Common use of Certain Closing Deliveries Clause in Contracts

Certain Closing Deliveries. (a) At the Closing, on the terms and conditions set forth in this Agreement, the Surviving Pubco shall deliver to the Company: (i) a copy of the Escrow Agreement, duly executed by the Surviving Pubco and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Surviving Pubco and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Surviving Pubco; (iv) a copy of the Exchange Agreement in the form attached hereto as Exhibit G, (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Agreement”), duly executed by the Surviving Pubco; (v) a copy of the Tax Receivable Agreement in the form attached hereto as Exhibit H (the “Tax Receivable Agreement”), duly executed by the Surviving Pubco; (vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I (the “Registration Rights Agreement”), duly executed by the Surviving Pubco; (vii) a copy of the ▇▇▇▇▇▇▇▇ Stockholders Agreement in the form attached hereto as Exhibit J (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “▇▇▇▇▇▇▇▇ Stockholders Agreement”), duly executed by the Surviving Pubco and the Parent Sponsor; (viii) a copy of the Organization Agreement in the form attached hereto as Exhibit K (the “Organization Agreement”), duly executed by the Surviving Pubco; (ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving Pubco; and (x) written confirmation from each of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsor, they will be bound by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent Sponsor. (b) At the Closing, on the terms and conditions set forth in this Agreement, the Company shall deliver to the Surviving Pubco: (i) a copy of the Escrow Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Company Equity Holders; (iv) a copy of the Exchange Agreement, duly executed by the Company and the Company Equity Holders; (v) a copy of the Tax Receivable Agreement, duly executed by the Company Securityholder Representative and the Company Equity Holders; (vi) a copy of the Registration Rights Agreement, duly executed by the Company Equity Holders; (vii) a copy of the Company Sponsor Stockholders Agreement in the form attached hereto as Exhibit M (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Company Sponsor Stockholders Agreement”), duly executed by the Company Sponsor; (viii) a copy of the Founder Stockholders Agreement in the form attached hereto as Exhibit N (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Founder Stockholders Agreement” and, together with the ▇▇▇▇▇▇▇▇ Stockholders Agreement and the Company Sponsor Stockholders Agreement, the “Stockholders Agreements”), duly executed by the applicable Company Equity Holders; (ix) a copy of the Organization Agreement, duly executed by the Company; and (x) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement, duly executed by the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares to be listed on Nasdaq immediately after the Closing, the stockholders party to a Stockholders Agreement will make such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possible. (c) At or prior to the Closing, the Company shall deliver to Parent or the Surviving Pubco, as applicable, good standing certificates (or similar documents applicable for such jurisdictions) for the Company and each of its Subsidiaries certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Authority of its jurisdiction of organization, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions and can be obtained within a reasonable period of time after request.

Certain Closing Deliveries. (a) At the Closing, on the terms parties hereto shall take the following actions: (a) the Sellers shall deliver (or cause to be delivered) to the Buyer (or, at the Buyer’s election, a designee of Buyer): (i) the certificates contemplated in Section 8.2 and conditions set forth Section 8.3; (ii) to the extent not previously delivered to the Buyer, copies of all consents of any Governmental Entity obtained by the Sellers in connection with the transactions contemplated by this Agreement; (iii) an affidavit that each Seller and each of its respective Subsidiaries is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, substantially in the Surviving Pubco form of Exhibit D attached hereto; (iv) an executed and acknowledged incumbency certificate from each Seller certifying the authority of the officers of such Seller or its general partner to execute this Agreement and the other documents delivered by such Seller to the Buyer at Closing; (v) a duly executed counterpart to an assignment and assumption agreement substantially in the form of Exhibit E attached hereto (the “Assignment and Assumption”), transferring to the Buyer all of each Seller’s right, title and interest in, to and under the Assumed Platform Assets; (vi) a duly executed counterpart to a ▇▇▇▇ of sale substantially in the form of Exhibit F attached hereto (the “▇▇▇▇ of Sale”), transferring to the Buyer all of each Seller’s right, title and interest in, to and under the Personal Property (vii) a duly executed counterpart to a lock-up agreement substantially in the form of Exhibit G attached hereto (the “Lock-up Agreement”); (viii) a duly executed counterpart of the Note; (ix) a duly executed counterpart to the joint written instructions to the Escrow Agent, directing the Escrow Agent to disburse the Deposit in accordance with Section 3.2; and (x) such additional certificates, resolutions, instruments and agreements as may be reasonably requested by the Buyer in connection with the transactions contemplated hereby. (b) The Buyer shall deliver to the CompanySellers: (i) a copy wire transfer of each Seller’s allocation of the Escrow AgreementClosing Cash Consideration, duly executed by the Surviving Pubco and the Escrow Agentas set forth on Schedule 2.3(b); (ii) a copy of the Paying certificates contemplated in Section 7.2 and Exchange Agent Agreement, duly executed by the Surviving Pubco and the Paying and Exchange AgentSection 7.3; (iii) a copy to the extent not previously delivered to the Sellers, copies of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed all consents of any Governmental Entity obtained by the Surviving PubcoBuyer in connection with the transactions contemplated by this Agreement; (iv) a copy of the Exchange Agreement in the form attached hereto as Exhibit G, (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Agreement”), duly executed by counterpart to the Surviving PubcoAssignment and Assumption; (v) a copy of the Tax Receivable Agreement in the form attached hereto as Exhibit H (the “Tax Receivable Agreement”), duly executed by counterpart to the Surviving Pubco▇▇▇▇ of Sale; (vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I (the “Registration Rights Agreement”), duly executed by counterpart to the Surviving PubcoLock-up Agreement; (vii) a copy of the ▇▇▇▇▇▇▇▇ Stockholders Agreement in the form attached hereto as Exhibit J (with such changes duly executed counterpart to the terms thereof described in the last sentence of this Section 1.8, the “▇▇▇▇▇▇▇▇ Stockholders Agreement”), duly executed by the Surviving Pubco and the Parent SponsorNote; (viii) a copy an executed and acknowledged incumbency certificate from the Buyer certifying the authority of the Organization officers of the Buyer to execute this Agreement in and the form attached hereto as Exhibit K (the “Organization Agreement”), duly executed other documents delivered by the Surviving PubcoBuyer to the Sellers at Closing; (ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by counterpart to the Surviving Pubcojoint written instructions to the Escrow Agent, directing the Escrow Agent to disburse the Deposit in accordance with Section 3.2; and (x) written confirmation from each of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsorsuch additional certificates, they will resolutions, instruments and agreements as may be bound reasonably requested by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined Sellers in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent Sponsor. (b) At the Closing, on the terms and conditions set forth in this Agreement, the Company shall deliver to the Surviving Pubco: (i) a copy of the Escrow Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Company Equity Holders; (iv) a copy of the Exchange Agreement, duly executed by the Company and the Company Equity Holders; (v) a copy of the Tax Receivable Agreement, duly executed by the Company Securityholder Representative and the Company Equity Holders; (vi) a copy of the Registration Rights Agreement, duly executed by the Company Equity Holders; (vii) a copy of the Company Sponsor Stockholders Agreement in the form attached hereto as Exhibit M (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Company Sponsor Stockholders Agreement”), duly executed by the Company Sponsor; (viii) a copy of the Founder Stockholders Agreement in the form attached hereto as Exhibit N (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Founder Stockholders Agreement” and, together connection with the ▇▇▇▇▇▇▇▇ Stockholders Agreement and the Company Sponsor Stockholders Agreement, the “Stockholders Agreements”), duly executed by the applicable Company Equity Holders; (ix) a copy of the Organization Agreement, duly executed by the Company; and (x) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement, duly executed by the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares to be listed on Nasdaq immediately after the Closing, the stockholders party to a Stockholders Agreement will make such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possibletransactions contemplated hereby. (c) At or prior to the Closing, the Company shall deliver to Parent or the Surviving Pubco, as applicable, good standing certificates (or similar documents applicable for such jurisdictions) for the Company and each of its Subsidiaries certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Authority of its jurisdiction of organization, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions and can be obtained within a reasonable period of time after request.

