificate of existence or good standing for each of the officer’s certificate provided Companies issued by its jurisdiction of organization and in Section 6.3(h)each jurisdiction in which the respective Company is qualified to do business; (iii) a secretary’s certificate, dated as copy of the Closing Datefiled stamped articles of incorporation, duly executed by filed with the Secretary secretary of state, and a copy of the Companybylaws (or equivalent agreement or governing document), attesting to: (A) the incumbent officers certified by an officer or other representative of each of the Company; Companies, each in form and (B) substance reasonably satisfactory to the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other TransactionsParent; (iv) good standing certificate for a written resignation and release (effective as to the Company Closing) in form and substance reasonably acceptable to the Commonwealth of VirginiaParent from any individuals identified on Schedule 1.5(a)(iv); (v) written resignations effective as evidence of the Closing Date termination of all officers financing statements and members the release of all Encumbrances filed or outstanding against the Stock or each of the Boards of Directors Companies’ assets, if any, or Payoff Letters committing to release Encumbrances upon receipt of the Companypayoff amount set forth therein; (vi) a non-competition and non-solicitation agreement executed by the Articles of Merger Shareholder in the form required by acceptable to Parent (the VSCA, duly executed by the Company“Non-Competition Agreement”); (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statementeach Required Consent obtained from each Person identified on Schedule 1.5(a)(vii); (viii) an affidavit, under penalties of perjury, stating that employment agreements with certain key employees identified on Schedule 1.5(a)(viii) each in the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the CodeParent and such key employee; (ix) the Shareholder Representative Agreement signed by any minute books, accountability records, equity ledger or other organizational documents of each of the Company Shareholders and the Shareholder RepresentativeCompanies; (x) the Investor Rights Agreement in the form an assignment of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholderintellectual property from inventors/owners acceptable to Parent; (xi) a Form certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Shareholder is not a foreign person within the meaning of Election properly completed and signed from each Company Shareholder;Section 1445 of the Code; and (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items such other agreements and documents required to be delivered by the Target Company at or prior to the Closing under Section 6.3pursuant to this Agreement or as the Target Company and the Parent may mutually agree. (b) At the Closing, the Purchaser Parent shall deliver or cause to be delivered to the Companydelivered: (i) evidence reasonably satisfactory to the Company of each of Shareholder, the payments and deliveries described Cash Amount to the bank account or accounts designated by the Shareholder in Section 2.6(c) and Section 2.6(d) having been made as provided thereinwriting; (ii) the Escrow Agreement, the Investor Rights Agreement payment of third parties by wire transfer of immediately available funds that amount of money due and owing from any other Company to such third parties as Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the PurchaserExpenses; (iii) payment to holders of outstanding Funded Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from any Company to such holder of such outstanding Funded Indebtedness as shown in the officer’s certificate provided in Section 6.2(e)Payoff Letters; (iv) a secretary’s certificate, dated as to the Shareholder certificates for shares (or book entry of shares) of the OrthoPediatrics Stock; (v) Restricted Stock Award Agreements to the persons listed on Schedule 1.4(b)(v) (the “Closing DateRestricted Stock Awards”) and evidence that the Other Restricted Stock Awards are in process; (vi) to the Companies, a counterpart to each Related Document to which such Parent or Merger Sub is a party, duly executed and delivered by a duly authorized Representative of such Person; (vii) to the Secretary Shareholder, a true and complete copy of the PurchaserParent, attesting to: (A) the incumbent officers of the Purchaser resolutions duly and Merger Sub; and (B) resolutions of validly adopted by the Board of Directors or similar governing body of the Purchaser Parent and Merger Sub evidencing the authorization of the execution, delivery and performance of this Agreement, the Related Documents and the stockholders consummation of the transactions contemplated hereby and thereby, certified by an officer of the Parent indicating 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; (viii) to the Shareholder, a certificate of existence or good standing (in such jurisdictions where such status is recognized) for the Parent issued by its jurisdiction of incorporation; (ix) to the Shareholder, a certificate of existence or good standing (in such jurisdictions where such status is recognized) for the Merger Sub andissued by its jurisdiction of incorporation; (x) to the Shareholder, if required under its Organizational Documents or any other Contract a copy of the certificate of incorporation of the Parent, certified by the secretary of state, and a copy of the bylaws of the Parent, certified by an officer of the Parent; (xi) to which it is the Shareholder, a party, copy of the Purchaser, approving certificate of incorporation of the Merger Sub, certified by the secretary of state, and a copy of the other Transactionsbylaws of the Merger Sub, certified by an officer of the Merger Sub; and (vxii) any additional items required such other agreements and documents as Target Company reasonably requests and are reasonably necessary to be delivered at Closing under Section 6.2consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Company ▇▇▇▇▇▇▇ and PubCo shall deliver deliver, or cause to be delivered to the Purchaserdelivered: (i) copies to the Exchange Agent, the Merger Consideration Shares in accordance with Section 2.5(a); (ii) to SPAC, a counterpart (or counterparts) to each of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are Ancillary Agreements to be entered into by PubCo or Merger Sub at the Closing, duly executed by the CompanyPubCo or Merger Sub, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (iiiii) to SPAC, a counterpart of the officer’s certificate provided in Section 6.3(h)Certificate of Merger, duly executed by ▇▇▇▇▇▇ Sub; (iiiiv) to SPAC, a secretary’s certificatecertificate signed by an officer of ▇▇▇▇▇▇▇, dated as of the Closing Date, duly executed by certifying that the Secretary of the Companyconditions specified in Sections 10.2(a), attesting to: (A10.2(b) the incumbent officers of the Company; and (B10.2(c) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginiahave been fulfilled; (v) written resignations effective as to SPAC, evidence in form and substance reasonably acceptable to SPAC of the Closing Date termination of all officers intercompany agreements between ▇▇▇▇▇▇▇ and members any of the Boards of Directors of Target Companies (the Company“Intercompany Agreements”), if any; (vi) to SPAC, evidence in form and substance reasonably acceptable to SPAC of the Articles termination of Merger in all letter agreements (excluding the form required by Intercompany Agreements) between ▇▇▇▇▇▇▇ or any of the VSCA▇▇▇▇▇▇▇ Shareholders, duly executed by on the Companyone hand, and any of the Target Companies, on the other hand (the “Side Letters”), if any; (vii) the Estimated Closing Balance Sheetto SPAC, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as copies of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under approvals, waivers or consents called for by Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii10.2(d); and (xiiiviii) any additional items to SPAC, such other documents or certificates as shall be reasonably determined by SPAC and PubCo to be required to be delivered at Closing under Section 6.3consummate the Transactions. (b) At or prior to the Closing, the Purchaser SPAC shall deliver deliver, or cause to be delivered delivered, to the CompanyPubCo: (i) evidence reasonably satisfactory a counterpart (or counterparts) to the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made Ancillary Agreements to be entered into by SPAC or the Sponsor at the Closing, duly executed by SPAC or the Sponsor, as provided thereinapplicable; (ii) a counterpart of the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at ClosingCertificate of Merger, duly executed by the PurchaserSPAC; (iii) the officer’s a certificate provided in Section 6.2(e); (iv) a secretary’s certificatesigned by an officer of SPAC, dated as of the Closing Date, duly executed by certifying that the Secretary conditions specified in Section 10.3(a) and Section 10.3(b) have been fulfilled; (iv) written resignations of all the directors and officers of SPAC, effective as of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsEffective Time; and (v) any additional items such other documents or certificates as shall be reasonably determined by SPAC and PubCo to be required to consummate the Transactions. (c) At the Closing, PubCo shall pay, or cause to be delivered at Closing paid, by wire transfer of immediately available funds (i) all accrued and unpaid ▇▇▇▇▇▇▇ Transaction Expenses as set forth in the ▇▇▇▇▇▇▇ Transaction Expenses Certificate and (ii) all accrued and unpaid SPAC Transaction Expenses as set forth in the SPAC Transaction Expenses Certificate. (d) At the Closing, in accordance with the SPAC Transaction Expenses Certificate and the Sponsor Support Agreement, PubCo shall issue to the Sponsor, as full repayment of the Sponsor Loans, a number of validly issued, fully paid and non-assessable PubCo Ordinary Shares equal to (i) the aggregate amount outstanding under Section 6.2the Sponsor Loans, divided by (ii) $10.20.

