Common use of Certain Closing Deliveries Clause in Contracts

Certain Closing Deliveries. (a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following: (i) a duly executed and properly completed IRS Form W-9 by Seller; (ii) a stock certificate representing the Purchased Common Stock, and stock power in respect thereof, duly executed in blank by Seller; (iii) written resignations, dated as of the Closing Date, of the directors and officers of the Acquired Entity, as requested by Buyer; (iv) an amendment, in the form attached hereto as Exhibit A, to that certain Health Plan Services Agreement, dated January 1, 2018, as amended, by and between the Acquired Entity and Guarantor (“Health Plan Services Agreement”); (v) from and in respect of each of Seller and the Acquired Entity, a certificate, dated as of the Closing Date and executed by the secretary of the Entity, certifying as to (A) no amendments to the certificate of incorporation of the Entity since the date of certification, (B) the bylaws of the Entity, (C) the resolutions approved by the board of directors of the Entity authorizing the execution, delivery, and performance by the Entity of this Agreement and such other documents and instruments contemplated hereby, and the consummation by the Entity of the transactions contemplated by this Agreement and such other documents and instruments contemplated hereby, and (D) the names and signatures of the officers of the Entity authorized to execute this Agreement and the other documents to be delivered by the Entity under this Agreement; (vi) from and in respect of each of Seller and the Acquired Entity, a certificate of good standing, issued as of a recent date not more than ten (10) Business Days prior to the Closing Date by the Secretary of State of the Entity’s jurisdiction of incorporation; (vii) a certificate, dated as of the Closing Date and executed by an officer of the Acquired Entity, substantially in the form provided for in Treasury Regulations § 1.1445-2(b)(2); (viii) the executed Non-Compete Agreement, substantially in the form attached hereto as Exhibit B; (ix) the documents, consents and agreements identified on Schedule 1.3(a)(ix); (x) the Transition Services Agreement, duly executed by Guarantor; and (xi) such other documents and instruments contemplated hereby to be delivered by Seller prior to or at Closing or as Buyer may reasonably request in order to effect the transactions contemplated by this Agreement, including to vest in Buyer good and valid title to all of the Purchased Common Stock. (b) At the Closing, Buyer shall deliver to Seller the following: (i) a secretary’s certificate in respect of Buyer comparable in form and substance to that to be delivered by Seller and the Acquired Entity; (ii) a certificate of good standing of Buyer, issued as of a recent date not more than ten (10) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware; (iii) the Transition Services Agreement, duly executed by Buyer; and (iv) such documents and instruments contemplated hereby to be delivered by Buyer prior to or at Closing.

Certain Closing Deliveries. Subject to the terms and conditions in this Agreement, the parties will make the following deliveries at or prior to the Closing: (a) At Buyer will deliver each of the Closing, Seller shall payments it is required to deliver or cause under Section 1.06. (b) ▇▇▇▇▇ will deliver to be delivered to each of the Company and the Representative copies certified by a duly authorized officer of Buyer the following: of (i) a duly executed the resolutions or consents of the boards of directors of each of Buyer and properly completed IRS Form W-9 by Seller; ▇▇▇▇▇▇ Sub approving this Agreement and the Merger, and (ii) the unanimous written consent of the sole stockholder of Merger Sub, approving this Agreement and the Merger. (c) The Company will deliver to Buyer and the Representative: (i) duly completed and properly issued IRS Form W-9s from each Stockholder and (B) a stock certificate representing (and accompanying notice) in the Purchased form and substance required by Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) executed by a duly authorized officer of the Company certifying that the Company is not and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code in compliance with Treasury Regulations Section 1.897-2(h). (d) The Company will deliver to Buyer copies of resolutions or consent adopted by (i) the Company’s board of directors and (ii) the holders of 100% of the Company’s outstanding shares of Common Stock, approving this Agreement and stock power in respect thereofthe transactions contemplated hereby, including the Merger, certified by a duly executed in blank by Seller;authorized officer of the Company. (iiie) written resignationsThe Company will deliver