Common use of At the Closing Clause in Contracts

At the Closing. A. Seller shall execute and deliver to Purchaser a copy of the change of status of American Nutritional Exchange, Inc. from an "S" corporation to a "C" corporation. B. Seller shall execute and deliver to Purchaser the 430 Special Common Shares, which shall be delivered to the Purchaser free and clear of any and all defects, liens, encumbrances, charges and equities whatsoever. C. Purchaser shall pay to the Seller the initial installment of the Purchase Price in immediately available funds for the Special Common Shares in accordance with the terms of Section 2 hereof. D. Seller shall deliver to Purchaser copies, certified by the Secretary of Seller, of (i) certificates of good standing in the jurisdiction of the Seller's incorporation and in each other jurisdiction in which the Seller is doing or transacting business, and (ii) the written approval of the Board of Directors of Seller authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. E. Purchaser shall deliver to Seller copies, certified by the Secretary of Purchaser, of (i) certificates of good standing in the jurisdiction of the Purchaser's incorporation and in each other jurisdiction in which the Purchaser is doing or transacting business, and (ii) the written approval of the Board of Directors of Purchaser authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. F. Seller shall deliver to the Purchaser all necessary consents of third parties to the execution and delivery of this Agreement and the consummation of the transactions contemplated.

At the Closing. A. (i) the Buyer shall pay to the Seller the Purchase Price as specified in Section 1.3 by (x) holding as pledgee the certificates evidencing the Shares, Buyer Warrant I and Buyer Warrant II, all registered in the name of the Seller and (y) delivering the Secured Promissory Note, marked canceled; (ii) the Buyer shall execute and deliver to the Seller an instrument of assumption and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (iii) the Buyer shall deliver to the Seller a certificate of the Secretary of State of the State of Delaware as to the legal existence and good standing (including tax) of the Buyer in Delaware; (iv) the Buyer shall deliver to the Seller certificates of the Secretary of the Buyer attesting to the incumbency of the Buyer's officers, respectively, the authenticity of the resolutions authorizing the transactions contemplated by the Agreement, and the authenticity and continuing validity of the charter documents referred to in Section 3.1; (v) the Seller shall execute and deliver to Purchaser the Buyer a copy bill ▇▇ sale and such other instruments of conveyance (such as trademark assignments, assigned certificates or documents of title and stock transfer powers) as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the change Acquired Assets; (vi) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of status the Acquired Assets of American Nutritional Exchangea tangible nature; (vii) the Seller shall deliver to the Buyer all technical data, Inc. from an "S" corporation formulations, product literature and other documentation relating to a "C" corporation.the Seller's business, all in form and substance satisfactory to the Buyer; B. (viii) the Seller shall deliver to the Buyer such contracts, files and other data and documents pertaining to the Acquired Assets or the Seller's business as the Buyer may reasonably request; (ix) the Seller shall deliver to the Buyer copies of the general ledgers and books of account of the Seller, and all federal, state and local income, franchise, property and other tax returns filed by the Seller with respect to the Assets since inception; (x) the Seller shall execute and deliver to Purchaser the 430 Special Common Shares, which shall be delivered Buyer a pledge agreement (the "Pledge Agreement") and such other instruments as the Buyer may reasonably request in order to effect the pledge to the Purchaser free and clear Buyer of any and all defects, liens, encumbrances, charges and equities whatsoever. C. Purchaser shall pay to the Seller the initial installment of the Purchase Price in immediately available funds for the Special Common Shares in accordance with the terms of Section 2 hereof.Securities; D. Seller shall deliver to Purchaser copies, certified by the Secretary of Seller, of (i) certificates of good standing in the jurisdiction of the Seller's incorporation and in each other jurisdiction in which the Seller is doing or transacting business, and (iixi) the written approval of the Board of Directors of Seller authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. E. Purchaser shall deliver to Seller copies, certified by the Secretary of Purchaser, of (i) certificates of good standing in the jurisdiction of the Purchaser's incorporation and in each other jurisdiction in which the Purchaser is doing or transacting business, and (ii) the written approval of the Board of Directors of Purchaser authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. F. Seller shall deliver to the Purchaser all necessary consents Buyer a certificate of third parties the Secretary of State of the State of Delaware as to the execution legal existence and delivery good standing (including tax) of this Agreement the Seller in Delaware; (xii) the Seller shall deliver to the Buyer certificates of the Secretary of the Seller attesting to the incumbency of the Seller's officers, respectively, the authenticity of the resolutions authorizing the transactions contemplated by the Agreement, and the authenticity and continuing validity of the charter documents delivered pursuant to Section 2.1; (xiii) Test▇, ▇▇rw▇▇▇ & ▇hib▇▇▇▇▇, ▇▇P, counsel to the Seller, shall have delivered to the Seller an opinion dated as of May 2, 2001, a copy of which has heretofore been reviewed by the Buyer; (xiv) the Seller and the Buyer shall have agreed upon and attached hereto as EXHIBIT B a form of Sublease of premises (the "Premises") at 125 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (▇▇e "Lincoln Street Lease"); (xv) Beju▇ ▇▇▇▇▇▇, ▇▇m ▇▇▇▇▇▇▇▇▇▇, ▇▇ri▇ ▇▇▇▇▇▇▇, ▇▇ad ▇▇▇▇▇▇, ▇▇se▇▇ ▇▇▇▇▇ ▇▇▇ Matt▇▇▇ ▇▇▇▇ ▇▇▇ll each have entered into employment arrangements satisfactory to the Buyer, containing non-competition and non-solicitation covenants; (xvi) the Seller shall pay to each of its employees who is contractually entitled to a retention bonus upon consummation of the transactions contemplatedcontemplated by the Agreement the respective amount set forth next to his or her name on SCHEDULE 1.4(b)(XVI) or to each such employee a lesser amount in exchange for a full release of any and all claims against the Seller and the Buyer, fully satisfactory in form and substance to the Buyer; (xvii) the Seller shall have paid all required severance benefits, cash for accrued vacation and similar amounts to all of its employees that it has terminated prior to the date hereof, except for Matt▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇ju▇ ▇▇▇▇▇▇, ▇▇nd▇ ▇▇▇▇▇▇ ▇▇▇ Adam ▇▇▇▇▇▇, ▇▇ch of whom shall have executed and delivered to the Seller a full written release of any and all claims that he or she may have against the Seller; and (xviii) the Buyer and the Seller shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above.

At the Closing. A. Seller shall execute and deliver to Purchaser a copy Bill of Sale fully executed and in ▇▇▇ form of Exhibit C attached hereto, conveying, selling, transferring and assigning to Purchaser all of the change of status of American Nutritional Exchange, Inc. from an "S" corporation to a "C" corporation. B. Seller shall execute and deliver to Purchaser the 430 Special Common Shares, which shall be delivered to the Purchaser Assets free and clear of any and all defects, liens, encumbrances, charges and equities whatsoever. Seller shall also provide the written consent of the Landlord and the consent of any party having a security interest on the Seller's assets. B. Seller shall execute or endorse and deliver to Purchaser other duly executed separate instruments of sale, assignment or transfer, including, but not limited to assignments of contract rights or leases in form suitable, where appropriate, for filing or recording with the appropriate office or agency for various items of the Assets or other rights of Seller to be conveyed hereunder, where, in Purchaser's reasonable judgment, the same are necessary or desirable in order to vest or evidence title hereto in Purchaser. C. Purchaser shall pay to the Seller the initial installment of the Purchase Price in immediately available funds for the Special Common Shares Assets in accordance with the terms of Section 2 hereof. D. Seller shall deliver to Purchaser copies, certified by the Secretary of Seller, of (i) certificates of good standing in the jurisdiction of the Seller's incorporation and in each other jurisdiction in which the Seller is doing or transacting business, and (ii) the unanimous written approval consent of the Board of Directors and the stockholders of Seller authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. E. Purchaser shall deliver to Seller copies, certified by the Secretary of Purchaser, of (i) certificates of good standing in the jurisdiction of the Purchaser's incorporation and in each other jurisdiction in which the Purchaser is doing or transacting business, and (ii) the unanimous written approval consent of the Board of Directors and stockholders of Purchaser authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. F. Seller shall deliver to the Purchaser all books and records of the Seller relating to the Seller's Business, the Customers, the Assets and the Assumed Liabilities. G. Seller shall deliver to the Purchaser all necessary consents of third parties to the execution and delivery of this Agreement and the consummation of the transactions contemplatedcontemplated including, without limitation, the written consent of the Landlord for the assignment of the Seller's leasehold obligation at its Business location.