Closing Deliverables. (a) At or prior to the Closing, the Company shall Buyer will deliver or cause to be delivered to the Purchaser: Seller: (i) copies of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at ClosingAgreement, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; Buyer; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing DateRestrictive Covenant Agreements, duly executed by the Secretary of the Company, attesting to: Buyer; (Aiii) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCAAdvisory Agreement, duly executed by Buyer; (iv) a certificate of good standing or existence of the Company; Buyer issued as of a date not more than ten (vii10) days prior to the Estimated Closing Balance SheetDate by the Secretary of State of the State of Nevada; and (v) a certificate of an officer of the Buyer certifying, the schedule setting forth the Estimated Merger Consideration provided for as complete, accurate and in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated effect as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion Closing, attached copies of the Merger Consideration under Section 1445 Buyer’s Governing Documents and all requisite resolutions approving the execution and delivery of this Agreement and the consummation of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3Transactions. (b) At or prior to the Closing, the Purchaser shall deliver Company will deliver, or cause to be delivered delivered, to the Company: Buyer: (i) evidence of termination of its 401(k) plan with a plan termination date as of the Closing; (ii) the Net Working Capital Certificate as part of the Closing Statement, duly executed by an authorized officer of the Company; (iii) duly executed payoff letters in form and substance reasonably satisfactory acceptable to Buyer (the “Payoff Letters”) with respect to the Company Repaid Debt, including the Payoff Amounts, lien release confirmations, and wiring instructions; (iv) resignations of each all members of the payments board of managers and deliveries described officers of the Company (other than any such individuals identified in Section 2.6(cwriting by B▇▇▇▇ at least three (3) Business Days prior to the Closing); (v) a certificate of good standing of the Company issued by the Secretary of State of the State of Texas; (vi) a certificate of an officer of the Company certifying its Governing Documents and Section 2.6(dall requisite resolutions approving the Transactions; (vii) having been made evidence of termination of all Affiliate Agreements; (viii) an electronic copy of the “Project Superfood” data room hosted by Ansarada as provided therein;such data room existed on the Closing Date; and (ix) the Domain Name Assignment Agreement, duly executed by the Company and M▇. ▇▇▇▇▇. (iic) At or prior to the Closing, Seller will deliver, or cause to be delivered, to Buyer: (i) the Escrow Agreement, duly executed by Seller; (ii) a properly executed and completed IRS Form W-9; (iii) the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at ClosingAdvisory Agreement, duly executed by the Purchaser; (iii) the officer’s certificate provided in Section 6.2(e); M▇. ▇▇▇▇▇; and (iv) a secretary’s certificate, dated as of the Closing DateRestrictive Covenant Agreements, duly executed by each Member. (d) Contemporaneous with the Secretary consummation of the Purchaser, attesting to: (A) the incumbent officers Transactions and against receipt of payment of the Purchaser amount due to Seller pursuant to Section 2.2(b)(iv), Seller transfers and Merger Sub; and (B) resolutions assigns to Buyer all of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required to be delivered at Closing under Section 6.2Company Membership Interests.

Closing Deliverables. (a) At On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the Purchaser:following (the “Company Deliverables”): (i) electronic copies of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at ClosingPre-Funded Warrants, duly executed by the Company, Company and registered in the Shareholder Representative, the Paying Agent and the Escrow Agent as applicablename of each Purchaser; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as legal opinion of the Closing Date, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporationCounsel, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable satisfactory to the Purchaser so that Purchasers, executed by such counsel and addressed to the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the CodePurchasers; (ixiii) the Shareholder Representative Agreement signed Registration Rights Agreement, duly executed by each the Company; (iv) [Reserved] (v) the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Warrant Shares; (vi) a certificate of the Secretary of the Company Shareholders (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the Shareholder Representativeother Transaction Documents and the issuance of the Securities and the Warrant Shares, (b) certifying the current versions of the certificate of incorporation, as amended, and bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in substantially the form attached hereto as Exhibit C; (xvii) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors Compliance Certificate referred to facilitate the payments set forth in Section 2.6(d)(iii5.1(h); and (xiiiviii) any additional items required to be delivered at a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing under Section 6.3Date. (b) At On or prior to the Closing, the each Purchaser shall deliver or cause to be delivered to the Company:Company the following (the “Purchaser Deliverables”): (i) evidence reasonably satisfactory to the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided thereinthis Agreement, duly executed by such Purchaser; (ii) the Escrow Agreementits Subscription Amount, the Investor Rights Agreement in United States dollars and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser;in immediately available funds; and (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificate, dated as of the Closing DateRegistration Rights Agreement, duly executed by the Secretary of the such Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required to be delivered at Closing under Section 6.2.

Closing Deliverables. (a) At the Closing, the Company shall will deliver or cause to be delivered to the Purchaserdelivered: (i) copies to Acquiror, a certificate signed by an officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Sections 10.2(a), 10.2(b) and 10.2(c) have been fulfilled; (ii) to Acquiror, the written resignations of all of the directors of the Company (other than any such Persons identified as the initial directors of the Surviving Company, in accordance with Section 2.6), effective as of the Effective Time; (iii) to Acquiror, the Registration Rights Agreement, duly executed by the Secretary of Major Company Equityholders who have elected to execute the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other TransactionsRegistration Rights Agreement; (iv) good standing certificate for to Acquiror, evidence that all Affiliate Agreements (other than those set forth on Section 7.4 of the Company in Disclosure Letter) have been terminated or settled at or prior to the Commonwealth Closing without further liability to Acquiror, the Company or any of Virginiathe Company’s Subsidiaries; (v) written resignations effective to Acquiror, with respect to each Blocker or Blocker Owner, as applicable, either (i) an executed IRS Form W-9 from the Blocker Owner or (ii) a certificate on behalf of the Closing Date Blocker, prepared in a manner consistent and in accordance with the requirements of all officers Treasury Regulations Sections 1.897-2(g), (h) and members 1.1445-2(c)(3), certifying that no interest in such Blocker is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Boards Code, a “U.S. real property interest” within the meaning of Directors Section 897(c) of the Code, and a form of notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2) with respect to each Blocker, provided that the Company shall deliver to the Blocker a certificate signed under penalties of perjury (in such form as may be reasonably requested by counsel to the Blocker) certifying that the fair market value of the Company;’s U.S. real property interests does not equal or exceed fifty percent (50%) of the fair market value of (A) the Company’s U.S. real property interests, (B) the Company’s interests in real property located outside the United States, plus (C) any other of its assets which are used or held for use in a trade or business; and (vi) the Articles of Merger in the form required by the VSCAto Acquiror, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each certificate on behalf of the Company Shareholders and conforming to the Shareholder Representative; (x) the Investor Rights Agreement in the form requirements of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Treasury Regulations Section 2.6(d)(iii1.1445-11T(d)(2); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, each of the Purchaser shall Blockers will deliver or cause to be delivered to the Company: (i) evidence reasonably satisfactory to the Company Acquiror, a certificate signed by an authorized Person of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided therein; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser; (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificatesuch Blocker, dated as of the Closing Date, certifying that, to the knowledge and belief of such authorized Person, the conditions specified in Section 10.2(a) solely with respect to the representations and warranties of such Blocker contained in this Agreement, and Section 10.2 (b) solely with respect to the covenants of such Blocker to be performed as of or prior to the Closing, have been fulfilled. (c) At the Closing, Acquiror will deliver or cause to be delivered: (i) to the Exchange Agent, the Distributable Aggregate Merger Consideration for further distribution to the Company Equityholders (excluding the Blockers) and each Blocker Owner pursuant to Section 3.2; (ii) to the Company, a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 10.3(a) and Section 10.3(b) have been fulfilled; (iii) to the Company, the Registration Rights Agreement, duly executed by duly authorized representatives of Acquiror and the Secretary Sponsor; and (iv) to the Company, the written resignations of all of the Purchaser, attesting to: (A) the incumbent directors and officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Acquiror, Merger Sub and the stockholders Blocker Merger Subs (other than those Persons identified as the initial directors and officers, respectively, of Merger Sub andAcquiror after the Effective Time, if required under its Organizational Documents or any other Contract to which it is a partyin accordance with the provisions of Section 2.6 and Section 8.6), effective as of the Purchaser, approving the Merger and the other Transactions; andEffective Time. (vd) On the Closing Date, concurrently with the Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued transaction expenses of Acquiror and its Affiliates (which shall include any additional items required outstanding amounts under any Working Capital Loans) as set forth on a written statement to be delivered at to the Company not less than two (2) Business Days prior to the Closing under Section 6.2Date and (ii) all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll. (e) Each Blocker will deliver or cause to be delivered to Acquiror and the Company, the Registration Rights Agreement, duly executed by duly authorized representatives of such Blocker’s Blocker Owner.

Closing Deliverables. (a) At the Closing, the Company SPAC shall deliver deliver, or cause to be delivered delivered, to the Purchaser: (i) copies Company a certificate signed by a duly authorized signatory of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificateSPAC, dated as of the Closing Date, certifying that the conditions specified in ‎Section 6.3(a), ‎Section 6.3(b) and ‎Section 6.3(c) have been fulfilled (other than any such condition that has been duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed waived by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser Company shall deliver deliver, or cause to be delivered delivered, to the CompanySPAC: (i) evidence reasonably satisfactory to a certificate signed by the Company of each chief executive officer of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided therein; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser; (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificateCompany, dated as of the Closing Date, certifying that the conditions specified in ‎Section 6.2(a), ‎Section 6.2(b) and ‎Section 6.2(c) have been fulfilled (other than any such condition that has been duly waived by the SPAC); (ii) certificate of good standing of the Company as of a date no earlier than five (5) Business Days prior to the Closing Date; (iii) a certificate executed by the Secretary Company’s secretary certifying as to the validity and effectiveness of, and attaching, (a) copies of the Purchaser, attesting to: Company’s Organizational Documents as in effect as of the Closing Date (Aimmediately prior to the Amalgamation Effective Time); (b) the incumbent Company Board Approval and the Company Shareholder Approval; and (c) the incumbency of officers of the Purchaser and Merger Sub; and Company authorized to execute this Agreement or any Transaction Document to which the Company is or is required to be a party or otherwise bound; (Biv) resolutions evidence reasonably acceptable to the SPAC that the Shareholders’ Agreement has been validly terminated as of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsClosing Date; and (v) any additional items required duly executed confirmatory assignment agreements, in the form acceptable to be delivered at Closing under Section 6.2the SPAC, acting reasonably, by and between each individual involved in the development of the Company’s Intellectual Property (including without limitation those listed on ‎Section 3.16 of the Company Disclosure Schedule) and the Company to assign all of such individual’s rights in such Intellectual Property to the Company (the “Confirmatory Assignment Agreements”), together with evidence reasonably acceptable to SPAC that such assignment has been duly recorded with or approved by all relevant Authorities, including the United States Patent and Trademark Office and the Canadian Intellectual Property Office.