to Buyer evidence of the termination of the arrangements referred to in Section 5.02. (f) For each Loan Agreement listed on Schedule 2.02(f), the Company will deliver, to Buyer’s satisfaction, evidence of either (i) the Lender’s consent for the Surviving Corporation to assume the Company’s obligations under the Loan Agreement, or (ii) payoff letters, lien-release letters, and other instruments of discharge from the Lender providing for payment in full of any indebtedness owed to such lender and the release of Liens with respect thereto, if applicable (in each case, in form and substance reasonably acceptable to Buyer). (g) The Company will deliver, to Buyer’s satisfaction, payoff letters, lien-release letters, and other instruments of discharge from ▇▇▇▇▇▇▇ ▇▇▇▇▇ providing for payment in part or in full, as determined by Buyer in its sole discretion, of any indebtedness owed to ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the release of Liens with respect thereto, if applicable (in each case, in form and substance reasonably acceptable to Buyer) and a general release of all claims against the Company and Buyer. The Company’s four loans from ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall remain with the Company after Closing, which will be repaid as follows: (a) $560,000 subordinated PIK debt issued by Buyer at Closing, (b) Buyer paying in full the short-term working capital loan of $250,000 plus interest thereon no later than December 31, 2024, (c) $500,000 of Series B Convertible Preferred Stock of Buyer (convertible preferred) issued on November 1, 2024, (d) the outstanding balance of the remaining loans within one (1) year of Closing and (e) any remaining balance shall be paid by the Company in accordance with the terms of such loans. (h) The Company will deliver, to ▇▇▇▇▇’s satisfaction, evidence of consent from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC, a Delaware limited liability company (“Landlord”), approving the Company’s assignment of that certain Terreno Realty Corporation Industrial Lease, dated as of the Closing Date, of the directors and officers of the Acquired Entity, as requested by Buyer; (iv) an amendment, in the form attached hereto as Exhibit A, to that certain Health Plan Services Agreement, dated January 1August 13, 2018, as amended, by and between the Acquired Entity and Guarantor (“Health Plan Services Agreement”); (v) from and in respect of each of Seller Landlord and the Acquired EntityCompany, a certificateas amended, dated as of the Closing Date and executed by the secretary of the Entity, certifying as to (A) no amendments to the certificate of incorporation of the Entity since the date of certification, (B) the bylaws of the Entity, (C) the resolutions approved by the board of directors of the Entity authorizing the execution, delivery, and performance by the Entity of this Agreement and such other documents and instruments contemplated hereby, and the consummation by the Entity of the transactions contemplated by this Agreement and such other documents and instruments contemplated hereby, and (D) the names and signatures of the officers of the Entity authorized to execute this Agreement and the other documents to be delivered by the Entity under this Agreement; (vi) from and in respect of each of Seller and the Acquired Entity, a certificate of good standing, issued as of a recent date not more than ten (10) Business Days prior to the Closing Date by the Secretary of State of the Entity’s jurisdiction of incorporation; (vii) a certificate, dated as of the Closing Date and executed by an officer of the Acquired Entity, substantially in the form provided for in Treasury Regulations § 1.1445-2(b)(2); (viii) the executed Non-Compete Agreement, substantially in the form attached hereto as Exhibit B; (ix) the documents, consents and agreements identified on Schedule 1.3(a)(ix); (x) the Transition Services Agreement, duly executed by Guarantor; and (xi) such other documents and instruments contemplated hereby to be delivered by Seller prior to or at Closing or as Buyer may reasonably request in order to effect the transactions contemplated by this Agreement, including to vest in Buyer good and valid title to all of the Purchased Common StockBuyer. (b) At the Closing, Buyer shall deliver to Seller the following: (i) a secretary’s certificate in respect of Buyer comparable in form and substance to that to be delivered by Seller and the Acquired Entity; (ii) a certificate of good standing of Buyer, issued as of a recent date not more than ten (10) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware; (iii) the Transition Services Agreement, duly executed by Buyer; and (iv) such documents and instruments contemplated hereby to be delivered by Buyer prior to or at Closing.