Certain Closing Deliveries. (a) At the Closing, on the terms and conditions set forth in this Agreement, the Surviving Pubco Seller shall deliver the following to the CompanyPurchaser: (i) a copy the Assignment and Assumption Agreement and ▇▇▇▇ of Sale, duly executed by the Seller; (ii) the Transition Services Agreement, duly executed by the Seller; (iii) certificate(s) (to the extent applicable) evidencing the Transferred Equity Interests, duly endorsed in blank or with stock power(s) in form and substance reasonably satisfactory to the Purchaser and duly executed by the Business Seller or MHS Arizona, as applicable, free and clear of all Liens; (iv) an IRS Form W-9 of the Business Seller, MHS Arizona and any other Person transferring Transferred Assets hereunder, duly executed by the Business Seller, MHS Arizona and such other Person, as applicable; (v) the Escrow Agreement, duly executed by the Surviving Pubco and the Escrow AgentSeller; (iivi) a copy of the Paying and Exchange Agent AgreementCommercial Agreements, duly executed by the Surviving Pubco and the Paying and Exchange Agent; Seller (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Surviving Pubco; (iv) a copy of the Exchange Agreement in the form attached hereto as Exhibit G, (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Agreement”its applicable Subsidiary), duly executed by the Surviving Pubco; (v) a copy of the Tax Receivable Agreement in the form attached hereto as Exhibit H (the “Tax Receivable Agreement”), duly executed by the Surviving Pubco; (vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I (the “Registration Rights Agreement”), duly executed by the Surviving Pubco;; and (vii) a copy of the ▇▇▇▇▇▇▇▇ Stockholders Agreement in the form attached hereto as Exhibit J (with such changes certificate required to the terms thereof described in the last sentence of this be delivered pursuant to Section 1.8, the “▇▇▇▇▇▇▇▇ Stockholders Agreement”5.03(d), duly executed by the Surviving Pubco and the Parent Sponsor; (viii) a copy of the Organization Agreement in the form attached hereto as Exhibit K (the “Organization Agreement”), duly executed by the Surviving Pubco; (ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving Pubco; and (x) written confirmation from each of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsor, they will be bound by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent Sponsor. (b) At the Closing, on the terms and conditions set forth in this Agreement, the Company Purchaser shall deliver the following to the Surviving PubcoSeller: (i) a copy the Assignment and Assumption Agreement and ▇▇▇▇ of Sale, duly executed by the Purchaser; (ii) the Transition Services Agreement, duly executed by the Purchaser; (iii) the Escrow Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders Purchaser and the Escrow Agent; (iiiv) a copy of the Paying and Exchange Agent AgreementCommercial Agreements, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Paying and Exchange Agent; Purchaser (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Company Equity Holders; (iv) a copy of the Exchange Agreement, duly executed by the Company and the Company Equity Holdersor its applicable Subsidiary); (v) a copy of the Tax Receivable Agreement, duly executed by the Company Securityholder Representative and the Company Equity Holders;certificate required to be delivered pursuant to Section 5.02(c); and (vi) a copy of the Registration Rights AgreementClosing Payment, duly executed as specified in the Closing Notice, by wire transfer in immediately available funds, to an account or accounts as directed by the Company Equity Holders; (vii) a copy of the Company Sponsor Stockholders Agreement Seller in the form attached hereto as Exhibit M (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Company Sponsor Stockholders Agreement”), duly executed by the Company Sponsor; (viii) a copy of the Founder Stockholders Agreement in the form attached hereto as Exhibit N (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Founder Stockholders Agreement” and, together with the ▇▇▇▇▇▇▇▇ Stockholders Agreement and the Company Sponsor Stockholders Agreement, the “Stockholders Agreements”), duly executed by the applicable Company Equity Holders; (ix) a copy of the Organization Agreement, duly executed by the Company; and (x) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement, duly executed by the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares to be listed on Nasdaq immediately after the Closing, the stockholders party to a Stockholders Agreement will make such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possibleClosing Notice. (c) At or prior to the Closing, the Company Purchaser shall deliver deposit by wire transfer in immediately available funds to Parent or an account designated by the Surviving Pubco, as applicable, good standing certificates (or similar documents applicable for such jurisdictions) for the Company and each of its Subsidiaries certified as of a date no later than thirty (30) days prior Escrow Agent an amount equal to the Escrow Amount, to be held by the Escrow Agent in a segregated account pursuant to the Escrow Agreement (all funds held in such account from time to time, together with any income and earnings thereon, the “Escrow Funds”), and to be released to the Seller on the fifteen (15) month anniversary of the Closing Date from the proper Governmental Authority of its jurisdiction of organization, in each case (except to the extent that good standing certificates funds have previously been released to the Purchaser or similar documents are generally available then subject to pending unresolved claims by the Purchaser in such jurisdictions and can be obtained within a reasonable period of time after requesteach case pursuant to the Escrow Agreement).

Certain Closing Deliveries. (a) At the Closing, the Company shall deliver to each Purchaser one or more stock certificates representing the number of Shares set forth next to such Purchaser’s name on Exhibit A hereto, each such certificate to be registered in the name of the Purchaser or, if so indicated on the terms and conditions set forth signature page hereto, in this Agreementthe name of a nominee designated by the Purchaser. (b) On or prior to the Closing Date, the Surviving Pubco Company shall deliver to the Purchasers a legal opinion from the Company: (i) a copy of the Escrow Agreement’s Special Counsel, duly executed by the Surviving Pubco ▇▇▇▇▇▇ and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreement▇▇▇▇▇▇, duly executed by the Surviving Pubco and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company AgreementP.A., duly executed by the Surviving Pubco; (iv) a copy of the Exchange Agreement in the form attached hereto as Exhibit GD. (c) At the Closing, (with such changes therein as may be approved by the Company shall deliver to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Agreement”), duly executed by the Surviving Pubco;Purchasers: (v1) a copy of the Tax Receivable Agreement in the form attached hereto as Exhibit H (the “Tax Receivable Agreement”), duly an executed by the Surviving Pubco; (vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I (the “Registration Rights Agreement”), duly executed by the Surviving Pubco; (vii2) a an executed copy of the Merger Agreement; (3) an executed copy of each of the Voting Agreement; (4) an executed copy of the opinion of ▇▇▇▇▇▇▇▇▇ Stockholders Agreement in the form attached hereto & Company, Inc. as Exhibit J (with such changes to the terms thereof described in fairness of the last sentence of this Section 1.8, the “▇▇▇▇▇▇▇▇ Stockholders Agreement”), duly executed by the Surviving Pubco and the Parent Sponsormerger consideration; (viii5) a evidence reasonably satisfactory to counsel to the Purchasers regarding the consummation and sale of the Notes and the Warrants; (6) evidence reasonably satisfactory to counsel to the Purchasers of the Company’s receipt of each of the consents and approvals referred to in Section 2.3 hereof; (7) an executed copy of each of (a) the Organization Voting, Consent, Amendment and Waiver Agreement in with holders of the form attached hereto as Exhibit K Company’s Series M Convertible Preferred Stock, the Company’s Series N Convertible Preferred Stock and the Company’s Series O Convertible Preferred Stock (the “Organization AgreementSeries M, N and O Consent”)) and (b) the Voting, duly executed by the Surviving Pubco; (ix) a copy Consent, Amendment and Waiver Agreement with holders of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L Company’s Series P Convertible Preferred Stock (the “Surviving Pubco Class V Share Subscription and Distribution AgreementSeries P Consent”), duly executed by the Surviving Pubco; and (x) written confirmation from each 8) evidence reasonably satisfactory to counsel to the Purchasers regarding the execution and delivery of the members CD&L Agreements and the consummation of Parent Sponsor agreeing that upon liquidation of Parent Sponsorthe transactions contemplated thereby, they will other than those transactions to be bound consummated after Closing as contemplated by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent SponsorCD&L Agreements. (bd) At Concurrently with the Closing, on the terms execution and conditions set forth in delivery of this Agreement, the Company shall deliver to the Surviving Pubco: (i) Purchasers a copy certificate of the Escrow Agreement, duly executed by the Company Securityholder Representative signed on behalf of the Company Equity Holders by the principal executive officer and by the Escrow Agentchief financial or chief accounting officer of the Company, in their capacities as such, dated the date of this Agreement, to the effect that each of such persons has carefully examined this Agreement and each of the other Transaction Documents, and that: (1) the representations and warranties of the Company in this Agreement and each of the other Transaction Documents are true and correct; (ii2) a copy no stop order suspending the qualification or exemption from qualification of the Paying Shares shall have been issued and Exchange Agent no proceedings for that purpose shall have been commenced or, to the knowledge of the Company, be contemplated; (3) since the date of the most recent financial statements included in the SEC Filings, there has been no material adverse change in the condition, financial or otherwise, business, prospects or results of operation of the Company and the Subsidiaries, taken as a whole; (4) none of the SEC Filings or any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (5) subsequent to the respective dates as of which information is given in the SEC Filings: (A) neither the Company nor any of the Subsidiaries has incurred up to and including the date of this Agreement, duly executed other than in the ordinary course of its business, any material liabilities or obligations, direct or contingent; (B) neither the Company nor any of the Subsidiaries has paid or declared any dividends or other distributions on its capital stock; (C) neither the Company nor any of the Subsidiaries has entered into any material transactions not in the ordinary course of business; (D) there has not been any change in the capital stock (other than securities covered by the Registration Rights Agreement or pursuant to the Company’s stock option plan or stock purchase plan or the exercise of warrants outstanding on such respective dates) or the short-term or long-term debt of the Company Securityholder Representative or any of the Subsidiaries; (E) neither the Company nor any of the Subsidiaries has sustained any material loss or damage to its property or assets, whether or not insured; and (F) there is no litigation which is pending or, to the Company’s knowledge, threatened or contemplated against the Company or any of its Affiliates which would, if decided adversely, have a Material Adverse Effect. (e) Concurrently with the execution and delivery of this Agreement, the Company shall have delivered to the Purchasers a certificate signed on behalf of the Company Equity Holders and by the Paying and Exchange AgentSecretary of the Company, in his capacity as such, dated the date of this Agreement, as to: (1) the absence of any contemplated proceeding for the merger, consolidation, liquidation or dissolution of the Company or any Subsidiary, as the case may be, or the sale of all or substantially all of its assets, other than the transactions contemplated by the CD&L Agreements; (iii2) the due adoption and full force and effect of the By-laws of the Company (with a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Company Equity HoldersBy-laws attached); (iv3) a copy of the Exchange Agreement, duly executed resolutions adopted by the Company and the Company Equity Holders; (v) a copy Board of the Tax Receivable Agreement, duly executed by the Company Securityholder Representative and the Company Equity Holders; (vi) a copy of the Registration Rights Agreement, duly executed by the Company Equity Holders; (vii) a copy Directors of the Company Sponsor Stockholders authorizing the Shares and the consummation of the transactions contemplated by this Agreement in and each of the form attached hereto as Exhibit M other Transaction Documents (with copies of such changes resolutions attached); and (4) the incumbency, authorization and signatures of those officers of the Company signing this Agreement, each of the other Transaction Documents and/or any certificate delivered in connection therewith. (f) On the Closing Date, (i) subject to the terms thereof satisfaction (or waiver by a Purchaser) of the conditions to Closing described in the last sentence Section 2.3 of this Section 1.8Agreement, each Purchaser shall pay to the “Company Sponsor Stockholders Agreement”), duly executed Escrow Agent on or prior to such date the aggregate purchase price for the number of Shares set forth opposite such Purchaser’s name on Exhibit A to this Agreement by wire transfer of immediately available funds in accordance with the wire instructions provided by the Escrow Agent and (ii) the Company Sponsor; shall deliver or cause to be delivered the Shares that such Purchaser is purchasing to the Purchaser (viii) a copy or for the account of the Founder Stockholders Agreement in Purchaser as the form attached hereto as Exhibit N (with such changes Purchaser shall instruct). Prior to the terms thereof described in the last sentence of this Section 1.8Closing, the “Founder Stockholders Agreement” and, together with the ▇▇▇▇▇▇▇▇▇ Stockholders Agreement and the Company Sponsor Stockholders Agreement& Company, Inc., as closing agent (in such capacity, the “Stockholders Agreements”Closing Agent” ), will contact the contact person for each Purchaser listed on Exhibit A hereto to confirm (A) that the Closing is to take place, the wire transfer instructions and the closing mechanics set forth herein and (B) the receipt from the Company of duly executed signature pages (as applicable) to the Transaction Documents. The receipt of funds by the applicable Company Equity Holders; (ix) Escrow Agent from a copy Purchaser shall be deemed to be irrevocable instructions from such Purchaser to the Closing Agent that the conditions to the Closing have been satisfied. In accordance with the foregoing, the Closing Agent shall instruct the Escrow Agent to disburse the funds referred to above by wire transfer of the Organization Agreement, duly executed by immediately available funds in accordance with the Company; and (x) a copy of ’s written wire instructions on the Surviving Pubco Class V Share Subscription and Distribution Agreement, duly executed by Closing Date. Following the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares to be listed on Nasdaq immediately after the ClosingClosing Date, the stockholders party to a Stockholders Agreement will make such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possible. (c) At or prior to the Closing, the Company Closing Agent shall deliver to Parent or the Surviving Pubco, as applicable, good standing certificates (or similar documents applicable for such jurisdictions) for the Company and each of its Subsidiaries certified as of a date no later than thirty (30) days prior Purchaser duly executed signature pages to the Closing Date from Transaction Documents of the proper Governmental Authority of its jurisdiction of organization, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions and can be obtained within a reasonable period of time after requestCompany.