Closing Deliverables. (a) At the Closing, the Company shall will deliver or cause to be delivered to the PurchaserParent: (i) copies a certificate signed by an officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, in his or her capacity as such, dated the Shareholder RepresentativeClosing Date, certifying that, the Paying Agent conditions specified in Section 9.2(a), Section 9.2(b), and the Escrow Agent as applicableSection 9.2(c) have been fulfilled; (ii) the officer’s certificate provided in Section 6.3(h)Amended Registration Rights Agreement, duly executed by the Requisite Company Stockholders; (iii) a secretary’s certificate, dated as of the Closing DateLock-Up Agreement, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors Company and the Requisite Company Shareholder Consent approving the Merger and the other Transactions;Stockholders; and (iv) good standing certificate for the Company in the Commonwealth payoff letters, substantially final drafts of Virginia; which shall be delivered to Parent at least five (v5) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of Business Days prior to the Closing Date and the executed copies of which shall be delivered at least two (2) Business Days prior to the Closing Date, in each case, in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable satisfactory to Parent with respect to the Purchaser so that Payoff Indebtedness, (A) setting forth the Purchaser is exempt from withholding any portion amount required to repay in full all such Indebtedness, (B) providing for a release of all security interests granted by the Company and its Subsidiaries to the holders of such Indebtedness upon satisfaction of the Merger Consideration under Section 1445 conditions set forth therein and (C) including a customary commitment by the holders of such Indebtedness (or such agent or trustee on behalf thereof) to execute and provide documentation and filings reasonably necessary to evidence the Code; (ix) release or termination of such security interests; provided that Parent and the Shareholder Representative Agreement signed by each Company may agree prior to Closing to permit any or all Indebtedness of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement its Subsidiaries to remain outstanding, in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to which case no payoff letters with respect thereto shall be delivered at Closing under Section 6.3required. (b) At the Closing, the Purchaser shall Parent will deliver or cause to be delivered to the Company: (i) evidence reasonably satisfactory to a certificate signed by an officer of Parent, in his or her capacity as such, dated the Company of each of Closing Date, certifying that, the payments and deliveries described conditions specified in Section 2.6(c9.3(a), Section 9.3(b), Section 9.3(c) and Section 2.6(d9.3(f) having have been made as provided thereinfulfilled; (ii) the Escrow Agreement, written resignations of all of the Investor Rights Agreement directors and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed officers of Parent designated by the PurchaserCompany in writing (email sufficient), effective as of the First Effective Time; (iii) the officer’s certificate provided in Section 6.2(e);Amended Registration Rights Agreement, duly executed by Parent and Sponsor; and (iv) a secretary’s certificatethe Lock-Up Agreement, dated as of duly executed by Parent, First Merger Sub and Second Merger Sub. (c) On the Closing Date, duly executed Parent shall pay or cause to be paid by the Secretary wire transfer of the Purchaserimmediately available funds, attesting to: (Ai) the incumbent officers of the Purchaser all accrued and Merger Sub; unpaid Parent Transaction Expenses and any Excluded Parent Transaction Expenses (Bother than any Excess Parent Transaction Expenses which Sponsor elected to discharge by payment in cash) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is as set forth on a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required written statement to be delivered to the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, and (ii) all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Parent 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 Company Transaction Expenses due to current or former employees of the Company or any of its Subsidiaries shall be paid to the Company or its applicable Subsidiary for further payment to such employees through payroll. (d) On the Closing Date, immediately following the consummation of the First Merger, receipt of the proceeds of the PIPE Subscriptions, and payment of the Company Transaction Expenses, the Parent Transaction Expenses and the Excluded Parent Transaction Expenses in accordance with Section 2.7(c), Parent shall use any remaining cash proceeds from the Transaction (which such cash proceeds shall consist solely of cash and cash equivalents of Parent immediately prior to the First Merger, the balance of Parent’s Trust Account after giving effect to the Parent Share Redemptions and the net proceeds of the PIPE Subscriptions, if any, and the Company’s net proceeds pursuant to the Designated Company Warrants, as well as, if applicable, proceeds of the Backstop Subscription) to repay or cause to be repaid by wire transfer of immediately available funds, the accrued and unpaid Indebtedness of the Company Group (the “Payoff Indebtedness”); provided that Parent and the Company may agree prior to Closing to permit any or all Indebtedness of the Company and its Subsidiaries to remain outstanding, and; provided, further, that if the aggregate amount of Payoff Indebtedness exceeds the Primary Cash Amount, the amount of Indebtedness of the Company Group that is paid off at the Closing under shall be reduced to an amount that does not exceed the portion of the Primary Cash Amount that is available for the repayment of such Indebtedness. For the avoidance of doubt, this Section 6.22.7(d) shall not require that cash and cash equivalents held by the Company Group immediately prior to the First Effective Time be used to repay Indebtedness of the Company Group.

Closing Deliverables. (a) At the Closing, the Company shall will deliver or cause to be delivered to the Purchaserdelivered: (i) copies to Acquiror, a certificate signed by an officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(c) have been fulfilled; (ii) to Acquiror, the written resignations of all of the managers of the Company (other than any such Persons identified as initial managers of the Surviving Company, in accordance with Section 2.6), effective as of the Effective Time; (iii) to Acquiror, duly executed by copies of documentation reasonably necessary to evidence the Secretary adoption and implementation of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other TransactionsIncentive Plan; (iv) good standing certificate for to Acquiror, duly executed copies of each of the Precedent Transaction Agreements to which the Company in the Commonwealth of Virginia;is a party; and (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCAto Acquiror, a duly executed by IRS Form W-9 from the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for Company Equityholder and each applicable Company Minority Equityholder certifying that such Person is a “United States person” as defined in Section 2.6(b)(ii)(B7701(a)(30) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall Acquiror will deliver or cause to be delivered to the Companydelivered: (i) evidence reasonably satisfactory to the Company of each of Equityholder, the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided thereinClosing Merger Consideration; (ii) to each of the Escrow AgreementCompany Minority Equityholders, the Investor Rights Agreement and any other Transaction Documents applicable portion of the Minority Merger Consideration payable to which such Company Minority Equityholder as set forth in Section 2.1 of the Purchaser is a party that are to be entered into at Closing, duly executed by the PurchaserCompany Disclosure Letter; (iii) to the officer’s certificate provided in Section 6.2(e)Company, duly executed copies of documentation reasonably necessary to evidence the adoption and implementation of the Incentive Plan; (iv) to the Company, a secretary’s certificatecertificate signed by an officer of Acquiror, dated as of the Closing Date, duly executed by certifying that, to the Secretary knowledge and belief of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a partysuch officer, the Purchaserconditions specified in Section 9.3(a), approving the Merger Section 9.3(b) and the other TransactionsSection 9.3(c) have been fulfilled; and (v) to the Company, the written resignations of all of the applicable managers, directors and officers of Acquiror and ▇▇▇▇▇▇ Sub (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.5), effective as of the Effective Time. (c) At the Closing, unless other arrangements for Unpaid Transaction Expenses are mutually agreed by the Acquiror and the Company, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued transaction expenses of Acquiror and those incurred, accrued, paid or payable by Acquiror’s Affiliates on Acquiror’s behalf (which shall include any additional items required outstanding amounts under any Working Capital Loans) as set forth on a written statement to be delivered at to the Company not less than two (2) Business Days prior to the Closing under Section 6.2Date and (ii) all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or managers of the Company shall be paid to the Company for further payment to such employee, independent contractor, officer or manager through the Company’s payroll.

Closing Deliverables. (a) At Upon the terms and subject to the conditions of this Agreement, at the Closing, SRP has delivered, or caused to have been delivered, to YieldCo LLC or YieldCo each of the Company shall deliver or cause to be delivered to the Purchaserfollowing: (i) copies of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicableLock-Up Agreement; (ii) the officer’s certificate provided in Section 6.3(h); (iii) Shares by delivering a secretary’s certificate, dated as written instrument of assignment and evidence of the Closing Datetransfer thereof, duly executed by the Secretary free and clear of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the any Liens other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3than Permitted Liens. (b) At Upon the terms and subject to the conditions of this Agreement, at the Closing, YieldCo LLC or YieldCo has delivered, or caused to have been delivered, to SRP, or its designee, each of the Purchaser shall deliver or cause to be delivered to the Companyfollowing: (i) the Consideration by [delivering a written instrument of assignment and evidence reasonably satisfactory of the transfer thereof, free and clear of any Liens or interests of any Person] [and/or] [wire transfer of immediately available funds, to an account designated in writing (or via email) by SRP at least one Business Day prior to the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided therein;Closing Date; and (ii) [a certificate of Yield Co LLC’s or YieldCo’s transfer agent certifying as to the Escrow Agreement, book entry of the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser;Consideration]. (iii) YieldCo LLC shall deliver (A) an executed indemnity agreement in the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificate, form of that certain Indemnity Agreement dated as of November 9, 2012, by and among AES U.S. Solar, LLC, AES Solar Power, LLC, Imperial Valley Solar 1, LLC and R/C US Solar Investment Partnership, L.P. (the Closing Date, duly executed by the Secretary “Mt. Signal Indemnity Agreement”) pursuant to which YieldCo LLC will make representations and covenants with respect to itself in substance similar to those set forth in Sections 3 and 4(a) and (b) of the Purchaser, attesting to: (A) Mt. Signal Indemnity Agreement and which will remain in effect until the incumbent officers second anniversary of the Purchaser and Merger Sub; end of the Recapture Period) (the “A&R Mt. Signal Indemnity Agreement”) and (B) resolutions an executed side letter in favor of Imperial Valley Solar 1, LLC which shall contain provisions, in form and substance satisfactory to Imperial Valley Solar 1, LLC, which restrict until the second anniversary of the Board of Directors or similar governing body end of the Purchaser Recapture Period any direct or indirect transfers of ownership by such purchaser or transferee to any Disqualified Person or that would otherwise result in loss or liability resulting from any portion of any grant in lieu of tax credits paid to Imperial Valley Solar 1, LLC with respect to the Mount Signal Property pursuant to Section 1603 of the American Recovery and Merger Sub and the stockholders Reinvestment Tax Act of Merger Sub and2009, if required under its Organizational Documents as amended, being “recaptured,” disallowed, reduced or any other Contract to which it is a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required to be delivered at Closing under Section 6.2unavailable.

