Common use of Closing Items Clause in Contracts

Closing Items. Purchaser shall have received all of the following items: (a) (i) the Non-Competition Agreement duly executed by Seller and the Seller Principal in the form of Exhibit E attached hereto, that requires payment by Purchaser of consideration in the amount of Five Hundred Thousand Dollars ($500,000) (the “Non-Competition Agreement”); (ii) the ▇▇▇▇ of Sale in the form of Exhibit F attached hereto, duly executed by Seller; (iii) all titles to any motor vehicles included in the Assets with assignments duly signed by Seller with any necessary acknowledgment; (iv) the Assignment and Assumption Agreement duly executed by Seller; (v) the Escrow Agreement, duly executed by Seller and the Escrow Agent; (vi) the Assignment and Assumption of Lease, duly executed by Seller and the ▇▇▇▇▇▇ Realty, LLC; (vii) the Assignment and Assumption of Warehouse Agreement, duly executed by Seller and ▇▇▇▇▇▇ Realty, LLC, (viii) any and all consents required or contemplated by Section 8.5(e) and (ix) this Agreement duly executed by Seller; (b) evidence satisfactory to Purchaser to the effect that all outstanding Encumbrances covering any of the Assets and all outstanding UCC financing statements, amendments and assignments covering any of the Assets, have been released and/or terminated as of the Closing Date, or will be promptly thereafter, other than those relating to the Assumed Liabilities or the Permitted Encumbrances; (c) true and correct copies of resolutions duly adopted and approved by Seller’s Board of Directors and its stockholders, authorizing the transactions to be effected by Seller pursuant to this Agreement; and (d) all such other certificates and documents consistent with this Agreement as Purchaser or its counsel shall have reasonably requested from Seller or the Seller Principal, including but not limited certification from the State of New Jersey and New York confirming receipt of Purchaser’s notification of bulk sale in each of such state with each such states written certification instructing Seller and Purchaser as to the amount of any Sales Tax Escrow Amount, which is to be included in the Escrow Amount pursuant to Section 2.3(b)(i) hereof.

Closing Items. (a) At the Closing, Sellers shall execute (where appropriate) and deliver to Purchaser shall have received all of the following itemsfollowing: (a) (i) the Non-Competition Agreement duly executed by Seller and the Seller Principal in the form of Exhibit E attached hereto, that requires payment by Purchaser of consideration in the amount of Five Hundred Thousand Dollars ($500,000) (the “Non-Competition Agreement”); Estimated Closing Financial Statement; (ii) the Indemnity Coinsurance Agreements; (iii) the Administrative Services Agreements; (iv) the Transition Servicing Agreement; (v) the ▇▇▇▇ of Sale in the form of Exhibit F attached hereto, duly executed by Seller; (iii) all titles to any motor vehicles included in the Assets with assignments duly signed by Seller with any necessary acknowledgment; (iv) the and General Assignment and Assumption Agreement duly executed by Seller; (v) the Escrow Agreement, duly executed by Seller and the Escrow Agent; ; (vi) the Assignment and Assumption of Lease, duly executed by Seller and the ▇▇▇▇▇▇ Realty, LLC; Software License Agreement; (vii) the Assignment and Assumption of Warehouse Trademark License Agreement, duly executed by Seller and ▇▇▇▇▇▇ Realty, LLC, ; (viii) any and all consents required or contemplated by Section 8.5(e) and the Copyright License Agreement; (ix) this Agreement duly executed by Seller;evidence of receipt of the Permits from the Insurance Departments of the Commonwealth of Massachusetts and the State of New York; and (bx) evidence satisfactory of compliance with any state pre-acquisition notification acts from which no exemption is available. Sellers shall also (i) transfer to Purchaser Investment Assets and Reserve Level Investment Assets, if any, in accordance with Sections 2.01(b) and 2.02(a) hereof, (ii) transfer the other Transferred Assets to Purchaser in accordance with Section 2.02 hereof, (iii) transfer the Estimated Notional Account Balance, if applicable, (iv) transfer all right, title and interest in Reinsurance Payments Receivable arising on or after the Effective Date pursuant to the Indemnity Coinsurance Agreement, (v) transfer all right, title and interest in Premium Receivables arising on or after the Effective Date pursuant to the Indemnity Coinsurance Agreement, and (vi) deliver to Purchaser a true and correct list of all life insurance contracts included in the Coinsured Contracts that are in effect that all outstanding Encumbrances covering any of the Assets and all outstanding