Common use of Items Delivered Clause in Contracts

Items Delivered. A. At the Closing, Sellers shall: 1. Deliver to Purchaser an Assignment and Acceptance Agreement (the “Assignment”) in the form annexed hereto as Exhibit B; 2. Deliver to Purchaser the originals, if any, of the Loan Documents identified on Exhibit A (collectively, the “Loan Documents”); 3. Deliver to Purchaser evidence that Agent resigned as Agent under the Credit Agreement effective as of the Closing Date, and designated Purchaser as successor agent, and with such notice to have been delivered to Borrower and Lenders in compliance with all contractual obligations or legally waived; and 4. Execute and deliver to Purchaser a Registration Rights Agreement (the “Registration Rights Agreement”) in the form annexed hereto as Exhibit F B. At the Closing, Purchaser shall: 1. Be authorized to file a UCC Financing Statement Amendment (assignment), assigning to Purchaser UCC Financing Statement #2022-1933415 filed in favor of Seller (as successor by assignment to SWK) with the Delaware Secretary of State and covering the Collateral; 2. Pay to Sellers, via wire transfer as per wire transfer instructions set forth in Exhibit D annexed hereto, the Cash Consideration; 3. Deliver to Seller a copy of the duly executed irrevocable instructions to Computershare Trust Company, N.A. (the “Transfer Agent”), instructing the Transfer Agent to issue to Seller, in book-entry form, a number of shares of Common Stock equal to the aggregate number of Initial Consideration Shares that Seller is acquiring on the Closing Date; 4. Execute and deliver to Agent (for the benefit of Sellers) the Seller Note; and 5. Deliver to Sellers a duplicate original of the Assignment, counter-executed by ▇▇▇▇▇▇▇▇▇. C. On or before the fifteenth (15th) day following the execution of this Agreement, Sellers and Purchaser shall enter into and deliver to the counterparties thereto a stockholders agreement in a form mutually agreed by Sellers and Purchaser.

Items Delivered. A. At the Closing, Sellers Seller shall: 1. Deliver to Purchaser an Assignment and Acceptance Agreement (the “Assignment”) in the form annexed hereto as Exhibit B; 2. Deliver to Purchaser the originals, if any, of the Loan Note Documents identified on Exhibit A (collectively, the “Loan Documents”)endorsed as appropriate; 3. Deliver to Purchaser evidence that Agent resigned as Agent under the Credit Agreement effective as of the Closing Date, and designated Purchaser as successor agent, and with such Seller gave notice to have been delivered to Borrower Acer and Lenders the Holders in compliance with all contractual obligations under the Note Documents, or said obligations were legally waived; and 4. Execute and deliver to Purchaser a the Registration Rights Agreement relating to the Shares (the “Registration Rights Agreement”) in the form annexed hereto as Exhibit FC. B. At the Closing, Purchaser shall: 1. Be authorized to file a UCC Financing Statement Amendment (assignment), assigning to Purchaser UCC Financing Statement #2022-1933415 1933407 filed in favor of Seller ▇▇▇▇▇▇▇▇▇ (as successor by assignment to SWKMAM) with the Delaware Secretary of State and covering the Collateral; 2. Pay to Sellers, via wire transfer as per wire transfer instructions set forth in Exhibit D annexed hereto, the Cash Consideration; 3. Deliver to Seller a copy of the duly executed irrevocable instructions to Computershare Trust Company, N.A. (the “Transfer Agent”), instructing the Transfer Agent to issue to each Seller, in book-entry form, a number of shares of Common Stock the number of Shares set forth on Exhibit E hereto set forth opposite each such Seller’s name, which Shares equal to the aggregate number of Initial Consideration Shares that Seller is acquiring to be delivered on the Closing DateDate under Section 2 above; 4. Execute and deliver to Agent (for the benefit of Sellers) the Seller Note; and 53. Deliver to Sellers Seller a duplicate original of the Assignment, counter-executed by ▇▇▇▇▇▇▇▇▇; and 4. Execute and deliver to Seller the Registration Rights Agreement. C. On or before the fifteenth (15th) day following the execution of this Agreement, Sellers and Purchaser shall enter into and deliver to the counterparties thereto thereof a stockholders agreement in a form mutually agreed by Sellers and Purchaser.