Certain Closing Deliveries. (a) At the Closing, on Sellers shall deliver, or cause to be delivered, to Buyer the terms and conditions set forth in this Agreement, the Surviving Pubco shall deliver to the Companyfollowing: (i) a copy of the Escrow Agreement, substantially in the form attached as Exhibit A hereto, duly executed by the Surviving Pubco Seller Representative and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreementemployment agreements, duly executed by the Surviving Pubco and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Surviving Pubco; (iv) a copy of the Exchange Agreement substantially in the form attached hereto as Exhibit G, B hereto (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange AgreementEmployment Agreements”), duly executed by the Surviving Pubco; (v) a copy of the Tax Receivable Agreement in the form attached hereto as Exhibit H (the “Tax Receivable Agreement”), duly executed by the Surviving Pubco; (vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I (the “Registration Rights Agreement”), duly executed by the Surviving Pubco; (vii) a copy of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Stockholders Agreement and ▇▇▇▇▇ ▇▇▇▇▇; (iii) a lock-up agreement, substantially in the form attached hereto as Exhibit J C hereto (with such changes the “Lock-Up Agreement”), duly executed by Sellers; (iv) an assignment and assumption agreement, substantially in the form attached as Exhibit D hereto (the “Assignment and Assumption Agreement”), duly executed by Sellers; (v) a domain name transfer agreement in the form of Exhibit E hereto (the “Domain Name Transfer Agreement”) and duly executed by Seller, transferring all of Seller's right, title and interest in and to the terms thereof described domain names included in the last sentence Acquired IP to Buyer; (vi) a d/b/a/ assignment agreement, substantially in the form attached as Exhibit F hereto (the “D/B/A Assignment Agreement”), duly executed by Seller; (vii) a properly executed IRS Form W-9 from each Seller; (viii) certificate of the Secretary (or equivalent officer) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the managers or members or governing bodies of each Seller authorizing the execution, delivery and performance of this Section 1.8Agreement and the Other Transaction Agreements, and the “consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ix) a release form from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Stockholders Agreement”), duly executed by the Surviving Pubco and the Parent Sponsor; (viii) a copy of the Organization Agreement in the form attached hereto as Exhibit K (the “Organization Agreement”), duly executed by the Surviving Pubco; (ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving Pubco▇▇▇▇▇ ▇▇▇▇▇; and (x) written confirmation from each such other customary instruments of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsortransfer, they will assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be bound by the provisions of the Parent Sponsor Letter with respect required to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent Sponsorgive effect hereto. (b) At the Closing, on the terms and conditions set forth in this Agreement, the Company Buyer shall deliver to the Surviving PubcoSellers the following: (i) a copy of the Escrow Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Escrow AgentParent; (ii) a copy of the Paying and Exchange Agent Employment Agreements, duly executed by Buyer; (iii) the Lock-Up Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Paying and Exchange Agent;Parent; and (iiiiv) a copy of the Surviving Company Amended Assignment and Restated Limited Liability Company Assumption Agreement, duly executed by the Company Equity HoldersBuyer; (ivv) a copy of the Exchange Domain Name Transfer Agreement, duly executed by the Company and the Company Equity HoldersBuyer; (vvi) a copy of the Tax Receivable D/B/A Assignment Agreement, duly executed by the Company Securityholder Representative and the Company Equity Holders; (vi) a copy of the Registration Rights Agreement, duly executed by the Company Equity HoldersBuyer; (vii) a copy evidence of placement of the Company Sponsor Stockholders Agreement in the form attached hereto as Exhibit M (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Company Sponsor Stockholders Agreement”), duly executed by the Company Sponsor;R&W Insurance Policy; and (viii) a copy certificate of an authorized officer of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the Founder Stockholders Agreement in board of managers authorizing the form attached hereto as Exhibit N (with such changes to the terms thereof described in the last sentence execution, delivery and performance of this Section 1.8, the “Founder Stockholders Agreement” and, together with the ▇▇▇▇▇▇▇▇ Stockholders Agreement and the Company Sponsor Stockholders AgreementOther Transaction Agreements, and the “Stockholders Agreements”), duly executed by the applicable Company Equity Holders; (ix) a copy consummation of the Organization Agreement, duly executed by the Company; and (x) a copy of the Surviving Pubco Class V Share Subscription transactions contemplated hereby and Distribution Agreement, duly executed by the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares to be listed on Nasdaq immediately after the Closing, the stockholders party to a Stockholders Agreement will make such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possiblethereby. (c) At or prior to the Closing, the Company shall deliver to Parent or the Surviving Pubco, as applicable, good standing certificates (or similar documents applicable for such jurisdictions) for the Company and each of its Subsidiaries certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Authority of its jurisdiction of organization, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions and can be obtained within a reasonable period of time after request.

Certain Closing Deliveries. (a) At the Closing, on the terms and conditions set forth in this Agreement, the Surviving Pubco Seller shall deliver the following to the CompanyPurchaser Group: (i) a copy of the Escrow Agreement, duly executed by the Surviving Pubco and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Surviving Pubco and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Surviving Pubco; (iv) a copy of the Exchange Agreement transition services agreement in substantially the form attached hereto as Exhibit G, A (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Transition Services Agreement”), duly executed by Seller; (ii) certificates evidencing the Surviving PubcoNutrition Stock, duly endorsed in blank (or with stock powers in form and substance reasonably satisfactory to Parent, acting in good faith, duly executed by Seller), free and clear of all Liens (except for Liens under applicable securities Laws); (iii) a properly completed and executed IRS Form W-9, establishing that Seller is not a disregarded entity and not a “foreign person” as defined in Section 1445 of the Code; (iv) the certificate required to be delivered pursuant to Section 5.03(d); (v) a copy resignations effective as of the Tax Receivable Agreement in Closing Date of each of the form attached hereto directors and officers of the Nutrition Entities that Purchaser has requested to resign as Exhibit H (of the “Tax Receivable Agreement”)Closing Date, duly executed by the Surviving Pubcosuch individuals; (vi) a copy the certificate of incorporation (or similar organizational documents) of Seller, Nutrition Topco and each Nutrition Subsidiary (certified by the Secretary of State of the Registration Rights Agreement in applicable jurisdiction of incorporation or formation) and a certificate of good standing from the form attached hereto as Exhibit I (applicable jurisdiction of incorporation, each dated within ten Business Days prior to the “Registration Rights Agreement”), duly executed by the Surviving PubcoClosing Date; (vii) a copy of the ▇▇▇▇▇▇▇▇ Stockholders Agreement in Amended and Restated Global Intercompany Note, dated as of the form attached hereto as Exhibit J (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “▇▇▇▇▇▇▇▇ Stockholders Agreement”)Closing Date, duly executed by certain of Seller’s Subsidiaries, in substantially the Surviving Pubco and form set forth in Section 1.06(a)(vii) of the Parent SponsorSeller Disclosure Letter; (viii) a copy certificate of the Organization Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the bylaws of Seller, certifying and attaching all requisite resolutions or actions of the Seller Board approving the execution, delivery and performance of this Agreement in and the form attached hereto as Exhibit K (consummation of the “Organization Agreement”), duly executed by the Surviving Pubco;Transactions; and (ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially documentation described in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving Pubco; and (x) written confirmation from each of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsor, they will be bound by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent SponsorSection 4.17. (b) At the Closing, on the terms and conditions set forth in this Agreement, the Company Purchaser Group shall deliver the following to the Surviving PubcoSeller: (i) a copy of the Escrow Transition Services Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Escrow AgentPurchaser; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Paying and Exchange Agentcertificate required to be delivered pursuant to Section 5.02(c); (iii) a copy the certificates of limited partnership/incorporation of Parent and Purchaser, certified by the Secretary of State of the Surviving Company Amended applicable jurisdiction of Parent’s and Restated Limited Liability Company AgreementPurchaser’s formation or incorporation, duly executed by and a certificate of good standing of Parent and Purchaser in such jurisdictions, each dated within ten Business Days prior to the Company Equity Holders;Closing Date; and (iv) a copy certificates of the Exchange AgreementSecretaries of Parent and Purchaser certifying and attaching all requisite resolutions or actions of Parent’s and Purchaser’s general partner and board of directors, duly executed by respectively, approving the Company execution, delivery and the Company Equity Holders; (v) a copy of the Tax Receivable Agreement, duly executed by the Company Securityholder Representative and the Company Equity Holders; (vi) a copy of the Registration Rights Agreement, duly executed by the Company Equity Holders; (vii) a copy of the Company Sponsor Stockholders Agreement in the form attached hereto as Exhibit M (with such changes to the terms thereof described in the last sentence performance of this Section 1.8, the “Company Sponsor Stockholders Agreement”), duly executed by the Company Sponsor; (viii) a copy of the Founder Stockholders Agreement in the form attached hereto as Exhibit N (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Founder Stockholders Agreement” and, together with the ▇▇▇▇▇▇▇▇ Stockholders Agreement and the Company Sponsor Stockholders Agreement, the “Stockholders Agreements”), duly executed by the applicable Company Equity Holders; (ix) a copy consummation of the Organization Agreement, duly executed by the Company; and (x) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement, duly executed by the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares to be listed on Nasdaq immediately after the Closing, the stockholders party to a Stockholders Agreement will make such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possibleTransactions. (c) At or prior to the Closing, the Company shall deliver to Parent or the Surviving Pubco, as applicable, good standing certificates (or similar documents applicable for such jurisdictions) for the Company and each of its Subsidiaries certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Authority of its jurisdiction of organization, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions and can be obtained within a reasonable period of time after request.