At the Closing. A. Seller shall execute and deliver to Purchaser a copy Bill of Sale fully executed and in the form of Exhibit C attached her▇▇▇, conveying, selling, transferring and assigning to Purchaser all of the change of status of American Nutritional Exchange, Inc. from an "S" corporation to a "C" corporation. B. Seller shall execute and deliver to Purchaser the 430 Special Common Shares, which shall be delivered to the Purchaser Assets free and clear of any and all defects, liens, encumbrances, charges and equities whatsoever. Seller shall also provide the written consent of the Landlord and the consent of any party having a security interest on the Seller's assets. B. Seller shall execute or endorse and deliver to Purchaser other duly executed separate instruments of sale, assignment or transfer, including, but not limited to assignments of contract rights or leases in form suitable, where appropriate, for filing or recording with the appropriate office or agency for various items of the Assets or other rights of Seller to be conveyed hereunder, where, in Purchaser's reasonable judgment, the same are necessary or desirable in order to vest or evidence title hereto in Purchaser. C. Purchaser shall pay to the Seller the initial installment of the Purchase Price in immediately available funds for the Special Common Shares Assets in accordance with the terms of Section 2 hereof. D. Seller shall deliver to Purchaser copies, certified by the Secretary of Seller, Seller of (i) certificates of good standing in the jurisdiction of the Seller's incorporation and in each other jurisdiction in which the Seller is doing or transacting business, and (ii) the unanimous written approval consent of the Board of Directors and the stockholders of Seller authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby hereby; and thereby.(iii) a certification signed by the Company's President and Secretary that there are no liens or encumbrances on any of the assets to be transferred except as set forth in Schedule B. E. Purchaser shall deliver to Seller copies, certified by the Secretary of Purchaser, Purchaser of (i) certificates of good standing in the jurisdiction of the Purchaser's incorporation and in each other jurisdiction in which the Purchaser is doing or transacting business, and (ii) the unanimous written approval consent of the Board of Directors and stockholders of Purchaser authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. F. Seller shall deliver to the Purchaser all books and records of the Seller relating to the Seller's Business, the Customers, the Assets and the Assumed Liabilities. G. Seller shall deliver to the Purchaser all necessary consents of third parties to the execution and delivery of this Agreement and the consummation of the transactions contemplatedcontemplated including, without limitation, the written consent of the Landlord for the assignment of the Seller's leasehold obligation at its Business location.

At the Closing. A. Seller Buyer shall execute have paid and deliver duly executed and delivered (or have caused to Purchaser be paid and duly executed and delivered), as applicable, to Seller: (a) the Closing Cash Payment; (b) a copy certificate from Buyer’s registrar and transfer agent, evidencing the issuance of the change Buyer Common Shares to Seller (or an Affiliate of status of American Nutritional Exchange, Inc. from an "S" corporation to a "C" corporation. B. Seller shall execute and deliver to Purchaser the 430 Special Common Shares, which shall be delivered designated by Seller prior to the Purchaser free Closing) and clear bearing a conspicuous legend stating that the shares have not been registered under the Securities Act or the securities law of any state and all defects, liens, encumbrances, charges and equities whatsoever. C. Purchaser shall pay referring to the Seller the initial installment restrictions on transferability and sale of the Purchase Price in immediately available funds for shares; (c) the Special Common Shares in accordance with Assignment Agreement; (d) a certificate, dated no more than five (5) days prior to the terms Closing Date, from the Secretary of Section 2 hereof.the State of Delaware, as to Buyer’s good standing; D. Seller shall deliver to Purchaser copies(e) a certificate, certified dated as of the Closing Date, signed by the Secretary of Seller, of Buyer (i) certificates of good standing in the jurisdiction certifying that attached thereto is a true and complete copy of the Seller's incorporation resolutions duly and in each validly adopted by the board of directors (or other jurisdiction in which similar governing body) of Buyer approving the Seller is doing or transacting businessexecution, delivery and (ii) the written approval performance of the Board of Directors of Seller authorizing this Agreement and the other agreements Ancillary Agreements and instruments to be delivered pursuant thereto and the consummation of the transactions contemplated hereby and thereby. E. Purchaser shall deliver to , including admission of Seller copiesas a stockholder of Buyer, certified by the Secretary of Purchaser, of (i) certificates of good standing and that such resolutions are in the jurisdiction of the Purchaser's incorporation full force and in each other jurisdiction in which the Purchaser is doing or transacting business, effect and not revoked and (ii) the written approval certifying that attached thereto are true and complete copies of the Board Organizational Documents of Directors of Purchaser authorizing this Agreement Buyer in effect at the Closing; (f) the Contribution Agreement; and (g) such other agreements, documents, instruments and the other agreements and instruments writings as are expressly required to be delivered pursuant thereto and the transactions contemplated hereby and thereby. F. Seller shall deliver by Buyer or its Affiliates on or prior to the Purchaser all necessary consents of third parties Closing Date pursuant to this Agreement or as may be reasonably requested by Seller to carry out the execution intent and delivery purposes of this Agreement and the consummation of the transactions contemplatedAgreement.