UCC financing statements, amendments and assignments covering any of the Assets, have been released and/or terminated as of the Closing Date. (b) At the Closing, or will be promptly thereafterPurchaser shall execute (where appropriate) and deliver to Sellers, other than those relating to as applicable, the Assumed Liabilities or following: (i) the Permitted EncumbrancesIndemnity Coinsurance Agreements; (cii) true and correct copies of resolutions duly adopted and approved by Seller’s Board of Directors and its stockholders, authorizing the transactions to be effected by Seller pursuant to this Agreement; andAdministrative Services Agreements; (diii) all such other certificates the Transition Servicing Agreement; (iv) the ▇▇▇▇ of Sale and documents consistent General Assignment Agreement; (v) the Software License Agreement; (vi) the Trademark License Agreement; (vii) the Copyright License Agreement; (viii) evidence of compliance with this Agreement as any state pre-acquisition notification requirements from which no exemption is available. Purchaser or its counsel shall have reasonably requested from Seller or also transfer to Sellers the Seller PrincipalEstimated Notional Account Balance, including but not limited certification from the State of New Jersey and New York confirming receipt of Purchaser’s notification of bulk sale in each of such state with each such states written certification instructing Seller and Purchaser as to the amount of any Sales Tax Escrow Amount, which is to be included in the Escrow Amount pursuant to Section 2.3(b)(i) hereofif applicable.

Closing Items. Purchaser (a) At the Closing, the Selling Parties shall have received all of deliver, or cause to be delivered, the following items: (a1) Director and shareholder resolutions of Seller authorizing the transactions contemplated by this Agreement, and terminating Seller's 401(k) or SEP plan; (i2) Such assignments, bills of sale, certificates of title and sufficient instruments of conveyance and transfer as shall be effective in the Non-Competition Agreement duly executed opinion of Purchaser's counsel to vest in Purchaser good and valid title to the Assets, free and clear of all liens, charges, security interests, options, claims and encumbrances, except those obligations being specifically assumed by Seller Purchaser as set forth in Section 1.3 above and the Seller Principal security interest in the Assets created by the Security Agreement, substantially in the form attached hereto as EXHIBIT D, in favor of Exhibit E attached heretoSeller; (3) the Employment and Noncompetition Agreement, that requires payment executed by Purchaser of consideration Shareholder in the amount of Five Hundred Thousand Dollars ($500,000) form attached hereto as EXHIBIT A (the “Non-Competition "Employment Agreement”"); (4) the Primis, Inc. Shareholders' Agreement, executed by the Shareholder substantially in the form attached hereto as EXHIBIT B (the "Shareholders' Agreement"); and (ii5) Articles of Amendment to Seller's (and each Affiliate of Seller's) Articles of Incorporation changing the name of Seller (and any such Affiliates) to a name dissimilar to "E.T. ▇▇▇▇▇ & Associates, Inc.". (b) At the Closing, Purchaser shall deliver, or cause to be delivered, the following items: (1) that portion of Sale the Purchase Price which is to be delivered at the Closing in the form of Exhibit F attached hereto, duly executed by Seller; manner provided in Section 2.2; (iii) all titles to any motor vehicles included in the Assets with assignments duly signed by Seller with any necessary acknowledgment; (iv2) the Assignment and Assumption Agreement duly executed by Seller; (v) the Escrow Shareholders' Agreement, duly executed by Seller and the Escrow Agent; Purchaser; (vi3) the Assignment and Assumption of Lease, duly executed by Seller and the ▇▇▇▇▇▇ Realty, LLC; (vii) the Assignment and Assumption of Warehouse Employment Agreement, duly executed by Seller and ▇▇▇▇▇▇ Realty, LLC, (viii) any and all consents required or contemplated by Section 8.5(e) and (ix) this Agreement duly executed by Seller; (b) evidence satisfactory to Purchaser to the effect that all outstanding Encumbrances covering any of the Assets and all outstanding UCC financing statements, amendments and assignments covering any of the Assets, have been released and/or terminated as of the Closing Date, or will be promptly thereafter, other than those relating to the Assumed Liabilities or the Permitted Encumbrances; (c) true and correct copies of resolutions duly adopted and approved by Seller’s Board of Directors and its stockholders, authorizing the transactions to be effected by Seller pursuant to this AgreementPurchaser; and (d4) all such other certificates the Promissory Note, Security Agreement and documents consistent with this Agreement as Purchaser or its counsel shall have reasonably requested from Seller or the Seller PrincipalUCC-1 financing statement, including but not limited certification from the State of New Jersey and New York confirming receipt of duly executed by Purchaser’s notification of bulk sale in each of such state with each such states written certification instructing Seller and Purchaser as to the amount of any Sales Tax Escrow Amount, which is to be included in the Escrow Amount pursuant to Section 2.3(b)(i) hereof.