Closing Deliverables. (a) At the Closing, the Company shall Members will deliver or will cause to be delivered to the PurchaserAcquiror: (i) copies a certificate signed by an officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, duly executed by certifying that, to the Secretary knowledge and belief of such officer, the conditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(c) have been fulfilled; (ii) the written resignations of all of the directors of the Company (other than those Persons identified as the directors of the Company, attesting to: in accordance with Section 2.5), effective as of the Effective Time; (Aiii) the incumbent officers Registration Rights Agreement, duly executed by a duly authorized representative of the Company; Company and (B) the resolutions each of the Board Members set forth in Section 2.3(a)(ii) of Directors and the Company Shareholder Consent approving the Merger and the other TransactionsMember Disclosure Letter; (iv) good standing certificate for the Company Lock-Up Agreements, duly executed by the Lock-Up Members, in the Commonwealth of Virginiaaccordance with Section 6.7; (v) written resignations effective the amended and restated limited partnership agreement of Acquiror LP in a form to be agreed upon by the parties and with the terms set forth on Exhibit D hereto (with such changes as of the Closing Date of all officers may be agreed in writing by Acquiror and members of the Boards of Directors of the Company) (the “Amended and Restated Waldencast Partners LP Agreement “), duly executed by the Members, in their capacity as limited partners of Acquiror LP; (vi) duly executed instruments of transfer, and for each of such Members that has a spouse, a spousal consent, and any other documents necessary to transfer title to the Articles Membership Units to the Purchasers (in each case, in form and substance reasonably acceptable to the Purchasers); provided that such instruments of Merger transfer shall represent, in the form required by aggregate, all (100%) of the VSCA, duly executed by issued and outstanding Membership Units of the Company; (vii) the Estimated Closing Balance Sheetwith respect to each Member, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B(i) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, properly executed IRS Form W-9 dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(hDate, or (ii) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion a properly executed applicable IRS Form W-8 dated as of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii)Closing Date; and (xiiiviii) any additional items required to be delivered at Closing under a duly executed certificate on behalf of the Company, prepared in a manner consistent with and in accordance with the requirements of Treasury Regulation Section 6.31.1445-11T(d)(2)(i). (b) At the Closing, the Purchaser shall Acquiror will deliver or cause to be delivered to the Company:Company (unless otherwise set forth below): (i) evidence reasonably satisfactory to the Company of each of Paying Agent, the payments Milk Cash Consideration and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided thereinthe Domesticated Acquiror Non-Economic Common Stock; (ii) a certificate signed by an officer of Acquiror, dated the Escrow AgreementClosing Date, certifying that, to the knowledge and belief of such officer, the Investor Rights Agreement conditions specified in Section 9.3(a) and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the PurchaserSection 9.3(b) have been fulfilled; (iii) the officer’s certificate provided in Section 6.2(e);Registration Rights Agreement, duly executed by duly authorized representatives of Acquiror and the Sponsor; and (iv) the Amended and Restated Waldencast Partners LP Agreement, duly executed by Acquiror and Holdco Purchaser, in its capacity as general partner of Acquiror LP. (c) On the Closing Date, concurrently with the Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid Acquiror Transaction Expenses (including amounts owed under outstanding Working Capital Loans) as set forth on a secretarywritten statement to be delivered to the Company not less than two (2) Business Days prior to the Closing Date and (ii) all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided that any Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s certificatepayroll. (d) Not less than two (2) Business Days prior to the Closing Date, dated (i) Acquiror shall deliver to the Company a good faith estimate of the expected cash and cash equivalents of Acquiror and each of its Subsidiaries, in each case, as of the Closing Date, duly executed by and (ii) the Secretary Company shall deliver to each of Acquiror and Obagi a good faith estimate of the Purchaser, attesting to: (A) the incumbent officers expected cash and cash equivalents of the Purchaser Company and Merger Sub; and (B) resolutions each of its Subsidiaries, in each case, as of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required to be delivered at Closing under Section 6.2Closing.

Closing Deliverables. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaserdelivered: (i) copies to Acquiror, a certificate signed by an officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in ‎Section 9.2(a), ‎Section 9.2(b) and ‎Section 9.2(c) have been fulfilled; (ii) to Acquiror, the Registration Rights Agreement, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; Color Up and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other TransactionsHS3; (iviii) good standing certificate for to each of Color Up and HS3, a counterpart to the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCAA&R OP LPA, duly executed by the Company;; and (viiiv) the Estimated Closing Balance Sheetto Acquiror, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) a duly executed and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that completed IRS Form W-9 from the Company is not and has not been a United States real property holding corporation, dated each holder of MIC Common Stock Warrants that are outstanding and unexpired as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so provided, however, that the Purchaser is exempt sole remedy of Acquiror for the failure to provide any such IRS Forms W-9 shall be to withhold Taxes from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights consideration otherwise payable pursuant to this Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3accordance with ‎Section 3.5. (b) At the Closing, the Purchaser shall Acquiror will deliver or cause to be delivered to the Companydelivered: (i) evidence reasonably satisfactory to the Company Company, a certificate signed by an officer of each Acquiror, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the payments and deliveries described conditions specified in Section 2.6(c‎Section 9.3(a), ‎Section 9.3(b) and Section 2.6(d‎Section 9.3(d) having have been made as provided thereinfulfilled; (ii) to the Escrow AgreementCompany, the Investor Registration Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at ClosingAgreement, duly executed by duly authorized representatives of Acquiror, the PurchaserSponsor and the Holders (as defined in the Sponsor Agreement); (iii) a copy of the officer’s certificate provided in Section 6.2(e);Trust Termination Letter, duly executed by a duly authorized representative of Acquiror; and (iv) a secretary’s certificateto the Company, dated the written resignations of all of the directors and officers of the Acquiror Entities (other than those Persons identified as the directors and officers, of Acquiror after the Domestication, in accordance with ‎Section 7.6 or as otherwise agreed between the parties), effective as of the Closing Date, duly executed by the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required to be delivered at Closing under Section 6.2Effective Time.

Closing Deliverables. (a) At the Closing, the Company shall will deliver or cause to be delivered to the Purchaserdelivered: (i) copies to Acquiror, a certificate signed by an officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, duly executed by certifying that, to the Secretary knowledge and belief of such officer, the Company, attesting to: (Aconditions specified in Section 9.2(a) the incumbent officers of the Company; and (BSection 9.2(b) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactionshave been fulfilled; (ivii) good standing certificate for to Acquiror, the written resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in the Commonwealth of Virginia; (v) written resignations accordance with Section 2.6), effective as of the Closing Date of all officers and members of the Boards of Directors of the CompanyEffective Time; (viiii) to Acquiror, the Articles of Merger in the form required by the VSCARegistration Rights Agreement and each Lock-Up Agreement, subject to Section 6.8, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each stockholders of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in on Section 2.6(d)(iii)2.4(a)(iii) if the Company Disclosure Letter; and (xiiiiv) any additional items required to be delivered at Acquiror, a certificate on behalf of the Company dated no more than thirty (30) days prior to the Closing under Date, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 6.3897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, the Purchaser shall Acquiror will deliver or cause to be delivered to the Companydelivered: (i) evidence reasonably satisfactory to the Company of each of Exchange Agent, the payments and deliveries described in Aggregate Merger Consideration for further distribution to the Company’s stockholders pursuant to Section 2.6(c) and Section 2.6(d) having been made as provided therein3.2; (ii) to the Escrow AgreementCompany, a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the Investor Rights Agreement conditions specified in Section 9.3(a) and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the PurchaserSection 9.3(b) have been fulfilled; (iii) to the officer’s certificate provided in Section 6.2(e)Company, the Registration Rights Agreement and each Lock-Up Agreement, duly executed by duly authorized representatives of Acquiror and the Sponsor and each of the other parties listed on the Schedule to the Sponsor Support Agreement; (iv) a secretary’s certificateto the Company, dated the written resignations of all of the directors and officers of Acquiror and Merger Sub (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Closing Date, duly executed by the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsEffective Time; and (v) The certificate of incorporation and bylaws of Acquiror shall have been amended and restated substantially in the forms attached as Exhibit A and Exhibit B hereto. (c) On the Closing Date, concurrently with the Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, (i) 2022 Company Convertible Note Payoff Amount (and shall cause to be executed and filed Uniform Commercial Code Termination Statements and such other documents or endorsements reasonably necessary to release all Liens and other security interests in the assets and properties of the Company and its Subsidiaries), (ii) all accrued transaction expenses of Acquiror, including the Deferred Underwriting Fee Amount, and those incurred, accrued, paid or payable by Acquiror’s Affiliates on Acquiror’s behalf (which shall include any additional items required outstanding amounts under any Working Capital Loans) as set forth on a written statement (the “Acquiror Closing Statement”) to be delivered at to the Company not less than two (2) Business Days prior to the Closing under Section 6.2Date, which shall include reasonable supporting documentation used by Acquiror in determining such transaction expenses, including corresponding invoices or similar documentation accounting for such costs and (iii) all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement (the “Closing Statement”) to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, which shall include (A) the respective amounts and wire transfer instructions for the payment thereof, and (B) reasonable supporting documentation used by the Company in determining the Unpaid Transaction Expenses, including corresponding invoices or similar documentation accounting for such costs; provided, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll. Acquiror and its representatives shall have a reasonable opportunity to review and discuss with the Company and its representatives the documentation provided in connection with the Closing Statement. The Company shall, and shall procure its Subsidiaries to, reasonably assist Acquiror and its representatives in its review of such documentation and shall consider in good faith Acquiror’s comments on the Closing Statement, and if any adjustments are made to the Closing Statement prior to the Closing, such adjusted Closing Statement shall thereafter become the Closing Statement for purposes of this Agreement; provided, for the avoidance of doubt, that in no event will the Closing be conditioned upon making any adjustments requested by Acquiror. The Company and its representatives shall have a reasonable opportunity to review and discuss with Acquiror and its representatives the documentation provided in connection with the Acquiror Closing Statement. Acquiror shall, and shall procure its representatives to, reasonably assist the Company and its representatives in its review of such documentation and shall consider in good faith the Company’s comments on the Acquiror Closing Statement, and if any adjustments are made to the Acquiror Closing Statement prior to the Closing, such adjusted Acquiror Closing Statement shall thereafter become the Acquiror Closing Statement for purposes of this Agreement; provided, for the avoidance of doubt, that in no event will the Closing be conditioned upon making any adjustments requested by the Company.