At the Closing. A. (i) Seller shall execute and deliver convey to Purchaser a copy all of the change of status of American Nutritional ExchangeTransferred Assets, Inc. from an "S" corporation to a "C" corporation. B. Seller shall execute and deliver to Purchaser the 430 Special Common Shares, which shall be delivered to the Purchaser free and clear of any and all defectsLiens, liens, encumbrances, charges and equities whatsoever. C. Purchaser shall pay to the Seller the initial installment of the Purchase Price in immediately available funds for the Special Common Shares in accordance with the terms of Section 2 hereof. D. Seller furtherance thereof shall deliver to Purchaser copies, certified by the Secretary (x) an Assignment and Bill of Seller, of (i) certificates of good standing Sale in the jurisdiction form of EXHIBIT B attache▇ ▇▇reto, (y) an incumbency certificate, dated the Seller's incorporation Closing Date, with respect to the officers of Seller and in each other jurisdiction in which the Seller is doing or transacting businessParent, and (iiz) the written approval a copy of the Board resolutions of Directors the boards of directors of Seller authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. E. Purchaser shall deliver to Seller copiesParent, duly certified by the Secretary of Purchaser, of (i) certificates of good standing in the jurisdiction their respective Secretaries or Assistant Secretaries as of the Purchaser's incorporation and in each other jurisdiction in which the Purchaser is doing or transacting businessClosing Date, and (ii) the written approval of the Board of Directors of Purchaser authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. F. Seller shall deliver to the Purchaser all necessary consents of third parties to the execution and delivery of this Agreement and the consummation of the transactions contemplatedcontemplated herein, together with such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as Purchaser and its legal counsel shall reasonably request. (ii) Upon such delivery by Seller, Purchaser shall pay the cash portion of the Preliminary Purchase Price (as defined in SECTION 1.9), less the sum of (A) $22,500 plus (B) the amount of the Escrow Fund (as defined in SECTION 1.8(b)(iii)) in accordance with SECTION 1.9 by wire transfer of immediately available funds to a U.S. bank account specified in writing by Seller, and Purchaser shall assume the Assumed Liabilities by delivering to Seller an Assumption Agreement in the form of EXHIBIT C attached hereto. Purchaser shall also deliver to Seller and Parent (x) an incumbency certificate, dated the Closing Date, with 4 respect to the officers of Purchaser and (y) a copy of the resolutions of Purchaser's board of directors, duly certified by the Secretary or Assistant Secretary of Purchaser as of the Closing Date, authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated herein. (iii) Purchaser shall deposit $1,000,000 (the "INITIAL DEPOSIT") with the First Union National Bank ("ESCROW AGENT") to be invested, held and distributed in accordance with that certain Escrow Agreement mutually acceptable to the parties and dated the Closing Date, among Purchaser, Seller and Escrow Agent, in the form of EXHIBIT D attached hereto (such sum, together with all interest thereon and other accretions thereto, the "ESCROW FUND").

At the Closing. A. Seller (i) Purchaser shall execute deliver (A) an amount equal to the Purchase Price minus the sum of the Escrow Amount and the Reserve Fund to Paying Agent and (B) the Escrow Amount and the Reserve Fund to the Escrow Agent to be held in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds; (ii) Sellers shall deliver to Purchaser the stock certificates (or documentation reasonably acceptable to Purchaser in respect of any lost stock certificates) representing the Company Common Stock, duly endorsed (or accompanied by duly executed stock powers); (iii) Those individuals listed on Section 2.5(b)(iii) of the Disclosure Schedule shall submit their resignations as directors and officers of Company and its Subsidiaries, effective as of immediately prior to the Closing; (iv) Sellers’ Representative shall deliver to Purchaser a copy recent good standing certificate regarding Company from the office of the change Secretary of status State of American Nutritional Exchange, Inc. from an "S" corporation to a "C" corporation.Colorado; B. Seller shall execute and deliver to Purchaser the 430 Special Common Shares, which shall be delivered to the Purchaser free and clear of any and all defects, liens, encumbrances, charges and equities whatsoever. C. Purchaser shall pay to the Seller the initial installment of the Purchase Price in immediately available funds for the Special Common Shares in accordance with the terms of Section 2 hereof. D. Seller (v) Sellers’ Representative shall deliver to Purchaser copies, certified by a recent good standing certificate regarding Company Subsidiary from the office of the Secretary of Seller, State of Colorado; (ivi) certificates of good