Certain Closing Deliveries. Subject to the terms and conditions in this Agreement, the parties will make the following deliveries at the Closing: (a) At Buyer will deliver each of the Closingpayments it is required to deliver under Section 1.06. (b) B▇▇▇▇ will deliver to each of the Company and the Shareholders’ Representative copies certified by a duly authorized officer of Buyer of (i) the resolutions or consents of the boards of directors of each of Buyer and M▇▇▇▇▇ Sub approving this Agreement and the Merger, Seller shall and (ii) the unanimous written consent of Buyer, as the sole Shareholder of Merger Sub, approving this Agreement and the Merger. (c) The Company will deliver or cause to be delivered to Buyer the followingBuyer: (i) a duly executed and properly completed IRS Form W-9 by Seller; (ii) a stock certificate representing the Purchased Common Stock, and stock power in respect thereof, duly executed in blank by Seller; (iii) written resignations, dated as of the Closing Date, of the directors and officers of the Acquired Entity, as requested by Buyer; (iv) an amendment, in the form attached hereto as Exhibit A, to that certain Health Plan Services Agreement, dated January 1, 2018, as amended, by and between the Acquired Entity and Guarantor (“Health Plan Services Agreement”); (v) from and in respect of each of Seller and the Acquired Entity, a certificate, dated as of the Closing Date and duly executed by the secretary Secretary (or equivalent officer) of the EntityCompany, given by him or her on behalf of the Company, certifying as to (A) no amendments to the certificate of incorporation an attached copy of the Entity since Company Charter Documents and stating that the date of certificationsame has not been amended, modified, revoked or rescinded, and (B) the bylaws an attached copy of the Entity, (C) the resolutions approved by of each of the board of directors and the Shareholders of the Entity authorizing Company adopting this Agreement and approving the execution, delivery, delivery and performance by the Entity of this Agreement and such other documents and instruments contemplated herebyof, and the consummation by the Entity of the transactions contemplated by by, this Agreement and stating that such other documents and instruments contemplated herebyresolutions have not been amended, and (D) the names and signatures of the officers of the Entity authorized to execute this Agreement and the other documents to be delivered by the Entity under this Agreementmodified, revoked or rescinded; (viii) from and in respect of each of Seller and the Acquired Entity, a certificate from the Arizona Corporation Commission as to the good standing of good standing, issued the Company as of a recent date not more than ten (10) Business Days prior to the Closing Date Date; (iii) a certificate in compliance with Treasury Regulations Section 1.1445-2(c), certifying that no interests in the Company are U.S. real property interests within the meaning of Section 897 of the Code and the Treasury Regulations, together with an accompanying notice in compliance with Treasury Regulations Section 1.897-2(h)(2); (iv) the Company’s stock transfer books and ledger; provided, that the parties hereto acknowledge and agree that delivery of such stock transfer books and ledger shall be satisfied by the Secretary Company making such stock transfer books and ledger available to Buyer at the Company’s principal place of State business; (v) the Payoff Letters and all instruments and documents necessary to release any and all Liens securing Indebtedness of the Entity’s jurisdiction Company and its Subsidiaries, including any necessary UCC termination statements or other releases; (vi) the consents from third parties set forth on Section 2.02(c)(vi) of incorporationthe Company Disclosure Schedule; (vii) a certificate, dated resignation letters as officers and directors duly executed by the persons set forth on Section 2.02(c)(vii) of the Closing Date and executed by an officer of the Acquired Entity, substantially in the form provided for in Treasury Regulations § 1.1445-2(b)(2)Company Disclosure Schedule; (viii) the executed Non-Compete Estimated Closing Statement in accordance with Section 1.05; (ix) proof of termination of the Company Incentive Plans; (x) proof the Company (a) ceased contributions to, and adopted written resolutions (or take other necessary and appropriate action(s)) to terminate the Company’s 401(k) retirement plan (the “401(k) Plan”) in compliance with the requirements of applicable Law, no later than the day immediately before the Closing Date (the “401(k) Termination Date”), (b) made all employee and employer contributions to the 401(k) Plan on behalf of all participants for all periods of service prior to the 401(k) Termination Date, and (c) fully vested all participants under the 401(k) Plan, such termination, cessation of contributions and vesting to be effective no later than the 401(k) Termination Date; and (xi) an amendment to that certain A▇▇▇▇▇▇ and Restated Management Services Agreement, substantially dated as of December 31, 2019, by and between the Company and Entrepix Medical, LLC (the “Medical MSA”), in the form attached hereto as Exhibit B;E. (ixd) Each of Buyer and the documentsShareholders’ Representative will duly execute and deliver to the other, consents and agreements identified on Schedule 1.3(a)(ix); (x) to the Transition Services Escrow Agent, the Escrow Agreement, duly executed by Guarantor; and (xi) such other documents and instruments contemplated hereby to be delivered by Seller prior to or at Closing or as Buyer may reasonably request in order to effect the transactions contemplated by this Agreement, including to vest in Buyer good and valid title to all of the Purchased Common Stock. (be) At Each of Buyer and the Closing, Buyer shall Shareholders’ Representative will duly execute and deliver to Seller the following: (i) a secretary’s certificate in respect of Buyer comparable in form other, and substance to that to be delivered by Seller and the Acquired Entity; (ii) a certificate of good standing of Buyer, issued as of a recent date not more than ten (10) Business Days prior to the Closing Date by Paying Agent, the Secretary of State of the State of Delaware; (iii) the Transition Services Paying Agent Agreement, duly executed by Buyer; and (iv) such documents and instruments contemplated hereby to be delivered by Buyer prior to or at Closing.