Certain Closing Deliveries. (a) At the Closing, on the terms and conditions set forth in this AgreementSellers, the Surviving Pubco as applicable, shall deliver to Buyers the Companyfollowing: (i) a copy of membership interest transfer power duly executed by each Seller with respect to the Escrow Purchased Interests being transferred by such Seller with respect to the Acquisition; (ii) the Transition Services Agreement, duly executed by the Surviving Pubco Centene Management Company, LLC, a Wisconsin limited liability company (“Centene Management”), and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Surviving Pubco and the Paying and Exchange AgentCHS; (iii) a copy of the Surviving Company Amended IRS Forms W-9, d▇▇▇ completed and Restated Limited Liability Company Agreement, duly executed by the Surviving Pubcoeach Seller and dated as of a recent date; (iv) a copy validly issued certificate, dated as of a recent date, as to each of the Exchange Agreement Acquired Entities’ good standing in the form attached hereto as Exhibit G, (with such changes therein as may be approved by the Company to decrease the frequency jurisdiction of exchange, increase the minimum required amount thereof its organization or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Agreement”), duly executed by the Surviving Pubcoformation; (v) a certificate of each of the Sellers, executed by a duly authorized officer of such Seller, as applicable, certifying as true and correct as of the date of this Agreement and as of the Closing Date: (A) the incumbency and specimen signature of each officer or similar authorized representative of such Entity executing this Agreement or any Other Transaction Agreements on such Entity’s behalf, as applicable, and (B) that attached thereto is a copy of the Tax Receivable resolutions or actions authorizing the transactions contemplated hereby and such Entity’s execution, delivery and performance of the Agreement in the form attached hereto as Exhibit H (the “Tax Receivable Agreement”), duly executed by the Surviving Pubcoand any Other Transaction Agreements to which such Entity is party; (vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I (the “Registration Rights Agreement”certificate contemplated by Section 7.2(d), duly executed by the Surviving Pubco; (vii) a copy of the ▇▇▇▇▇▇▇▇ Stockholders Agreement in the form attached hereto as Exhibit J Escrow Agreement, executed by UAC (with such changes a duplicate electronic copy delivered to the terms thereof described in the last sentence of this Section 1.8, the “▇▇▇▇▇▇▇▇ Stockholders Agreement”Escrow Agent), duly executed by the Surviving Pubco and the Parent Sponsor;; and (viii) a copy copies of the Organization Agreement in the form attached hereto as all consents, authorizations, Orders, approvals, filings, registrations and pre-Closing notices listed on Exhibit K (the “Organization Agreement”), duly executed by the Surviving Pubco; (ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving Pubco; and (x) written confirmation from each of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsor, they will be bound by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent Sponsor.B. (b) At the Closing, on the terms and conditions set forth in this Agreement, the Company Buyers shall deliver to Sellers, as applicable, the Surviving Pubcofollowing: (i) a copy of the Escrow Agreement, duly executed certificate contemplated by the Company Securityholder Representative on behalf of the Company Equity Holders and the Escrow AgentSection 7.4; (ii) a copy of the Paying and Exchange Agent Escrow Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Company Equity Holders; (iv) a copy of the Exchange Agreement, duly executed by the Company and the Company Equity Holders; (v) a copy of the Tax Receivable Agreement, duly executed by the Company Securityholder Representative and the Company Equity Holders; (vi) a copy of the Registration Rights Agreement, duly executed by the Company Equity Holders; (vii) a copy of the Company Sponsor Stockholders Agreement in the form attached hereto as Exhibit M (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Company Sponsor Stockholders Agreement”), duly executed by the Company Sponsor; (viii) a copy of the Founder Stockholders Agreement in the form attached hereto as Exhibit N (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Founder Stockholders Agreement” and, together with the ▇▇A▇▇▇▇▇▇ Stockholders and the Escrow Agent (with a duplicate electronic copy delivered to the Escrow Agent); and (iii) a certificate of each of the Buyers, executed by a duly authorized officer of such Buyer, certifying as true and correct as of the date of this Agreement and as of the Company Sponsor Stockholders AgreementClosing Date: (A) the incumbency and specimen signature of each officer or similar authorized representative of such Buyer executing this Agreement or any Other Transaction Agreements on such Buyer’s behalf, the “Stockholders Agreements”), duly executed by the applicable Company Equity Holders; and (ixB) that attached thereto is a copy of the Organization Agreementresolutions or actions authorizing the transactions contemplated hereby and such B▇▇▇▇’s execution, duly executed by the Company; and (x) a copy delivery and performance of the Surviving Pubco Class V Share Subscription Agreement and Distribution Agreement, duly executed by the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares any Other Transaction Agreements to be listed on Nasdaq immediately after the Closing, the stockholders party to a Stockholders Agreement will make which such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possibleBuyer is party. (c) At or prior to the Closing, the Company shall deliver to Parent or the Surviving Pubco, as applicable, good standing certificates (or similar documents applicable for such jurisdictions) for the Company and each of its Subsidiaries certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Authority of its jurisdiction of organization, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions and can be obtained within a reasonable period of time after request.

Certain Closing Deliveries. (a) At the Closing, on Subject to the terms and conditions set forth in this Agreement, the Surviving Pubco shall parties will make the following deliveries at the Closing: (a) Buyer will deliver each of the payments it is required to deliver under Section 1.03. (b) Buyer will deliver to Seller copies certified by a duly authorized officer of Buyer of all resolutions or consents of the board of directors or managers or other governing body, as applicable, of Buyer approving this Agreement, the other Transaction Documents to which Buyer is a party and the Transactions. (c) Seller will deliver to Buyer a certificate in the form attached hereto as Exhibit B certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code; provided, that the only remedy of Buyer for the failure to provide such certificate will be to withhold from the payments to be made pursuant to this Agreement any required withholding Tax under Section 1445 of the Code. (d) Each of Seller and Buyer will duly execute and deliver to the Company:other, and to the Escrow Agent, the Adjustment Escrow Agreement. (e) Seller will deliver to Buyer evidence of the termination of the arrangements referred to in Section 6.09. (f) Seller will deliver to Buyer a customary payoff letter issued by each holder of Indebtedness set forth on Schedule 6.08, in accordance with Section 6.08. (g) Seller will deliver to Buyer customary written resignations, effective as of the Closing Date, executed by each director and officer of the Company requested in writing by Buyer to execute such written resignations at least ten (10) Business Days prior to the Closing. (h) Seller will deliver to Buyer a properly completed and executed IRS Form W-9 for the Company and Seller. (i) Seller will deliver to Buyer (i) a certified copy of the Escrow Agreementcertificate of incorporation (or similar governing document) of the Company and each Subsidiary and (ii) a certificate of good standing for the Company and each Subsidiary, duly executed in each case, issued not earlier than ten (10) Business Days prior to the Closing Date by the Surviving Pubco secretary of state or similar governing body of its state of incorporation or formation. (j) Seller will deliver to Buyer a certificate of the Secretary of the Company certifying as true, correct and complete: (i) the Escrow Agent; incumbency and specimen signature of each officer of such entity executing this Agreement and/or any other Transaction Document delivered hereunder on behalf of such entity; (ii) a copy of the Paying resolution or consent of the board of directors of the Company and Exchange Agent Seller’s general partner approving, in each case, this Agreement, duly executed by the Surviving Pubco other Transaction Documents to which the Company is or will be at the Closing a party, and the Paying Transactions; and Exchange Agent; (iii) a copy of the Surviving Company Amended Company’s certificate of incorporation and Restated Limited Liability Company Agreement, bylaws in full force and effect immediately prior to the Closing. (k) Seller will deliver to Buyer a duly executed by the Surviving Pubco; (iv) a copy of the Exchange Agreement in the form attached hereto as Exhibit G, (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Agreement”), duly executed by the Surviving Pubco; (v) a copy of the Tax Receivable Agreement in the form attached hereto as Exhibit H (the “Tax Receivable Agreement”), duly executed by the Surviving Pubco; (vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I (the “Registration Rights Agreement”), duly executed by the Surviving Pubco; (vii) a copy of the ▇▇▇▇▇▇▇▇ Stockholders Agreement in the form attached hereto as Exhibit J (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “▇▇▇▇▇▇▇▇ Stockholders Agreement”), duly executed by the Surviving Pubco and the Parent Sponsor; (viii) a copy of the Organization Agreement in the form attached hereto as Exhibit K (the “Organization Agreement”), duly executed by the Surviving Pubco; (ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving Pubco; and (x) written confirmation from each of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsor, they will be bound by the provisions of the Parent Sponsor Letter stock power with respect to any the Shares. (l) Seller will deliver to Buyer the audited consolidated balance sheet as of, and the related statements of income, comprehensive income (which may be presented as a continuous financial statement with the statement of income), stockholders’ equity and cash flows for the fiscal year ended September 30, 2018 of the Sponsor Escrow Shares Company, prepared on a consolidated basis in accordance with GAAP, and otherwise consistent with the basis of preparation for the Audited Financial Statements (other than the level at which results are consolidated); provided that any incremental out-of-pocket fees or expenses relating to the preparation of the statement of comprehensive income and the consolidation of the financial statements at the Company level shall be borne by Buyer. (m) Seller will deliver to Buyer the “Earn-out Statement” (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent SponsorHSM APA). (b) At the Closing, on the terms and conditions set forth in this Agreement, the Company shall deliver to the Surviving Pubco: (i) a copy of the Escrow Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Company Equity Holders; (iv) a copy of the Exchange Agreement, duly executed by the Company and the Company Equity Holders; (v) a copy of the Tax Receivable Agreement, duly executed by the Company Securityholder Representative and the Company Equity Holders; (vi) a copy of the Registration Rights Agreement, duly executed by the Company Equity Holders; (vii) a copy of the Company Sponsor Stockholders Agreement in the form attached hereto as Exhibit M (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Company Sponsor Stockholders Agreement”), duly executed by the Company Sponsor; (viii) a copy of the Founder Stockholders Agreement in the form attached hereto as Exhibit N (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Founder Stockholders Agreement” and, together with the ▇▇▇▇▇▇▇▇ Stockholders Agreement and the Company Sponsor Stockholders Agreement, the “Stockholders Agreements”), duly executed by the applicable Company Equity Holders; (ix) a copy of the Organization Agreement, duly executed by the Company; and (x) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement, duly executed by the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares to be listed on Nasdaq immediately after the Closing, the stockholders party to a Stockholders Agreement will make such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possible. (c) At or prior to the Closing, the Company shall deliver to Parent or the Surviving Pubco, as applicable, good standing certificates (or similar documents applicable for such jurisdictions) for the Company and each of its Subsidiaries certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Authority of its jurisdiction of organization, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions and can be obtained within a reasonable period of time after request.