standing in the jurisdiction Sellers’ Representative shall deliver a certificate enclosing a copy of the Seller's incorporation charter and in by-laws of each other jurisdiction in which of Company and Company Subsidiary, requisite resolutions or authority of Sellers’ board of directors, board of managers, shareholder or members, as applicable, approving the Seller is doing or transacting businesstransactions contemplated by this Agreement, and (ii) the written approval a certification as to incumbency of the Board signatories of Directors of Seller authorizing Sellers executing and delivering this Agreement and the other agreements documents contemplated hereby and instruments to be delivered pursuant thereto of Sellers’ Representative; (vii) Purchaser shall deliver a certificate enclosing a copy of the charter and by-laws of Purchaser, copies of requisite resolutions or authority of Purchaser’s board of directors, board of managers, shareholders or members, as applicable, approving the transactions contemplated hereby by this Agreement, and therebya certification as to incumbency of the signatories of Purchaser executing and delivering this Agreement and the documents contemplated hereby; (viii) Sellers shall deliver the certificates required by Sections 7.2(a) and (b); and (ix) Purchaser shall deliver the certificates required by Sections 7.3(a) and (b). E. (x) Purchaser shall deliver to Seller copiesemployees of the Company selected by Purchaser (in its discretion, certified by the Secretary of Purchaser, of (ibut after consultation with ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇) certificates of good standing stock option agreements in the jurisdiction form set forth on Exhibit F annexed hereto evidencing options aggregating to a grant of the Purchaser's incorporation and in each other jurisdiction in which the Purchaser is doing or transacting business, and (ii) the written approval of the Board of Directors 300,000 shares of Purchaser authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and therebycommon stock. F. Seller shall deliver to the Purchaser all necessary consents of third parties to the execution and delivery of this Agreement and the consummation of the transactions contemplated.

At the Closing. A. Seller shall execute and deliver to Purchaser a copy Bill of Sale fully executed and in the form of Exhibit C attached he▇▇▇▇, conveying, selling, transferring and assigning to Purchaser all of the change of status of American Nutritional Exchange, Inc. from an "S" corporation to a "C" corporation. B. Seller shall execute and deliver to Purchaser the 430 Special Common Shares, which shall be delivered to the Purchaser Assets free and clear of any and all defects, liens, encumbrances, charges and equities whatsoever. Seller shall also provide Purchaser with a warranty deed transferring title to the property. B. Seller shall execute or endorse and deliver to Purchaser other duly executed separate instruments of sale, assignment or transfer, including, but not limited to assignments of contract rights or leases in form suitable, where appropriate, for filing or recording with the appropriate office or agency for various items of the Assets or other rights of Seller to be conveyed hereunder, where, in Purchaser's reasonable judgment, the same are necessary or desirable in order to vest or evidence title hereto in Purchaser. C. Purchaser shall pay to the Seller the initial installment of the Purchase Price in immediately available funds for the Special Common Shares Assets in accordance with the terms of Section 2 hereof. D. Seller shall deliver to Purchaser copies, certified by the Secretary of Seller, Seller of (i) certificates of good standing in the jurisdiction of the Seller's incorporation and in each other jurisdiction in which the Seller is doing or transacting business, and (ii) the unanimous written approval consent of the Board of Directors and the stockholders of Seller authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby hereby; and thereby(iii) a certification signed by the Company's President and Secretary that there are no liens or encumbrances on any of the assets to be transferred. E. Purchaser Seller shall deliver to Seller copies, certified by the Secretary of Purchaser, of (i) certificates of good standing in the jurisdiction Purchaser all books and records of the PurchaserSeller relating to the Seller's incorporation and in each other jurisdiction in which Business, the Purchaser is doing or transacting businessCustomers, and (ii) the written approval of the Board of Directors of Purchaser authorizing this Agreement Assets and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and therebyAssumed Liabilities. F. Seller shall deliver to the Purchaser all necessary consents of third parties to the execution and delivery of this Agreement and the consummation of the transactions contemplatedcontemplated including, without limitation, the written consent of the Landlord for the assignment of the Seller's leasehold obligation at its Business location.