Certain Closing Deliveries. Subject to the terms and conditions in this Agreement, the parties will make the following deliveries at or prior to the Closing: (a) At Buyer will deliver each of the Closingpayments it is required to deliver under Section 1.06. (b) Buyer will deliver to each of the Company and the Representative copies certified by a duly authorized officer of Buyer of (i) the resolutions or consents of the boards of directors of each of Buyer and Merger Sub approving this Agreement and the Merger, Seller shall and (ii) the unanimous written consent of Buyer, as the sole stockholder of Merger Sub, approving this Agreement and the Merger. (c) The Company will deliver or cause to be delivered to Buyer and the following: Representative: (i) a copy of the resolution or consent of the Company’s board of directors approving this Agreement and the Merger duly executed certified by a duly authorized officer of the Company, and properly completed IRS Form W-9 by Seller; (ii) a stock certificate representing the Purchased Common Stock, and stock power in respect thereof, duly executed in blank by Seller; (iii) written resignations, dated as of the Closing Date, of the directors and officers of the Acquired Entity, as requested by Buyer; (iv) an amendment, in the form attached hereto as Exhibit A, to and required by Treasury Regulations Section 1.897-2(h) executed by a duly authorized officer of the Company certifying that certain Health Plan Services Agreement, dated January 1, 2018, as amended, by the Company is not and between the Acquired Entity and Guarantor (“Health Plan Services Agreement”has not been a United States real property holding corporation in compliance with Treasury Regulations Section 1.897-2(h);. (vd) from Each of the Company, the Representative and Buyer will duly execute and deliver to the other, and to the Escrow Agent, the Escrow Agreement. (e) Each of the Company, Buyer and Representative will duly execute and deliver to the other, and to the Paying Agent, the Paying Agent Agreement. (f) The Company will deliver to Buyer evidence of the termination of the arrangements referred to in respect of each of Seller and the Acquired Entity, a certificate, dated Section 9.05. (g) The Company will deliver to Buyer resignations effective as of the Closing Date of each director and executed by the secretary of the Entity, certifying as to (A) no amendments to the certificate of incorporation of the Entity since the date of certification, (B) the bylaws of the Entity, (C) the resolutions approved by the board of directors of the Entity authorizing the execution, delivery, and performance by the Entity of this Agreement and such other documents and instruments contemplated hereby, and the consummation by the Entity of the transactions contemplated by this Agreement and such other documents and instruments contemplated hereby, and (D) the names and signatures of the officers of the Entity authorized to execute this Agreement and the other documents to be delivered by the Entity under this Agreement; (vi) from and in respect officer of each of Seller the Company and the Acquired Entityits Subsidiaries, a certificate of good standing, issued as of a recent date not more than ten Buyer may have requested in writing at least three (103) Business Days prior to the Closing Date by Date. (h) The Company will deliver to Buyer the Secretary of State of the Entity’s jurisdiction of incorporationMerger Consideration Allocation Schedule in accordance with Section 1.10; (viii) a certificate, dated The Company will deliver to Buyer executed Payoff Letters as of the Closing Date and executed contemplated by an officer of the Acquired Entity, substantially in the form provided for in Treasury Regulations § 1.1445-2(b)(2); (viii) the executed Non-Compete Agreement, substantially in the form attached hereto as Exhibit B; (ix) the documents, consents and agreements identified on Schedule 1.3(a)(ix); (x) the Transition Services Agreement, duly executed by GuarantorSection 5.08; and (xij) such Such other documents documents, instruments and instruments contemplated hereby to be delivered by Seller prior to or at Closing or agreements as Buyer may or Company reasonably request in order to effect requests for the purpose of consummating the transactions contemplated by this Agreement, including to vest in Buyer good and valid title to all of the Purchased Common Stock. (b) At the Closing, Buyer shall deliver to Seller the following: (i) a secretary’s certificate in respect of Buyer comparable in form and substance to that to be delivered by Seller and the Acquired Entity; (ii) a certificate of good standing of Buyer, issued as of a recent date not more than ten (10) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware; (iii) the Transition Services Agreement, duly executed by Buyer; and (iv) such documents and instruments contemplated hereby to be delivered by Buyer prior to or at Closing.

Certain Closing Deliveries. Subject to the terms and conditions in this Agreement, the parties will make the following deliveries at the Closing: (a) At the Closing, Seller shall Buyer will deliver or cause to be delivered to Buyer the following: (i) a duly executed and properly completed IRS Form W-9 by Seller; (ii) a stock certificate representing the Purchased Common Stock, and stock power in respect thereof, duly executed in blank by Seller; (iii) written resignations, dated as each of the Closing Date, of the directors and officers of the Acquired Entity, as requested by Buyer; (iv) an amendment, in the form attached hereto as Exhibit A, payments it is required to that certain Health Plan Services Agreement, dated January 1, 2018, as amended, by and between the Acquired Entity and Guarantor (“Health Plan Services Agreement”); (v) from and in respect of each of Seller and the Acquired Entity, a certificate, dated as of the Closing Date and executed by the secretary of the Entity, certifying as to (A) no amendments to the certificate of incorporation of the Entity since the date of certification, (B) the bylaws of the Entity, (C) the resolutions approved by the board of directors of the Entity authorizing the execution, delivery, and performance by the Entity of this Agreement and such other documents and instruments contemplated hereby, and the consummation by the Entity of the transactions contemplated by this Agreement and such other documents and instruments contemplated hereby, and (D) the names and signatures of the officers of the Entity authorized to execute this Agreement and the other documents to be delivered by the Entity deliver under this Agreement; (vi) from and in respect of each of Seller and the Acquired Entity, a certificate of good standing, issued as of a recent date not more than ten (10) Business Days prior to the Closing Date by the Secretary of State of the Entity’s jurisdiction of incorporation; (vii) a certificate, dated as of the Closing Date and executed by an officer of the Acquired Entity, substantially in the form provided for in Treasury Regulations § 1.1445-2(b)(2); (viii) the executed Non-Compete Agreement, substantially in the form attached hereto as Exhibit B; (ix) the documents, consents and agreements identified on Schedule 1.3(a)(ix); (x) the Transition Services Agreement, duly executed by Guarantor; and (xi) such other documents and instruments contemplated hereby to be delivered by Seller prior to or at Closing or as Buyer may reasonably request in order to effect the transactions contemplated by this Agreement, including to vest in Buyer good and valid title to all of the Purchased Common StockSection 1.06. (b) At the Closing, Buyer shall will deliver to Seller each of the following:Company and the Representative copies certified by a duly authorized officer of Buyer of (i) the resolutions or consents of the boards of directors of each of Buyer and Merger Sub approving this Agreement, the Merger and the Transactions, and (ii) the unanimous written consent of the sole stockholder of Merger Sub approving this Agreement and the Merger. (c) The Company will deliver to Buyer and the Representative (i) a secretarycopy of the resolution or consent of the Company’s certificate in respect board of Buyer comparable in form and substance to that to be delivered by Seller directors approving this Agreement, the Merger and the Acquired Entity; Transactions duly certified by a duly authorized officer of the Company, (ii) a certificate in the form and required by Treasury Regulations Section 1.897-2(h) executed by a duly authorized officer of the Company certifying that the Company is not and has not been a United States real property holding corporation in compliance with Treasury Regulations Section 1.897-2(h) and (iii) a good standing of Buyer, issued as of a recent date not more than ten (10) Business Days prior to certificate for the Closing Date by Company from the Secretary of State of the State of Delaware;Delaware dated as of a date not earlier than five (5) Business Days prior to the Closing Date. (iiid) The Company will deliver to each of Buyer and the Transition Services AgreementRepresentative the resignation letters referred to in Section 1.03(f), duly executed by Buyer; andthe resigning Persons. (ive) such documents Each of the Company, the Representative and instruments contemplated hereby Buyer will duly execute and deliver to be delivered by the other, and to the Escrow Agent, the Escrow Agreement. (f) Each of the Company, Buyer prior and Representative will duly execute and deliver to or at Closingthe other, and to the Paying Agent, the Paying Agent Agreement. (g) The Company will deliver to Buyer evidence of the termination of the arrangements referred to in Section 9.05.

Certain Closing Deliveries. Subject to the terms and conditions in this Agreement, the Parties will make the following deliveries at the Closing: (a) At the Closing, Seller shall Buyer will deliver or cause to be delivered to Buyer the following: (i) a duly executed and properly completed IRS Form W-9 by Seller; (ii) a stock certificate representing the Purchased Common Stock, and stock power in respect thereof, duly executed in blank by Seller; (iii) written resignations, dated as each of the Closing Date, of the directors and officers of the Acquired Entity, as requested by Buyer; (iv) an amendment, in the form attached hereto as Exhibit A, payments it is required to that certain Health Plan Services Agreement, dated January 1, 2018, as amended, by and between the Acquired Entity and Guarantor (“Health Plan Services Agreement”); (v) from and in respect of each of Seller and the Acquired Entity, a certificate, dated as of the Closing Date and executed by the secretary of the Entity, certifying as to (A) no amendments to the certificate of incorporation of the Entity since the date of certification, (B) the bylaws of the Entity, (C) the resolutions approved by the board of directors of the Entity authorizing the execution, delivery, and performance by the Entity of this Agreement and such other documents and instruments contemplated hereby, and the consummation by the Entity of the transactions contemplated by this Agreement and such other documents and instruments contemplated hereby, and (D) the names and signatures of the officers of the Entity authorized to execute this Agreement and the other documents to be delivered by the Entity deliver under this Agreement; (vi) from and in respect of each of Seller and the Acquired Entity, a certificate of good standing, issued as of a recent date not more than ten (10) Business Days prior to the Closing Date by the Secretary of State of the Entity’s jurisdiction of incorporation; (vii) a certificate, dated as of the Closing Date and executed by an officer of the Acquired Entity, substantially in the form provided for in Treasury Regulations § 1.1445-2(b)(2); (viii) the executed Non-Compete Agreement, substantially in the form attached hereto as Exhibit B; (ix) the documents, consents and agreements identified on Schedule 1.3(a)(ix); (x) the Transition Services Agreement, duly executed by Guarantor; and (xi) such other documents and instruments contemplated hereby to be delivered by Seller prior to or at Closing or as Buyer may reasonably request in order to effect the transactions contemplated by this Agreement, including to vest in Buyer good and valid title to all of the Purchased Common StockSection 1.06. (b) At the Closing, Buyer shall will deliver to Seller each of the following:Company and the Representative copies certified by a duly authorized officer of Buyer of (i) the resolutions or consents of the boards of directors of each of Buyer and Merger Sub approving this Agreement and the Merger, and (ii) the unanimous written consent of Buyer, as the sole stockholder of Merger Sub, approving this Agreement and the Merger. (c) The Company will deliver to Buyer and the Representative: (i) a secretarycopy of the resolution or consent of the Company’s certificate in respect board of Buyer comparable in form and substance to that to be delivered by Seller directors approving this Agreement and the Acquired Entity; Merger certified by a duly authorized officer of the Company and (ii) a certificate in the form required by Treasury Regulations Section 1.897‑2(h) executed by a duly authorized officer of good standing the Company certifying that the Company is not and has not been a “United States real property holding corporation” within the meaning of Buyer, issued as Section 897(c)(2) of a recent date not more than ten the Code. (10d) Business Days prior Each of Buyer and the Representative will duly execute and deliver to the Closing Date by other, and to the Secretary Escrow Agent, the Escrow Agreement. (e) Each of State Buyer and the Representative will duly execute and deliver to the other, and to the Paying Agent, the Paying Agent Agreement. (f) The Company will deliver to Buyer evidence of the State termination of Delaware; (iii) the Transition Services Agreement, duly executed by Buyer; and (iv) such documents and instruments contemplated hereby arrangements referred to be delivered by Buyer prior to or at Closingin Section 7.02(k).

Certain Closing Deliveries. Subject to the terms and conditions in this Agreement, the Parties will make the following deliveries at the Closing: (a) At Buyer will deliver each of the Closingpayments it is required to deliver under Section 1.06. (b) Buyer will deliver to each of the Company and the Representative copies certified by a duly authorized officer of Buyer of: (i) the resolutions or consents of the boards of directors of each of Buyer and Merger Sub approving this Agreement and the Merger; and (ii) the unanimous written consent of Buyer, Seller shall as the sole stockholder of Merger Sub, approving this Agreement and the Merger. (c) The Company will deliver or cause to be delivered to Buyer and the followingRepresentative: (i) a duly executed and properly completed IRS Form W-9 by SellerCertificate of Merger; (ii) a stock certificate representing copy of the Purchased Common Stock, resolution or consent of the Company Board approving this Agreement and stock power in respect thereof, the Merger certified by a duly executed in blank by Sellerauthorized officer of the Company; (iii) written resignations, a certificate dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer and conforming to the requirements of Treasury Regulation Sections 1.1445-2(c)(3) and 1.897‑2(h) executed by a duly authorized officer of the directors Company certifying that the Company is not and officers has not been during the five (5) years preceding the date of such statement a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Acquired Entity, as requested by Buyer;Code. (iv) an amendment, a copy of the director and officer resignations referenced in the form attached hereto as Exhibit A, to that certain Health Plan Services Agreement, dated January 1, 2018, as amended, by and between the Acquired Entity and Guarantor (“Health Plan Services Agreement”)Section 5.07; (v) from and fully executed Payoff Letters (in respect of each of Seller and the Acquired Entity, a certificate, dated as of the Closing Date and executed by the secretary of the Entity, certifying as to (A) no amendments to the certificate of incorporation of the Entity since the date of certification, (B) the bylaws of the Entity, (C) the resolutions approved by the board of directors of the Entity authorizing the execution, delivery, and performance by the Entity of this Agreement and such other documents and instruments contemplated hereby, and the consummation by the Entity of the transactions contemplated by this Agreement and such other documents and instruments contemplated hereby, and (D) the names and signatures of the officers of the Entity authorized to execute this Agreement and the other documents to be delivered by the Entity under this Agreement;accordance with Section 5.10); and (vi) from and in respect of each of Seller and evidence that the Acquired Entity, a certificate of good standing, issued as of a recent date not more than ten (10) Business Days prior to the Closing Date by the Secretary of State of the Entity’s jurisdiction of incorporation; (vii) a certificate, dated as of the Closing Date and executed by an officer of the Acquired Entity, substantially in the form provided for in Treasury Regulations § 1.1445-2(b)(2); (viii) the executed Non-Compete Agreement, substantially in the form attached hereto as Exhibit B; (ix) the documents, consents and agreements identified on Schedule 1.3(a)(ix); (x) the Transition Services Agreement, duly executed by Guarantor; and (xi) such other documents and instruments contemplated hereby to be delivered by Seller prior to or at Closing or as Buyer may reasonably request in order to effect the transactions contemplated by this Agreement, including to vest in Buyer good and valid title to all of the Purchased Common StockNecessary Stockholder Approval has been obtained. (bd) At Each of Buyer and the Closing, Buyer shall Representative will duly execute and deliver to Seller the following:other, and to the Escrow Agent, the Adjustment Escrow Agreement. (ie) a secretary’s certificate in respect Each of Buyer comparable in form and substance to that to be delivered by Seller and the Acquired Entity;Representative will duly execute and deliver to the other, and to the Paying Agent, the Paying Agent Agreement. (iif) a certificate of good standing of Buyer, issued as of a recent date not more than ten (10) Business Days prior The Company will deliver to the Closing Date by the Secretary of State Buyer evidence of the State termination of Delaware; (iii) the Transition Services Agreement, duly executed by Buyer; and (iv) such documents and instruments contemplated hereby arrangements referred to be delivered by Buyer prior to or at Closingin Section 9.06.

Certain Closing Deliveries. (a) At the Closing, Seller the Company shall deliver to each Purchaser one or cause 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 delivered to Buyer registered in the following:name of the Purchaser or, if so indicated on the signature page hereto, in the name of a nominee designated by the Purchaser. (ib) a duly executed and properly completed IRS Form W-9 by Seller; (ii) a stock certificate representing the Purchased Common Stock, and stock power in respect thereof, duly executed in blank by Seller; (iii) written resignations, dated as of On or prior to the Closing Date, of the directors Company shall deliver to the Purchasers a legal opinion from the Company’s Special Counsel, ▇▇▇▇▇▇ and officers of the Acquired Entity▇▇▇▇▇▇, as requested by Buyer; (iv) an amendmentP.A., in the form attached hereto as Exhibit AD. (c) At the Closing, the Company shall deliver to the Purchasers an executed copy of the Registration Rights Agreement; (d) Concurrently with the execution and delivery of this Agreement, the Company shall deliver to the Purchasers a certificate of the Company signed on behalf of the Company by the principal executive officer and by the chief financial or chief accounting officer of the Company, in their capacities as such, dated the date of this Agreement, to the effect that certain Health Plan Services 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; (2) no stop order suspending the qualification or exemption from qualification of the Shares shall have been issued and 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, 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 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 by the Secretary of the Company, in his capacity as such, dated January 1, 2018the date of this Agreement, as amendedto: (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; (2) the due adoption and between full force and effect of the Acquired Entity and Guarantor By-laws of the Company (“Health Plan Services Agreement”with a copy of the By-laws attached); (v3) from and in respect resolutions adopted by the Board of each of Seller and the Acquired Entity, a certificate, dated as Directors of the Closing Date and executed by the secretary of the Entity, certifying as to (A) no amendments to the certificate of incorporation of the Entity since the date of certification, (B) the bylaws of the Entity, (C) the resolutions approved by the board of directors of the Entity Company authorizing the execution, delivery, and performance by the Entity of this Agreement and such other documents and instruments contemplated hereby, Shares and the consummation by the Entity of the transactions contemplated by this Agreement and each of the other Transaction Documents (with copies of such other documents and instruments contemplated hereby, and resolutions attached); and (D4) the names incumbency, authorization and signatures of the those officers of the Entity authorized 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 execute the satisfaction (or waiver by a Purchaser) of the conditions to Closing described in Section 2.3 of this Agreement, each Purchaser shall pay to the ▇▇▇▇▇ Fargo Bank, National Association, as Escrow Agent, the aggregate purchase price for the number of Shares set forth above Purchaser’s name on the signature page 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 shall deliver or cause to be delivered the Shares that such Purchaser is purchasing to the Purchaser (or for the account of the Purchaser as the Purchaser shall instruct). Prior to the Closing, ▇▇▇▇▇▇▇▇▇ & Company, Inc., as closing agent (in such capacity, the “Closing Agent”), will contact 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 Escrow Agent from a 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 immediately available funds in accordance with the Company’s written wire instructions on the Closing Date. Following the Closing Date, the Closing Agent shall deliver to each Purchaser duly executed signature pages to this Agreement and the other documents to be delivered by the Entity under this Agreement; (vi) from and in respect of each of Seller and the Acquired Entity, a certificate of good standing, issued as of a recent date not more than ten (10) Business Days prior to the Closing Date by the Secretary of State Registration Rights Agreement of the Entity’s jurisdiction of incorporation; (vii) a certificate, dated as of the Closing Date and executed by an officer of the Acquired Entity, substantially in the form provided for in Treasury Regulations § 1.1445-2(b)(2); (viii) the executed Non-Compete Agreement, substantially in the form attached hereto as Exhibit B; (ix) the documents, consents and agreements identified on Schedule 1.3(a)(ix); (x) the Transition Services Agreement, duly executed by Guarantor; and (xi) such other documents and instruments contemplated hereby to be delivered by Seller prior to or at Closing or as Buyer may reasonably request in order to effect the transactions contemplated by this Agreement, including to vest in Buyer good and valid title to all of the Purchased Common StockCompany. (b) At the Closing, Buyer shall deliver to Seller the following: (i) a secretary’s certificate in respect of Buyer comparable in form and substance to that to be delivered by Seller and the Acquired Entity; (ii) a certificate of good standing of Buyer, issued as of a recent date not more than ten (10) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware; (iii) the Transition Services Agreement, duly executed by Buyer; and (iv) such documents and instruments contemplated hereby to be delivered by Buyer prior to or at Closing.