Closing Items. Purchaser a. At the Closing, Company shall have received all of deliver, or cause to be delivered, the following items: (a) (i) i. the Non-Competition Articles of Incorporation and Bylaws of Company, and all amendments thereto, certified as to their due adoption and validity by the Secretary of Company; ii. certificates representing the shares of Common Stock that each Investor is purchasing as set forth on SCHEDULE 1 hereto against payment of the purchase price therefor in immediately available funds; iii. Waiver and Consent of certain shareholders of the Company with respect to preemptive rights, antidilution protection and other matters; iv. Amended and Restated Registration Rights Agreement in the form attached hereto as EXHIBIT B duly executed by Company; v. The Shareholders' Agreement in the form attached hereto as EXHIBIT C duly executed by Company; vi. the Amended and Restated Stock Option Plan in the form attached hereto as EXHIBIT D duly executed by Company; vii. resolutions of the Board of Directors of Company authorizing the execution, delivery and consummation of this Agreement, the issuance of the shares of Common Stock, and the other matters contemplated hereby, certified as to their due adoption and continued validity by the Secretary of Company; viii. resolutions of the shareholders of Company authorizing the Articles of Amendment and the Amended and Restated Stock Option Plan certified as to their due adoption and continued validity by the Secretary of the Company; and ix. a certificate executed by the President of Company to the effect that each of Company's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date. b. At the Closing, each Investor shall deliver, or cause to be delivered, severally and not jointly, the following items: i. immediately available funds or other consideration equal to the purchase price of the shares of Common Stock set forth opposite such Investor's name on SCHEDULE 1 attached hereto; ii. the Amended and Restated Registration Rights Agreement duly executed by Seller and Investor; and iii. the Seller Principal in the form of Exhibit E attached hereto, that requires payment by Purchaser of consideration in the amount of Five Hundred Thousand Dollars ($500,000) (the “Non-Competition Agreement”); (ii) the ▇▇▇▇ of Sale in the form of Exhibit F attached hereto, duly executed by Seller; (iii) all titles to any motor vehicles included in the Assets with assignments duly signed by Seller with any necessary acknowledgment; (iv) the Assignment and Assumption Shareholders' Agreement duly executed by Seller; (v) the Escrow Agreement, duly executed by Seller and the Escrow Agent; (vi) the Assignment and Assumption of Lease, duly executed by Seller and the ▇▇▇▇▇▇ Realty, LLC; (vii) the Assignment and Assumption of Warehouse Agreement, duly executed by Seller and ▇▇▇▇▇▇ Realty, LLC, (viii) any and all consents required or contemplated by Section 8.5(e) and (ix) this Agreement duly executed by Seller; (b) evidence satisfactory to Purchaser to the effect that all outstanding Encumbrances covering any of the Assets and all outstanding UCC financing statements, amendments and assignments covering any of the Assets, have been released and/or terminated as of the Closing Date, or will be promptly thereafter, other than those relating to the Assumed Liabilities or the Permitted Encumbrances; (c) true and correct copies of resolutions duly adopted and approved by Seller’s Board of Directors and its stockholders, authorizing the transactions to be effected by Seller pursuant to this Agreement; and (d) all such other certificates and documents consistent with this Agreement as Purchaser or its counsel shall have reasonably requested from Seller or the Seller Principal, including but not limited certification from the State of New Jersey and New York confirming receipt of Purchaser’s notification of bulk sale in each of such state with each such states written certification instructing Seller and Purchaser as to the amount of any Sales Tax Escrow Amount, which is to be included in the Escrow Amount pursuant to Section 2.3(b)(i) hereofInvestor.

