Common use of At the Closing Clause in Contracts

At the Closing. (i) the Company and the Sellers shall deliver to the Buyer the following certificates, instruments and documents: (A) an executed counterpart of the Escrow Agreement executed by the Escrow Agent and the Seller Representative; (B) an executed counterpart of the Registration Rights Agreement executed by the applicable Seller; (C) an executed copy of the Executive Employment Agreement executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇; (D) the Acquired Company Financials; (E) evidence, in form and substance reasonably satisfactory to Buyer, that (i) the Company has submitted to a vote of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s business; and (G) such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the Closing; (ii) the Buyer shall deliver to the Seller Representative and the Company the following certificates, instruments and documents: (A) an executed counterpart of the Escrow Agreement executed by the Buyer; (B) an executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of Buyer; (C) an executed counterpart of the Executive Employment Agreement executed by the Buyer; and (D) such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization and certificates as to incumbency of officers and the adoption of authorization resolutions) as the Company shall reasonably request in connection with the Closing; (iii) the Buyer shall deliver to the Seller Representative, for distribution to the Sellers in accordance with the Closing Payment Certificate, either, at the Buyer’s option, (i) certificates representing a number of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal to the Aggregate Closing Consideration, subject to Section 1.5 hereof; and (iv) the Buyer shall deliver to the Escrow Agent a stock certificate representing the Escrow Amount.

At the Closing. At the Closing, Seller shall deliver or cause to be delivered to Purchaser: (i) stock certificates representing the Company Purchased Shares, duly endorsed or accompanied by stock powers for transfer to Purchaser, in each case free and clear of all Encumbrances (other than restrictions on the Sellers shall deliver to the Buyer the following certificates, instruments transfer of securities arising under applicable securities Laws and documents: (A) an executed counterpart of the Escrow Agreement executed any Encumbrances created by the Escrow Agent and the Seller RepresentativePurchaser); (Bii) an executed counterpart stock certificates representing the Holdings Shares, the Company Shares and, if certificated, the shares of each Subsidiary of the Registration Rights Agreement executed Company in existence at Closing, in each case free and clear of all Encumbrances (other than restrictions on the transfer of securities arising under applicable securities Laws and any Encumbrances created by the applicable SellerPurchaser); (Ciii) an executed copy a certificate signed by the Secretary of Seller, dated as of the Executive Employment Closing Date, certifying to: (i) resolutions of the board of directors of Seller approving the sale of the Purchased Shares and the execution, delivery and performance of this Agreement executed and the consummation of the Contemplated Transactions; and (ii) incumbency and signature of the officers of Seller executing this Agreement and any other certificate or document delivered by ▇▇▇▇▇▇▇ ▇▇▇▇▇Seller in connection with this Agreement; (Div) a certificate, dated as of the Acquired Company FinancialsClosing Date and signed by the President or Chief Financial Officer of Seller, that each of the conditions set forth in Section 6.2(a), Section 6.2(b), Section 6.2(c) and Section 6.2(e) has been satisfied; (Ev) evidenceevidence that the GSO Payoff Amount has been paid in full and that the GSO Release Letters are in full force and effect; and (vi) a certificate or certificates, in compliance with Treasury Regulations Section 1.1445-2(c), certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code, and a statement in compliance with Treasury Regulations Section 1.897-2(h). (vii) letters of resignation in form and substance reasonably satisfactory acceptable to Buyer, that (i) the Company has submitted to a vote of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) Purchaser and duly executed by those directors and officers of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent Genesis Companies identified on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the CodeSchedule 2.6(b)(vii), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (Fviii) evidencean amendment to that certain Game Content License Agreement, dated as of February 11, 2015, by and between the Company and Seller (the “Game Content License Agreement”), in the form set forth on Schedule 2.6(b)(viii), duly executed by the Company and Seller; (ix) evidence in form and substance reasonably satisfactory acceptable to Buyer, Purchaser that the Company has, at its own expense, (i) has obtained all of the waivers, Permits, consents, approvals or third party consents from the Governmental Authorities and other authorizations, and effected all of the registrations, filings and notices, Persons set forth on Section 1.2(b)(iSchedule 2.6(b)(ix); (x) of evidence in form and substance reasonably acceptable to Purchaser that the Company Disclosure ScheduleRelated Party Transactions Terminations have been, and (ii) obtained all other waiversor, Permitssimultaneous with the Closing shall be, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s businesseffected; and (Gxi) such other certificates evidence in form and instruments (including certificates of good standing of substance reasonably acceptable to Purchaser that the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the Closing; (ii) the Buyer shall deliver to the Seller Representative and the Company the following certificates, instruments and documents: (A) an executed counterpart of the Escrow Agreement executed by the Buyer; (B) an executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of Buyer; (C) an executed counterpart of the Executive Employment Agreement executed by the Buyer; and (D) such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization and certificates as to incumbency of officers and the adoption of authorization resolutions) as the Company shall reasonably request in connection with the Closing; (iii) the Buyer shall deliver to the Seller Representative, for distribution to the Sellers in accordance with the Closing Payment Certificate, either, at the Buyer’s option, (i) certificates representing a number of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal to the Aggregate Closing Consideration, subject to Section 1.5 hereof; and (iv) the Buyer shall deliver to the Escrow Agent a stock certificate representing the Escrow AmountRedemption has been effected.

At the Closing. (a) Verbiski shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself of the Company Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated and (iii) if the Sellers Altius Option has not been exercised, the Adjustment Agreement has been terminated; (b) IRC shall deliver to Verbiski (i) a certified cheque or confirmed bank transfer in the Buyer amount of $60,000,000 (CDN); (ii) the following certificatesFounder’s Shares; and (iii) the Verbiski Shares; (c) Verbiski shall deliver to IRC the Purchased Shares, instruments duly registered in the name of IRC, free and documentsclear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities; (d) Verbiski shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition of the Divested Assets; (e) IRC shall deliver to Verbiski, to Archean, to VBHC and to VBNC, as the case may be: (Ai) an executed counterpart of the Escrow Agreement executed by the Escrow Agent and the Seller Representativeconfirmation in accordance with clause 3.1(f) hereof; (Bii) an executed counterpart its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Verbiski in respect of the Registration Rights Agreement executed by the applicable Sellerany breach thereof; (Ciii) an executed copy its agreement to pay the additional Purchase Price provided for in Article 7 and Article 8 hereof; and (iv) such certificates and opinions of the Executive Employment Agreement executed counsel to IRC as may be reasonably requested by ▇▇▇▇▇▇▇ ▇▇▇▇▇; (D) the Acquired Company Financials; (E) evidence, ’s counsel in form and substance reasonably satisfactory to Buyer, that (i) the Company has submitted to a vote of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of connection with the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” which agreements, certificates and opinions shall be in a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company▇▇▇▇▇▇▇▇’s business; and (G) such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the Closing; (ii) the Buyer shall deliver to the Seller Representative and the Company the following certificates, instruments and documents: (A) an executed counterpart of the Escrow Agreement executed by the Buyer; (B) an executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of Buyer; (C) an executed counterpart of the Executive Employment Agreement executed by the Buyer; and (D) such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization and certificates as to incumbency of officers and the adoption of authorization resolutions) as the Company shall reasonably request in connection with the Closing; (iii) the Buyer shall deliver to the Seller Representative, for distribution to the Sellers in accordance with the Closing Payment Certificate, either, at the Buyer’s option, (i) certificates representing a number of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal to the Aggregate Closing Consideration, subject to Section 1.5 hereof; and (iv) the Buyer shall deliver to the Escrow Agent a stock certificate representing the Escrow Amountcounsel.

At the Closing. (i) the Company Companies shall execute and the Sellers shall deliver to the Buyer the following certificates, instruments and documents: (A) an executed counterpart of the Escrow Agreement executed by the Escrow Agent and the Seller Representative; (B) an executed counterpart of the Registration Rights Agreement executed by the applicable Seller; (C) an executed copy of the Executive Employment Agreement executed by ▇▇▇Purchaser such a ▇▇▇▇ ▇▇▇▇▇; of sale in the form of Exhibit A and such other bills of sale, endorsements, assignments and other documents and records as may (Din the reasonable judgment of Purchaser or its counsel) be necessary or appropriate to assign, convey, transfer and deliver to Purchaser good, valid and marketable title to the Acquired Company Financials; (E) evidence, in form and substance reasonably satisfactory to Buyer, that (i) the Company has submitted to a vote of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right Purchased Assets free of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s business; and (G) such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the ClosingEncumbrances; (ii) the Buyer Companies will assign and Purchaser will assume the contracts listed on Exhibit F ("List of Assumed Contracts"), subject to Purchaser's review and acceptance of such contract, (each an "Assumed Contract" and collectively the "Assumed Contracts"); Company shall deliver assume the Assumed Contracts and assume the Assumed Liabilities under the Assumed Contracts by delivering to Purchaser an Assumption Agreement in substantially the Seller Representative and the Company the following certificates, instruments and documents: (A) an executed counterpart form of the Escrow Agreement executed by the Buyer; (B) an executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of Buyer; (C) an executed counterpart of the Executive Employment Agreement executed by the BuyerExhibit H; and (Diii) such other certificates The President and instruments (including certificates Secretary of good standing Company and each of the Company in its jurisdiction of organization Partners shall execute and certificates as to incumbency of officers and the adoption of authorization resolutions) as the Company shall reasonably request in connection with the Closing; (iii) the Buyer shall deliver to Purchaser a certificate (the Seller Representative"Closing Certificate") setting forth their respective representations and warranties that (a) each of the representations and warranties made by the Companies in this Agreement was accurate in all respects as of the date of this Agreement, for distribution (b) each of the representations and warranties made by the Companies in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date, (c) each of the covenants and obligations that the Companies are required to have complied with or performed pursuant to this Agreement at or prior to the Sellers Closing has been duly complied with and performed in accordance with all respects, and (d) each of the Closing Payment Certificate, either, at the Buyer’s option, (i) certificates representing a number of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued conditions set forth in book entry, Section 5 has been satisfied in each case equal to the Aggregate Closing Consideration, subject to Section 1.5 hereof; and (iv) the Buyer shall deliver to the Escrow Agent a stock certificate representing the Escrow Amountall respects.

At the Closing. (i) the Company and the Sellers Holdco shall deliver deliver, or cause to the Buyer the following certificatesbe delivered, instruments and documentsto Skynet: (A) an duly executed counterpart of and issued certificates representing the Escrow Agreement executed by the Escrow Agent and the Seller RepresentativeTransfer Shares; (B) an executed counterpart any cash payments required to be made by Holdco and/or PSP at the Closing pursuant to Section 2.5(a)(iii) and Section 1.1(a) of the Registration Rights Agreement executed Ancillary Agreement, by wire transfer of immediately available funds to the applicable Sellerbank account or accounts designated by Skynet in writing not less than three (3) Business Day prior to the Closing Date; (C) an executed copy certificates signed by a duly authorized officer of Holdco certifying to the effect that each of the Executive Employment Agreement executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇conditions specified in Sections 5.3(a) and 5.3(b) have been satisfied in all respects; (D) the Acquired Company FinancialsAssignment and Assumption Agreement, duly executed by Holdco; (E) evidencethe B▇▇▇ of Sale, in form and substance reasonably satisfactory to Buyer, that (i) the Company has submitted to a vote of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated duly executed by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s business; and (G) such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the Closing;Holdco. (ii) the Buyer Skynet shall deliver deliver, or cause to the Seller Representative and the Company the following certificatesbe delivered, instruments and documentsto Holdco: (A) an executed counterpart any cash payments required to be made by Parent at the Closing pursuant to Sections 2.5(b) and Section 1.1(b) of the Escrow Agreement executed Ancillary Agreement, by wire transfer of immediately available funds to the Buyerbank account or accounts designated by Holdco in writing not less than three (3) Business Day prior to the Closing Date; (B) an executed counterpart certificates signed by a duly authorized officer of Skynet certifying to the effect that each of the Registration Rights Agreement executed by the Buyer conditions specified in Sections 5.2(a) and the applicable stockholders of Buyer5.2(b) have been satisfied in all respects; (C) an executed counterpart of the Executive Employment Agreement Assignment and Assumption Agreement, duly executed by the BuyerSkynet; and (D) such other certificates and instruments the B▇▇▇ of Sale, duly executed by Skynet, (including certificates E) copies of good standing resolutions, certified by the Secretary of each of the Company in its jurisdiction of organization Parent and certificates Skynet as to incumbency the authorization (as applicable) of officers the Transaction Agreements and all of the adoption of authorization resolutions) as the Company shall reasonably request in connection with the Closingtransactions contemplated thereby; (iiiF) affidavit of non-foreign status of Skynet that complies with section 1445 of the Buyer shall deliver to Code; (G) evidence of the Seller Representative, for distribution to termination of each Terminated Contract; (H) evidence of the Sellers release of all Liens described in accordance with clause (e) of the Closing Payment Certificate, either, at definition of Permitted Liens on the Buyer’s option, (i) certificates representing a number of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal to the Aggregate Closing Consideration, subject to Section 1.5 hereofTransferred Property; and (ivI) evidence that the Buyer shall deliver “Telstar-11 Loan” identified in Section 3.1(w) of the Skynet Disclosure Letter has been capitalized to the Escrow Agent a stock certificate representing the Escrow Amountequity of Skynet.

At the Closing. (a) At the Closing, SmartServ shall issue the SmartServ Shares to the nReach Shareholders in accordance with their Pro Rata Percentages. (b) At the Closing, all equity securities of nReach, duly endorsed for transfer, and the executed investor representation letter for each nReach Shareholder in the form annexed hereto as Exhibit A shall be delivered to SmartServ. (c) At the Closing, SmartServ and nReach each shall be in compliance with its representations, warranties and covenants contained herein in all material respects, and each shall receive from the other certificates to such effect from the President of such party as of the Closing Date, except with respect to nReach, as set forth in a schedule of exceptions attached to such certificate and acceptable to SmartServ. (d) At the Closing, SmartServ shall have received (i) certificates, dated the Company Closing Date and signed by the secretary of nReach, certifying the truth and correctness of attached copy of nReach's articles of incorporation (including amendments thereto) and such other matters as may reasonably be requested by SmartServ (including certification of the identity of the names and titles and the Sellers shall deliver to the Buyer the following certificates, instruments and documents: (A) an executed counterpart signatures of the Escrow officers of nReach individually authorized to execute and deliver this Agreement and other documents to be executed and delivered by the Escrow Agent nReach in connection therewith); and the Seller Representative; by-laws (B) an executed counterpart of the Registration Rights Agreement executed by the applicable Seller; (C) an executed copy of the Executive Employment Agreement executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇; (D) the Acquired Company Financials; (E) evidence, in form and substance reasonably satisfactory to Buyer, that (i) the Company has submitted to a vote of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Codeincluding amendments thereto), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s business; and (G) such other certificates and instruments (including certificates a certificate of good standing for nReach in the State of Colorado. (e) At the Closing, the nReach Shareholders shall have received certificates, dated the Closing Date and signed by the secretary of SmartServ, certifying the truth and correctness of attached copy of SmartServ's certificate of incorporation (including amendments thereto) and such other matters as may reasonably be requested by the nReach Shareholders (including certification of the Company identity of the names and titles and the Subsidiaries in their jurisdictions signatures of organization the officers of SmartServ individually authorized to execute and deliver this Agreement and other documents to be executed and delivered by the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of SmartServ officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the Closing; (ii) the Buyer shall deliver to the Seller Representative therewith); and the Company the following certificates, instruments and documents: (A) an executed counterpart of the Escrow Agreement executed by the Buyer; (B) an executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of Buyer; (C) an executed counterpart of the Executive Employment Agreement executed by the Buyer; and (D) such other certificates and instruments by-laws (including certificates of good standing of the Company in its jurisdiction of organization and certificates as to incumbency of officers and the adoption of authorization resolutions) as the Company shall reasonably request in connection with the Closing; (iii) the Buyer shall deliver to the Seller Representative, for distribution to the Sellers in accordance with the Closing Payment Certificate, either, at the Buyer’s option, (i) certificates representing a number of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal to the Aggregate Closing Consideration, subject to Section 1.5 hereof; and (iv) the Buyer shall deliver to the Escrow Agent a stock certificate representing the Escrow Amountamendments thereto).

At the Closing. (i) the Company and the The Sellers shall deliver to the Buyer Issuer certificates for the following certificatesShares, instruments and documents:duly endorsed in form for transfer to the Issuer. (Aii) an executed counterpart The Issuer shall pay the purchase price for the Shares. (iii) The Sellers shall deliver evidence that, as of Closing, the Issuer that all liabilities and obligations of any kind and description, whether immediate, direct, contingent or indirect, shall have been paid or cancelled, with the result that the Issuer has, as of the Escrow Agreement executed by the Escrow Agent and the Seller Representative;Closing, no liabilities or obligations of any kind. (Biv) an executed counterpart of The Issuer shall deliver or cause the Registration Rights Agreement executed by the applicable Seller; (C) an executed Issuer’s transfer agent to deliver a certified copy of the Executive Employment Agreement executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇;stock ledger of the Issuer listing every stockholder of record as of the most recent practicable date. (Dv) Counsel for the Acquired Company Financials; (E) evidenceIssuer shall have given its opinion to the Issuer, in form which may be relied on by any subsequent purchasers of the Issuer’s capital stock and substance reasonably satisfactory to Buyer, their counsel if such purchases take place as part of the next direct or indirect merger or similar transaction with an operating business that (i) the Company has submitted to a vote of its shareholders, results in a manner change of control of the Issuer (“Reverse Merger Issuances”), to the effect that satisfies all of the shareholder approval issued and outstanding capital stock has been duly and validly authorized and issued and is fully paid and non-assessable and to such counsel’s knowledge not issued in violation of any preemptive right, right of first refusal or other right, and that the issuance of such capital stock was exempt from the registration requirements under of the Securities Act of 1933, as amended, by virtue of Section 280G(b)(5)(B4(2) of the Code Securities Act of 1933, as amended, and/or Rule 506 or 506 of the Commission thereunder. (vi) The Issuer shall deliver a good standing certificate issued by the Secretary of State of the State of Delaware and a certified copy of the Issuer’s Articles of Incorporation, as currently in effect, certified by the Secretary of State of the State of Delaware. (vii) The Sellers will provide evidence that all liabilities of the Issuer have been paid and the Treasury Regulations promulgated thereunderIssuer has no obligation with respect to legal, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (accounting or other benefits) contingent on the consummation of professional fees relating to the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s business; and (G) such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the Closing; (ii) the Buyer shall deliver to the Seller Representative and the Company the following certificates, instruments and documents: (A) an executed counterpart of the Escrow Agreement executed by the Buyer; (B) an executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of Buyer; (C) an executed counterpart of the Executive Employment Agreement executed by the Buyer; and (D) such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization and certificates as to incumbency of officers and the adoption of authorization resolutions) as the Company shall reasonably request in connection with the Closing; (iii) the Buyer shall deliver to the Seller Representative, for distribution to the Sellers in accordance with the Closing Payment Certificate, either, at the Buyer’s option, (i) certificates representing a number of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal to the Aggregate Closing Consideration, subject to Section 1.5 hereof; and (iv) the Buyer shall deliver to the Escrow Agent a stock certificate representing the Escrow AmountAgreement.

At the Closing. (i) the Company and the The Sellers shall deliver to the Buyer Purchasers the following certificates, instruments and documentsfollowing: (A1) an A duly executed counterpart of the Escrow Agreement executed by the Escrow Agent and the Seller Representative; (B) an executed counterpart of the Registration Rights Agreement executed by the applicable Seller; (C) an executed copy of the Executive Employment Agreement executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇of Sale for each of the Practice Assets and the Surgery Center Assets; (D2) the Acquired Company FinancialsA duly executed Management Services Termination Agreement; (E3) evidenceA duly executed Termination Agreement; (4) A duly executed General Release in favor of Purchasers; (5) A duly executed Secretary’s Certificate of PainCare, in form the PainCare Surgery Centers and substance reasonably satisfactory the PainCare Sub certifying as to Buyer, that (i) the Company has submitted to a vote resolutions approved by the Board of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) Directors of each of the Code Sellers to enter into this Agreement and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of consummate the transactions contemplated by this Agreement (within hereby, the meaning Articles of Section 280G(b)(2)(A)(i) Incorporation of each of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) Sellers and Certificate of the Code (determined without regard to Section 280G(b)(4) Good Standing of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by each of the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior all of which shall be attached to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the CompanySecretary’s businessCertificate; and (G6) such Such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as are required or otherwise reasonably requested by the Purchasers pursuant to incumbency the provisions of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the Closing;this Agreement or any ancillary document hereto. (ii) the Buyer The Purchasers shall deliver to the Seller Representative and Sellers the Company the following certificates, instruments and documentsfollowing: (A1) an executed counterpart of the Escrow Agreement executed by the BuyerThe Practice Purchase Price which shall be paid to HBK; (B2) an The Surgery Center Note marked “cancelled.” (3) A duly executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of BuyerManagement Services Termination Agreement; (C4) an A duly executed counterpart Termination Agreement; (5) A duly executed General Release in favor of Sellers; (6) A duly executed Member’s Certificate of the Executive Employment Agreement executed Purchasers certifying as to the resolutions approved by the BuyerMembers of each to enter into this Agreement and consummate the transactions contemplated hereby, the Articles of Organization of each and Certificate of Good Standing of each, all of which shall be attached to the Member’s Certificate; and and (D7) such Such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization resolutions, documents and certificates as to incumbency of officers and are required or otherwise reasonably requested by the adoption of authorization resolutions) as the Company shall reasonably request in connection with the Closing; (iii) the Buyer shall deliver Sellers pursuant to the Seller Representative, for distribution to the Sellers in accordance with the Closing Payment Certificate, either, at the Buyer’s option, (i) certificates representing a number provisions of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal to the Aggregate Closing Consideration, subject to Section 1.5 hereof; and (iv) the Buyer shall deliver to the Escrow Agent a stock certificate representing the Escrow Amountthis Agreement.

At the Closing. (i) the Company and the The Sellers shall deliver to the Buyer Purchasers the following certificates, instruments and documentsfollowing: (A1) an A duly executed counterpart of the Escrow Agreement executed by the Escrow Agent and the Seller Representative; (B) an executed counterpart of the Registration Rights Agreement executed by the applicable Seller; (C) an executed copy of the Executive Employment Agreement executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇of Sale for the Non-Medical Assets; (D2) the Acquired Company FinancialsA duly executed Management Services Termination Agreement; (E3) evidence, A duly executed Termination Agreement; (4) A duly executed General Release in form favor of Purchasers; (5) A duly executed Assignment and substance reasonably satisfactory Assumption of Contracts for the Practice; (6) A duly executed Assignment and Assumption of Leases for the Practice; (7) A duly executed Security Agreement (8) A duly executed Pledge Agreement; (9) A duly executed Secretary’s Certificate of PainCare and the PainCare Sub certifying as to Buyer, that (i) the Company has submitted to a vote resolutions approved by the Board of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) Directors of each of the Code Sellers to enter into this Settlement Agreement and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of consummate the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the votehereby; (F10) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all The written consent of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s businessHBK; and (G11) such Such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as are required or otherwise reasonably requested by the Purchasers pursuant to incumbency the provisions of officers and this Settlement Agreement or any ancillary document hereto. (ii) The Purchasers shall deliver to the adoption of authorization resolutionsSellers (or HBK, as the case may be) as Buyer shall reasonably request in connection with the following: (1) The Cash Due At Closing; (ii2) the Buyer shall deliver to the Seller Representative and the Company the following certificates, instruments and documents: (A) an A duly executed counterpart of the Escrow Agreement executed by the BuyerPromissory Note; (B3) an A duly executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of BuyerManagement Services Termination Agreement; (C4) an A duly executed counterpart Termination Agreement; (5) A duly executed General Release in favor of Sellers; (6) A duly executed Assignment and Assumption of Liabilities for the Practice; (7) A duly executed Assignment and Assumption of Contracts for the Practice; (8) A duly executed Assignment and Assumption of Leases for the Practice; (9) A duly executed Security Agreement; (10) A duly executed Pledge Agreement; (11) A duly executed Secretary’s Certificate of the Executive Employment Agreement executed Practice certifying as to the resolutions approved by the BuyerBoard of Directors to enter into this Settlement Agreement and consummate the transactions contemplated hereby; and (D12) such Such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization resolutions, documents and certificates as to incumbency of officers and are required or otherwise reasonably requested by the adoption of authorization resolutions) as the Company shall reasonably request in connection with the Closing; (iii) the Buyer shall deliver Sellers pursuant to the Seller Representative, for distribution to the Sellers in accordance with the Closing Payment Certificate, either, at the Buyer’s option, (i) certificates representing a number provisions of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal to the Aggregate Closing Consideration, subject to Section 1.5 hereof; and (iv) the Buyer shall deliver to the Escrow Agent a stock certificate representing the Escrow Amountthis Settlement Agreement.

At the Closing. (i) the Company and the Sellers Seller shall deliver to the Buyer the following certificates, instruments and documents: (A) an executed counterpart of the Escrow Agreement executed by the Escrow Agent and the Seller Representative; (B) an executed counterpart of the Registration Rights Agreement executed by the applicable Seller; (C) an executed copy of the Executive Employment Agreement executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇; (D) the Acquired Company Financials; (E) evidence, in form and substance reasonably satisfactory to Buyer, that Purchaser (i) all Seller Stock Certificates representing the Company has submitted to a vote outstanding shares of its shareholdersSeller Common Stock, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B(ii) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” 5 original Stock Powers (as defined in Section 280G(cthe Stockholder Agreements) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (iiiii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this a Stockholder Agreement or that are material to the conduct of the Company’s business; and (G) such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization Registration Rights Agreement, executed by Seller and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the Closingeach Stockholder; (ii) Purchaser shall issue the Buyer shall deliver total number of shares of Purchaser Common Stock (the "Total Consideration") to the Seller Representative Agent and the Company the following certificates, instruments and documents: (A) an executed counterpart of the Escrow Agreement executed Agent as contemplated by the Buyer; (B) an executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of Buyer; (C) an executed counterpart of the Executive Employment Agreement executed by the Buyer; and (D) such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization and certificates as to incumbency of officers and the adoption of authorization resolutions) as the Company shall reasonably request in connection with the ClosingSection 1.11; (iii) The Key Stockholder and each other employee of Seller ("Employee") set forth in Part 2.15 of the Buyer Disclosure Schedule shall execute and deliver to Purchaser and Seller a Noncompetition Agreement in the Seller Representative, for distribution to the Sellers in accordance with the Closing Payment Certificate, either, at the Buyer’s option, (i) certificates representing a number form of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal to the Aggregate Closing Consideration, subject to Section 1.5 hereofExhibit E attached hereto; and (iv) The Seller and the Buyer Key Stockholder shall execute and deliver to Purchaser a certificate (the Escrow Agent a stock certificate representing "Closing Certificate") setting forth the Escrow AmountSeller's and Key Stockholder stating that (A) each of the representations and warranties made by Seller and the Key Stockholder in this Agreement was accurate in all respects as of the date of this Agreement, (B) except as expressly set forth in the Closing Certificate, each of the representations and warranties made by Seller and the Key Stockholder in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date, (C) each of the covenants and obligations that Seller and the Key Stockholder are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects and (D) except as expressly set forth in the Closing Certificate, each of the conditions set forth in Sections 6.2(b), 6.5 and 6.6 has been satisfied in all respects.

At the Closing. (a) Sellers will deliver to Buyer: (i) certificates representing the Company and the Sellers shall deliver to the Buyer the following certificatesShares, instruments and documents: duly endorsed (A) an or accompanied by duly executed counterpart stock powers), with signatures guaranteed by a commercial bank or by a member firm of the Escrow Agreement executed by the Escrow Agent and the Seller Representative; (B) an executed counterpart of the Registration Rights Agreement executed by the applicable Seller; (C) an executed copy of the Executive Employment Agreement executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇; (D) the Acquired Company Financials; (E) evidenceNew York Stock Exchange, in form and substance reasonably satisfactory for transfer to Buyer, that (i) the Company has submitted to a vote of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s business; and (G) such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the Closing; (ii) releases in the Buyer shall deliver to the Seller Representative and the Company the following certificates, instruments and documents: (Aform of Exhibit 2.4(a)(ii) an executed counterpart of the Escrow Agreement executed by the Buyer; Sellers (B) an executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of Buyer; (C) an executed counterpart of the Executive Employment Agreement executed by the Buyer; and (D) such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization and certificates as to incumbency of officers and the adoption of authorization resolutions) as the Company shall reasonably request in connection with the Closingcollectively, "Sellers' Releases"); (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); (v) a certificate executed by Sellers representing and warranting to Buyer shall deliver that each of Sellers' 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 (giving full effect to any supplements to the Seller Representative, for distribution Disclosure Letter that were delivered by Sellers to Buyer prior to the Sellers Closing Date in accordance with Section 5.4); and (vi) the Closing Payment Certificateresignation of any or all members of the board of directors of the Company, either, at the as directed by Buyer’s option, . (b) Buyer will deliver to Sellers: (i) certificates representing a Such number of shares of Buyer GAPI Common Stock or (ii) shares as required pursuant to Section 2.2(a), registered on the books of Buyer Common Stock issued in book entry, the names and denominations as requested by Sellers in each case equal writing prior to the Aggregate Closing Consideration, subject to Section 1.5 hereofClosing; and (ivii) the Buyer shall deliver to the Escrow Agent a stock certificate representing the Escrow AmountEmployment Agreements, executed by Buyer.

At the Closing. (i) the Company Restoragen shall execute and the Sellers shall deliver to GHRCO such bills of sale, endorsements, assignments and other documents as may (in the Buyer reasonable judgment of GHRCO or its counsel) be necessary or appropriate to assign, convey, transfer and deliver to GHRCO good and valid title to the following certificatesAssets free and clear of all liens, claims and encumbrances, but only to the scope and extent of the effectiveness of the Bankruptcy Court Confirmation Order approving the transactions. Without limiting the generality of the foregoing, Restoragen and GHRCO shall execute and deliver the ▇▇▇▇ of Sale, Assignment and Assumption, substantially in the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”), with respect to the Assets and such other instruments and documents:documentation as GHRCO may reasonably request before, on the Closing Date and thereafter, including, without limitation, assignment agreements and related documentation with respect to the GRF Patent Portfolio, in order to effectuate the Transactions as contemplated herein; (ii) GHRCO shall acknowledge, sign and deliver the ▇▇▇▇ of Sale; (iii) GHRCO shall pay to Restoragen $50,000 in cash as contemplated by Section 1.4; (iv) Restoragen shall execute and deliver to GHRCO a certificate (the “Closing Certificate”) setting forth the representations and warranties of Restoragen that (A) an executed counterpart each of the Escrow representations and warranties made by Restoragen in this Agreement executed was accurate in all material respects as of the date of this Agreement, (B) except as expressly set forth in the Closing Certificate, each of the representations and warranties made by Restoragen in this Agreement is accurate in all material respects as of the Escrow Agent Closing Date as if made on the Closing Date, (C) each of the covenants and obligations that Restoragen is required to have complied with or performed pursuant to this Agreement at or prior to the Seller RepresentativeClosing has been duly complied with and performed in all material respects and (D) except as expressly set forth in the Closing Certificate, each of the conditions set forth in Sections 6.4, 6.6 and 6.7 has been satisfied in all material respects; (Bv) an executed counterpart As promptly as practicable (and in any event within thirty (30) days) after the Closing, Restoragen shall deliver, or cause to he delivered, to GHRCO or its Representatives all tangible items included in the Assets (or, in the case of documents relative to the Licensed Technology, complete and accurate copies thereof) including, without limitation, complete and accurate originals of all patents and patent applications included in the GRF Patent Portfolio, other documentation in the possession or control of Restoragen regarding the GRF Patent Portfolio and any correspondence between Restoragen and the U.S. Patent & Trademark Office or any foreign patent office with respect to the GRF Patent Portfolio and such other documents or materials in Restoragen’s possession as may be necessary or useful for the practice of the Registration Rights Agreement executed by Licensed Technology. Restoragen shall have the applicable Sellerright to retain, for archival and other appropriate purposes, a reasonable number of copies of each document provided to GHRCO hereunder; (Cvi) an executed copy GHRCO shall pay to Restoragen or its patent counsel, the estimated patent counsel fees and costs described in Section 1.3; and (vii) The Releases in the form of the Executive Employment Agreement executed Exhibit G signed by ▇each of ▇▇▇▇▇▇ ▇▇▇▇▇; (D) the Acquired Company Financials; (E) evidence, in form and substance reasonably satisfactory to Buyer, that (i) the Company has submitted to a vote of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s business; and (G) such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the Closing; (ii) the Buyer shall deliver to the Seller Representative and the Company the following certificates, instruments and documents: (A) an executed counterpart of the Escrow Agreement executed by the Buyer; (B) an executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of Buyer; (C) an executed counterpart of the Executive Employment Agreement executed by the Buyer; and (D) such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization and certificates as to incumbency of officers and the adoption of authorization resolutions) as the Company shall reasonably request in connection with the Closing; (iii) the Buyer shall deliver to the Seller Representative, for distribution to the Sellers in accordance with the Closing Payment Certificate, either, at the Buyer’s option, (i) certificates representing a number of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal to the Aggregate Closing Consideration, subject to Section 1.5 hereof; and (iv) the Buyer shall deliver to the Escrow Agent a stock certificate representing the Escrow Amount.

At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself of the Company Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated and (iii) if the Sellers Altius Option has not been exercised, the Adjustment Agreement has been terminated; (b) IRC shall deliver to Chislett a certified cheque or confirmed bank transfer in the Buyer amount of $92,500,000 (CDN); (c) Chislett shall deliver to IRC the following certificatesPurchased Shares, instruments duly registered in the name of IRC, free and documentsclear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities; (d) ▇▇▇▇▇▇▇▇ shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition of the Divested Assets; (e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be: (Ai) an executed counterpart its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of the Escrow Agreement executed by the Escrow Agent and the Seller Representativeany breach thereof; (Bii) an executed counterpart of its agreement to pay the Registration Rights Agreement executed by the applicable Seller;additional Purchase Price provided for in Article 7 hereof; and (Ciii) an executed copy such certificates and opinions of the Executive Employment Agreement executed counsel to IRC as may be reasonably requested by ▇▇▇▇▇▇▇ ▇▇▇▇▇; (D) the Acquired Company Financials; (E) evidence, ’▇ counsel in form and substance reasonably satisfactory to Buyer, that (i) the Company has submitted to a vote of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of connection with the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” which agreements, certificates and opinions shall be in a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s business; and (G) such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the Closing; (ii) the Buyer shall deliver to the Seller Representative and the Company the following certificates, instruments and documents: (A) an executed counterpart of the Escrow Agreement executed by the Buyer; (B) an executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of Buyer; (C) an executed counterpart of the Executive Employment Agreement executed by the Buyer; and (D) such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization and certificates as to incumbency of officers and the adoption of authorization resolutions) as the Company shall reasonably request in connection with the Closing; (iii) the Buyer shall deliver to the Seller Representative, for distribution to the Sellers in accordance with the Closing Payment Certificate, either, at the Buyer’s option, (i) certificates representing a number of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal to the Aggregate Closing Consideration, subject to Section 1.5 hereof; and (iv) the Buyer shall deliver to the Escrow Agent a stock certificate representing the Escrow Amount▇▇▇▇▇▇▇▇’▇ counsel.

At the Closing. (i) the Company and the Sellers shall deliver to the Buyer Purchaser all of the following certificates(and execute or cause to be executed, instruments and documentsto the extent that the Sellers or any of their Subsidiaries is a party thereto): a) a certificate evidencing the transfer of the Assigned Securities to the Purchaser; b) certificates of an executive officer of the Seller, certifying fulfillment of the conditions to the Sellers’ obligations to consummate the transactions contemplated hereby described in Section 5.6; c) all relevant documentation restructuring management of the Associations namely: (Ai) an executed counterpart Minutes of the Escrow Agreement executed members’ General Meetings of the Associations appointing the members of the Associations and members of the Board of Directors of the Associations designated by the Escrow Agent and the Seller Representative; (B) an executed counterpart of the Registration Rights Agreement executed by the applicable Seller; (C) an executed copy of the Executive Employment Agreement executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇; (D) the Acquired Company Financials; (E) evidence, in form and substance reasonably satisfactory to Buyer, that (i) the Company has submitted to a vote of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s business; and (G) such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the ClosingPurchaser; (ii) the Buyer shall deliver to the Seller Representative and the Company the following certificates, instruments and documents: (A) an executed counterpart Minutes of the Escrow Agreement executed Board of Directors of the Associations appointing members of the Associations designated by the Buyer; (B) an executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of Buyer; (C) an executed counterpart of the Executive Employment Agreement executed by the BuyerPurchaser; and (Diii) such other certificates and instruments (including certificates Letters of good standing resignation effective as of the Company Closing Date, of those members of the Associations and those members of the board of directors of the Associations specified by the Purchaser, in its jurisdiction writing, prior to Closing. d) the letters of organization and certificates resignations, effective as to incumbency of officers and the adoption of authorization resolutions) as the Company shall reasonably request in connection with the Closing, of those Company’s directors and officers specified by the Purchaser in writing, prior to Closing together with duly executed share transfer forms (or their equivalent) for any securities held by such directors and officers in any Company; (iiie) the Buyer shall deliver minutes of a duly called meeting of the board of directors and shareholders meeting of the Companies with respect to the Seller Representativeappointment of new directors and officers and, for distribution if the case may be, authorizing the sale of the Assigned Securities to the Sellers Purchaser; f) appropriate evidence of the termination of all intercompany agreements, debts, or pledges between the Target Entities and CEC or any Affiliates of CEC, other than the Target Entities, except for the post-Closing services in accordance with the Closing Payment Certificate, either, at provisions of Section 5.3.2 (f) of the Buyer’s option, (i) certificates representing a number of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal to the Aggregate Closing Consideration, subject to Section 1.5 hereofDisclosure Letter; and (iv) the Buyer shall deliver to the Escrow Agent a stock certificate representing the Escrow Amount.;

At the Closing. (i) If the Company and the Sellers Purchase Price is a positive number, Purchaser shall deliver the Purchase Price to Seller, and if the Buyer Purchase Price is a negative number, Seller shall deliver the following certificates, instruments and documents: (A) an executed counterpart absolute value of the Escrow Agreement executed by the Escrow Agent and the Seller Representative; (B) an executed counterpart of the Registration Rights Agreement executed by the applicable Seller; (C) an executed copy of the Executive Employment Agreement executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇; (D) the Acquired Company Financials; (E) evidencePurchase Price to Purchaser, in form and substance reasonably satisfactory to Buyer, that (i) the Company has submitted to a vote either case by wire transfer of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s business; and (G) such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the Closingimmediately available funds; (ii) the Buyer Seller shall deliver to the Seller Representative and the Company the following certificates, instruments and documentsPurchaser: (A1) an executed counterpart A ▇▇▇▇ of sale in substantially the Escrow Agreement executed by form of Exhibit 2.4(b)(ii)(1), pursuant to which the BuyerPersonal Property and the Loans shall be transferred to Purchaser; (B2) an executed counterpart An assignment and assumption agreement in substantially the form of Exhibit 2.4(b)(ii)(2), with respect to the Registration Rights Agreement executed by the Buyer and the applicable stockholders of BuyerAssumed Liabilities; (C3) an executed counterpart Subject to the provisions of Section 2.7, such consents as shall be required pursuant to the Executive Employment Agreement executed by the Buyer; and (D) terms of such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization and certificates as to incumbency of officers and the adoption of authorization resolutions) as the Company shall reasonably request Tenant Leases in connection with the Closingassignment thereof to Purchaser; (iii4) the Buyer shall deliver Seller’s keys to the Seller Representative, for distribution safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the Sellers in accordance with the Closing Payment Certificate, either, safe deposit box business at the BuyerBranches; (5) The Records, including Seller’s option, (i) certificates representing a number of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal files and records related to the Aggregate Closing ConsiderationLoans, subject to Section 1.5 hereof; andthe Loan Documents and the collateral for the Loans; (iv6) the Buyer shall deliver The contracts agreements, leases and other documentation related to the Escrow Agent a stock certificate representing Acquired Assets and Assumed Liabilities; (7) Cash on Hand; (8) Such other Acquired Assets to be purchased as shall be capable of physical delivery; (9) An executed lease agreement between Seller and Purchaser for the Escrow Amount.facilities and furniture currently occupied by Seller’s trust and brokerage departments as described in Section 6.9 (the “Lease Agreement”) substantially in the form of Exhibit 2.4(b)(ii)(9); (10) An executed data processing agreement between Seller and Purchaser substantially in the form of Exhibit 2.4(b)(ii)(10); (11) Duly executed General Warranty Deeds in recordable form reasonably acceptable to Purchaser conveying to Purchaser marketable fee simple title to the Owned Real Property, free and clear of all liens subject only to Permitted Encumbrances;

At the Closing. (i) If the Company Purchase Price is a positive number, Purchaser shall deliver, or cause Purchaser Bank to deliver, the Purchase Price to Bank, and if the Sellers Purchase Price is a negative number, Bank shall (and Seller shall cause Bank to) deliver the absolute value of the Purchase Price to Purchaser Bank, in either case by wire transfer of immediately available funds. (ii) Seller shall deliver to the Buyer the following certificates, instruments and documentsPurchaser: (A1) an executed counterpart of the Escrow Agreement executed by the Escrow Agent and the Seller Representative; (B) an executed counterpart of the Registration Rights Agreement executed by the applicable Seller; (C) an executed copy of the Executive Employment Agreement executed by ▇▇▇A ▇▇▇▇ ▇▇▇▇▇of sale in substantially the form of Exhibit 2.4(b)(ii)(1), pursuant to which the Personal Property and the Loans shall be transferred to Purchaser Bank; (D2) An assignment and assumption agreement in substantially the Acquired Company Financialsform of Exhibit 2.4(b)(ii)(2), with respect to the Assumed Liabilities; (E3) evidenceLease assignment and assumption agreements in substantially the form of Exhibit 2.4(b)(ii)(3), with respect to each of the Branch Leases; (4) Subject to the provisions of Section 2.8, such consents of landlords as shall be required pursuant to the terms of such Branch Leases or, to the assignment of the Branch Leases to Purchaser Bank in substantially the form of Exhibit 2.4(b)(ii)(4) or to a sublease with substantially the same effect; (5) Subject to the provisions of Section 2.8, such consents as shall be required pursuant to the terms of such Tenant Leases in connection with the assignment thereof to Purchaser Bank; (6) Bank’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches; (7) The Records, including Bank’s files and records related to the Loans, the Loan Documents and the collateral for the Loans; (8) The contracts, agreements, leases and other documentation related to the Acquired Assets and Assumed Liabilities; (9) Cash on Hand; (10) Such other Acquired Assets to be purchased as shall be capable of physical delivery; (11) Instruments to transfer the Owned Real Property in form and substance reasonably satisfactory to Buyer, that (i) the Company has submitted to a vote of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code Purchaser and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s businessSeller; and (G12) such Such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the Closing; (ii) the Buyer shall deliver to the Seller Representative and the Company the following certificates, instruments and documents: (A) an executed counterpart of the Escrow Agreement executed by the Buyer; (B) an executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of Buyer; (C) an executed counterpart of the Executive Employment Agreement executed by the Buyer; and (D) such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization and certificates as to incumbency of officers and the adoption of authorization resolutions) as the Company shall parties determine are reasonably request in connection with necessary to consummate the Closing;transactions contemplated hereby. (iii) Seller and Purchaser Bank shall enter into the Buyer shall deliver to the Seller Representative, for distribution to the Sellers in accordance with the Closing Payment Certificate, either, at the Buyer’s option, (i) certificates representing a number of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal to the Aggregate Closing Consideration, subject to Section 1.5 hereof; and (iv) the Buyer shall deliver to the Escrow Agent a stock certificate representing the Escrow AmountTransition Services Agreement.

At the Closing. (i) the Company and the The Sellers shall deliver to the Buyer Purchasers the following certificates, instruments and documentsfollowing: (A1) an A duly executed counterpart of the Escrow Agreement executed by the Escrow Agent and the Seller Representative; (B) an executed counterpart of the Registration Rights Agreement executed by the applicable Seller; (C) an executed copy of the Executive Employment Agreement executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇of Sale for the Non-Medical Assets; (D2) the Acquired Company FinancialsA duly executed Management Services Termination Agreement; (E3) evidence, A duly executed Termination Agreement; (4) A duly executed General Release in form favor of Purchasers; (5) A duly executed Assignment and substance reasonably satisfactory Assumption of Contracts for the Practice; (6) A duly executed Assignment and Assumption of Leases for the Practice; (7) A duly executed Pledge Agreement; (8) A duly executed Secretary’s Certificate of PainCare and the PainCare Sub certifying as to Buyer, that (i) the Company has submitted to a vote resolutions approved by the Board of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) Directors of each of the Code Sellers to enter into this Settlement Agreement and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of consummate the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s businesshereby; and (G9) such Such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as are required or otherwise reasonably requested by the Purchasers pursuant to incumbency the provisions of officers and this Settlement Agreement or any ancillary document hereto. (ii) The Purchasers shall deliver to the adoption of authorization resolutionsSellers the following: (1) as Buyer shall reasonably request in connection with the The Cash Due At Closing; (ii2) the Buyer shall deliver to the Seller Representative and the Company the following certificates, instruments and documents: (A) an A duly executed counterpart of the Escrow Agreement executed by the BuyerManagement Services Termination Agreement; (B3) an A duly executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of BuyerTermination Agreement; (C4) an A duly executed counterpart General Release in favor of Sellers; (5) A duly executed Assignment and Assumption of Liabilities for the Practice; (6) A duly executed Assignment and Assumption of Contracts for the Practice; (7) A duly executed Assignment and Assumption of Leases for the Practice; (8) A duly executed Pledge Agreement; (9) A duly executed Secretary’s Certificate of the Executive Employment Agreement executed Practice certifying as to the resolutions approved by the BuyerBoard of Directors to enter into this Settlement Agreement and consummate the transactions contemplated hereby; and (D10) such Such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization resolutions, documents and certificates as to incumbency of officers and are required or otherwise reasonably requested by the adoption of authorization resolutions) as the Company shall reasonably request in connection with the Closing; (iii) the Buyer shall deliver Sellers pursuant to the Seller Representative, for distribution to the Sellers in accordance with the Closing Payment Certificate, either, at the Buyer’s option, (i) certificates representing a number provisions of shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal to the Aggregate Closing Consideration, subject to Section 1.5 hereof; and (iv) the Buyer shall deliver to the Escrow Agent a stock certificate representing the Escrow Amountthis Settlement Agreement.