At the Closing. A. Seller shall execute and deliver to Purchaser a copy Bill of Sale fully executed and in the form of Exhibit C attached her▇▇▇, conveying, selling, transferring and assigning to Purchaser all of the change of status of American Nutritional Exchange, Inc. from an "S" corporation to a "C" corporation. B. Seller shall execute and deliver to Purchaser the 430 Special Common Shares, which shall be delivered to the Purchaser Assets free and clear of any and all defects, liens, encumbrances, charges and equities whatsoever. Seller shall also provide the written consent of the Landlord and the consent of any party having a security interest on the Seller's assets. B. Seller shall execute or endorse and deliver to Purchaser other duly executed separate instruments of sale, assignment or transfer, including, but not limited to assignments of contract rights or leases in form suitable, where appropriate, for filing or recording with the appropriate office or agency for various items of the Assets or other rights of Seller to be conveyed hereunder, where, in Purchaser's reasonable judgment, the same are necessary or desirable in order to vest or evidence title hereto in Purchaser. C. Purchaser shall pay to the Seller the initial installment of the Purchase Price in immediately available funds for the Special Common Shares Assets in accordance with the terms of Section 2 hereof. D. Seller shall deliver to Purchaser copies, certified by the Secretary of Seller, Seller of (i) certificates of good standing in the jurisdiction of the Seller's incorporation and in each other jurisdiction in which the Seller is doing or transacting business, and (ii) the written approval consent of the Board of Directors and the consent of the majority of the stockholders of Seller authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby hereby; and thereby.(iii) a certification signed by the Company's President and Secretary that there are no liens or encumbrances on any of the assets to be transferred except as set forth in Schedule B. E. Purchaser shall deliver to Seller copies, certified by the Secretary of Purchaser, Purchaser of (i) certificates of good standing in the jurisdiction of the Purchaser's incorporation and in each other jurisdiction in which the Purchaser is doing or transacting business, and (ii) the unanimous written approval consent of the Board of Directors and stockholders of Purchaser authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. F. Seller shall deliver to the Purchaser all books and records of the Seller relating to the Seller's Business, the Customers, the Assets and the Assumed Liabilities. G. Seller shall deliver to the Purchaser all necessary consents of third parties to the execution and delivery of this Agreement and the consummation of the transactions contemplatedcontemplated including, without limitation, the written consent of the Landlord for the assignment of the Seller's leasehold obligation at its Business location.

At the Closing. A. (i) the Purchaser and the Seller shall execute and deliver such bills of sale, endorsements, assignments and other documents as may be reasonably necessary to assign, convey, transfer and deliver to the Purchaser a copy good and valid title to the Purchased Assets free of any Encumbrances (other than Permitted Encumbrances), including the change Bill of status Sale and Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit B (the “Bill of American Nutritional Exchange, Inc. from an "S" corporation to a "C" corporation.Sale and Assumption Agreement”); B. (ii) the Purchaser and the Seller shall execute and deliver to Purchaser certain intellectual property assignment agreements in substantially the 430 Special Common Sharesform attached hereto as Exhibit C-1, which shall be delivered to Exhibit C-2 and Exhibit C-3 (collectively, the Purchaser free and clear of any and all defects, liens, encumbrances, charges and equities whatsoever.“IP Assignment Agreements”); C. Purchaser shall pay to the Seller the initial installment of the Purchase Price in immediately available funds for the Special Common Shares in accordance with the terms of Section 2 hereof. D. Seller shall deliver to Purchaser copies, certified by the Secretary of Seller, of (i) certificates of good standing in the jurisdiction of the Seller's incorporation and in each other jurisdiction in which the Seller is doing or transacting business, and (iiiii) the written approval of the Board of Directors of Seller authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. E. Purchaser shall deliver to Seller copies, certified by the Secretary of Purchaser, of (i) certificates of good standing in the jurisdiction of the Purchaser's incorporation and in each other jurisdiction in which the Purchaser is doing or transacting business, and (ii) the written approval of the Board of Directors of Purchaser authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. F. Seller shall deliver to the Purchaser all necessary consents of third parties Books and Records; (iv) the Seller shall execute and deliver to the execution Purchaser a certificate, in form and delivery substance satisfactory to the Purchaser, dated as of this Agreement the Closing Date, stating that the conditions specified in Sections 5.1 and 5.3(b) have been satisfied (the “Seller Closing Certificate”); (v) the Purchaser shall execute and deliver to the Seller a certificate, in form and substance satisfactory to the Seller, dated as of the Closing Date, stating that the conditions specified in Sections 6.1 and 6.2(b) have been satisfied; (vi) the Seller shall deliver a properly completed and validly executed IRS Form W-9; (vii) the Purchaser and the consummation of Seller shall execute and deliver a manufacturing and supply agreement in substantially the transactions contemplatedform attached hereto as Exhibit D (the “Manufacturing and Supply Agreement”); (viii) the Seattle Landlord Consent shall be in full force and effect; and (ix) the Purchaser and the Seller shall execute and deliver a transition services agreement in substantially the form attached hereto as Exhibit E (the “Transition Services Agreement”).

At the Closing. A. Seller (i) each Stockholder shall execute and deliver to Purchaser a copy the Buyer one or more certificates evidencing all of the change of status of American Nutritional ExchangeOrion Shares owned by such Stockholder, Inc. from an "S" corporation to a "C" corporation.duly endorsed in blank or with stock powers duly executed by such Stockholder; B. Seller (ii) the Buyer shall execute and deliver to Purchaser the 430 Special Common Shares, which shall be delivered to the Purchaser free and clear of any and all defects, liens, encumbrances, charges and equities whatsoever. C. Purchaser shall pay to the Seller the initial installment each Stockholder their portion of the Purchase Price in immediately available funds for the Special Common Shares Closing Payment in accordance with Section 1.2(a); (iii) the terms of Buyer shall place the Escrow Amount in escrow in accordance with Section 2 hereof.1.2(b); D. Seller (iv) Orion shall deliver to Purchaser copies, the Buyer a Good Standing Certificate of Orion from the Secretary of State of the State of Virginia; (v) Orion shall deliver to the Buyer the Certificate of Incorporation of Orion as certified by the Secretary of Seller, State of the State of Virginia; (vi) Orion shall deliver to the Buyer a Certificate of the Secretary of Orion as to (i) certificates of good standing in the jurisdiction of the Seller's incorporation and in each other jurisdiction in which the Seller is doing or transacting businessBy-Laws, and (ii) the written approval resolutions of the Board of Directors of Seller authorizing relating to this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby herein and thereby.(iii) the incumbency of officers; E. Purchaser (vii) Orion shall deliver to Seller copiesthe Buyer the Resignations of all Officers and Directors of Orion; (viii) Orion shall deliver to the Buyer a closing balance sheet as of May 31, 2006 (the “Closing Balance Sheet”); (ix) Orion shall deliver to the Buyer one or more stock certificates issued in the name of Buyer representing all of the outstanding shares of capital stock of Orion; (x) Orion shall deliver to the Buyer each of the Required Consents (as defined in Section 3.3); (xi) Orion and the Principal Stockholders shall deliver to the Buyer a duly executed certificate of the President of Orion and each of the Principal Stockholders dated the Closing Date certifying that warranties and representations made by Orion and the Stockholders herein to the Buyer are true and correct in all material respects on and as of the Closing Date, with the same effect as if such warranties and representations had been made on and as of the Closing Date, and that Orion and each of the Stockholders have performed and complied with all agreements, covenants and conditions on their part required to be performed or complied with on or prior to the Closing Date; (xii) the Buyer shall deliver to Orion a Good Standing Certificate of the Buyer from the Secretary of the State of the State of Maryland; (xiii) the Buyer shall deliver to Orion the Articles of Incorporation of the Buyer as certified by the Secretary of Purchaser, the State of the State of Maryland; (xiv) the Buyer shall deliver to Orion a Certificate of the Secretary of the Buyer as to (i) certificates of good standing in the jurisdiction of the Purchaser's incorporation and in each other jurisdiction in which the Purchaser is doing or transacting businessBy-Laws, and (ii) resolutions of the written approval Executive Committee of the Board of Directors of Purchaser authorizing relating to this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby herein and thereby.(iii) the incumbency of officers; F. Seller (xv) the Buyer shall deliver to the Purchaser all necessary consents Stockholders a duly executed certificate of third parties the Senior Vice President of the Buyer dated the Closing Date certifying that warranties and representations made by the Buyer herein to the execution Stockholders are true and delivery correct in all material respects on and as of this the Closing Date, with the same effect as if such warranties and representations had been made on and as of the Closing Date, and that the Buyer has performed and complied with all agreements, covenants and conditions on its part required to be performed or complied with on or prior to the Closing Date; (xvi) Holland & Knight LLP shall deliver to the Buyer an opinion with respect to the matters set forth in Exhibit C attached hereto, addressed to the Buyer and dated as of the Closing Date; (xvii) the Buyer and the Stockholders’ Representative (as defined below) shall execute and deliver a cross-receipt evidencing the purchase and sale of the Orion Shares referred to above; (xviii) the Buyer and each of the Principal Stockholders shall execute and deliver the Escrow Agreement; (xix) the Buyer and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall execute and deliver an Employment Agreement in the form attached hereto as Exhibit B-1; (xx) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall execute and deliver an Employment Agreement with CygnaCom Solutions, Inc., a Virginia corporation (“CygnaCom”), in the form attached hereto as Exhibit B-2 (the “▇▇▇▇▇▇ Agreement”); (xxi) ▇▇▇▇ ▇▇▇▇▇▇▇ shall execute and deliver an Employment Agreement with CygnaCom in the form attached hereto as Exhibit B-3 (the “▇▇▇▇▇▇▇ Agreement”); and (xxii) the Buyer shall cause CygnaCom to execute and deliver each of the ▇▇▇▇▇▇ Agreement and the consummation of the transactions contemplated▇▇▇▇▇▇▇ Agreement.

At the Closing. A. Seller shall execute and deliver to Purchaser a copy ▇▇▇▇ of Sale fully executed and in the form of Schedule C attached hereto, conveying, selling, transferring and assigning to Purchaser all of the change of status of American Nutritional Exchange, Inc. from an "S" corporation to a "C" corporation. B. Seller shall execute and deliver to Purchaser the 430 Special Common Shares, which shall be delivered to the Purchaser Assets free and clear of any and all defects, liens, encumbrances, charges and equities whatsoever. Seller shall execute or endorse and deliver to Purchaser other duly executed separate instruments of sale, assignment or transfer, including, but not limited to assignments of contract rights or leases, intangibles, in form suitable, where appropriate, for filing or recording with the appropriate office or agency for various items of the Assets or other rights of Seller to be conveyed hereunder, where, in Purchaser's reasonable judgment, the same are necessary or desirable in order to vest or evidence title hereto in Purchaser. C. Purchaser shall pay to the Seller the initial installment of the Purchase Price in immediately available funds for the Special Common Shares in accordance with the terms of Section 2 hereof. D. B. Seller shall deliver to Purchaser copies, certified by the Secretary of Seller, of (i) certificates of good standing in the jurisdiction of the Seller's Sellers' incorporation and in each other jurisdiction in which the Seller is doing or transacting business, and (ii) the unanimous written approval consent of the Seller’s Board of Directors and (iii) the consent of Seller the Company’s stockholders authorizing this the Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. E. C. Purchaser shall deliver to Seller copies, certified by the Secretary of Purchaser, of (i) certificates of good standing in the jurisdiction of the Purchaser's incorporation and in each other jurisdiction in which the Purchaser is doing or transacting business, and (ii) the unanimous written approval consent of the Board of Directors and stockholders of Purchaser authorizing this their Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. F. D. Seller shall deliver to the Purchaser at Closing all original books and records of the Seller relating to the Sellers' Business, including Customers and Sellers' assets, accompanied by a detailed listing fully identifying the Sellers' customers, and a detailed list of Assets as described on Schedule A. E. Seller shall deliver to the Purchaser all necessary consents of third parties to the execution and delivery of this their Agreement and the consummation of the transactions contemplated. The Seller shall specifically provide the requisite domain name transfers to Purchaser.

At the Closing. A. (a) The Seller shall execute cause to be executed and deliver to Purchaser a copy of the change of status of American Nutritional Exchange, Inc. from an "S" corporation to a "C" corporation. B. Seller shall execute and deliver to Purchaser the 430 Special Common Shares, which shall be delivered to the Purchaser free and clear of any and all defects, liens, encumbrances, charges and equities whatsoever. C. Purchaser shall pay to Company the Seller the initial installment of the Purchase Price in immediately available funds for the Special Common Shares in accordance with the terms of Section 2 hereof. D. Seller shall deliver to Purchaser copies, certified by the Secretary of Seller, of following: (i) certificates a Discharge of good standing in Loans evidencing the jurisdiction forgiveness and discharge of all loans and obligations of any kind owing by the Company to Sunrise Financial Group, Inc., an affiliate of the Seller's incorporation and in each other jurisdiction in which the Seller is doing or transacting business, ; and (ii) a Discharge of Promissory Note evidencing the written approval forgiveness and discharge of all sums owing under the Promissory Note dated June 3, 2011, executed by the Company in favor of NLBDIT 2010 Enterprises, LLC, an affiliate of the Board Seller, and of Directors all other loans and obligations of Seller authorizing this Agreement and any kind owing by the other agreements and instruments Company to be delivered pursuant thereto and the transactions contemplated hereby and therebyNLBDIT 2010 Enterprises, LLC. E. Purchaser shall deliver to Seller copies, certified by the Secretary of Purchaser, of (ib) certificates of good standing in the jurisdiction of the Purchaser's incorporation and in each other jurisdiction in which the Purchaser is doing or transacting business, and (ii) the written approval of the Board of Directors of Purchaser authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. F. The Seller shall deliver to the Purchaser all necessary consents of third parties Company a certificate representing the Shares, duly endorsed in form for transfer to the execution Company. (c) The Company shall deliver the aggregate Purchase Price to the Seller pursuant to the wire instructions provided to the Company and the Seller agrees and acknowledges that the delivery of the Purchase Price pursuant to the instructions provided shall constitute delivery of the Purchase Price to the Seller pursuant to this Section 1.3(b). (d) At and at any time after the Closing, the parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement and the consummation of to carry out the transactions contemplatedcontemplated by this Agreement.