Certain Closing Deliveries. (a) At the Closing, on the terms and conditions set forth in this Agreement, the Surviving Pubco Parent shall deliver to the Company: (i) a copy of the Escrow Registration Rights and Lock-Up Agreement in the form attached hereto as Exhibit E (the “Registration Rights and Lock-Up Agreement”), duly executed by the Surviving Pubco Parent and the Escrow Agentmembers of the Sponsor Group; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Surviving Pubco and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Surviving Pubco; (iv) a copy of the Exchange Agreement in the form attached hereto as Exhibit G, (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Agreement”), duly executed by the Surviving Pubco; (v) a copy of the Tax Receivable Agreement in the form attached hereto as Exhibit H (the “Tax Receivable Agreement”), duly executed by the Surviving Pubco; (vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I (the “Registration Rights Agreement”), duly executed by the Surviving Pubco; (vii) a copy of the ▇▇▇▇▇▇▇▇ Microvast Holdings Stockholders Agreement in the form attached hereto as Exhibit J F (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “▇▇▇▇▇▇▇▇ Microvast Holdings Stockholders Agreement”), duly executed by Parent and members of the Surviving Pubco and the Parent SponsorSponsor Group; (viiiiii) a copy copies of the Organization Agreement in subscription agreements and promissory notes entered into with each of CDH SPV and HHEIP SPV as contemplated by the form attached hereto as Exhibit K (the “Organization Framework Agreement”), duly executed by the Surviving Pubco; (ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving Pubcoparties thereto; and (xiv) written confirmation from each evidence that Parent has issued to the MPS Investor Subsidiary 17,253,182 shares of Parent Common Stock, which shares represent the MPS Minority Holders’ aggregate pro rata share of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsor, they will be bound by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent SponsorClosing Transaction Consideration. (b) At the Closing, on the terms and conditions set forth in this Agreement, the Company shall deliver to the Surviving PubcoParent: (i) a copy of the Escrow Registration Rights and Lock-Up Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Escrow AgentHolders; (ii) a copy of the Paying and Exchange Agent Microvast Holdings Stockholders Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Paying and Exchange Agentparty thereto; (iii) a copy of the Surviving Company Amended amendment to the Convertible Loan Agreement and Restated Limited Liability Company termination of related agreements pursuant to and in accordance with the Framework Agreement, duly executed by Parent, the Company Equity HoldersCompany, Microvast Power Systems, the lenders under the Convertible Loan Agreement and the other parties thereto; (iv) a copy of the Exchange proxy and waiver contemplated to be entered into by the MPS Minority Holders, duly executed by the parties thereto; (v) a termination of the Company Stockholder Agreement, duly executed by the Company and each of the Company Equity Holders; (v) a copy of the Tax Receivable Agreement, duly executed by the Company Securityholder Representative and the Company Equity HoldersStockholders party thereto; (vi) a copy properly executed certification that shares of Company Capital Stock are not “U.S. real property interests” in accordance with the Treasury Regulations under Sections 897 and 1445 of the Registration Rights AgreementCode, duly executed together with a notice to the IRS (which shall be filed by Parent with the Company Equity Holders;IRS following the Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations; and (vii) a copy of the Company Sponsor Stockholders Agreement a questionnaire, substantially in the form attached hereto as Exhibit M (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Company Sponsor Stockholders Agreement”)G, duly completed and executed by the each Company Sponsor; (viii) a copy of the Founder Stockholders Agreement in the form attached hereto as Exhibit N (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Founder Stockholders Agreement” and, together with the ▇▇▇▇▇▇▇▇ Stockholders Agreement and the Company Sponsor Stockholders Agreement, the “Stockholders Agreements”), duly executed by the applicable Company Equity Holders; (ix) a copy of the Organization Agreement, duly executed by the Company; and (x) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement, duly executed by the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares to be listed on Nasdaq immediately after the Closing, the stockholders party to a Stockholders Agreement will make such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possibleHolder. (c) At or prior to the Closing, the Company shall deliver to Parent or the Surviving Pubco, as applicable, good standing certificates (or similar documents applicable for such jurisdictions) for the Company and each of its Subsidiaries certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Authority of its jurisdiction of organization, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions and can be obtained within a reasonable period of time after request.

Certain Closing Deliveries. (a) a. At the Closing, on the terms and conditions set forth in this Agreement, the Surviving Pubco shall deliver to the Company: (i) a copy of the Escrow Agreement, duly executed by the Surviving Pubco and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Surviving Pubco and the Paying and Exchange Agent; (iiiii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Surviving Pubco; (iviii) a copy of the Exchange Agreement in the form attached hereto as Exhibit G, I (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Agreement”), duly executed by the Surviving Pubco; (viv) a copy of the Tax Receivable Agreement in the form attached hereto as Exhibit H J (the “Tax Receivable Agreement”), duly executed by Surviving Pubco; (v) the Registration Rights Agreement duly executed by Surviving Pubco; (vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I (the “Registration Rights each Executive Employment Agreement”), duly executed countersigned by the Surviving Pubco; (vii) a copy of each of the ▇▇▇▇▇▇▇▇ Stockholders Agreement in the form attached hereto as Exhibit J (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “▇▇▇▇▇▇▇▇ Stockholders Agreement”)Phantom Award Agreements, duly executed by the Surviving Pubco and the Parent Sponsor; (viii) a copy of the Organization Agreement in the form attached hereto as Exhibit K (the “Organization Agreement”), duly executed by the Surviving Pubco; (ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving Pubco; and (xviii) written confirmation from each of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsor, they will be bound by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent Sponsor. (b) b. At the Closing, on the terms and conditions set forth in this Agreement, the Company shall deliver to the Surviving Pubco: (i) a copy of the Escrow Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and listed on the Paying and Exchange Agentsignature page thereto; (iiiii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Company Equity HoldersHolders listed on the signature page thereto; (iviii) a copy of the Exchange Agreement, duly executed by the Company and the Company Equity HoldersHolders listed on the signature page thereto; (viv) a copy of the Tax Receivable Agreement, duly executed by the Company Securityholder Representative and the Company Equity Holders;Holders listed on the signature page thereto. (v) a copy of each Executive Employment Agreement, countersigned by the Executive; and (vi) a copy evidence of the Registration Rights Agreement, duly executed by the Company Equity Holders; (vii) a copy repayment or forgiveness of the Company Sponsor Stockholders Agreement in the form attached hereto as Exhibit M (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Company Sponsor Stockholders Agreement”), duly executed by the Company Sponsor; (viii) a copy of the Founder Stockholders Agreement in the form attached hereto as Exhibit N (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Founder Stockholders Agreement” and, together with the ▇▇▇▇▇▇▇▇ Stockholders Agreement and the Company Sponsor Stockholders Agreement, the “Stockholders Agreements”), duly executed by the applicable Company Equity Holders; (ix) a copy of the Organization Agreement, duly executed by the Company; and (x) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement, duly executed by the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares to be listed on Nasdaq immediately after the Closing, the stockholders party to a Stockholders Agreement will make such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possiblePPP Loan. (c) c. At or prior to the Closing, the Company shall deliver to Parent Parent, Thunder Bridge II or the Surviving Pubco, as applicable, good standing certificates (or similar documents applicable for such jurisdictions) for the Company and each of its Subsidiaries certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Authority of its jurisdiction of organization, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions jurisdictions, if any, and can be obtained within a reasonable period of time after request. d. At or prior to the Closing, Parent shall deliver to the Company the good standing certificate for the Parent, Thunder Bridge II, TBII Merger Sub, ADK Merger Sub, ADK Service Provider Merger Sub and ADK Blocker Merger Sub as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Authority of its jurisdiction of organization.

Certain Closing Deliveries. (a) At the Closing, on the terms and conditions set forth in this Agreement, the Surviving Pubco shall deliver to the Company: (i) a copy of the Escrow Agreement, duly executed by the Surviving Pubco and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Surviving Pubco and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Surviving Pubco; (iv) a copy of the Exchange Agreement in the form attached hereto as Exhibit G, (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Agreement”), duly executed by the Surviving Pubco; (v) a copy of the Tax Receivable Agreement in the form attached hereto as Exhibit H (the “Tax Receivable Agreement”), duly executed by the Surviving Pubco; (vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I (the “Registration Rights Agreement”), duly executed by the Surviving Pubco; (vii) a copy of the ▇▇▇▇▇▇▇▇ Stockholders Agreement in the form attached hereto as Exhibit J (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “▇▇▇▇▇▇▇▇ Stockholders Agreement”), duly executed by the Surviving Pubco and the Parent Sponsor▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; (viii) a copy of the Organization Agreement in the form attached hereto as Exhibit K (the “Organization Agreement”), duly executed by the Surviving Pubco; (ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving Pubco; and; (x) written confirmation from each of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsor, they will be bound by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent Sponsor; and (xi) a copy of the Parent Warrant Amendment duly executed by Parent and the Parent Warrant Agent. (b) At the Closing, on the terms and conditions set forth in this Agreement, the Company shall deliver to the Surviving Pubco: (i) a copy of the Escrow Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Company Equity Holders; (iv) a copy of the Exchange Agreement, duly executed by the Company and the Company Equity Holders; (v) a copy of the Tax Receivable Agreement, duly executed by the Company Securityholder Representative and the Company Equity Holders; (vi) a copy of the Registration Rights Agreement, duly executed by the Company Equity Holders; (vii) a copy of the Company Sponsor Stockholders Agreement in the form attached hereto as Exhibit M (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Company Sponsor Stockholders Agreement”), duly executed by the Company Sponsor; (viii) a copy of the Founder Stockholders Agreement in the form attached hereto as Exhibit N (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Founder Stockholders Agreement” and, together with the ▇▇▇▇▇▇▇▇ Stockholders Agreement and the Company Sponsor Stockholders Agreement, the “Stockholders Agreements”), duly executed by the applicable Company Equity Holders; (ix) a copy of the Organization Agreement, duly executed by the Company; and (x) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement, duly executed by the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares to be listed on Nasdaq immediately after the Closing, the stockholders party to a Stockholders Agreement will make such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possible. (c) At or prior to the Closing, the Company shall deliver to Parent or the Surviving Pubco, as applicable, good standing certificates (or similar documents applicable for such jurisdictions) for the Company and each of its Subsidiaries certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Authority of its jurisdiction of organization, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions and can be obtained within a reasonable period of time after request.

Certain Closing Deliveries. (a) At or prior to the Closing, on the terms and conditions set forth in this Agreement, the Surviving Pubco Sellers shall deliver to the CompanyBuyer Entities the following: (i) a copy of the Escrow Agreementan IRS Form W-9, duly executed by the Surviving Pubco and the Escrow Agent▇▇▇▇▇▇; (ii) a copy transition services agreement in the form of Exhibit A (the Paying and Exchange Agent “Transition Services Agreement”), duly executed by the Surviving Pubco Seller Parent and the Paying and Exchange Agentan Acquired Entity; (iii) a copy software license agreement in the form of Exhibit B (the Surviving Company Amended and Restated Limited Liability Company “Software License Agreement”), duly executed by the Surviving PubcoSeller Parent and an Acquired Entity; (iv) a copy bill of the Exchange Agreement sale and assignment and assumption agreement in the form attached hereto as of Exhibit G, C (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Bill of Sale and Assignment Agreement”), duly executed by the Surviving Pubcoapplicable members of the Seller Group; (v) if any Buyer Parent Shares are issued to Seller Parent hereunder, a copy of the Tax Receivable Agreement registration rights agreement in the form attached hereto as of Exhibit H (the “Tax Receivable Agreement”), duly executed by the Surviving Pubco; (vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I D (the “Registration Rights Agreement”), if applicable, duly executed by the Surviving PubcoSeller Parent; (viivi) a copy of the ▇▇▇▇▇▇▇▇ Stockholders Agreement restrictive covenant agreement in the form attached hereto as of Exhibit J E (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “▇▇▇▇▇▇▇▇ Stockholders Restrictive Covenant Agreement”), duly executed by the Surviving Pubco Seller Parent and the Parent SponsorMHI; (viiivii) if any Buyer Parent Shares are issued to Seller Parent hereunder, a copy of the Organization Agreement lock-up agreement in the form attached hereto as of Exhibit K F (the “Organization Lock-Up Agreement”), duly executed by Seller Parent; (viii) a certificate of the Surviving PubcoSecretary or other authorized officer of each Seller, dated as of the Closing Date, certifying as to the resolutions or actions of such Seller’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of such Seller executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby; (ix) a copy certificate of good standing from such Acquired Entity’s jurisdiction of formation, each dated within ten (10) Business Days prior to the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving PubcoClosing Date; and (x) written confirmation from each of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsorfor any Transferred Equity Interests represented by physical certificates, they will be bound such certificates, duly endorsed in blank or accompanied by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent Sponsortransfer powers duly executed by MHI. (b) At the Closing, on the terms and conditions set forth in this Agreement, the Company shall deliver to the Surviving Pubco: (i) a copy of the Escrow Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Company Equity Holders; (iv) a copy of the Exchange Agreement, duly executed by the Company and the Company Equity Holders; (v) a copy of the Tax Receivable Agreement, duly executed by the Company Securityholder Representative and the Company Equity Holders; (vi) a copy of the Registration Rights Agreement, duly executed by the Company Equity Holders; (vii) a copy of the Company Sponsor Stockholders Agreement in the form attached hereto as Exhibit M (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Company Sponsor Stockholders Agreement”), duly executed by the Company Sponsor; (viii) a copy of the Founder Stockholders Agreement in the form attached hereto as Exhibit N (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Founder Stockholders Agreement” and, together with the ▇▇▇▇▇▇▇▇ Stockholders Agreement and the Company Sponsor Stockholders Agreement, the “Stockholders Agreements”), duly executed by the applicable Company Equity Holders; (ix) a copy of the Organization Agreement, duly executed by the Company; and (x) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement, duly executed by the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares to be listed on Nasdaq immediately after the Closing, the stockholders party to a Stockholders Agreement will make such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possible. (c) At or prior to the Closing, the Company Buyer Entities shall deliver to Sellers the following: (i) the Bill of Sale and Assignment Agreement, duly executed by ▇▇▇▇▇; and (ii) if any Buyer Parent Shares are issued to Seller Parent hereunder, the Registration Rights Agreement and Lock-Up Agreement, duly executed by Buyer Parent. (c) As promptly as practicable after the date hereof, Sellers or their Affiliates shall use reasonable best efforts to obtain approval of the Surviving PubcoContract attached as Exhibit G-1 (the “Florida Company Commercial Agreement Amendment”) by the Office of Insurance Regulation of the State of Florida pursuant to Form D OIR-A1-2117 and Rule 69O-143.047, Florida Administrative Code (the “Form D Approval”). As promptly as applicablepracticable after receipt of a Form D Approval of the Florida Company Commercial Agreement Amendment, good standing certificates (or similar documents applicable for such jurisdictions) for Sellers shall cause the Company and each the applicable Subsidiaries of its Subsidiaries certified as Ultimate Parent to execute and deliver the Florida Company Commercial Agreement Amendment. Receipt of the Form D Approval shall not be a date no later than thirty condition to the Closing. (30d) days Immediately after the Closing, Sellers shall deliver to the Buyer Entities the commercial agreements and commercial agreement amendments in the form of Exhibit G-2 (the “Non-Florida Commercial Agreements” and, together with the Florida Company Commercial Agreement Amendment, the “Commercial Agreements”) and the Florida Company Commercial Agreement Amendment (to the extent it has not been executed prior to the Closing Date from Closing), duly executed by the proper Governmental Authority applicable Subsidiaries of its jurisdiction of organizationUltimate Parent. (e) Immediately after the Closing, in each case the Buyer Entities shall deliver to Sellers the Non-Florida Commercial Agreements and the Florida Company Commercial Agreement Amendment (to the extent that good standing certificates it has not been executed prior to the Closing), duly executed by the Company, Buyer Parent, Buyer or similar documents are generally available in such jurisdictions and can be obtained within a reasonable period the applicable Subsidiary of time after requestBuyer.

Certain Closing Deliveries. (a) At the Closing, on the terms and conditions set forth in this Agreement, the Surviving Pubco Seller shall deliver to Buyer the Companyfollowing: (i) a copy module purchase orders, in the form of Exhibit A and as set forth on Schedule 2.3(a)(i) (the Escrow Agreement“Module Purchase Orders”), duly executed by the Surviving Pubco and the Escrow AgentSeller or one of its Affiliates; (ii) a copy of the Paying an assignment and Exchange Agent Agreementassumption agreement, duly executed by the Surviving Pubco and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Surviving Pubco; (iv) a copy of the Exchange Agreement in the form attached hereto as of Exhibit G, B (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Assignment Agreement”), duly executed by the Surviving PubcoSeller; (viii) a copy of the Tax Receivable Agreement an intellectual property license agreement, in the form attached hereto as of Exhibit H C (the “Tax Receivable IP License Agreement”), duly executed by the Surviving PubcoSeller or one of its Affiliates; (viiv) a copy of the Registration Rights Agreement transition services agreement, in the form attached hereto as of Exhibit I D (the “Registration Rights Transition Services Agreement”), duly executed by the Surviving PubcoSeller or one of its Affiliates; (viiv) a copy of the ▇▇▇▇▇▇▇▇ Stockholders Agreement development services agreement, in the form attached hereto as of Exhibit J E (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “▇▇▇▇▇▇▇▇ Stockholders Development Services Agreement”), duly executed by the Surviving Pubco and the Parent SponsorSeller or one of its Affiliates; (viiivi) a copy of the Organization Agreement in the form attached hereto as Exhibit K (the “Organization Agreement”)an executed certificate issued by Seller, duly executed by the Surviving Pubco; (ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L F, that satisfies the requirements that Seller is not a “foreign person” for purposes of Section 1445 of the Code and Treasury Regulations thereunder; (vii) a certificate of a duly authorized officer of Seller certifying as to the “Surviving Pubco Class V Share Subscription and Distribution Agreement”matters set forth in Section 6.2(c), duly executed by the Surviving Pubco; and (xviii) written confirmation from each duly executed copies of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsor, they will be bound by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent SponsorReorganization Documents. (b) At the Closing, on the terms and conditions set forth in this Agreement, the Company Buyer shall deliver to Seller the Surviving Pubcofollowing: (i) a copy the Module Purchase Orders, duly executed by Buyer or one of its Affiliates, together with any “Down Payment” and “letter of credit” required to be paid or provided on the Escrow “Purchase Order Effective Date” or “Purchase Order Signing Date,” as applicable (as each such term is defined in each Module Purchase Order) as provided in each Module Purchase Order; (ii) the Assignment Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Escrow AgentBuyer; (iiiii) a copy of the Paying and Exchange Agent IP License Agreement, duly executed by the Company Securityholder Representative on behalf Buyer or one of the Company Equity Holders and the Paying and Exchange Agentits Affiliates; (iiiiv) a copy of the Surviving Company Amended and Restated Limited Liability Company Transition Services Agreement, duly executed by the Company Equity HoldersBuyer or one of its Affiliates; (ivv) a copy of the Exchange Development Services Agreement, duly executed by the Company and the Company Equity Holders; (v) a copy Buyer or one of the Tax Receivable Agreement, duly executed by the Company Securityholder Representative and the Company Equity Holders;its Affiliates; and (vi) a copy certificate of the Registration Rights Agreement, a duly executed by the Company Equity Holders; (vii) a copy authorized officer of the Company Sponsor Stockholders Agreement in the form attached hereto Buyer certifying as Exhibit M (with such changes to the terms thereof described matters set forth in the last sentence of this Section 1.8, the “Company Sponsor Stockholders Agreement”6.3(c), duly executed by the Company Sponsor; (viii) a copy of the Founder Stockholders Agreement in the form attached hereto as Exhibit N (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Founder Stockholders Agreement” and, together with the ▇▇▇▇▇▇▇▇ Stockholders Agreement and the Company Sponsor Stockholders Agreement, the “Stockholders Agreements”), duly executed by the applicable Company Equity Holders; (ix) a copy of the Organization Agreement, duly executed by the Company; and (x) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement, duly executed by the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares to be listed on Nasdaq immediately after the Closing, the stockholders party to a Stockholders Agreement will make such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possible. (c) At or prior to the Closing, the Company shall deliver to Parent or the Surviving Pubco, as applicable, good standing certificates (or similar documents applicable for such jurisdictions) for the Company and each of its Subsidiaries certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Authority of its jurisdiction of organization, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions and can be obtained within a reasonable period of time after request.

Certain Closing Deliveries. (a) At the Closing, on the terms and conditions set forth in this Agreement, the Surviving Bakkt Pubco shall deliver to the CompanyBakkt Opco: (i) a copy of the Escrow Surviving Company LLC Agreement, duly executed by the Surviving Pubco and the Escrow AgentBakkt Pubco; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Surviving Pubco and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Surviving Pubco; (iv) a copy of the Exchange Agreement in the form attached hereto as Exhibit G, B (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Agreement”), duly executed by the Surviving Bakkt Pubco; (viii) a copy of the Tax Receivable Agreement in the form attached hereto as Exhibit H C (the “Tax Receivable Agreement”), duly executed by Bakkt Pubco; (iv) a copy of the Surviving Registration Rights Agreement, duly executed by Bakkt Pubco; (v) a copy of the Voting Agreement in the form of Exhibit E (the “Voting Agreement”), duly executed by Bakkt Pubco; (vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I (the “Registration Rights Agreement”), duly executed by the Surviving Pubco; (vii) a copy of the ▇▇▇▇▇▇▇▇ Stockholders Agreement in the form attached hereto as of Exhibit J F (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “▇▇▇▇▇▇▇▇ Stockholders Agreement”), duly executed by the Surviving Bakkt Pubco and the Parent VIH Sponsor; (viii) a copy of the Organization Agreement in the form attached hereto as Exhibit K (the “Organization Agreement”), duly executed by the Surviving Pubco; (ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving Pubco; and (xvii) written confirmation from a certificate, dated as of the Closing Date and duly executed by an authorized officer of Bakkt Pubco, certifying that the conditions set forth in each of the members of Parent Sponsor agreeing that upon liquidation of Parent SponsorSection 7.3(a), they will be bound by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor LetterSection 7.3(b) and Escrow Earnings (as defined in the Parent Sponsor LetterSection 7.3(c) that they might otherwise be entitled to receive upon liquidation of Parent Sponsorhave been satisfied. (b) At the Closing, on the terms and conditions set forth in this Agreement, the Company Bakkt Opco shall deliver to the Surviving Bakkt Pubco: (i) a copy of the Escrow Surviving Company LLC Agreement, duly executed by the Company Securityholder Representative on behalf Requisite Bakkt Equity Holders (which shall include, without limitation, the holders of a majority in interest of the Surviving Company Equity Holders and the Escrow AgentCommon Units (other than Bakkt Pubco)); (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Company Equity Holders; (iv) a copy of the Exchange Agreement, duly executed by the Requisite Bakkt Equity Holders (which shall include, without limitation, the holders of a majority in interest of the Surviving Company and the Company Equity HoldersCommon Units (other than Bakkt Pubco)); (viii) a copy of the Tax Receivable Agreement, duly executed by the Requisite Bakkt Equity Holders (which shall include, without limitation, the holders of a majority in interest of the Surviving Company Securityholder Representative Common Units (other than Bakkt Pubco)); (iv) manager resignation letters, in the form reasonably agreed to by VIH and Bakkt Opco, duly executed by each manager on the Company Board of Managers of Bakkt Opco; (v) a copy of the Voting Agreement, duly executed by the Majority Bakkt Equity HoldersHolder; (vi) a certificate, dated as of the Closing Date and duly executed by an authorized officer of Bakkt Opco, certifying that the conditions set forth in each of Section 7.2(a), Section 7.2(b), and Section 7.2(c) have been satisfied; (vii) a copy of the Stockholders Agreement, duly executed by the Requisite Bakkt Equity Holders (which shall include, without limitation, the holders of a majority in interest of the Surviving Company Common Units (other than Bakkt Pubco)); (viii) a certificate from the Secretary of State of the State of Delaware, dated within ten (10) Business Days prior to the Closing Date, certifying that Bakkt Opco is in good standing; (ix) the PCAOB Financial Statements; and (x) a copy of the Registration Rights Agreement, duly executed by the Company Requisite Bakkt Equity Holders; Holders (vii) a copy of the Company Sponsor Stockholders Agreement in the form attached hereto as Exhibit M (with such changes to the terms thereof described in the last sentence of this Section 1.8which shall include, without limitation, the “Company Sponsor Stockholders Agreement”), duly executed by the Company Sponsor; (viii) holders of a copy of the Founder Stockholders Agreement majority in the form attached hereto as Exhibit N (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Founder Stockholders Agreement” and, together with the ▇▇▇▇▇▇▇▇ Stockholders Agreement and the Company Sponsor Stockholders Agreement, the “Stockholders Agreements”), duly executed by the applicable Company Equity Holders; (ix) a copy of the Organization Agreement, duly executed by the Company; and (x) a copy interest of the Surviving Pubco Class V Share Subscription and Distribution Agreement, duly executed by the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares to be listed on Nasdaq immediately after the Closing, the stockholders party to a Stockholders Agreement will make such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possibleCompany Common Units (other than Bakkt Pubco)). (c) At or prior to the Closing, the Company shall deliver to Parent or the Surviving Pubco, as applicable, good standing certificates (or similar documents applicable for such jurisdictions) for the Company and each of its Subsidiaries certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Authority of its jurisdiction of organization, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions and can be obtained within a reasonable period of time after request.

Certain Closing Deliveries. (a) At Subject to the Closing, on the terms and conditions set forth in this Agreement, at the Surviving Pubco Closing, Buyer shall deliver to make the Companyfollowing payments: (ia) a copy on behalf of the Shareholders and Executives, Buyer shall deposit 5% of the sum of the Preliminary Purchase Price and the amount set forth in item (iv) in Section 2.1 as estimated under Section 2.2 (the "Escrowed Amount") with the Escrow Agent to be held in an escrow account (the "Escrow Account") and released by the Escrow Agent in accordance with the terms and conditions of this Agreement and of the Escrow Agreement, duly executed by the Surviving Pubco and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Surviving Pubco and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Surviving Pubco; (iv) a copy of the Exchange Agreement substantially in the form attached hereto as Exhibit G, B (with the "Escrow Agreement") (subject to such administrative changes therein as may be approved required to be made by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Agreement”Escrow Agent), duly executed by the Surviving Pubco; (v) a copy of the Tax Receivable Agreement in the form attached hereto as Exhibit H (the “Tax Receivable Agreement”), duly executed by the Surviving Pubco; (vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I (the “Registration Rights Agreement”), duly executed by the Surviving Pubco; (vii) a copy of the ▇▇▇▇▇▇▇▇ Stockholders Agreement in the form attached hereto as Exhibit J (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “▇▇▇▇▇▇▇▇ Stockholders Agreement”), duly executed by the Surviving Pubco and the Parent Sponsor; (viii) a copy of the Organization Agreement in the form attached hereto as Exhibit K (the “Organization Agreement”), duly executed by the Surviving Pubco; (ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving Pubco; and (x) written confirmation from each of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsor, they will be bound by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent Sponsor. (b) At on behalf of PFMI and the ClosingCompany, on Buyer shall pay the terms amounts owed by PFMI, the Company and conditions its Subsidiaries pursuant to the Payoff Letters delivered to Buyer pursuant to Section 6.7 as set forth in this Agreementsuch Payoff Letters, which amounts shall represent the Company shall deliver to Closing Indebtedness Amount and the Surviving Pubco:Shareholder Transaction Expenses; (ic) a copy of the Escrow Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and Company, Buyer shall pay the Escrow AgentGrigg Fee; (iid) a copy of the Paying and Exchange Agent Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and Company, Buyer shal▇ ▇▇▇ the Paying and Exchange AgentNon-Compete Payments; (e) on behalf of the Company, Buyer shall pay to Shareholders' Agent on behalf of each Executive such Executive's Executive Bonus Payment, less (i) the amount of any required withholding taxes subject to such payments, (ii) such Executive's Rollover Amount (if any), and (iii) a copy such Executive's pro rata share of 10% of the Surviving Company Amended and Restated Limited Liability Company AgreementEscrowed Amount, duly executed to not more than four accounts which have been designated by the Company Equity Holders; Shareholders' Agent not less than (iv2) a copy of the Exchange Agreement, duly executed by the Company and the Company Equity Holders; (v) a copy of the Tax Receivable Agreement, duly executed by the Company Securityholder Representative and the Company Equity Holders; (vi) a copy of the Registration Rights Agreement, duly executed by the Company Equity Holders; (vii) a copy of the Company Sponsor Stockholders Agreement in the form attached hereto as Exhibit M (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Company Sponsor Stockholders Agreement”), duly executed by the Company Sponsor; (viii) a copy of the Founder Stockholders Agreement in the form attached hereto as Exhibit N (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Founder Stockholders Agreement” and, together with the ▇▇▇▇▇▇▇▇ Stockholders Agreement and the Company Sponsor Stockholders Agreement, the “Stockholders Agreements”), duly executed by the applicable Company Equity Holders; (ix) a copy of the Organization Agreement, duly executed by the Company; and (x) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement, duly executed by the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares to be listed on Nasdaq immediately after the Closing, the stockholders party to a Stockholders Agreement will make such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possible. (c) At or prior to the Closing, the Company shall deliver to Parent or the Surviving Pubco, as applicable, good standing certificates (or similar documents applicable for such jurisdictions) for the Company and each of its Subsidiaries certified as of a date no later than thirty (30) business days prior to the Closing Date from the proper Governmental Authority of its jurisdiction of organization, in each case Date; and (f) Buyer shall pay an amount equal to the extent that good standing certificates or similar documents are generally available in such jurisdictions and can be obtained within a reasonable period Preliminary Purchase Price less 90% of time after requestthe Escrowed Amount to an account which has been designated by the Shareholders' Agent not less than (2) business days prior to the Closing Date.

Certain Closing Deliveries. (a) At the Closing, on the terms and conditions set forth in this Agreement, the Surviving Pubco Holdings shall deliver to Parent and Buyer the Company:following (the “Seller Closing Deliveries”): (i) a copy of the Escrow Assignment Agreement, duly executed by the Surviving Pubco Sellers and the Escrow AgentReal Estate Seller; (ii) a copy of the Paying and Exchange Agent AgreementTSA, duly executed by the Surviving Pubco and the Paying and Exchange AgentHoldings; (iii) a copy resignation, effective as of the Surviving Company Amended and Restated Limited Liability Company AgreementClosing, duly executed by each manager of each Acquired Entity in office as of immediately prior to the Surviving PubcoClosing, if any, in form and substance reasonably acceptable to Parent; (iv) a copy of the Exchange Agreement in the form attached hereto as Exhibit G, (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Agreement”), duly executed by the Surviving PubcoIRS Form W-9 from each Seller and Real Estate Seller; (v) a copy of the Tax Receivable Agreement duly executed certificate from each Seller and Real Estate Seller in accordance with Treasury Regulations Section 1.1445-2(b)(2), in the form attached hereto as of Exhibit H (the “Tax Receivable Agreement”), duly executed by the Surviving PubcoB; (vi) a copy validly issued certificate (dated not more than five (5) Business Days prior to the Closing Date) as to the good standing of the Registration Rights Agreement each Acquired Entity in the form attached hereto as Exhibit I (the “Registration Rights Agreement”)its jurisdiction of incorporation, duly executed by the Surviving Pubcoformation or organization; (vii) if Buyer elects to obtain a copy new title insurance policy for any or all of the ▇▇▇▇▇▇▇▇ Stockholders Agreement in the form attached hereto as Exhibit J (with Owned Real Property and delivers written notice of such changes election to the terms thereof described in the last sentence of this Section 1.8, the “▇▇▇▇▇▇▇▇ Stockholders Agreement”), duly executed by the Surviving Pubco and the Parent Sponsor; (viii) a copy of the Organization Agreement in the form attached hereto as Exhibit K (the “Organization Agreement”), duly executed by the Surviving Pubco; (ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving Pubco; and (x) written confirmation from each of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsor, they will be bound by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent Sponsor. (b) At the Closing, on the terms and conditions set forth in this Agreement, the Company shall deliver to the Surviving Pubco: (i) a copy of the Escrow Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Company Securityholder Representative on behalf of the Company Equity Holders and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Company Equity Holders; (iv) a copy of the Exchange Agreement, duly executed by the Company and the Company Equity Holders; (v) a copy of the Tax Receivable Agreement, duly executed by the Company Securityholder Representative and the Company Equity Holders; (vi) a copy of the Registration Rights Agreement, duly executed by the Company Equity Holders; (vii) a copy of the Company Sponsor Stockholders Agreement in the form attached hereto as Exhibit M (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Company Sponsor Stockholders Agreement”), duly executed by the Company Sponsor; (viii) a copy of the Founder Stockholders Agreement in the form attached hereto as Exhibit N (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Founder Stockholders Agreement” and, together with the ▇▇▇▇▇▇▇▇ Stockholders Agreement and the Company Sponsor Stockholders Agreement, the “Stockholders Agreements”), duly executed by the applicable Company Equity Holders; (ix) a copy of the Organization Agreement, duly executed by the Company; and (x) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement, duly executed by the Company. If required by Nasdaq in order for the Surviving Pubco Class A Shares to be listed on Nasdaq immediately after the Closing, the stockholders party to a Stockholders Agreement will make such changes to such Stockholders Agreements as are required by Nasdaq; provided that in such event the parties to this Agreement will cooperate to ensure that such changes to the Stockholders Agreements preserve the current terms thereof and the relative rights of the parties to the Stockholders Agreement to the maximum extent possible. (c) At or prior to the Closing, the Company shall deliver to Parent or the Surviving Pubco, as applicable, good standing certificates (or similar documents applicable for such jurisdictions) for the Company and each of its Subsidiaries certified as of a date Holdings no later than thirty (30) days prior to Closing, an owner’s affidavit, for each such Owned Real Property, substantially in the Closing Date from form of Exhibit C, duly executed by the proper Governmental Authority applicable Acquired Entity, with such factual disclosures as are relevant for each Owned Real Property, to be delivered to the issuer of its jurisdiction such title insurance policy; (viii) if Buyer elects to obtain a non-imputation endorsement to any existing or new title insurance policy for any or all of organizationthe Owned Real Property and delivers written notice of such election to Holdings no later than thirty (30) days prior to Closing, a non-imputation affidavit for each applicable Acquired Entity, substantially in the form of Exhibit D, duly executed by Holdings or Real Estate Seller, as applicable, to be delivered to the issuer of such endorsement; (ix) an agreement, substantially in the form of Exhibit E (the “Key Persons Agreement”), duly executed by each “Ultimate Seller” indicated therein; (x) a disbursement statement, in form and substance reasonably acceptable to Parent and Holdings, for each case Owned Real Property (collectively, the “Disbursement Statements”), duly executed by Parent and Holdings (on behalf of Sellers and Real Estate Seller), which shall obligate the Title Company to pay (1) out of the portion of the Aggregate Owned Real Property Purchase Price attributable to each such Owned Real Property, the applicable Company Payoff Amount for each such Owned Real Property in accordance with the applicable Company Payoff Letter for such Owned Real Property, if any, and (2) to Sellers (pro rata in accordance with their respective Ownership Percentages) or Real Estate Seller, as applicable, the remaining portion of the Aggregate Owned Real Property Purchase Price after payment of the Company Payoff Amounts pursuant to the extent that good standing certificates or similar documents are generally foregoing clause (1), if applicable, by wire transfer of immediately available funds in such jurisdictions accordance with wiring instructions identified in the Payment Statement; and (xi) a termination agreement, substantially in the form of Exhibit F, for each of the Real Estate Leases identified in Section 2.9(c) of the Seller Disclosure Schedule as “to be terminated”. (b) At the Closing, Parent and can be obtained within a reasonable period of time after requestBuyer shall deliver to Holdings the following (the “Parent Closing Deliveries”): (i) the Assignment Agreement, duly executed by Buyer; and (ii) the TSA, duly executed by Buyer; (iii) the Key Persons Agreement, duly executed by Buyer; and (iv) the Disbursement Statements, duly executed by Buyer.