Closing Items. Purchaser 3.1 At the Closing, Company shall have received all of deliver, or cause to be delivered, the following items: : [a] the Certificate of Incorporation of Company, as amended, including the Certificate of Amendment (athe "Amended Certificate"), in the form attached hereto as Exhibit C certified by the Delaware Secretary of State; [b] the Bylaws of Company, in the form attached hereto as Exhibit D ("Bylaws"), certified as to their due adoption and continued validity by the Secretary of Company; [c] resolutions of the Board of Directors of Company authorizing the execution, delivery and consummation of this Agreement, the Registration Rights Agreement, the Shareholders Agreement, the Voting Agreement and the Series B Purchase Agreement, the Warrants (each as defined below), and the issuance of the shares of Series C Preferred Stock, certified as to their due adoption and continued validity by the Secretary of Company; [d] resolutions of the shareholders of Company authorizing the Amended Certificate, certified as to their due adoption and continued validity by the Secretary of Company; [e] the Amended and Restated Registration Rights Agreement in the form attached hereto as Exhibit E ("Registration Rights Agreement") duly executed by Company and all other parties thereto, other than Investor; [f] the Amended and Restated Shareholders Agreement in the form attached hereto as Exhibit F ("Shareholders Agreement") duly executed by Company and all other parties thereto, other than Investor; [g] the Voting Agreement in the form attached hereto as Exhibit G (the "Voting Agreement") duly executed by Company and all other parties thereto, other than Investor; [h] an opinion of Wyat▇, ▇▇rrant & Comb▇, ▇▇unsel to Company, substantially in the form attached hereto as Exhibit H; [i) ] the Non-Competition Series B Convertible Preferred Stock Purchase Agreement duly executed by Seller Company and the Seller Principal Investor in the form of attached hereto as Exhibit E attached hereto, that requires payment by Purchaser of consideration in the amount of Five Hundred Thousand Dollars ($500,000) I (the “Non-Competition "Series B Purchase Agreement”"); (ii) and [j] the ▇▇▇▇ of Sale Warrants, in the form of attached hereto as Exhibit F attached heretoJ, duly executed by Seller; (iii) all titles Company. 3.2 At the Closing, Investor shall execute and shall deliver, or cause to any motor vehicles included in be delivered, the Assets with assignments duly signed by Seller with any necessary acknowledgment; (iv) following items: [a] the Assignment and Assumption Registration Rights Agreement duly executed by SellerInvestor; (v) [b] the Escrow Shareholders Agreement executed by Investor; [c] the Voting Agreement executed by Investor; [d] the Series B Purchase Agreement, duly executed by Seller and [e] the Escrow Agent; (vi) Warrants. 3.3 At the Assignment and Assumption of Lease, duly executed by Seller and the ▇▇▇▇▇▇ Realty, LLC; (vii) the Assignment and Assumption of Warehouse Agreement, duly executed by Seller and ▇▇▇▇▇▇ Realty, LLC, (viii) any and all consents required or contemplated by Section 8.5(e) and (ix) this Agreement duly executed by Seller; (b) evidence satisfactory to Purchaser to the effect that all outstanding Encumbrances covering any time of the Assets Post Closing Capital Call, and all outstanding UCC financing statements, amendments