Closing Deliverables. (a) At the Closing, the Company shall will deliver or cause to be delivered to the Purchaserdelivered: (i) copies to Acquiror, a certificate signed by an officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, duly executed by certifying that, to the Secretary knowledge and belief of such officer, the Company, attesting to: (Aconditions specified in Section 9.2(a) the incumbent officers of the Company; and (BSection 9.2(b) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactionshave been fulfilled; (ivii) good standing certificate for to Acquiror, the written resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in the Commonwealth of Virginia; (v) written resignations accordance with Section 2.6), effective as of the Closing Date of all officers and members of the Boards of Directors of the CompanyEffective Time; (viiii) to Acquiror, the Articles of Merger in the form required by the VSCARegistration Rights Agreement, duly executed by the Company; (vii) Major Company Stockholders who have elected to execute the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Registration Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiiiiv) any additional items required to be delivered at Closing under Acquiror, a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 6.3897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, the Purchaser shall Acquiror will deliver or cause to be delivered to the Companydelivered: (i) evidence reasonably satisfactory to the Company of each of Exchange Agent, the payments and deliveries described in Aggregate Merger Consideration for further distribution to the Company’s stockholders pursuant to Section 2.6(c) and Section 2.6(d) having been made as provided therein3.2; (ii) to the Escrow AgreementCompany, a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the Investor Rights Agreement conditions specified in Section 9.3(a) and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the PurchaserSection 9.3(b) have been fulfilled; (iii) to the officer’s certificate provided in Section 6.2(e);Company, the Registration Rights Agreement, duly executed by duly authorized representatives of Acquiror and the Sponsor; and (iv) a secretary’s certificateto the Company, dated the written resignations of all of the directors and officers of Acquiror and Merger Sub (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time. (c) On the Closing Date, duly executed concurrently with the Effective Time, Acquiror shall pay or cause to be paid by the Secretary wire transfer of the Purchaserimmediately available funds, attesting to: (Ai) the incumbent officers all accrued transaction expenses of the Purchaser Acquiror and Merger Sub; and those incurred, accrued, paid or payable by Acquiror’s Affiliates on Acquiror’s behalf (Bwhich shall include any outstanding amounts under any Working Capital Loans) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is as set forth on a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required written statement to be delivered at to the Company not less than two (2) Business Days prior to the Closing under Section 6.2Date and (ii) all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll.

Closing Deliverables. (a) At or prior to the Closing, the Company Stockholders Representative shall deliver or cause to be delivered to the PurchaserParent and Merger Sub: (i) copies a certificate of an authorized officer of the Escrow Agreement Company and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Stockholders Representative, dated as of the Paying Agent Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b), and the Escrow Agent as applicableSection 7.2(c) have been satisfied; (ii) the officer’s certificate provided Company Stock Certificates, free and clear of all encumbrances, duly endorsed in Section 6.3(h)blank or other instruments of transfer duly executed in blank, with all required stock transfer stamps affixed thereto; (iii) a secretarycertificate from (A) the Delaware Secretary of State and (B) the Secretary of State of each jurisdiction in which the Company is qualified, in each case, to the effect that the Company is in good standing (or the equivalent thereof) in such jurisdiction as of a date not more than ten (10) Business Days prior to the Closing, and a duly executed certificate of the Secretary or other duly authorized officer of the Company, dated as of the Closing Date, certifying as to and attaching (A) a copy of the Company’s certificatearticles of incorporation and all amendments thereto, certified as of a date not more than five (5) Business Days prior to Closing by the Secretary of State of the State of Delaware, (B) a true, correct, and complete copy of the bylaws of the Company, (C) a copy of the of resolutions duly and validly adopted by the board of directors and shareholders of the Company evidencing their respective authorization of the execution and delivery of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby (including the Merger), and (D) specimen signatures of each officer who will execute any agreements, certificates, or instruments contemplated by this Agreement; (iv) a certificate dated as of the Closing Date from each Stockholder, sworn under penalty of perjury and in form and substance required under Section 1445 of the Code and the Treasury Regulations promulgated thereunder, stating that such Stockholder is not a foreign person for purposes of Section 1445 of the Code; (v) all consents, waivers, and approvals (in form and substance acceptable to Parent) of parties to any Contract (including Real Property Leases) set forth on Section 2.5(a) and Section 2.5(b) of the Company Disclosure Schedule hereto as are required thereunder in connection with the Merger, or for any such Contract to remain in full force and effect without limitation, modification or alteration after the Effective Time; (vi) a copy of pay-off letter(s) in customary form with respect to all Indebtedness and Company Transaction Expenses providing for the satisfaction and discharge of all obligations in respect of all Indebtedness and Company Transaction Expenses and release of all Liens, executed by such holder and delivered to Parent at least two (2) Business Days prior to the Closing; (vii) original corporate records and minute books to the extent not in the possession and control of the Company and stored at the Company’s headquarters in Glendale, Arizona; (viii) an Acknowledgement, Agreement, and General Release, duly executed by the Company and each Franchisee; (ix) the Restrictive Covenant Agreements, dated as of the Closing Date, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; Company and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder RepresentativeStockholder; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Company: (i) evidence reasonably satisfactory to the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided therein; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser; (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificateEmployment Agreements, dated as of the Closing Date, duly executed by the Secretary Company and each of D▇▇▇▇▇ ▇▇▇▇, A▇▇▇ ▇▇▇▇▇▇▇▇▇, and J▇▇▇▇▇ ▇▇▇▇▇▇; (xi) the Lock-up Agreements, dated as of the PurchaserClosing Date, attesting to: duly executed by the Company and each Stockholder; (Axii) a Confidentiality and Invention Assignment Agreement, in form and substance reasonably acceptable to Parent, between the Company, on one hand, each employee of the Company and each Person who developed the point of sale proprietary software, on the other hand; (xiii) a copy of the source code for the Company’s point of sale proprietary software in permanently accessible digital format; (xiv) evidence satisfactory to Parent that the Office Building Lease, dated August 9, 2016, as amended, has been assigned from Wood to the Company and all required consents necessary for such transfer have been obtained; (xv) evidence satisfactory to Parent that the PlayLive Trademarks have been transferred to the Company; (xvi) a License Agreement, dated as of the Closing Date, in form and substance acceptable to Parent, between the Company and Grindless, LLC; (xvii) the incumbent officers Certificate of Merger, dated as of the Purchaser and Merger Sub; and Closing Date, duly executed by the Company; (Bxviii) resolutions of an Escrow Agreement, dated the Board of Directors or similar governing body of the Purchaser and Merger Sub Closing Date, among Stockholders Representative, Parent, and the stockholders of Merger Sub andEscrow Agent, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other Transactionsduly executed by Stockholders Representative; and (vxix) any additional items required all other documents reasonably requested by Parent in order to be delivered at Closing under Section 6.2consummate the transaction contemplated by this Agreement and the Related Agreements.

Closing Deliverables. (a) At the Closing, the Company shall deliver or cause to be delivered to the PurchaserGF shall: (i) copies of the Escrow Agreement and make any other Transaction Documents to which the Company is a party that are payments required to be entered into at Closing, duly executed made by GF or on GF’s behalf in connection with the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicableGF Stockholder Redemptions pursuant to Section 6.10; (ii) deliver to the officer’s certificate provided in Section 6.3(h);Company the Registration Rights and Lock-Up Agreement, duly executed by a duly authorized representative of the Sponsor; and (iii) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of deliver to the Company, attesting to: a certificate signed by an officer of GF, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (Ah) and 1.1445-2(c)(3), certifying that no interest in GF is, or has been during the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for relevant period specified in Section 2.6(b)(ii)(B897(c)(1)(A)(ii) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix, a “U.S. real property interest” within the meaning of Section 897(c) the Shareholder Representative Agreement signed by each of the Company Shareholders Code, and the Shareholder Representative; (x) the Investor Rights Agreement in the a form of Exhibit 2.7(a)(x) notice to the Internal Revenue Service (the “Investor Rights AgreementIRS”) signed by each Company Shareholder; (xi) a Form prepared in accordance with the provisions of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Treasury Regulations Section 2.6(d)(iii1.897-2(h)(2); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the CompanyCompany shall: (i) evidence reasonably satisfactory deliver to the Company of each GF a copy of the payments Articles Amendment, approved by the Company’s General Assembly and deliveries described in Section 2.6(cready for immediate filing with the relevant Turkish trade registry (Istanbul Trade Registry) and Section 2.6(dpublication in the Trade Registry Gazette, to take place within thirty (30) having been made as provided thereindays following the Closing Date; (ii) the Escrow Agreementpay, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are or cause to be entered into at Closingpaid, all Transaction Costs payable by the Company pursuant to Section 10.10 hereof to the applicable payees; (iii) deliver to GF the Registration Rights and Lock-Up Agreement, duly executed by the Purchaser; (iii) Company and the officer’s certificate provided in Section 6.2(e)applicable Company Shareholders; (iv) deliver to GF an executed trademark assignment agreement in a secretary’s certificate, dated as form approved by GF pursuant to which all company trademarks listed on Section 3.13(a) of the Closing Date, duly executed by Company Disclosure Letter are transferred to the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsCompany; and (v) any additional items required deliver to be delivered at Closing under GF (A) an executed domain name assignment agreement in a form approved by GF pursuant to which the Company domain names listed on Section 6.23.13(a) of the Company Disclosure Letter (“Company Domain Name”) are transferred to the Company or (B) documentation in a form approved by GF evidencing that Company Domain Names are controlled by the Company via a Company domain name registrar account.

Closing Deliverables. (a) At the Closing, the Company Seller shall deliver deliver, or cause to be delivered to the PurchaserCompany the following: (i) copies all consents and approvals necessary to effectuate the transfer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicablePurchased Assets; (ii) a ▇▇▇▇ of sale in a form and substance satisfactory to the officer’s certificate provided Company (the “▇▇▇▇ of Sale”) transferring the tangible personal property included in Section 6.3(h)the Purchased Assets to the Company; (iii) an assignment and assumption agreement in a secretary’s certificate, dated as form and substance satisfactory to the Company (the “Assignment and Assumption Agreement”) effecting the assignment to and assumption by the Company of the Closing Date, duly executed by Purchased Assets and the Assumed Liabilities; (iv) a certificate of the Secretary (or equivalent officer) of the Company, attesting to: Seller certifying as to (A) the incumbent officers accuracy and completeness of the Companyrepresentations and warranties made by the Seller in this Agreement; and (B) the resolutions of the Board Seller, duly adopted and in effect, which authorize the execution, delivery and performance of Directors this Agreement and the Company Shareholder Consent approving transactions contemplated hereby; and (C) the Merger names and signatures of the officers of the Seller authorized to sign this Agreement and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginiadocuments to be delivered hereunder; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the CompanyEmployment Agreements; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company;Registration Rights Agreement; and (vii) the Estimated Closing Balance Sheetsuch other customary instruments of transfer, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavitassumption, under penalties of perjuryfilings or documents, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable satisfactory to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items Company, as may be required to be delivered at Closing under Section 6.3give effect to this Agreement. (b) At the Closing, the Purchaser Company shall deliver deliver, or cause to be delivered to the CompanySeller the following: (i) evidence reasonably satisfactory to the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided thereinSeller Shares; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaser▇▇▇▇ of Sale; (iii) the officer’s certificate provided in Section 6.2(e)Assignment and Assumption Agreement; (iv) a secretary’s certificate, dated as certificate of the Closing Date, duly executed by the Secretary (or equivalent officer) of the Purchaser, attesting to: Company certifying as to (A) the incumbent accuracy and completeness of the representations and warranties made by the Company in this Agreement; (B) the resolutions of the Company, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (C) the names and signatures of the officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub Company authorized to sign this Agreement and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract documents to which it is a party, the Purchaser, approving the Merger and the other Transactionsbe delivered hereunder; and (v) any the Employment Agreements; (vi) the Registration Rights Agreement; (vii) the 2020 Equity Plan; (viii) the Amended and Restated Articles of Incorporation setting forth the mutually acceptable terms, rights, privileges, and preferences of the preferred stock of the Company to be potentially issued to Seller under Section 1.05(a)(i); (ix) a consent of the Company duly appointing (A) ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and one additional items person to be designated by ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in their sole discretion, to the Board; (B) ▇▇▇ ▇▇▇▇▇▇▇▇ as the Executive Chairman of the Board; (C) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as Chief Executive Officer of the Company; and (D) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as an observer of the Board; and (x) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Seller, as may be required to be delivered at Closing under Section 6.2give effect to this Agreement.

Closing Deliverables. (a) At the Closing, the Company shall will deliver or cause to be delivered to the Purchaserdelivered: (i) copies to Acquiror, a certificate signed by an officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) to Acquiror, the written resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iii) to Acquiror, the Registration Rights Agreement and each Lock-Up Agreement, duly executed by each of the Secretary Major Company Stockholders; and (iv) to Acquiror, a certificate on behalf of the Company, attesting to: prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), (Ah) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and 1.1445-2(c)(3), certifying that no interest in the Company Shareholder Consent approving is, or has been during the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for relevant period specified in Section 2.6(b)(ii)(B897(c)(1)(A)(ii) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix, a “U.S. real property interest” within the meaning of Section 897(c) the Shareholder Representative Agreement signed by each of the Company Shareholders Code, and the Shareholder Representative; (x) the Investor Rights Agreement in the a form of Exhibit 2.7(a)(x) (notice to the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form Internal Revenue Service prepared in accordance with the provisions of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Treasury Regulations Section 2.6(d)(iii1.897-2(h)(2); and (xiii) any additional items required to be delivered at Closing under Section 6.3. (b) At the Closing, the Purchaser shall Acquiror will deliver or cause to be delivered to the Companydelivered: (i) evidence reasonably satisfactory to the Company of each of Exchange Agent, the payments and deliveries described in Aggregate Merger Consideration for further distribution to the Company’s stockholders pursuant to Section 2.6(c) and Section 2.6(d) having been made as provided therein3.2; (ii) to the Escrow AgreementCompany, a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the Investor Rights Agreement conditions specified in Section 9.3(a) and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the PurchaserSection 9.3(b) have been fulfilled; (iii) to the officer’s certificate provided in Section 6.2(e);Company, the Registration Rights Agreement and each Lock-Up Agreement, duly executed by duly authorized representatives of Acquiror and the Sponsor and each of the other parties listed on Schedule I of the Sponsor Support Agreement; and (iv) a secretary’s certificateto the Company, dated the written resignations of all of the directors and officers of Acquiror and Merger Sub (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time. (c) On the Closing Date, duly executed concurrently with the Effective Time, Acquiror shall pay or cause to be paid by the Secretary wire transfer of the Purchaserimmediately available funds, attesting to: (Ai) the incumbent officers all accrued transaction expenses of the Purchaser Acquiror and Merger Sub; and those incurred, accrued, paid or payable by Acquiror’s Affiliates on Acquiror’s behalf (Bwhich shall include any outstanding amounts under any Working Capital Loans) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is as set forth on a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required written statement to be delivered at to the Company not less than two (2) Business Days prior to the Closing under Section 6.2Date and (ii) all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on the Closing Statement; provided, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll.