and assignments covering any of the Assets, have been released and/or terminated as of the Closing Date, or will be promptly thereafter, other than those relating to the Assumed Liabilities or the Permitted Encumbrances; (c) true and correct copies of resolutions duly adopted and approved by Seller’s Board of Directors and its stockholders, authorizing the transactions to be effected by Seller pursuant to this Agreement; and (d) all such other certificates and documents consistent with this Agreement as Purchaser or its counsel shall have reasonably requested from Seller or the Seller Principal, including but not limited certification from the State of New Jersey and New York confirming receipt of Purchaser’s notification of bulk sale in each of such state with each such states written certification instructing Seller and Purchaser as to the amount of any Sales Tax Escrow Amount, which is to be included in the Escrow Amount purchase pursuant to Section 2.3(b)(i1.3, Company shall deliver a certificate of an officer of Company updating the representa tions and warranties of Company set forth in Section 5. of this Agreement and an updated Disclosure Letter; provided, however, that such updated representations and warranties, together with the updated Disclosure Letter, when considered as a whole, are not materially adverse from the representations and warranties given at the Closing and there is not a material adverse change in the financial performance of Company relative to the financial performance of Company as set forth in the Business Plan. Investor's obligation to purchase 2,500,000 shares of Series C Preferred Stock pursuant to the Post Closing Capital Call made in accordance with Section 1.2 shall otherwise be unconditional. All payments by Investor shall be made by wire transfer of immediately available funds to the account specified by Company. In the event that payment has not been made within fifteen (15) hereofdays of the date of the Post Closing Capital Call as set forth in a written notice sent by Company to Investor by facsimile transmission and overnight delivery, interest on the amount due shall accrue and be payable to Company at the rate of 10% per annum. In addition, in the event such payment has not been made within forty-five (45) days of the date of the Post Closing Capital Call, Company shall have the option for ninety (90) days after expiration of such forty-five (45) day period (the "Call") to purchase any or all of the shares of stock of Company owned by Investor at $5.00 per share, without interest (the "Call Purchase Price"). The closing (the "Call Closing") shall take place at a time and place mutually agreed upon by Investor and Company on or before the 120th day after written notice of exercise of the Call is given by Company to Investor, or if Investor and Company shall not agree on the time and place, the Call Closing shall take place at the principal office of Company in Louisville, Kentucky at 10:00 a.m. on the 120th day after written notice of exercise is given, unless such day is a Saturday, Sunday or holiday, in which case it shall occur on the next business day. Notwithstanding the foregoing, Company may unilaterally withdraw its exercise of the Call hereunder without obligation to Investor at any time within sixty (60) days after exercise of such Call by giving Investor written notice of such withdrawal.

Closing Items. Purchaser 3.1 At the Closing, Company and Founders shall have received all of deliver, or cause to be delivered, the following items: : [a] a certificate representing the shares of Preferred Stock that Investor is purchasing against payment of the purchase price therefor in immediately available funds; [b] the Articles certified by the Delaware Secretary of State; [c] the Bylaws of Company (a) (i) "Bylaws"), certified as to their due adoption and continued validity by the Non-Competition Secretary of Company; [d] the Employment, Noncompetition and Nondisclosure Agreement between Company and Pitc▇▇▇ ▇▇ the form attached hereto as Exhibit B duly executed by Seller Company and Pitc▇▇▇; [e] the Seller Principal Noncompetition and Nondisclosure Agreement between Company and each of Gans, ▇▇▇▇▇▇ ▇. A▇▇▇, ▇▇wr▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇hn ▇▇▇▇▇▇ ▇▇▇ Terr▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇ the form attached hereto as Exhibit C duly executed by Company and Gans; [f] the Registration Rights Agreement in the form of attached hereto as Exhibit D ("Registration Rights Agreement") duly executed by Company; [g] the Shareholders Agreement in the form attached hereto as Exhibit E ("Shareholders Agreement") duly executed by Company, Founder, and each of Gans, ▇▇▇▇▇▇ ▇. A▇▇▇, ▇▇wr▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇hn ▇▇▇▇▇▇ ▇▇▇ Terr▇▇▇▇ ▇. ▇▇▇▇▇▇; [h] the 1998 Stock Option Plan in the form attached heretohereto as Exhibit F (the "Stock Option Plan") duly executed by Company; [i] the opinion of Hour▇▇▇▇, that requires payment ▇▇uger & Quin▇, ▇▇unsel to Company, in the form attached hereto as Exhibit G; [j] the $650,000 Promissory Note executed by Purchaser Company in favor of consideration Gans Multimedia Partnership in the form attached hereto as Exhibit H (the "Note"); [k] resolutions of the Board of Directors and shareholders of Company authorizing the execution, delivery and consummation of this Agreement, the issuance of the shares of Preferred Stock, and the other matters contemplated hereby, certified as to their due adoption and continued validity by the Secretary of Company; and [l] information necessary for the preparation of a Portfolio Financing Report on SBA Form 1031 with respect to Company. 3.2 At the Closing, Investor shall deliver, or cause to be delivered the following items: [a] immediately available funds in the amount of Five Hundred Thousand Dollars ($500,000) (the “Non-Competition Agreement”); (ii) [b] the ▇▇▇▇ of Sale in the form of Exhibit F attached hereto, duly Registration Rights Agreement executed by SellerInvestor; (iii) all titles to any motor vehicles included in [c] the Assets with assignments duly signed by Seller with any necessary acknowledgment; (iv) the Assignment and Assumption Shareholders Agreement duly executed by SellerInvestor; (v) and [d] resolutions of the Escrow Board of Managers of Investor authorizing the execution, delivery and consummation of this Agreement, duly executed by Seller the purchase of the shares of Preferred Stock, and the Escrow Agent; (vi) the Assignment and Assumption of Lease, duly executed by Seller and the ▇▇▇▇▇▇ Realty, LLC; (vii) the Assignment and Assumption of Warehouse Agreement, duly executed by Seller and ▇▇▇▇▇▇ Realty, LLC, (viii) any and all consents required or other matters contemplated by Section 8.5(e) and (ix) this Agreement duly executed by Seller; (b) evidence satisfactory to Purchaser to the effect that all outstanding Encumbrances covering any of the Assets and all outstanding UCC financing statements, amendments and assignments covering any of the Assets, have been released and/or terminated as of the Closing Date, or will be promptly thereafter, other than those relating to the Assumed Liabilities or the Permitted Encumbrances; (c) true and correct copies of resolutions duly adopted and approved by Seller’s Board of Directors and its stockholders, authorizing the transactions to be effected by Seller pursuant to this Agreement; and (d) all such other certificates and documents consistent with this Agreement as Purchaser or its counsel shall have reasonably requested from Seller or the Seller Principal, including but not limited certification from the State of New Jersey and New York confirming receipt of Purchaser’s notification of bulk sale in each of such state with each such states written certification instructing Seller and Purchaser as to the amount of any Sales Tax Escrow Amount, which is to be included in the Escrow Amount pursuant to Section 2.3(b)(i) hereofhereby.