Closing Deliverables. (a) At the Closing, the Company shall will deliver or cause to be delivered to the Purchaserdelivered: (i) copies to Bright Lights, a certificate signed by an officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) to Bright Lights, the written resignations of all of the managers of the Company (other than any such Persons identified as initial managers of the Surviving Entity, in accordance with Section 2.8), effective as of the Effective Time; (iii) to Bright Lights, the Registration Rights Agreement, duly executed by each of the Secretary Major Company Equityholders; (iv) to Bright Lights, evidence that all Affiliate Agreements set forth on Section 6.4 of the Company Disclosure Letter have been terminated or settled at or prior to the Closing without further liability to Bright Lights, the Company or any of the Company’s Subsidiaries, attesting to: in each case, except as otherwise noted on Section 6.4 of the Company Disclosure Letter; (v) to Bright Lights, copies of (A) the incumbent officers Restated Company Agreement, duly approved and adopted by the Board of Managers of the Company and its members in connection with the terms of the Restructuring Agreement, pursuant to which Intermediate Holdco has been duly appointed as managing member of the Company; and (B) evidence reasonably satisfactory to Bright Lights that the resolutions of unitization has been consummated in accordance with the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the CompanyRestructuring Agreement; (vi) to Bright Lights, payoff letters, in customary form, delivered by Silicon Valley Bank, in respect of the Articles SVB Loan and Security Agreement, and Ocean II PLO LLC, in respect of Merger in the form required by SCI Loan and Security Agreement (collectively, the VSCA, duly executed by the Company“Payoff Letters”); (vii) to Bright Lights, a certificate on behalf of Manscaped, Inc., prepared in a manner consistent and in accordance with the Estimated Closing Balance Sheetrequirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in Manscaped, Inc. is, or has been during the schedule setting forth the Estimated Merger Consideration provided for relevant period specified in Section 2.6(b)(ii)(B897(c)(1)(A)(ii) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code; (ix, a “U.S. real property interest” within the meaning of Section 897(c) the Shareholder Representative Agreement signed by each of the Company Shareholders Code, and the Shareholder Representative; (x) the Investor Rights Agreement in the a form of Exhibit 2.7(a)(x) (notice to the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form Internal Revenue Service prepared in accordance with the provisions of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Treasury Regulations Section 2.6(d)(iii1.897-2(h)(2); and (xiiiviii) any additional items required to be delivered at Closing under Bright Lights, a certificate on behalf of the Company conforming to the requirements of Treasury Regulations Section 6.31.1445-11T(d)(2). (b) At the Closing, the Purchaser shall ParentCo and Bright Lights will deliver or cause to be delivered to the Companydelivered: (i) evidence reasonably satisfactory to the Company of each of Exchange Agent, the payments and deliveries described in ParentCo Merger Consideration for further distribution to Bright Lights’ stockholders pursuant to Section 2.6(c) and Section 2.6(d) having been made as provided therein3.6; (ii) to the Escrow AgreementCompany, a certificate signed by an officer of Bright Lights, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the Investor Rights Agreement conditions specified in Section 9.3(a) and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the PurchaserSection 9.3(b) have been fulfilled; (iii) to the officer’s certificate provided in Section 6.2(e)Company, the Registration Rights Agreement, duly executed by duly authorized representatives of ParentCo, Bright Lights and the Sponsor and each of the other parties listed on Schedule I of the Sponsor Support Agreement; (iv) a secretary’s certificateto the Company, dated the written resignations of all of the directors and officers of ParentCo and Merger Sub LLC (other than those Persons identified as the initial directors and officers, respectively, of ParentCo after the Third Effective Time, in accordance with the provisions of Section 2.8 and Section 7.6), effective as of the Closing Date, duly executed by the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsThird Effective Time; and (v) to the Company, a copy of the Restated Company Agreement, duly executed by Intermediate Holdco, pursuant to which Intermediate Holdco has been duly appointed as managing member of the Company; (c) On the Closing Date, the Surviving Corporation shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued transaction expenses of Bright Lights and those incurred, accrued, paid or payable by Bright Lights’ Affiliates on Bright Lights’ behalf (which shall include any additional items required outstanding amounts under any Working Capital Loans, and any Transfer Taxes imposed on or attributable to Bright Lights, its shareholders, or any Bright Lights Affiliates) as set forth on a written statement to be delivered at to the Company not less than two (2) Business Days prior to the Closing under Section 6.2Date and (ii) reimbursement of all previously paid Transaction Expenses and all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”); provided, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, managers or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer manager or director through the Company’s payroll.

Closing Deliverables. (a) At the Closing, the Company shall will deliver or cause to be delivered to the PurchaserAcquiror: (i) copies a certificate signed by an officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(c) have been fulfilled; (ii) the written resignations of all of the directors of the Company (other than those Persons identified as the initial directors of the Surviving Company, in accordance with Section 2.6), effective as of the Effective Time; (iii) a signed counterpart of the Plan of Merger duly executed by the Secretary Company, together with all necessary ancillary documents in respect of the CompanyCompany required to be filed with the Cayman Registrar with the Plan of Merger, attesting to: (A) including the incumbent officers of the Company; and (B) the resolutions of the Company Board of Directors and Approval, the Company Shareholder Consent approving Approval, a declaration of a director of the Merger Company confirming the relevant matters set out in the Cayman Act and the other Transactions; (iv) a certificate of good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors respect of the Company; (viiv) the Articles of Merger in the form required by the VSCARegistration Rights Agreement, duly executed by the parties set forth on Section 2.4(a)(iv) of the Company Disclosure Letter; (v) the Lock-Up Agreements, duly executed by the Lock-Up Shareholders, in accordance with Section 6.9; (vi) the Obagi China Distribution Agreement, duly executed by authorized representatives of the Company, Obagi Holdings and Cedarwalk; (vii) the Estimated Closing Balance SheetTSA, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statementduly executed by authorized representatives of Obagi Cosmeceuticals, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇; (viii) an affidavitthe Supply Agreement, under penalties duly executed by authorized representatives of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇; (ix) the Shareholder Representative Agreement signed License Agreement, duly executed by each authorized representatives of the Company Shareholders and the Shareholder Representative▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇; (x) the Investor Rights Agreement in the form Obagi License Letter Agreement, duly executed by authorized representatives of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company ShareholderObagi Cosmeceuticals, Obagi Holdings and Cedarwalk; (xi) a Form the Investor Rights Agreement, duly executed by authorized representatives of Election properly completed Cedarwalk and signed from each Company Shareholderthe guarantor to Cedarwalk’s obligation thereunder; (xii) information regarding subject to the Advisors to facilitate receipt of the payments set forth in Section 2.6(d)(iii)Clinactiv Consent, the Clinactiv Distribution Agreement, duly executed by authorized representatives of the Company and Cedarwalk; and (xiii) any additional items required a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to be delivered at Closing under the IRS prepared in accordance with the provisions of Treasury Regulations Section 6.31.897-2(h)(2). (b) At the Closing, the Purchaser shall Acquiror will deliver or cause to be delivered to the Company:Company (unless otherwise set forth below): (i) evidence reasonably satisfactory to the Company of each a signed counterpart of the payments Plan of Merger duly executed by Merger Sub, together with all necessary ancillary documents in respect of Merger Sub required to be filed with the Cayman Registrar with the Plan of Merger, including the Merger Sub Board Approval, the Merger Sub Shareholder Approval, a declaration of a director of Merger Sub confirming the relevant matters set out in the Cayman Act and deliveries described a certificate of good standing in Section 2.6(c) and Section 2.6(d) having been made as provided thereinrespect of Merger Sub; (ii) to the Escrow AgreementExchange Agent, the Investor Rights Agreement and any other Transaction Documents to Aggregate Merger Consideration into which the Purchaser is a party that are Company Common Stock has been converted for further distribution to be entered into at Closing, duly executed by the PurchaserCompany’s shareholders pursuant to Section 3.2; (iii) a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the knowledge and belief of such officer’s certificate provided , the conditions specified in Section 6.2(e)9.3(a) and Section 9.3(b) have been fulfilled; (iv) the Registration Rights Agreement, duly executed by duly authorized representatives of Acquiror and the Sponsor; (v) the Obagi China Distribution Agreement, duly executed by Acquiror; (vi) subject to the receipt of the Clinactiv Consent, the Clinactiv Distribution Agreement, duly executed by Acquiror; (vii) the Investor Rights Agreement, duly executed by an authorized representative of Acquiror; and (viii) the written resignations of all of the directors and officers of Acquiror (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.7), effective as of the Effective Time. (c) On the Closing Date, concurrently with the Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid Acquiror Transaction Expenses (including amounts owed under outstanding Working Capital Loans) as set forth on a secretarywritten statement to be delivered to the Company not less than two (2) Business Days prior to the Closing Date and (ii) all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided that any Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s certificatepayroll. (d) Not less than two (2) Business Days prior to the Closing Date, dated (i) Acquiror shall deliver to the Company a good faith estimate of the expected cash and cash equivalents of Acquiror and each of its Subsidiaries, in each case, as of the Closing Date, duly executed by and (ii) the Secretary Company shall deliver to each of Acquiror and Milk a good faith estimate of the Purchaser, attesting to: (A) the incumbent officers expected cash and cash equivalents of the Purchaser Company and Merger Sub; and (B) resolutions each of its Subsidiaries, in each case, as of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required to be delivered at Closing under Section 6.2Closing.