Closing Items. Purchaser 3.1 At the Closing, Company shall have received all of deliver, or cause to be delivered, the following items: : [a] the Certificate of Incorporation of Company, as amended, including the Certificate of Amendment (a) the "Amended Certificate"), in the form attached hereto as Exhibit B, certified by the Delaware Secretary of State; [b] the Bylaws of Company in the form attached hereto as Exhibit C ("Bylaws"), certified as to their due adoption and continued validity by the Secretary of Company; [c] resolutions of the Board of Directors of Company authorizing the execution, delivery and consummation of this Agreement, the Registration Rights Agreement, the Shareholders Agreement, the Voting Agreement and the Series C Purchase Agreement, the Warrants (each as defined below), and the issuance of the shares of Series B Preferred Stock, certified as to their due adoption and continued validity by the Secretary of Company; [d] resolutions of the shareholders of Company authorizing the Amended Certificate certified as to their due adoption and continued validity by the Secretary of Company; [e] the Amended and Restated Registration Rights Agreement in the form attached hereto as Exhibit D duly executed by Company and all other parties thereto, other than Investor (the "Registration Rights Agreement"); [f] the Amended and Restated Shareholders Agreement in the form attached hereto as Exhibit E duly executed by Company and all other parties thereto, other than Investor (the "Shareholders Agreement"); [g] the Voting Agreement in the form attached hereto as Exhibit F duly executed by Company and all other parties thereto, other than Investor (the "Voting Agreement"); [h] an opinion of Wyat▇, ▇▇rrant & Comb▇, ▇▇unsel to Company, substantially in the form attached hereto as Exhibit G; [i) ] the Non-Competition Series C Convertible Preferred Stock Purchase Agreement duly executed by Seller Company and the Seller Principal Investor in the form attached hereto as Exhibit H (the "Series C Purchase Agreement"); [j] stock certificates representing the 8,000,000 shares of Series B Preferred Stock purchased by Investor pursuant to Section 1.2 above; and [k] the Warrants in the form attached hereto as Exhibit E attached hereto, that requires payment I (the "Warrants") duly executed by Purchaser of consideration Company. 3.2 available funds in the amount of Five Hundred Thousand Twenty Million Dollars ($500,00020,000,000) (representing the “Non-Competition Agreement”); (ii) purchase price for the ▇▇▇▇ shares of Sale in the form of Exhibit F attached hereto, duly executed Series B Preferred Stock purchased by Seller; (iii) all titles to any motor vehicles included in the Assets with assignments duly signed by Seller with any necessary acknowledgment; (iv) the Assignment and Assumption Agreement duly executed by Seller; (v) the Escrow Agreement, duly executed by Seller and the Escrow Agent; (vi) the Assignment and Assumption of Lease, duly executed by Seller and the ▇▇▇▇▇▇ Realty, LLC; (vii) the Assignment and Assumption of Warehouse Agreement, duly executed by Seller and ▇▇▇▇▇▇ Realty, LLC, (viii) any and all consents required or contemplated by Section 8.5(e) and (ix) this Agreement duly executed by Seller; (b) evidence satisfactory to Purchaser to the effect that all outstanding Encumbrances covering any of the Assets and all outstanding UCC financing statements, amendments and assignments covering any of the Assets, have been released and/or terminated as of the Closing Date, or will be promptly thereafter, other than those relating to the Assumed Liabilities or the Permitted Encumbrances; (c) true and correct copies of resolutions duly adopted and approved by Seller’s Board of Directors and its stockholders, authorizing the transactions to be effected by Seller pursuant to this Agreement; and (d) all such other certificates and documents consistent with this Agreement as Purchaser or its counsel shall have reasonably requested from Seller or the Seller Principal, including but not limited certification from the State of New Jersey and New York confirming receipt of Purchaser’s notification of bulk sale in each of such state with each such states written certification instructing Seller and Purchaser as to the amount of any Sales Tax Escrow Amount, which is to be included in the Escrow Amount Investor pursuant to Section 2.3(b)(i) hereof1.2 above.

Closing Items. Purchaser (a) At the Closing, Seller shall have received all of deliver, or cause to be delivered, the following items: (a) (i) the Non-Competition Agreement duly executed by Seller and the Seller Principal in the form of Exhibit E attached hereto, that requires payment by Purchaser of consideration in the amount of Five Hundred Thousand Dollars ($500,000) (the “Non-Competition Agreement”); (ii) the ▇▇▇▇ of Sale in the form of Exhibit F attached hereto, duly executed by Seller; (iii) all titles to any motor vehicles included in the Assets with assignments duly signed by Seller with any necessary acknowledgment; (iv) the Assignment and Assumption Agreement duly executed by Seller; (v) the Escrow Agreement, duly executed by Seller where appropriate: (i) member resolutions of Seller and resolutions of the board of directors of Parent authorizing the transactions contemplated by this Agreement; (ii) such assignments, bills of sale, certificates of title, lien releases, and sufficient instruments of conveyance and transfer as shall be effective in the reasonable opinion of Purchaser’s counsel to vest in Purchaser good and valid title to the Assets, free and clear of all liens, charges, security interests, options, claims and encumbrances, except those obligations being specifically assumed by Purchaser as set forth in Section 1.3 above; (iii) the trademark assignment attached hereto as Exhibit A (the “Trademark Assignment”); (iv) the patent assignment attached hereto as Exhibit B (the “Patent Assignment”); (v) the subcontract pending novation and consent attached hereto as Exhibit C-1 (the “Subcontract Agreement”) and the Escrow Agent; supply and subcontract agreement attached hereto as Exhibit C-2 (the “Supply Agreement”); (vi) the transition services agreement attached hereto as Exhibit D (the “Transition Services Agreement”); (vii) the escrow agreement attached hereto as Exhibit E (the “Escrow Agreement”) (viii) the assignment and assumption agreement attached hereto as Exhibit F) (the “Assignment and Assumption Assumption”); (ix) a certification from Parent, the owner of LeaseSeller, duly that Parent is not a foreign person in accordance with the Treasury Regulations under Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”); (x) executed by Seller and consent documents for those agreements listed on Schedule 3.2(a)(x); (xi) the opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Realty& Finger, LLCPA, Delaware counsel to Parent, attached hereto as Exhibit G; and (xii) those documents required to assign the Government Contracts to Purchaser as set forth below in this Article 3. (b) At the Closing, Purchaser shall deliver, or cause to be delivered, the following items, duly executed by Purchaser or its applicable Affiliate where appropriate: (i) the Purchase Price (less the Escrow Amount) in the manner provided in Section 2.1; (ii) the Escrow Amount to the Escrow Agent, in the manner provided in Section 2.1; (iii) the assignments, bills of sale, certificates of title referenced in Section 3.2(a)(ii) of this Agreement, if appropriate; (iv) the Trademark Assignment; (v) the Patent Assignment; (vi) the Supply Agreement and the Subcontract Agreement; (vii) the Assignment and Assumption of Warehouse Transition Services Agreement, duly executed by Seller and ▇▇▇▇▇▇ Realty, LLC, ; (viii) any and all consents required or contemplated by Section 8.5(e) and the Escrow Agreement; (ix) this Agreement duly executed by Seller; (b) evidence satisfactory to Purchaser to the effect that all outstanding Encumbrances covering any of the Assets Assignment and all outstanding UCC financing statements, amendments and assignments covering any of the Assets, have been released and/or terminated as of the Closing Date, or will be promptly thereafter, other than those relating to the Assumed Liabilities or the Permitted Encumbrances; (c) true and correct copies of resolutions duly adopted and approved by Seller’s Board of Directors and its stockholders, authorizing the transactions to be effected by Seller pursuant to this AgreementAssumption; and (dx) all such other certificates and those documents consistent with this Agreement as Purchaser or its counsel shall have reasonably requested from Seller or required to assign the Seller Principal, including but not limited certification from the State of New Jersey and New York confirming receipt of Purchaser’s notification of bulk sale in each of such state with each such states written certification instructing Seller and Government Contracts to Purchaser as to the amount of any Sales Tax Escrow Amount, which is to be included set forth below in the Escrow Amount pursuant to Section 2.3(b)(i) hereofthis Article 3.