Closing Deliverables. (a) At or prior to the Closing, the Company Member Representatives shall deliver deliver, or cause to be delivered delivered, to Parent the Purchaserfollowing: (i) copies the Statement of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCAMerger, duly executed by the Company; (ii) the Escrow Agreement, duly executed by the Member Representatives; (iii) a general release in form and substance reasonably satisfactory to Parent, executed by each Member; (iv) the Brand Partnership Agreement, executed by Mission Holdings US, Inc.; (v) the Real Estate Purchase Agreement, executed by Manitou Springs Real Estate Development, LLC; (vi) the ▇▇▇▇ of Sale, executed by 1508 Management LLC; (vii) the Estimated Closing Balance SheetLock-Up Agreement, executed by each of the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC StatementMembers; (viii) copies of all filings, notices and consents disclosed, or required to be disclosed, pursuant to Section 4.04, which filings, notices and consents shall be in full force and effect as of the Closing Date; (ix) the minute books of the Company containing all minutes of the meetings, including written consents in lieu of meetings, of the managers and the members, the Organizational Documents and the Equity Securities record books; (x) a certificate executed by the Secretary (or similar officer) of the Company, dated as of the Closing Date, certifying as to and, where applicable, attaching certified copies of, (A) the resolutions duly adopted by the managers and members of the Company authorizing the consummation of the transactions contemplated by this Agreement and the Ancillary Documents, (B) the Organizational Documents of the Company, each as in effect as of the Closing, and (C) the name, title, incumbency and signatures of the managers or officers of the Company authorized to execute this Agreement and the Ancillary Documents on behalf of the Company; (xi) written resignations, effective as of the Closing Date, of the managers and officers of the Company as Parent shall identify prior to the Closing, in a form reasonably satisfactory to Parent; (xii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied; (xiii) a good standing certificate for the Company issued as of a date not more than 10 days prior to the Closing Date from the Secretary of State of the State of Colorado; (xiv) the Allocation Schedule; (xv) at least three Business Days prior to the Closing, the Estimated Closing Statement; (xvi) a Letter of Transmittal, duly executed by each Member; (xvii) payoff letters for each holder of the Company’s Indebtedness, in a form reasonably satisfactory to Parent; (xviii) evidence reasonably satisfactory to Parent that all Encumbrances on the Equity Securities and the assets of the Company have been released and completed copies of UCC-3 termination statements related to such Encumbrances filed; (xix) evidence reasonably satisfactory to Parent that all Transaction Expenses of the Company and the Members have been paid in full prior to the Closing or will be paid in full at the Closing; (xx) an affidavitaffidavit in the form and substance required in Treasury Regulation Section 1.1445-2(b), under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so Date, certifying that the Purchaser no Member is exempt from withholding any portion of the Merger Consideration under a “foreign person” within Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement , in the a form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors reasonably satisfactory to facilitate the payments set forth in Section 2.6(d)(iii)Parent; and (xiiixxi) any additional items required such other documents or instruments as Parent reasonably requests and are reasonably necessary to be delivered at Closing under Section 6.3consummate the transactions contemplated by this Agreement. (b) At the Closing, the Purchaser Parent shall deliver or cause to be delivered to the CompanyMember Representatives (or such other Person as may be specified herein) the following: (i) evidence reasonably satisfactory to the Company Statement of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided thereinMerger, duly executed by Merger Sub; (ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by Parent and the PurchaserEscrow Agent; (iii) the officerClosing Merger Consideration, as follows: (A) the Indemnification Escrow Amount to the Escrow Agent by (x) wire transfer of immediately available funds and (y) delivery of stock certificates of Parent Common Stock for deposit in the Indemnification Escrow Fund, in each case, for deposit in the Indemnification Escrow Fund in accordance with the terms of the Escrow Agreement; (B) the Special Election Escrow Amount to the Escrow Agent by delivery of stock certificates of Parent Common Stock for deposit in the Special Election Escrow Fund in accordance with the terms of the Escrow Agreement; (C) the Estimated Closing Indebtedness Amount, by wire transfer or wire transfers of immediately available funds to such holders of outstanding Indebtedness as set forth on the Estimated Closing Statement; (D) the Estimated Closing Non-Reimbursable Transaction Expense Amount by wire transfer or wire transfers of immediately available funds to such third parties for Transaction Expenses as set forth on the Estimated Closing Statement; (E) the amount of the Reimbursable Expenses by wire transfer or wire transfers of immediately available funds to the Company or third parties designated by the Company; (F) the Member Representative Expense Amount by wire transfer of immediately available funds for deposit in an account designed in writing by the Member Representatives; (G) the Cash Consideration, as adjusted pursuant to Section 2.05(b), and in accordance with the Allocation Schedule; (H) the Stock Consideration, as adjusted pursuant to Section 2.05(b), and in accordance with the Allocation Schedule; and (I) the Special Member’s certificate provided Amount by wire transfer of immediately available funds for deposit in Section 6.2(e);an account designed in writing by the Member Representatives. (iv) a secretary’s certificate, dated as the Closing Date and signed by a duly authorized officer of Company, that each of the Closing Date, duly conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied; (v) the Real Estate Purchase Agreement executed by the Secretary of the Purchaser, attesting to: Parent; (Avi) the incumbent officers of the Purchaser and Brand Partnership Agreement executed by Merger Sub; and ; (Bvii) resolutions the ▇▇▇▇ of the Board of Directors or similar governing body of the Purchaser and Sale executed by Merger Sub and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsSub; and (vviii) any additional items required such other documents or instruments as the Company reasonably requests and are reasonably necessary to be delivered at Closing under Section 6.2consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At the Closing, the Company shall deliver will have delivered or cause caused to be delivered to MBS all of the Purchaserfollowing in form and substance satisfactory to MBS: (i) copies a certificate of the Escrow Agreement secretary of the Company, certifying (A) that a true, correct and any other Transaction Documents to which complete copy of the articles of incorporation of the Company is attached, and (B) that a party that are to be entered into at Closingtrue, duly executed by correct and complete copy of the Company, bylaws of the Shareholder Representative, the Paying Agent and the Escrow Agent as applicableCompany is attached; (ii) copies of the officer’s certificate provided in Section 6.3(h)resolutions unanimously and duly adopted by the Company's board of directors, authorizing the execution, delivery and performance by the Company of this Agreement, and the consummation of all of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary of the Company; (iii) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions; (iv) good standing certificate for the Company in the Commonwealth of Virginia; (v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company; (vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company; (vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion an officer of the Merger Consideration under Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed by Company and from each of the Stockholders stating that the conditions specified in Section 5.2 have been fully satisfied or waived by the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii)Stockholders, as applicable; and (xiiiiv) any additional items required a certificate of good standing and existence form the Secretary of State of the State of Nevada, of a recent date, with respect to be delivered at Closing under Section 6.3the Company. (b) At the Closing, the Purchaser shall deliver MBS will have delivered or cause caused to be delivered to the CompanyCompany and the Stockholders each of the following in form and substance satisfactory to the Company and the Stockholders: (i) evidence reasonably satisfactory to the Company of each copies of the payments resolutions unanimously and deliveries described in Section 2.6(c) duly adopted by the boards of directors of MBS and Section 2.6(d) having been made of MBHAI, respectively, authorizing the execution, delivery and performance by MBS and MBHAI of this Agreement, and the consummation of all of the other transactions hereunder and thereunder, certified as provided thereinof the Closing Date by the secretary of MBS and MBHAI, as applicable; (ii) a certificate dated as of the Escrow AgreementClosing Date from an officer of each of MBHAI and MBS stating that the conditions specified in section 5.3 have been fully satisfied or waived by MBHAI and MBS, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed by the Purchaseras applicable; (iii) certificates representing an aggregate of 5,000,000 shares of MBS Common Stock, issued to the officer’s certificate provided Stockholders in accordance with Section 6.2(e);2.5(a) above; and (iv) a secretary’s certificate, dated as certificate of existence and good standing from the Secretaries of State of the Closing DateStates of Texas and Nevada, duly executed by the Secretary each of the Purchasera recent date, attesting to: (A) the incumbent officers of the Purchaser with respect to MBS and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub and the stockholders of Merger Sub andMBHAI, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other Transactions; and (v) any additional items required to be delivered at Closing under Section 6.2as applicable.

Closing Deliverables. (a) At the Closing, the Company shall will deliver or cause to be delivered to the Purchaserdelivered: (i) copies to Acquiror, a certificate signed by an officer of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable; (ii) the officer’s certificate provided in Section 6.3(h); (iii) a secretary’s certificate, dated as of the Closing Date, duly executed by certifying that, to the Secretary knowledge and belief of such officer, the Company, attesting to: (Aconditions specified in Section 9.2(a) the incumbent officers of the Company; and (BSection 9.2(b) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactionshave been fulfilled; (ivii) good standing certificate for to Acquiror, the written resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in the Commonwealth of Virginia; (v) written resignations accordance with Section 2.6), effective as of the Closing Date of all officers and members of the Boards of Directors of the CompanyEffective Time; (viiii) to Acquiror, the Articles of Merger in the form required by the VSCARegistration Rights Agreement, duly executed by the Company;Major Company Stockholders who have elected to execute the Registration Rights Agreement; and (viiiv) to Acquiror, a certificate on behalf of the Estimated Closing Balance SheetCompany, prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2); provided, however, that notwithstanding anything to the contrary, the schedule setting forth the Estimated Merger Consideration provided sole remedy under this Agreement for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement; (viii) an affidavit, under penalties any failure of perjury, stating that the Company is not to deliver a certification and has not been a United States real property holding corporationnotice pursuant to this Section 2.4(a)(iv) shall be for Acquiror, dated the Company or the Exchange Agent, as of the Closing Date and applicable, to withhold from payments pursuant to this Agreement in form and substance accordance with Section 3.4 any Taxes that are required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under be withheld by such Person pursuant to Section 1445 of the Code; (ix) the Shareholder Representative Agreement signed Code by each reason of the Company Shareholders and the Shareholder Representative; (x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder; (xi) a Form of Election properly completed and signed from each Company Shareholder; (xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and (xiii) any additional items required to be delivered at Closing under Section 6.3such failure. (b) At the Closing, the Purchaser shall Acquiror will deliver or cause to be delivered to the Companydelivered: (i) evidence reasonably satisfactory to the Company of each Exchange Agent, the portion of the payments and deliveries described Aggregate Merger Consideration payable in respect of the Company Exchange Shares, for further distribution to the Company’s stockholders pursuant to Section 2.6(c) and Section 2.6(d) having been made as provided therein3.2; (ii) to the Escrow AgreementCompany, the Investor Rights Agreement and any other Transaction Documents to which the Purchaser is a party that are to be entered into at Closing, duly executed certificate signed by the Purchaser; (iii) the officer’s certificate provided in Section 6.2(e); (iv) a secretary’s certificatean officer of Acquiror, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iii) to the Company, the Registration Rights Agreement, duly executed by the Secretary duly authorized representatives of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser and Merger Sub; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser and Merger Sub Acquiror and the stockholders of Merger Sub and, if required under its Organizational Documents or any other Contract to which it is a party, the Purchaser, approving the Merger and the other TransactionsSponsor; and (viv) any additional items required to the Company, the written resignations of all of the directors and officers of Acquiror and Merger Sub (other than those Persons identified as initial directors or officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6 ), effective as of the Effective Time. (c) At the Closing, Acquiror shall pay or cause to be delivered at paid, by wire transfer of immediately available funds, (i) all Outstanding Acquiror Expenses as set forth on the final Acquiror Closing under Section 6.2Statement and (ii) all accrued and unpaid Company Transaction Liabilities (“Unpaid Company Transaction Liabilities”) as set forth on the final Company Closing Statement; provided, that any Unpaid Company Transaction Liabilities due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll.